AI Product Distribution Terms

These AI Product Distribution Terms ("Distribution Terms") supplement the Terms of Service between Channel3, Inc. ("Channel3", "we", "us", or "our") and the merchant or brand entity using our merchant tools ("you" or "Merchant"). They apply when you enable product data optimization, catalog sync, or distribution to third-party AI and shopping platforms through Channel3 (collectively, the "Distribution Services"). Definitions in the Terms of Service apply here unless this document defines them otherwise.

By connecting a distribution platform (including Google Merchant Center, Microsoft Merchant Center, OpenAI, or other supported channels), copying a feed URL, downloading a feed file, or otherwise authorizing Channel3 to transmit optimized product data on your behalf, you agree to these Distribution Terms. If you do not agree, do not use the Distribution Services.

1. Scope

The Distribution Services allow Channel3 to ingest, normalize, enrich, and optimize your product catalog data ("Merchant Product Data") and to deliver that data—in whole or in part—to third-party platforms that surface products in AI assistants, search, and shopping experiences ("Distribution Platforms"). Supported platforms may change over time; current options are presented in your Channel3 dashboard.

These Distribution Terms govern only the Distribution Services. Our Privacy Policy and, where applicable, our Data Processing Agreement describe how we handle personal data. In the event of a conflict between these Distribution Terms and the Terms of Service, these Distribution Terms control solely with respect to the Distribution Services.

2. Authorization and license

You retain ownership of Merchant Product Data. You grant Channel3 a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, format, and transmit Merchant Product Data solely to provide the Distribution Services, including creating optimized listings, supplemental feeds, and API payloads for Distribution Platforms, and to create aggregated or de-identified data that does not identify you or any individual. We do not use Merchant Product Data to train our internal models. You represent that you have all rights necessary to grant this license and that Merchant Product Data does not infringe any third-party intellectual property, publicity, or privacy rights.

Where you connect an account on a Distribution Platform (for example, via OAuth to Google Merchant Center or Microsoft Merchant Center), you authorize Channel3 to access that account as needed to read your existing catalog, align identifiers, and write supplemental or optimized product data in accordance with the platform's technical capabilities and your dashboard settings.

3. Your responsibilities

You agree that you are solely responsible for:

• The accuracy, legality, and completeness of Merchant Product Data, including prices, availability, identifiers, images, descriptions, and regulatory claims
• Compliance with all applicable laws, including consumer protection, advertising, pricing, and sector-specific rules (e.g., for alcohol, pharmaceuticals, or restricted goods)
• Your relationships and agreements with Distribution Platforms, including any merchant, developer, or feed policies they require
• Maintaining valid credentials and permissions for connected accounts and feed endpoints
• Reviewing optimized output and Distribution Platform listings for correctness before relying on them for commerce or advertising

4. Supplemental feeds and platform behavior

Unless expressly stated otherwise in your dashboard or a separate written agreement, Channel3's integrations with Distribution Platforms are designed to be supplemental: optimized data is intended to augment, not replace, your primary catalog on those platforms. Channel3 does not guarantee that any Distribution Platform will accept, rank, display, or monetize your products, or that optimized data will not be rejected or delayed.

Feed generation, platform review, and indexing timelines are controlled by third parties. Delays of 24 hours or longer are common after initial setup. You acknowledge that Channel3 is not responsible for Distribution Platform outages, policy changes, disapprovals, or account suspensions.

5. Third-party platforms

Distribution Platforms are operated by independent third parties (such as Google, Microsoft, and OpenAI). Your use of those platforms is subject to their terms, policies, and technical requirements. Channel3 is not a party to your agreements with Distribution Platforms and does not control their products or services.

You instruct Channel3 to transmit Merchant Product Data to Distribution Platforms you select. Channel3 may use subprocessors and infrastructure providers to do so, as described in our Sub-Processors list.

6. Feed URLs and security

Feed URLs and API credentials provided through the Distribution Services may allow access to Merchant Product Data. You must treat feed URLs as confidential, restrict access to authorized personnel, and notify us promptly at support@trychannel3.com if you believe a URL or credential has been compromised. Channel3 may rotate or revoke feed access if we detect abuse or a security risk.

7. Prohibited content

You will not use the Distribution Services to transmit product data that is unlawful, deceptive, malicious, or that violates Distribution Platform policies, including counterfeit goods, prohibited categories, or content that infringes third-party rights. We may suspend or refuse Distribution Services for catalogs that violate these restrictions or pose legal or reputational risk.

8. Fees

Access to certain Distribution Platforms or features may require a paid plan as described on our website or in your order form. Fees for the Distribution Services are separate from any fees charged by Distribution Platforms.

9. Term and termination

These Distribution Terms remain in effect while you use the Distribution Services. You may stop use at any time by disconnecting integrations and ceasing use of feed URLs. We may suspend or terminate Distribution Services for breach of these Distribution Terms, the Terms of Service, or applicable law, or if a Distribution Platform revokes access.

Upon termination, we will cease new transmission of Merchant Product Data to Distribution Platforms within a reasonable period, subject to technical and platform constraints. Distribution Platforms control their own retention, caching, and removal timelines for data already transmitted to them, and Channel3 does not control and cannot guarantee when or whether previously transmitted Merchant Product Data is removed from a Distribution Platform after termination. Provisions that by their nature should survive (including warranties, limitations of liability, and indemnification) will survive.

10. Disclaimers

THE DISTRIBUTION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CHANNEL3 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED FEED DELIVERY, ERROR-FREE OPTIMIZATION, CURRENT OR COMPLETE PRODUCT DATA, OR ANY PARTICULAR COMMERCIAL RESULT ON A DISTRIBUTION PLATFORM. OPTIMIZED OUTPUT MAY BE INCOMPLETE, OUTDATED, OR INCORRECT, AND YOU MUST REVIEW IT BEFORE RELYING ON IT.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CHANNEL3 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, ARISING FROM THE DISTRIBUTION SERVICES OR YOUR USE OF DISTRIBUTION PLATFORMS. OUR TOTAL LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE DISTRIBUTION SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO CHANNEL3 FOR THE DISTRIBUTION SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT APPLICABLE LAW PROHIBITS THEM.

12. Indemnification

You will indemnify, defend, and hold harmless Channel3 and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Merchant Product Data, your use of Distribution Platforms, your use of the Distribution Services, or your breach of these Distribution Terms or applicable law. We may control the defense of any indemnified claim, and you will cooperate with that defense. You may not settle a claim that imposes any obligation on Channel3 without our prior written consent.

13. Governing law

These Distribution Terms are governed by, and disputes arising out of or relating to them will be resolved under, the governing law and venue provisions set out in the Terms of Service.

14. Changes

We may update these Distribution Terms from time to time. If we make material changes, we will notify you by email or through the dashboard. Continued use of the Distribution Services after the effective date constitutes acceptance of the updated Distribution Terms.

15. Contact

Channel3, Inc., 169 Madison Ave STE 38212, New York, NY 10016. Questions about these Distribution Terms may be sent to support@trychannel3.com.