CHANL AI TERMS OF SERVICE

Last Updated and Effective Date: January 1, 2025

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS") CAREFULLY BEFORE USING THE CHANL AI PLATFORM. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 15 THAT AFFECTS YOUR LEGAL RIGHTS.

1. ACCEPTANCE OF TERMS; MODIFICATION

1.1 Binding Agreement

By accessing or using the Chanl AI voice testing platform, artificial intelligence optimization services, application programming interfaces (APIs), software, tools, developer services, data, documentation, and websites (collectively, the "Services"), or by clicking "I Accept," creating an account, or executing an Order Form referencing these Terms, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, and "you" shall refer to such entity.

1.2 Modification of Terms

Elemente, Corp. ("Elemente," "we," "us," or "our") reserves the right, at our sole discretion, to modify or replace these Terms at any time. Material changes will be notified through the Services or via email at least thirty (30) days before the new terms take effect. Your continued use of the Services following the posting of any changes constitutes acceptance of those changes.

2. DESCRIPTION OF SERVICES

2.1 Service Offering

Chanl AI provides an artificial intelligence-powered voice agent testing and optimization platform that includes, without limitation:

AI personas for automated voice agent testing
Call simulation and quality assurance services
Performance analytics and optimization recommendations
Platform integrations with third-party voice AI providers
API access for programmatic testing and analysis

2.2 Beta Services

Certain Services may be identified as beta, preview, early access, or experimental ("Beta Services"). BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. We may discontinue Beta Services at any time without notice.

3. USE RESTRICTIONS AND COMPLIANCE

3.1 Acceptable Use Policy

You shall not, and shall not permit any third party to:

(a) Use the Services in violation of any applicable law, regulation, or third-party rights
(b) Use the Services to transmit any viruses, malware, or malicious code
(c) Interfere with or disrupt the integrity or performance of the Services
(d) Attempt to gain unauthorized access to the Services or related systems
(e) Use the Services to test emergency services (911) without proper authorization
(f) Use the Services for any unlawful, harassing, defamatory, or fraudulent purpose
(g) Reverse engineer, decompile, or disassemble any portion of the Services
(h) Use the Services to create competing products or services
(i) Exceed any rate limits or usage restrictions
(j) Use the Services in a manner that violates telecommunications regulations

3.2 Compliance with Laws

You represent and warrant that your use of the Services will comply with all applicable federal, state, local, and international laws and regulations, including without limitation:

Telephone Consumer Protection Act (TCPA)
Telecommunications regulations
Privacy and data protection laws
Export control laws and regulations

4. CUSTOMER DATA AND PRIVACY

4.1 Customer Data

"Customer Data" means all data, including voice recordings, call transcripts, and metadata, that you submit to the Services. You retain all right, title, and interest in and to Customer Data. You grant us a limited, non-exclusive, royalty-free license to use Customer Data solely to provide the Services and as described in our Privacy Policy.

4.2 Data Security

We implement commercially reasonable technical and organizational measures to protect Customer Data. However, no method of electronic storage or transmission is 100% secure. You acknowledge that we cannot guarantee absolute security.

4.3 Aggregated Data

We may collect, use, and disclose aggregated and anonymized data derived from your use of the Services for our business purposes, including improving the Services and developing industry benchmarks.

5. INTELLECTUAL PROPERTY

5.1 Chanl AI Property

The Services, including all software, algorithms, AI models, user interfaces, content, and documentation, are owned by Chanl AI and protected by intellectual property laws. Nothing in these Terms transfers any such intellectual property rights to you.

5.2 Customer Property

You retain all intellectual property rights in Customer Data and any applications or content you create using the Services, subject to our rights in the underlying Services.

5.3 Feedback

Any suggestions, feedback, or recommendations you provide regarding the Services ("Feedback") will become our property, and we may use such Feedback without restriction or compensation to you.

6. FEES AND PAYMENT

6.1 Fees

You agree to pay all fees specified in your Order Form or as displayed in the Services. All fees are non-refundable except as expressly stated herein.

6.2 Payment Terms

Unless otherwise specified, fees are due and payable in advance on a monthly basis. We reserve the right to suspend or terminate your access for non-payment.

6.3 Taxes

Fees are exclusive of all taxes, and you are responsible for all taxes associated with your use of the Services, excluding taxes based on our net income.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement has been duly executed and constitutes a legal, valid, and binding obligation.

7.2 Customer Warranties

You represent and warrant that: (a) you have obtained all necessary consents and authorizations for any voice recordings or data submitted to the Services; (b) your use of the Services will not violate any third-party rights; (c) you will not use the Services to make unauthorized or illegal calls.

8. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHANL AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

WE SPECIFICALLY DISCLAIM ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF AI-GENERATED TESTING RESULTS OR OPTIMIZATION RECOMMENDATIONS. YOU ACKNOWLEDGE THAT AI SYSTEMS MAY PRODUCE UNEXPECTED OR INCORRECT RESULTS.

9. INDEMNIFICATION

9.1 Customer Indemnification

YOU SHALL INDEMNIFY, DEFEND (AT OUR OPTION), AND HOLD HARMLESS CHANL AI, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "CHANL AI PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES, AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) ("LOSSES") ARISING OUT OF OR RELATING TO:

(a) YOUR USE OF THE SERVICES, INCLUDING ANY CALLS MADE OR TESTING PERFORMED
(b) YOUR VIOLATION OF THESE TERMS
(c) YOUR VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS
(d) YOUR VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT OF ANY THIRD-PARTY RIGHTS
(e) CUSTOMER DATA OR ANY CONTENT YOU SUBMIT TO THE SERVICES
(f) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT
(g) ANY BREACH OF YOUR REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS HEREUNDER
(h) ANY CLAIMS THAT YOUR USE OF THE SERVICES VIOLATED TELECOMMUNICATIONS LAWS OR REGULATIONS
(i) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES THROUGH YOUR ACCOUNT

9.2 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement may admit liability or impose obligations on the indemnified party without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

9.3 Chanl AI Indemnification

Subject to the limitations in Section 10, we will defend you against any third-party claim that the Services, when used as authorized under this Agreement, infringe a U.S. patent or copyright, and indemnify you for damages finally awarded or settlements we approve, provided you comply with the procedures in Section 9.2.

9.4 Indemnification Exclusions

Our indemnification obligations do not apply to claims arising from: (a) your use of the Services in violation of these Terms; (b) combination of the Services with third-party products or services; (c) modification of the Services by anyone other than us; (d) Customer Data or content you provide; (e) Beta Services or Services provided free of charge.

10. LIMITATION OF LIABILITY

10.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANL AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CHANL AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 CAP ON LIABILITY

IN NO EVENT SHALL CHANL AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL FEES ACTUALLY PAID BY YOU TO CHANL AI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 EXCEPTIONS

The limitations in this Section 10 shall not apply to: (a) either party's indemnification obligations under Section 9; (b) your payment obligations; (c) breach of confidentiality obligations; or (d) liability that cannot be excluded or limited under applicable law.

10.4 ESSENTIAL PURPOSE

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND THAT WITHOUT SUCH LIMITATIONS, THE FEES AND OTHER TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

11. CONFIDENTIALITY

11.1 Confidential Information

Each party may disclose confidential information to the other. The receiving party shall: (a) use the same degree of care as it uses for its own confidential information (but no less than reasonable care); (b) not disclose confidential information to third parties except as permitted herein; and (c) only use confidential information for purposes of this Agreement.

11.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available through no breach by the receiving party; (b) was rightfully known without restriction; (c) is independently developed; or (d) must be disclosed by law (with notice to the disclosing party where permitted).

12. TERM AND TERMINATION

12.1 Term

This Agreement commences on the date you first access the Services and continues until terminated.

12.2 Termination

Either party may terminate this Agreement: (a) for convenience with thirty (30) days' written notice; (b) immediately for material breach that remains uncured for thirty (30) days after written notice; (c) immediately if the other party becomes insolvent or ceases business operations.

12.3 Suspension Rights

We may suspend your access immediately if we reasonably believe: (a) you have violated these Terms; (b) your use poses a security risk; (c) suspension is required by law; or (d) your account is delinquent.

12.4 Effect of Termination

Upon termination: (a) all rights granted to you cease immediately; (b) you must stop using the Services and delete any downloaded materials; (c) fees owed remain payable; (d) Sections 4.3, 5, 7.2, 8, 9, 10, 11, 12.4, 13, 14, 15, and 16 survive termination.

13. EXPORT COMPLIANCE

You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations and sanctions programs maintained by OFAC. You represent that you are not on any denied party list or sanctioned under any applicable laws.

14. ANTI-CORRUPTION

You have not and will not make any payment or transfer anything of value to any government official or other person to improperly influence any act or decision or to secure any improper advantage for Chanl AI.

15. DISPUTE RESOLUTION - MANDATORY ARBITRATION AND CLASS ACTION WAIVER

15.1 MANDATORY ARBITRATION

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR THE USE OF THE SERVICES (COLLECTIVELY, "DISPUTES") SHALL BE DETERMINED BY BINDING ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ONE ARBITRATOR.

15.2 Arbitration Rules

The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction.

15.3 CLASS ACTION WAIVER

YOU AND CHANL AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). BOTH PARTIES EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.

15.4 JURY TRIAL WAIVER

YOU AND CHANL AI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

15.5 Thirty-Day Opt-Out Right

You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to legal@chanl.ai within thirty (30) days of first accepting these Terms.

15.6 Severability

If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts shall be severed and proceed in court, with the remaining parts proceeding in arbitration.

15.7 Exceptions

Notwithstanding the foregoing, either party may seek injunctive relief in court for violations of intellectual property rights or confidentiality obligations.

16. GENERAL PROVISIONS

16.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the federal or state courts located in San Francisco County, California.

16.2 Entire Agreement

This Agreement, including any Order Forms and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter.

16.3 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction. Any purported assignment in violation of this section is void.

16.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' intent.

16.5 Force Majeure

Neither party shall be liable for any delay or failure due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

16.6 No Waiver

No waiver of any provision shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

16.7 Notices

Legal notices to Chanl AI must be sent to: legal@chanl.ai or Chanl AI, Inc., Legal Department, [Address]. We may provide notices to you via email or through the Services.

16.8 U.S. Government Rights

The Services are "commercial computer software" and "commercial computer software documentation" under applicable federal acquisition regulations. U.S. Government end users acquire only limited rights as set forth in this Agreement.

16.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

16.10 Third-Party Beneficiaries

Except for the Chanl AI Parties' rights under Section 9, there are no third-party beneficiaries to this Agreement.

16.11 Interpretation

Section headings are for convenience only. "Including" means "including without limitation." The Agreement shall be construed without regard to the drafting party.

16.12 Equitable Relief

You acknowledge that breach of Sections 3, 5, or 11 may cause irreparable harm for which monetary damages would be inadequate, and we shall be entitled to seek equitable relief without posting bond.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

Contact Information: Elemente, Corp. Email: legal@chanl.ai Website: https://www.chanl.ai