Terms of Service

These Terms of Service ("Terms") are a binding agreement between Champ AI Systems, Inc. ("Champ", "we," "us," or "our") and the entity or person agreeing to these Terms ("Customer," "you," or "your"). They govern your access to and use of the Champ platform, websites, AI voice agents, integrations, and related products and services (collectively, the "Services").

By accessing or using the Services, by clicking "I agree," or by signing an Order Form or other written agreement that references these Terms, you agree to be bound by them. If you do not agree, you may not access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

Where Customer and Champ have executed a separate written agreement (such as a Master Services Agreement, Enterprise Agreement, or Order Form) that conflicts with these Terms, the separately executed agreement controls.

1. The Services

Champ provides an AI-powered automation platform for operations teams, including AI voice agents, conversational agents, integrations with third-party business systems, and related tools and analytics. The specific Services available to Customer are described in the applicable Order Form, online subscription plan, or written agreement.

Champ may update and improve the Services from time to time. Champ will not materially diminish the core functionality of the Services during a paid subscription term without Customer's consent.

2. Accounts and access

To use the Services, Customer must create an account and provide accurate, complete information. Customer is responsible for: (a) maintaining the confidentiality and security of account credentials and API keys; (b) all activities that occur under Customer's accounts and any sub-accounts of Customer's authorized users ("Authorized Users"); (c) ensuring that Authorized Users comply with these Terms; and (d) promptly notifying Champ of any actual or suspected unauthorized access or use.

Champ may suspend access to all or part of the Services if Champ reasonably believes that Customer's use poses a security, legal, or reputational risk to Champ or its other customers, or if Customer has materially breached these Terms.

3. Customer Data and processing

"Customer Data" means all data, content, and information submitted to or processed by the Services on behalf of Customer (including by Authorized Users and through integrated third-party systems), including call audio, voice recordings, transcripts, ticket content, contact information, and connected-system data.

As between Champ and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Champ a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely to (a) provide, secure, and support the Services for Customer, (b) prevent or address technical or security issues, and (c) comply with law. Champ may use aggregated, de-identified, or anonymized data derived from operation of the Services for analytics, capacity planning, security, and to improve the reliability and performance of the Services, provided that such use does not identify Customer or any individual.

No model training on Customer Data. Champ does not use Customer Data to train, fine-tune, or otherwise improve any general-purpose or shared AI/ML model. Champ contractually requires its AI subprocessors to refrain from using Customer Data for training their models.

Data Processing Addendum. Where Champ processes personal information on behalf of Customer, processing is governed by Champ's Data Processing Addendum ("DPA"), available on request, which is incorporated by reference into these Terms. Where Customer's use of the Services involves protected health information (PHI), processing is governed by a separate Business Associate Agreement ("BAA") executed between the parties.

4. Customer responsibilities and acceptable use

Customer is responsible for the lawful use of the Services and for the content of all calls, messages, communications, and Customer Data routed through the Services. Customer represents and warrants that:

• Customer has all rights, consents, permissions, and authorizations necessary under applicable law to submit Customer Data to Champ and to have Champ process it as contemplated by these Terms.
• Customer's use of the Services complies with all applicable laws and regulations, including without limitation: the Telephone Consumer Protection Act (TCPA) and FCC regulations governing autodialed and prerecorded calls and text messages; state and federal wiretap and call-recording laws (including all-party-consent statutes such as the California Invasion of Privacy Act); applicable AI disclosure laws (including California, Colorado, Utah, and other state AI laws as they take effect); the Telemarketing Sales Rule; do-not-call registries; and applicable privacy and data-protection laws (including HIPAA where applicable, GDPR, UK GDPR, and US state privacy laws).
• Where the Services place, receive, or record calls or messages, Customer has obtained any consents required from the called or recorded party, and has provided any disclosures required by law (including, where required, disclosure that the caller is an AI agent).
• Customer will not use the Services for: any unlawful, fraudulent, deceptive, or harmful purpose; debt collection in jurisdictions where Customer is not properly licensed; political robocalls in violation of applicable law; harassment, threats, or hate speech; or the creation, distribution, or facilitation of malware, spam, or unsolicited communications prohibited by law.
• Customer will not: reverse engineer, decompile, or attempt to derive the source code or models underlying the Services; scrape, harvest, or extract data from the Services other than through documented APIs and within rate limits; resell, sublicense, or provide the Services to third parties except as expressly permitted; use the Services to develop or train a product competitive with the Services; or share API keys or credentials with unauthorized parties.
• Customer will configure the Services in accordance with Champ's documentation and security best practices, and is responsible for the security of any systems and credentials within Customer's control.

Customer will indemnify, defend, and hold Champ harmless against any third-party claim, action, or proceeding arising out of or related to (a) Customer Data, (b) Customer's use of the Services in violation of these Terms or applicable law, (c) any actual or alleged failure by Customer to obtain consents required under the TCPA, CIPA, wiretap laws, or analogous laws, (d) Customer's failure to make required AI-disclosure or recording-notification statements, or (e) Customer's breach of the warranties in this Section 4.

5. Fees, billing, and taxes

Customer will pay all fees specified in the applicable Order Form or online subscription plan. Unless otherwise stated: (a) fees are quoted and payable in US Dollars; (b) fees are due net 30 days from invoice date (or as otherwise specified); (c) all fees are non-refundable except as expressly stated in these Terms or the Order Form; (d) Champ may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law; (e) Champ may suspend the Services for non-payment after providing written notice and a reasonable opportunity to cure; and (f) Champ may change prices for subsequent renewal terms with at least 60 days' advance notice.

Fees are exclusive of taxes. Customer is responsible for all taxes, duties, and similar charges associated with the Services other than taxes based on Champ's net income.

6. Intellectual property

Champ IP. Champ and its licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, designs, interfaces, documentation, and any improvements, derivative works, or feedback. Subject to Customer's compliance with these Terms, Champ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes.

Outputs. Subject to applicable third-party model-provider terms, as between Champ and Customer, Customer owns the outputs generated by the Services specifically for Customer in response to Customer's inputs ("Customer Outputs"). Customer is responsible for evaluating the accuracy, suitability, and lawfulness of Customer Outputs before relying on them or making them available to third parties. Customer acknowledges that AI-generated outputs may be incorrect, incomplete, or inappropriate, and that similar or identical outputs may be generated for other customers from similar inputs.

Feedback. If Customer provides Champ with feedback, suggestions, or ideas regarding the Services, Customer grants Champ a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to Customer.

7. Service availability and support

Champ will use commercially reasonable efforts to make the Services available in accordance with the service-level commitments (if any) set out in Customer's Order Form or in Champ's then-current Service Level Agreement. Scheduled maintenance, force majeure events, and Customer-caused issues are excluded from availability calculations as set out in the applicable SLA.

Standard support is included with paid subscriptions. Enhanced support tiers and response-time commitments are available as described in Customer's Order Form.

8. Confidentiality

Each party may have access to non-public information of the other party that is identified as confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information"). The receiving party will: (a) use Confidential Information only to perform under or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like sensitivity, and in no event less than reasonable care; and (c) limit access to its personnel and advisors who need access and are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available without breach of these Terms, was already known to the receiving party without restriction, was independently developed without use of Confidential Information, or was lawfully obtained from a third party without restriction. The receiving party may disclose Confidential Information if legally compelled, provided it gives reasonable advance notice (where legally permitted) so the disclosing party can seek a protective order.

9. Term and termination

These Terms apply for the subscription term specified in the Order Form, or until terminated as set out below. Either party may terminate these Terms (or an Order Form) for cause if the other party materially breaches and fails to cure within 30 days after receiving written notice of the breach. Either party may terminate immediately for the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

Upon termination or expiration: (a) Customer's right to access the Services will cease; (b) Customer remains responsible for all fees accrued through the effective date of termination; (c) within 30 days after termination, Champ will, at Customer's request, make Customer Data available for export in a standard format; (d) following the export period, Champ will delete Customer Data from production systems within an additional 30 days, subject to residual data in routine backups that rolls off on standard retention schedules. Sections that by their nature should survive (including Sections 3 (last paragraph), 4 (last paragraph), 5, 6, 8, 10, 11, 12, 13, and 14) will survive termination.

10. Warranties and disclaimers

Each party represents that it has the legal right and authority to enter into and perform these Terms. Champ further represents that the Services will be provided in a professional and workmanlike manner, and that during a paid subscription Champ will maintain administrative, technical, and physical safeguards consistent with industry standards for the type of data processed.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAMP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CHAMP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR CUSTOMER'S INTENDED USE.

11. Indemnification by Champ

Champ will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with these Terms, infringe a US patent, copyright, or registered trademark of a third party, and will pay any damages or settlements finally awarded against Customer in connection with such claim. Champ's obligation does not apply to the extent a claim arises out of: (a) Customer Data or Customer Outputs; (b) combinations of the Services with products, services, or data not provided by Champ; (c) modifications to the Services not made by Champ; (d) use of the Services not in accordance with these Terms or Champ's documentation; or (e) use of a version of the Services after Champ has provided a non-infringing alternative.

If Champ reasonably believes the Services may infringe, Champ may, at its option and expense: (i) modify the Services to be non-infringing; (ii) procure a license to continue using the Services; or (iii) terminate the affected portion of the Services and refund any prepaid fees for the unused portion of the subscription term. This Section 11 states Champ's sole liability and Customer's exclusive remedy for any infringement claim.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CHAMP UNDER THESE TERMS DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 4; (c) Champ's indemnification obligations under Section 11; (d) a party's breach of its confidentiality obligations under Section 8; (e) either party's gross negligence, willful misconduct, or fraud; or (f) any liability that cannot be limited under applicable law.

13. Insurance

Champ maintains commercial general liability, technology errors and omissions / cyber liability, and other insurance coverage in amounts reasonable for the nature and scale of the Services. Certificates of insurance are available to enterprise Customers on request.

14. Compliance, export, and sanctions

Each party will comply with applicable laws in its performance under these Terms, including anti-corruption laws (such as the US Foreign Corrupt Practices Act and the UK Bribery Act), trade sanctions, and export control laws administered by the US Office of Foreign Assets Control (OFAC), the US Bureau of Industry and Security (BIS), and analogous authorities. Customer will not access or use the Services from, or for the benefit of, any country, region, entity, or individual subject to comprehensive US sanctions. Customer represents that neither Customer nor any of its Authorized Users is on the US Specially Designated Nationals list or any equivalent restricted-party list.

15. Publicity

Champ may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials, subject to Customer's reasonable trademark usage guidelines. Customer may opt out by emailing [email protected]. Any case study, press release, or quoted statement requires Customer's prior written approval.

16. Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemic, internet or telecommunications outages, third-party service-provider failures, or denial-of-service attacks. The affected party will use reasonable efforts to mitigate and resume performance.

17. Assignment

Neither party may assign or transfer these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets, on written notice to the other party. Any attempted assignment in violation of this Section is void.

18. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or related to these Terms will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue. Each party waives any right to a jury trial. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19. Notices

Notices to Champ must be sent to [email protected], with a copy to the registered agent of Champ AI Systems, Inc. Notices to Customer will be sent to the email address on file for Customer's account. Notices are deemed given on the day sent if a business day, otherwise the next business day. Routine operational and product communications may be made through in-product notices or to the email addresses on file.

20. Changes to these Terms

Champ may modify these Terms from time to time. For material changes, Champ will provide at least 30 days' advance notice (by email, in-product notice, or by posting an updated "Last updated" date on this page) before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not accept the updated Terms, Customer's sole remedy is to stop using the Services and, for paid subscriptions, terminate the affected Order Form effective at the end of the then-current subscription term.

21. Miscellaneous

These Terms, together with any Order Form, the DPA, BAA (where applicable), and any policies referenced herein, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements regarding the same subject matter. No waiver of any provision is effective unless in writing and signed by the waiving party. If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries.

22. Contact

For questions about these Terms, contact:

Champ AI Systems, Inc.
Attn: Legal
Email: [email protected]