These Terms of Service (“Terms”) govern access to and use of the ChannelBridge.ai platform (the “Platform”) provided by Content Engine Marketing, Inc., d/b/a ChannelBridge.ai, a Florida corporation with a principal address at: 2667 67th Ter N, Saint Petersburg, FL 33702 (“Provider,” “ChannelBridge,” “we,” “us,” or “our”). These Terms apply to each customer that signs an Order Form referencing these Terms or otherwise accesses or uses the Platform (“Customer,” “you,” or “your”).
These Terms, together with any Order Form, Statement of Work, or pricing schedule executed by the parties (each, an “Order Form”), constitute the “Agreement” between Customer and Provider. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the specific commercial terms it addresses (e.g., fees, term length, delivery details).
ChannelBridge’s handling of personal data is governed by our separate Data Protection Agreement, available at [LINK], which is incorporated into the Agreement by reference where applicable.
1. Definitions
1.1 “Access Code” means a unique alphanumeric code, activation link, or embedded credential issued by Provider to Customer for distribution to Authorized Partners to enable self-service integration, activation, and connection with the Platform.
1.2 “Authorized Partner” means a reseller, distributor, channel partner, or other business partner within Customer’s authorized partner ecosystem that is authorized by Customer to receive, access, display, or integrate Customer Content through the Platform.
1.3 “Customer Content” means marketing content, product content, blog content, press releases, logos, trademarks, brand materials, images, text, metadata, URLs, and other content owned by, controlled by, published by, or designated by Customer for use with the Platform.
1.4 “Customer Partner Ecosystem” means Customer’s authorized network of resellers, distributors, channel partners, solution providers, managed service providers, referral partners, or other business partners authorized by Customer to market, promote, resell, distribute, or support Customer’s products or services.
1.5 “Designated URLs” means the publicly accessible URLs provided or approved by Customer from which ChannelBridge may index, monitor, collect, and display Customer Content.
1.6 “Order Form” means a document, online order, or similar instrument executed or accepted by the parties that references these Terms and sets out specific commercial details such as fees, subscription term, and delivery configuration.
1.7 “Platform Partner” means a partner relationship management (PRM) platform or similar third-party platform, operated by an entity other than Provider, through which Customer’s Authorized Partners access a partner hub and through which the Platform may be integrated to deliver Customer Content.
1.8 “Services” means Provider’s provision of access to the Platform, content syndication functionality, content indexing, content feed configuration, delivery of Customer Content to Authorized Partners, analytics, reporting, activation tracking, onboarding, and related support services described in the Agreement.
2. Services
2.1 Platform Description. ChannelBridge.ai automates the discovery, curation, customization, distribution, and display of vendor-produced marketing and product content to Authorized Partners. Delivery may occur via direct integration with Authorized Partner websites and/or through a partner relationship management (PRM) or similar third-party platform used by Customer’s Authorized Partner ecosystem, as specified in the applicable Order Form.
2.2 Included Services. Subject to the Agreement, Provider will provide Customer with access to the Platform, including: automated delivery of Customer Content to Authorized Partners; vendor content monitoring and discovery from Designated URLs; automatic content updates; distribution reporting; partner activation tracking; and onboarding documentation and setup support.
2.3 Content Indexing. Customer authorizes Provider to index, monitor, collect, copy, cache, format, and display crawlable, publicly accessible content from Designated URLs, including blog pages, press release pages, product pages, and similar content sources. No manual content uploads by Customer are required unless otherwise agreed in writing.
2.4 Delivery Through a Platform Partner. Where Customer elects to enable Authorized Partners with the Platform through a Platform Partner (for example, where Customer’s Authorized Partners access their partner hub through a PRM platform operated by a third party), Customer’s use of the Platform in that context remains governed by the Agreement regardless of the delivery path. The Platform Partner is not a party to the Agreement, and the Platform Partner’s own terms and conditions govern the use of the Platform Partner’s own technology, platform, and services — the Agreement does not extend to, and Provider makes no representations or warranties regarding, the Platform Partner’s technology or services.
2.5 No Content Rewriting. Provider does not create, rewrite, materially alter, or originate Customer Content. ChannelBridge displays Customer Content as-is or in substantially similar format, subject to technical formatting, display, feed configuration, excerpting, resizing, or other modifications reasonably necessary to deliver the Services.
3. Authorized Partner Access
3.1 Intended Distribution. Customer’s ability to extend Platform content delivery to Authorized Partners is an intended and core function of the Services. Provider expressly authorizes Customer to make the Platform available to Authorized Partners within Customer’s Partner Ecosystem for purposes contemplated by the Agreement. Such access does not constitute unauthorized sublicensing, resale, transfer, or redistribution, provided access is limited to Authorized Partners within Customer’s Partner Ecosystem.
3.2 Restrictions. Customer may not sublicense, resell, distribute, transfer, assign, or otherwise make the Platform, Access Codes, content feeds, or related functionality available to any party outside Customer’s Partner Ecosystem without Provider’s prior written consent, and may not offer ChannelBridge as a standalone commercial service to unrelated third parties.
3.3 Access Codes. Provider may issue Access Codes for use by Authorized Partners to complete self-service integration and may suspend, disable, rotate, revoke, or replace any Access Code Provider reasonably believes has been misused, compromised, publicly disclosed, distributed outside Customer’s Partner Ecosystem, or used in violation of the Agreement.
4. Customer Responsibilities
Customer is responsible for: (a) providing accurate Designated URLs; (b) coordinating Authorized Partner participation and facilitating Access Code distribution — Provider is not responsible for delays or refusal by Authorized Partners to activate or maintain integration; (c) representing and warranting that it owns or has sufficient rights, licenses, and permissions to authorize Provider’s use of Customer Content as described in the Agreement; (d) acknowledging that publishing content on Designated URLs constitutes consent for ChannelBridge to automatically index and display that content, without requiring separate pre-approval of each item unless otherwise agreed in writing; and (e) using the Services only for lawful business purposes and in compliance with applicable law.
5. Fees and Payment
5.1 Fees. Fees for the Services are set out in the applicable Order Form.
5.2 Billing. Unless otherwise stated in an Order Form, fees are billed in advance for each subscription term and due in full upon execution of the Order Form and at the start of each renewal term. Payment is required before Platform access is provisioned or continued for the applicable term.
5.3 Price Changes. Provider may adjust its fees for any renewal term by providing Customer at least sixty (60) days’ written notice before the start of that renewal term. If Customer does not agree to the adjusted fees, Customer may decline to renew in accordance with Section 8.1. Continued use of the Services after a renewal term commences at the adjusted fee constitutes acceptance of that fee.
5.4 Late Payments. Invoices not paid within thirty (30) days of the due date may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Provider may suspend Platform access for accounts more than thirty (30) days past due following written notice to Customer.
5.5 Taxes. Customer is responsible for all applicable sales, use, value-added, excise, withholding, or similar taxes, duties, or governmental charges arising from the Services, excluding taxes based on Provider’s net income.
5.6 No Refunds. Except as expressly stated in the Agreement, fees are non-refundable. Prepaid fees for the unused portion of a subscription term will not be refunded unless termination is due to Provider’s material uncured breach.
6. Onboarding and Support
6.1 Onboarding. Provider will provide reasonable onboarding services, including indexing Customer’s Designated URLs, initial Platform setup and configuration, and onboarding documentation to assist Customer and Authorized Partners with activation and use of the Platform.
6.2 Implementation Dependencies. Customer acknowledges that implementation timelines may depend on Customer’s timely provision of Designated URLs, partner information, approvals, technical cooperation, and Authorized Partner participation. Provider is not responsible for implementation delays caused by Customer, Authorized Partners, third-party platforms, hosting providers, DNS issues, website configuration, or other matters outside Provider’s reasonable control.
7. Service Levels and Support
7.1 Platform Availability. Provider operates ChannelBridge as a production SaaS platform and will use commercially reasonable efforts to keep the Platform available, secure, and operational. Availability may be affected by scheduled or emergency maintenance, internet conditions, hosting or cloud provider issues, third-party platform availability, power or network outages, force majeure events, and other circumstances outside Provider’s reasonable control. Provider does not commit to a specific uptime percentage and does not provide service credits unless expressly stated in a separate written service level agreement.
7.2 Support. Provider’s standard support hours are Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. holidays. Provider will use commercially reasonable efforts to respond to support requests within one (1) business day. Response times are targets only and do not guarantee resolution within any specific time period.
8. Term and Termination
8.1 Term. The subscription term is set out in the applicable Order Form and, unless otherwise stated, will automatically renew for successive terms of the same length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
8.2 Termination for Convenience. Unless otherwise stated in an Order Form, either party may terminate the Agreement for convenience upon sixty (60) days’ prior written notice to the other party.
8.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; becomes insolvent or subject to bankruptcy, receivership, or similar proceedings; or engages in conduct that is fraudulent, illegal, or poses an imminent material risk to the other party.
8.4 Suspension. Provider may suspend Customer’s or any Authorized Partner’s access to the Platform if Customer fails to pay undisputed amounts when due, Customer or an Authorized Partner uses the Services unlawfully, or suspension is reasonably necessary to prevent harm to the Platform, Provider, Customer, Authorized Partners, or third parties. Where commercially reasonable, Provider will provide prior written notice before suspension.
8.5 Effect of Termination. Upon termination or expiration, Customer’s and Authorized Partners’ access to the Platform may be suspended or terminated; Customer and Authorized Partners must stop using ChannelBridge content feeds, scripts, and related functionality; all fees accrued through the date of termination remain due and payable; prepaid fees for the unused portion of a subscription term will not be refunded unless termination is due to Provider’s material uncured breach; and each party will return or destroy the other party’s confidential information upon written request, except as retained in backups, archives, accounting records, legal records, or as required by law.
8.6 Survival. Provisions relating to payment obligations, ownership, confidentiality, warranty disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions that by their nature should survive termination will survive.
9. Intellectual Property and Feedback
9.1 Customer Ownership. Customer retains all rights, title, and interest in Customer Content, including its trademarks, logos, brand materials, and other materials owned or controlled by Customer.
9.2 License to Provider. Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license during the term of the Agreement to host, copy, cache, index, display, format, modify, distribute, transmit, and use Customer Content solely as necessary to provide, maintain, improve, and support the Services.
9.3 Provider Ownership. Provider retains all right, title, and interest in the Platform, software, technology, code, systems, workflows, templates, processes, documentation, know-how, analytics structures, and other proprietary materials developed or owned by Provider. No rights are granted to Customer except as expressly stated in the Agreement.
9.4 Aggregated Data. Provider may collect and use aggregated, statistical, technical, usage, performance, and de-identified data derived from operation of the Platform for analytics, benchmarking, security, reporting, product improvement, and business purposes.
9.5 Feedback. If Customer, Authorized Partners, or their representatives provide suggestions, ideas, or other feedback regarding the Platform or Services, Provider may use and incorporate such feedback without restriction, attribution, approval, compensation, or ownership obligation.
9.6 Publicity. Provider may identify Customer as a user of the Services and use Customer’s name and logo, in each case in a factual manner consistent with Customer’s brand guidelines (if provided to Provider), in Provider’s customer lists, website, case studies, and marketing materials. Customer may opt out of this Section 9.6 at any time by written notice to Provider, after which Provider will cease any new such uses within a commercially reasonable time.
10. Data and Privacy
ChannelBridge’s collection, processing, and handling of data — including any personal data — in connection with the Services is governed by our Data Protection Agreement, available at [LINK]. Customer remains responsible for its own privacy notices, cookie notices, website disclosures, partner agreements, and legal obligations relating to Customer’s and Authorized Partners’ websites and use of the Services.
11. Confidentiality
Each party may receive non-public business, technical, financial, operational, or proprietary information from the other party that is identified as confidential or reasonably should be understood to be confidential (“Confidential Information”). Each party agrees to use the other party’s Confidential Information only as necessary to perform under the Agreement and to protect it using reasonable care.
Confidential Information does not include information that is publicly available without breach of the Agreement, was already known by the receiving party, is received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.
A receiving party may disclose Confidential Information if required by law, subpoena, court order, or governmental authority, provided that, where legally permitted, it gives prompt notice and reasonably cooperates with efforts to limit disclosure.
12. Acceptable Use
Customer shall not, and shall not permit any Authorized Partner or third party to: use the Services unlawfully; use the Services to infringe, misappropriate, or violate third-party rights; interfere with or disrupt the Platform; attempt to gain unauthorized access to the Platform or related systems; introduce malware, viruses, harmful code, or security vulnerabilities; use the Services in a way that harms Provider, the Platform, Customer, Authorized Partners, or third parties; remove or obscure proprietary notices; reverse engineer, decompile, or attempt to derive source code from the Platform; or use the Platform outside the scope of the Agreement.
13. Warranties and Disclaimers
13.1 Professional Services Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices.
13.2 Customer Warranty. Customer represents and warrants that it has authority to enter into the Agreement; has all rights necessary to authorize Provider to use Customer Content as described in the Agreement; the Designated URLs are authorized by Customer for use with ChannelBridge; and Customer’s use of the Services will comply with applicable law.
13.3 Disclaimer. Except as expressly stated in the Agreement, the Services are provided on an “as-is” and “as-available” basis. Provider disclaims all implied warranties to the maximum extent permitted by law, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and availability.
14. Indemnification
14.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, contractors, agents, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Customer Content; Customer’s trademarks, logos, or other materials; Customer’s Designated URLs; Customer’s or Authorized Partners’ use of the Services; Customer’s violation of law; Customer’s breach of the Agreement; Customer’s relationship with Authorized Partners; or any allegation that Customer Content infringes, misappropriates, or violates third-party rights.
14.2 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Platform, as provided by Provider and used in accordance with the Agreement, directly infringes a valid U.S. intellectual property right. Provider’s obligations do not apply to claims arising from Customer Content, Customer systems, Authorized Partner websites, third-party materials, Customer instructions, modifications not made by Provider, or use of the Services outside the scope of the Agreement.
14.3 Infringement Remedies. If the Platform becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement claim, Provider may procure the right for Customer to continue using the Services; modify the Services to make them non-infringing; replace the Services with substantially equivalent functionality; or terminate the affected Services and refund any prepaid unused fees for the terminated portion.
14.4 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. No settlement may impose liability, admission of fault, or other material obligation on the indemnified party without its prior written consent.
15. Limitation of Liability
15.1 Liability Cap. Except as set out in Section 15.2, each party’s total aggregate liability arising out of or related to the Agreement shall not exceed the total fees paid or payable by Customer to Provider during the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the legal theory of liability.
15.2 Exceptions to the Cap. The limitation in Section 15.1 does not apply to: (a) Customer’s payment obligations under the Agreement; (b) either party’s indemnification obligations under Section 14; (c) either party’s breach of its confidentiality obligations under Section 11; or (d) either party’s gross negligence, willful misconduct, or fraud.
15.3 Excluded Damages. To the maximum extent permitted by law, neither party shall be liable for lost profits, lost revenue, lost data, business interruption, consequential, indirect, incidental, special, or punitive damages, regardless of the legal theory of liability and even if a party has been advised of the possibility of such damages.
16. Non-Exclusivity
Customer acknowledges that Provider may provide services, software, platforms, content syndication tools, marketing automation services, and similar products to other customers, including companies that may compete with Customer. Nothing in the Agreement creates any exclusive relationship unless expressly stated in a signed written agreement.
17. Governing Law and Dispute Resolution
The Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Before initiating formal legal proceedings, the parties will first attempt in good faith to resolve any dispute through executive-level negotiation for thirty (30) days following written notice of the dispute. If unresolved, the parties will attempt mediation before filing suit, except that either party may seek injunctive, equitable, or emergency relief, or file an action to collect unpaid fees. The exclusive venue for any dispute arising out of or relating to the Agreement shall be the state or federal courts located in Pinellas County, Florida. Each party consents to personal jurisdiction and venue in such courts and waives objections based on inconvenient forum or lack of personal jurisdiction.
18. Notices
Notices under the Agreement must be in writing and may be delivered by email, certified mail, nationally recognized courier, or other method agreed by the parties. Notices to Provider shall be sent to: Content Engine Marketing, Inc., Attn: Leland Morris, Co-Founder, 2667 67th Ter N, Saint Petersburg, FL 33702, Email: leland@channelbridge.ai. Notices to Customer shall be sent to the contact listed in the applicable Order Form.
19. Electronic Signatures and Acceptance
The Agreement may be executed using electronic signatures, or accepted electronically by clicking to accept, signing up for, or otherwise using the Services, and such acceptance shall have the same legal effect as a handwritten signature. The Agreement may be executed in counterparts, each deemed an original.
20. General Terms
The parties are independent contractors, and nothing in the Agreement creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship. Neither party may assign the Agreement without the other party’s prior written consent, except to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet failures, hosting provider outages, third-party platform outages, power failures, cyberattacks, or other force majeure events. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision will not constitute a waiver. The Agreement, together with any applicable Order Form, pricing schedule, exhibit, or addendum, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements regarding the subject matter. The Agreement may be amended only by a written document signed by both parties, or, for these Terms specifically, by Provider posting an updated version on its website with a new “Last Updated” date.
Contact. Questions about these Terms may be directed to Content Engine Marketing, Inc. d/b/a ChannelBridge.ai, Attn: Leland Morris, Co-Founder, 2667 67th Ter N, Saint Petersburg, FL 33702, leland@channelbridge.ai.