Last Updated: Feb 1, 2026

These Terms of Service (“Terms,” “Agreement“) are an agreement between Checkmate AI, LLC (“Checkmate AI,” “We,” “us“) and the person (natural or legal) (“You,” “Your,” “Customer“) and govern Your use of the https://checkmate-ai.com website (“Site“), as well as Checkmate AI professional and enterprise services (“Services“). Your use of the Site and Services is conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein, including but not limited to Checkmate AI’s Privacy Policy (the “Privacy Policy“), as amended from time to time.

If You are accessing or using the Site or the Services on behalf of Your company, You certify that You have the authority to accept this Agreement on behalf of it. By signing up, accessing, or using the Site or the Services, You acknowledge Your acceptance of this Agreement and consent to be bound by its terms and conditions. Violations of these Terms may result in termination of Service and legal action against You.

Do not use the Site or the Services if You do not agree to the Terms or if Your jurisdiction will not honor them. Persons under the age of 13 are not authorized to use the Site.

1. Our Services

1.1 Platform Service

Checkmate AI is an AI-powered proactive outreach platform that enables healthcare organizations, municipalities, and other enterprise customers to conduct structured voice and text-based check-ins at scale. Our Services include a workflow builder, outreach campaign management, AI-driven conversation analysis, the proprietary Checkmate Score, real-time signal detection, daily recap reporting, and integrations with third-party systems, all designed to surface individuals who need human follow-up or intervention.

1.2 Professional Services

Beyond standard technical support, Checkmate AI offers customized professional services including personalized consultations, advanced implementation assistance, integration support, and optimization strategies tailored to Your specific needs. Please contact us at https://checkmate-ai.com/contact/ with any questions or requests, and a member of our team will help You choose the Services and solutions most suitable for Your needs.

2. Payment Terms

2.1 Payment

Information about Checkmate AI’s service plans is posted on the Site. Upon signing up, You will provide Checkmate AI with a valid credit card number and billing information. You authorize Checkmate AI to charge and/or place a hold on Your credit card with respect to any unpaid charges related to the Services. All fees are non-refundable except as required by law or as otherwise expressly provided for in these Terms.

2.2 Subscription

If You wish to cancel the Service, You must cancel Your account or remove all subscription-based items (e.g., active campaigns) before the end of the current Subscription Period. Failure to do so will result in automatic renewal of the subscription for the next Subscription Period, and You will be responsible for the applicable fees.

2.3 Automatic Payment

You authorize Checkmate AI and/or any company acting as billing agent for Checkmate AI to charge Your credit car, and to continue to attempt to charge and/or place holds with respect to all amounts described herein until such amounts are paid in full, subject to Checkmate AI’s rights of suspension and termination and other remedies for non-payment set forth herein.

2.4 Credit Card on File

You will provide Checkmate AI with updated credit card information upon request and any time information You previously provided is no longer valid. You are solely responsible for maintaining and updating Your credit card information. Checkmate AI is not liable for any penalties or administrative fees assessed by Your card issuer for insufficient funds or other charges arising from our attempts to charge Your account.

2.5 Billing

Where Checkmate AI elects to issue an invoice, it may do so in any format. If You request additional copies of invoices or detailed usage information, additional charges may apply. Our decision to issue invoices shall not limit Our right to automatically charge Your credit card on the dates specified herein.

2.6 Late Payment and Grace Period

If automatic payment fails, You will be issued an invoice with a 14-day due date. If the invoice remains unpaid by the due date, a 7-day grace period will be provided. Checkmate AI reserves the right to suspend or stop Services automatically if payment is not received within this grace period. For amounts not paid by the due date, We may charge a late payment fee equal to the lesser of 10% of the past-due amount or the maximum allowed by law. In the event Your account is referred to a third party for collection, You will be liable for all costs of collection including attorneys’ fees and court costs.

2.7 Service Changes

Checkmate AI may change its rates at any time by posting such change on the Site. Unless you have a contractual exception, the new rate will apply to Your next billing cycle after the new rates have been published. If You do not accept the new rates, do not continue using the Service.

3. Customer Responsibilities

Customer is solely responsible for: (i) its use of the Services; (ii) all content, data, and inputs it provides; (iii) compliance of its use with all applicable laws and regulations; and (iv) maintaining the confidentiality of its account credentials and all activity that occurs under its account.

4. Acceptable Use Policy

4.1 In General

Checkmate AI’s Acceptable Use Policy constitutes an integral part of these Terms and is designed to prevent fraud and abuse of the Services and facilitate compliance with applicable law. You agree not to use the Services in ways that violate laws, infringe the rights of others, or interfere with other users or equipment. Checkmate AI reserves the right to immediately terminate Your Services if, in our sole discretion, We determine that You have used the Services for an unlawful purpose.

You shall not use the Services in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or constitutes similar harmful behavior.

4.2 Telemarketing, Voice, and SMS Compliance

You must not use the Services in violation of applicable laws governing the making and sending of calls and text messages. Relevant laws and regulations include, but are not limited to, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act (TCPA), FCC rules promulgated thereunder, the FTC’s Telemarketing Sales Rule (TSR), the Do-Not-Call (DNC) registry, state telemarketing laws, and federal and state anti-wiretapping and eavesdropping laws.

Among other things, these laws and regulations may:

• Require You to obtain prior express written consent for auto-dialed calls or texts sent to the called party
• Require documentation or other proof of such consent, maintained for no less than five years
• Prohibit making certain calls before 8 a.m. or after 9 p.m. at the called party’s location
• Prohibit calling numbers on the national, state, or organization-specific Do-Not-Call registry

Customers must document proof of required consent for each contact and maintain such documentation for no less than five years. Customers must regularly scrub phone numbers against applicable DNC lists, in no event less frequently than every 31 days. Checkmate AI retains the right to audit your use of our Services to verify compliance with applicable law.

Customer represents and warrants that it has obtained all legally required consent from message recipients prior to initiating outreach through the Services.

4.3 Mobile Messaging and SMS Data

Checkmate AI is committed to protecting the privacy of individuals contacted through our platform. With respect to mobile phone numbers, SMS opt-in data, and text messaging originator consent:

• Checkmate AI does not share or sell mobile phone numbers, SMS opt-in data, or text messaging originator opt-in consent with third parties or affiliates for marketing or promotional purposes.
• Mobile information, including phone numbers and messaging consent data, may be shared only with service providers that assist in delivering our Services (such as telephony infrastructure providers, SMS gateway vendors, or delivery analytics partners), and only to the extent necessary to perform those services on our behalf.
• Such service providers are contractually bound to use mobile information solely for the purpose of providing the contracted services and are prohibited from using it for independent marketing or promotional purposes.

These restrictions apply regardless of whether the mobile information was collected directly by Customer, provided to Checkmate AI by Customer, or collected through Checkmate AI’s platform in connection with Customer’s outreach campaigns.

Checkmate AI acts solely as a technology platform provider and does not determine the recipients of messages sent through the Services.

4.4 HIPAA and Healthcare Compliance

Customers using Checkmate AI’s Services in connection with protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) must execute a separate Business Associate Agreement (“BAA”) with Checkmate AI prior to transmitting any PHI through the platform. Customer is solely responsible for ensuring that its use of the Services complies with all applicable healthcare privacy laws, including HIPAA, HITECH, and applicable state health data privacy statutes.

4.5 Fraud Prevention and Rights of Publicity

You shall not use the Services to offer fraudulent goods, services, schemes, or promotions, or to engage in phishing, pharming, harvesting, or similar deceptive practices. Providing altered, deceptive, or false information about the sender’s identity or a call’s origin is expressly prohibited.

5. Indemnification

5.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Checkmate AI, its officers, directors, employees, agents, and third-party service providers from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Your use of or inability to use the Site or Services; (ii) any content or data You provide; (iii) Your violation of any term of this Agreement; (iv) Your violation of any rights of a third party; or (v) Your violation of any applicable laws, rules, or regulations. This indemnification expressly covers claims, damages, or regulatory fines (including under the TCPA, CAN-SPAM, or similar statutes) arising from Your improper or unlawful use of the Services.

5.2 Checkmate AI Indemnification

Checkmate AI will defend Customer against any claim brought by a third party alleging that the Services, as provided by Checkmate AI and used in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights, and Checkmate AI will pay damages finally awarded against Customer (or settlement amounts agreed to by Checkmate AI). Checkmate AI’s obligation shall not apply where alleged infringement arises from: (a) modifications to the Services not made by Checkmate AI; (b) combination of the Services with products, data, or processes not provided by Checkmate AI; (c) Customer’s use in breach of this Agreement; or (d) use of an outdated version where a newer version would have avoided the claim.

6. Warranty Disclaimer

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CHECKMATE AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHECKMATE AI MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE SERVICES’ USE SHALL BE BORNE SOLELY BY CUSTOMER.

CHECKMATE AI MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. CHECKMATE AI IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.

CHECKMATE AI DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF RESULTS OBTAINED THROUGH USE OF THE SERVICES, AI-GENERATED TRANSCRIPTIONS, SCORES, OR ALERTS. CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT OR EMERGENCY RESPONSE PROCEDURES.

7. Beta, Evaluation, and Trial Services

From time to time Checkmate AI may offer beta, evaluation, or trial versions of the Services. Such Services are provided “as-is” without any warranties or commitments of any kind, and Checkmate AI shall have no liability arising from or relating to Customer’s use of beta, evaluation, or trial Services.

8. High-Risk Use Disclaimer

The Services are designed to support proactive outreach and wellness monitoring, but are not a substitute for emergency services. The Checkmate Score and AI-generated alerts are informational tools intended to assist care teams and coordinators in prioritizing outreach, and do not constitute clinical diagnoses, emergency dispatch services, or guarantees of any particular outcome. Customers using the Services in healthcare or public safety contexts must implement appropriate escalation protocols and emergency response procedures independent of the platform. Checkmate AI disclaims all liability for harm arising from reliance on AI-generated content in lieu of appropriate professional judgment or emergency response.

9. Limitation of Liability

CHECKMATE AI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR, (B) ONE HUNDRED DOLLARS ($100) IF YOU ARE USING THE SERVICES UNDER A FREE TRIAL, PILOT, BETA PROGRAM, OR OTHER UNPAID ARRANGEMENT. THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL NOT APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS, BREACH OF THE ACCEPTABLE USE POLICY, OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.

10. Intellectual Property Rights

10.1 In General

All rights, title, and interest in the Services, Site, and any content contained herein are the exclusive property of Checkmate AI, except as otherwise stated. Checkmate AI and its licensors own the entirety of the Site, including all names, logos, trademarks, service marks (collectively, “Marks”), underlying technology, proprietary algorithms, the Checkmate Score methodology, and all derivative works thereof. Customer is expressly prohibited from reverse engineering, decompiling, or otherwise attempting to derive source code or underlying models. Checkmate AI may collect and use aggregated and de-identified data derived from Customer’s use of the Services for purposes of operating, improving, and developing the Services, provided such data cannot reasonably be used to identify Customer or its users.

10.2 Limited License

Subject to Your compliance with these Terms, Checkmate AI grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Service and Site for Your internal business purposes. This license does not include any right to:

• Modify, adapt, or hack the Service
• Reverse engineer, decompile, or disassemble the Service
• Sublicense, sell, rent, lease, transfer, assign, or distribute the Service
• Create derivative works based on the Service
• Use AI-generated outputs, voices, or content to train, improve, or develop models or services that compete with Checkmate AI

10.3 Customer Data and Content

You retain ownership of all data, contact lists, and content You provide to the Service (“Customer Data”). By submitting Customer Data, You grant Checkmate AI a limited, non-exclusive license to process and use such data solely to provide the Services. Checkmate AI will not use Customer Data for any purpose outside the scope of providing the Services unless separately authorized in writing.

10.4 Feedback

If You provide Checkmate AI with any feedback, suggestions, or ideas regarding the Service or Site (“Feedback”), You grant Checkmate AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to compensate You.

10.5 Trademarks

You grant Checkmate AI the right to identify You as a customer or user of the Service using Your company name and marks in Checkmate AI’s marketing materials and on its Site. You may revoke this right upon thirty (30) days’ written notice.

11. Call and Conversation Recording

If You do not opt out of recording, You give Checkmate AI permission to record calls and conversations made using the Service and to process communication data and transcripts for purposes of delivering AI-powered analytics, signal detection, and the Checkmate Score. Before being used for platform improvement or model training purposes, such data will be de-identified and aggregated using commercially reasonable industry-standard methods. Nothing in this section reduces or restricts Your obligations under applicable laws, including those described in Section 4. Checkmate AI shall implement commercially reasonable security measures to protect recorded data and shall notify Customer without undue delay in the event of a data breach affecting Customer Data.

12. Service Levels

Checkmate AI shall use commercially reasonable efforts to maintain at least 99.5% uptime for the Services, excluding scheduled maintenance windows (not to exceed six hours per month) and events of force majeure. Support response times and escalation procedures may be set forth in a separate SLA document executed between the parties.

13. Data Security and Privacy

Checkmate AI shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Checkmate AI will notify Customer without undue delay following discovery of a security breach affecting Customer Data. Customer remains responsible for securing its own access credentials and for all activity under its accounts. HIPAA Business Associate obligations, if applicable, will be addressed in a separate BAA as described in Section 4.4.

14. DMCA Policy

Checkmate AI respects the intellectual property rights of others and expects users of the Site to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:

• A physical or electronic signature of the copyright owner or authorized representative
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material
• Your contact information, including address, telephone number, and email address
• A statement that You have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law
• A statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the copyright owner

15. Modifications to Terms

Checkmate AI reserves the right to modify these Terms at any time in its sole discretion. Updated versions will be posted on the Site and are effective immediately upon posting. Your continued use of the Site or Services after any such changes constitutes Your acceptance of the new Terms. Checkmate AI encourages You to periodically review the Terms to stay informed of updates.

16. Export Control

Customer represents and warrants that it is not located in a country subject to U.S. Government sanctions and is not a prohibited party under applicable export control laws. Customer shall not use or permit others to use the Services in violation of U.S. export control laws or regulations.

17. Dispute Resolution

17.1 Pre-Litigation Dispute Resolution

For all disputes, You must first give Checkmate AI an opportunity to resolve Your claim by sending a written description of Your claim to the address in Section 17.8 below. The parties agree to negotiate in good faith. If We do not resolve the claim within 60 days after receipt of the written description, You may pursue Your claim in court.

17.2 Class Action Waiver

WE (YOU AND CHECKMATE AI) EACH AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. IF A COURT DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE CLASS ACTION WAIVER WILL BE VOID AS TO YOU.

17.3 Jury Trial Waiver

YOU AND CHECKMATE AI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.

17.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any choice of law or conflict of law provisions.

17.5 Exclusive Jurisdiction

The state and federal courts in the State of Ohio shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties arising out of or relating to this Agreement.

17.6 Venue

Any lawsuit, legal action, or proceeding arising from or relating to this Agreement must be instituted in the state or federal courts in the State of Ohio.

17.7 Consent to Jurisdiction

The parties hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue in such courts, including any objection based on forum non conveniens.

17.8 Contact for Dispute Notices

Checkmate AI, LLC

c/o Legal Department

Email: legal@checkmate-ai.com

18. Order of Precedence

In the event of a conflict between these Terms and any order form, proposal, or SLA, these Terms shall control unless expressly stated otherwise in such order form or SLA.

19. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

20. Assignment

You may not transfer or assign this Agreement or any of Your rights or obligations under it, by operation of law or otherwise, without our prior written consent. Checkmate AI may transfer or assign all or part of this Agreement without notice. Upon such transfer or assignment, Checkmate AI shall be released from all liability with respect to this Agreement.

21. Survival

Sections relating to Intellectual Property Rights, Indemnification, Limitation of Liability, Governing Law, Export Control, Mobile Messaging and SMS Data, and any provisions which by their nature should survive, shall survive termination or expiration of this Agreement.

22. Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding payment obligations) to the extent such default or delay arises from causes beyond their reasonable control, including acts of God, natural disasters, fires, acts of war or terrorism, civil disorders, labor disputes, medical emergencies including pandemics, network failures, power outages, and government orders. The time for any performance required hereunder shall be extended by the delay incurred as a result of such force majeure event.

23. Enforcement and Waiver

Checkmate AI has the right, but not the obligation, to monitor, investigate, restrict, enforce, and take any other action regarding actual, attempted, or suspected violations of this Agreement. Checkmate AI will determine in its sole discretion whether a violation has occurred and may terminate, suspend, modify, or limit Your Service accordingly. Any waiver of or failure to enforce any provision in one instance shall not be construed as a waiver of any provision or right in another instance.

24. Contact Us

If You have any questions, concerns, comments, or complaints regarding Your Services, Your billing, or this Agreement, please contact Checkmate AI using the following information:

Checkmate AI, LLC

Website: https://checkmate-ai.com

Contact Form: https://checkmate-ai.com/contact/

Email: legal@checkmate-ai.com