Sonar - Legal

Privacy

THE SONAR SITE AND OUR SERVICES
1. WHO WE ARE
  1. Introduction. Welcome to Sonar. These General Terms of Service (the “Sonar General Terms”) are a legally binding agreement between you (“User”, “you” or “your”) and us, Gm Echo Clicks Ltd (“Sonar”, the “Company”, “us”, “we” or “our”) and govern your access and use of the Sonar products and services on our website https://sonar.echo.xyz or any successor thereto (the “Sonar Site”).
2. OUR SERVICES
  1. Scope. In reading these terms, the “Services” should be interpreted as all of the services, websites (including the Sonar Site), and applications offered by Sonar, but shall not include any services offered by Gm Echo Manager Ltd (“Echo”), including but not limited to the Echo Investment Services and Embedded Wallet Services (as defined in the Echo Service Terms available at https://echo.xyz). If you wish to access any services provided by Echo, such as the Echo Investment Services, you must separately and independently request access to those services.
  2. Your Account. To access the Services, you must have an Account. You may create an Account before requesting access to the Sonar Services and completing your onboarding process for the Sonar Services. If you create an Account and either (A) you do not request access to the Sonar Services; or (B) you do not complete the onboarding steps for the Sonar Services (including accepting these Terms), you will not be able to access any Sonar Services whatsoever.
  3. Changes. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by requiring you to log in to our Services again and accept the new Terms, and/or by some other reasonable means. We may suspend, discontinue, or modify any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services without liability to you. We reserve the right to remove any User Content (defined below) from the Services at any time, for any reason in our sole discretion, and without notice. If you don’t agree with the new Terms after any changes, you are free to reject them. Unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
3. ADDITIONAL TERMS AND SERVICES
  1. Additional Terms and Policies. Your use of the Services is subject to additional terms and policies as may be posted on the Sonar Site or otherwise on the Services from time to time and include the policies listed below.
    - Personal Data. Please review our Privacy Notice, which applies to your use of the Services and details information on how we collect, use and share your information. We may amend our Privacy Notice from time to time in our sole discretion, and any changes will be effective upon posting the amended Privacy Notice at our domain where the prior version of the Privacy Notice was posted, or by communicating these changes through any written or other contact method we have established with you.
    - Sonar API Terms. If you use any Sonar application programming interface (API), you will be required to agree to the relevant Sonar API Terms terms and conditions (“Sonar API Terms”) in connection with your use of that API.
  2. Third Party Service Terms. While using the Services, you may also receive access to or use certain services provided by third parties, including but not limited to anti-money laundering and identity verification services and open-source software and services that are not owned or controlled by us (“Third-Party Services”). Your use of any Third Party Services is subject to these Terms and to any additional terms or policies applicable to such Third-Party Services by the provider of such services. Do not use such Third Party Services if you are unwilling to accept their terms. When using Third Party Services, you are solely responsible for any information you provide to such third party and we will have no responsibility or liability for any Third Party Services. Any data or information you allow Sonar to access from a Third Party Services will constitute User Content (as defined below) for purposes of these Terms.
4. YOUR AGREEMENT TO BE BOUND
  1. Agreement to be Bound. By accessing or using any of the Services (including by simply viewing Content on the Sonar Site), you agree to be bound by these Terms. To the extent you enable any other person to access any of our Services through your Account (as defined below), you also are agreeing to be bound by these Terms and are representing to us that you have the requisite authority to provide that agreement for such person. IF YOU DON’T AGREE TO BE BOUND BY THESE TERMS, YOU ARE PROHIBITED FROM USING ANY OF THE SERVICES. By using any of the Services, you represent that you have all necessary rights and consents to provide any information related to any third party that you provide to us. In addition, you acknowledge and agree that even though you may provide Sonar with representations, warranties, or other information about you in order to access or use a Service, you may be required to provide the same representations, warranties, or other information in order to be able to use other Services and are responsible for compliance with any such requirements.
  2. Limitations. Despite the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of these Terms, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, those provisions in these Terms will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
  3. IMPORTANT ARBITRATION NOTICE. WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SONAR THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION E.I.iii “CHOICE OF LAW; ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE WILL NOT APPLY TO YOU BUT THE CHOICE OF LAW PROVISIONS WILL APPLY.
YOUR ACCESS TO THE SERVICES
1. YOUR ELIGIBILITY TO USE THE SERVICES
  1. General Requirements. To access or use any of our Services, you must be able to form a legally binding contract with us and you represent and warrant that you are at least 18 years of age. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Services for your own personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.
  2. Services Restrictions in Certain Jurisdictions. Sonar operates and controls the Services from its offices in the British Virgin Islands. We make no representation that the Services are appropriate or available in other locations and by accessing the Services, you agree that regardless of your current physical location at the time of accessing the Services, your access to, and use of, the Services shall be deemed to occur solely within the British Virgin Islands for all legal and regulatory purposes and for the purposes of these Terms. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would trigger any registration requirement for Sonar within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Notwithstanding the above, the Services are not authorized for use in certain other jurisdictions in which the Financial Action Task Force (“FATF”) has embargoed goods or has otherwise applied any economic sanctions and you aren’t authorized to use the Services if you reside in any such jurisdiction. If permits and licenses are required for you to use the Services, it is your responsibility to first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations.
2. ACCOUNT CREATION
  1. Creating an Account. For certain of the Services you’ll need an account (an “Account”). If you already have an Account that you use to access the services provided by Echo, you must agree to share your Account information with Sonar for the purposes of accessing the Sonar Services by accepting these Sonar Terms. In doing so, you agree that Echo may share your Account information, including personal data, with Sonar and that these Terms and the Sonar Privacy Notice will govern Sonar’s use of that personal data. You should understand that this means that, once you agree to the Sonar Terms, all of the personal data you have authorised for disclosure to Echo will be available to Sonar. Regardless of the access level of your Account, it’s important that you provide us with accurate, complete and current information and keep this information up to date. If you don’t, we might have to suspend or terminate your Account or prevent your access to some or all of the Services, including but not limited to Log in with Sonar. To protect your Account, keep the Account details and password confidential, and you agree that you will notify us right away of any unauthorized use. You’re solely responsible for all activities that occur under your Account, regardless of whether you know about them or intended the results. You are only allowed to create one Account and you agree you won’t share your Account with anyone. You also agree that you will not: (i) create another Account if we’ve disabled, frozen or deleted one you previously established, unless you have our prior written consent; (ii) buy, sell, rent, license or lease access to your Account or username, unless you have our prior written consent; (iii) share your Account password or other log-in credentials with anyone; or (iv) log in or try to log in to access any of the Services through unauthorized third party applications or clients.
  2. Permissioning Other Users. We may provide you with the ability to grant the Accounts of other Users certain permissions (“Permissioned Users”) to act on your behalf in certain respects. By providing Permissioned Users access to your Account, you hereby represent and warrant that (i) the Permissioned User is authorized to act on your behalf; (ii) you will remain financially responsible for all such Permissioned User’s actions taken in accordance with such permissions, including, if applicable, the execution of binding contracts on your behalf; and (iii) you will ensure that any Permissioned User acting on your behalf complies with the Terms and you will be fully and directly liable to Sonar for any act or omission of any such Permissioned User in connection with the Terms or the Services.
  3. Personal Data. You acknowledge and agree that we may process personal data in relation to you, or others (whose personal data you provide to us), in connection with the Terms and as described in our Privacy Notice. Your disclosure to us of any personal data relating to other individuals was or will be made in accordance with all applicable data protection and privacy laws, and you will ensure that all personal data is accurate, up to date and relevant at the point of disclosure. Before providing personal data to us, you acknowledge that you have read our Privacy Notice and have provided any individuals whose personal data you have provided to us, with a copy of, or directed them towards the webpage containing our Privacy Notice. You shall provide us with the information we request for the provision of the Services and as otherwise outlined in these Terms and our Privacy Notice. An example of this is personal data for the purpose of identity verification and the detection of financial crime, and allowing us to keep a record of such. You may also be required to undergo enhanced due diligence where required by applicable laws and regulations or where we decide it is appropriate (in our sole discretion). In providing us with your personal data and information, you confirm that it is true, accurate and complete and that you have not withheld information that may influence our evaluation of you for registration or the provision of the Services. You understand and agree to us making enquiries, whether directly or through third parties, that we consider necessary to verify identity and/or detect financial crime, and to take action we determine is necessary based on the results. Where we are required under applicable laws and regulations to obtain your consent (but not the consent referred to under applicable data protection laws as a lawful basis for processing) i.e. under relevant financial laws and/or regulations, to the extent it is allowed and permissible under such, you entering into these Terms and receiving the Services constitutes you providing such relevant, necessary consent as required for you to receive the Services.
  4. Additional Information Required. Sonar may require you to provide additional information and documents at the request of any competent legal authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Sonar may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your Account is being used for money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your Account were effected in breach of these Terms. In each such case, Sonar, in its sole discretion, may freeze, disable (or terminate) your Account until such additional information and documents are reviewed by Sonar and are accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Sonar may refuse to provide the Services to you. We reserve the right to report any activity occurring using the Services to relevant legal or tax authorities if required under applicable law. Other than as required by law, you are solely responsible for maintaining all relevant tax records and complying with any reporting requirements you may have as related to our Services.
  5. Right to Terminate User Access or Refuse Registration. Sonar reserves the right to terminate your access to the Services (including access to your Account) without notice and, if you violate the Terms, to pursue other remedies at law or in equity. We may delete or suspend your Account where we reasonably believe it is necessary due to a material breach of these Terms, unlawful activity, or security concerns or for any other reason or for no reason at all, and if we delete your Account you will lose all access to your User Content and other Content. Where feasible, we will provide advance notice and an opportunity for you to retrieve your User Content. We also have the right to refuse registration of or cancel your Account in our discretion for any reason or for no reason. In addition, Sonar reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content through the Services or to terminate Users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to (i) comply with or satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to User support requests or (v) protect the rights, property or safety of Sonar, its Users and the public.
  6. Log in with Sonar. If you create an Account, as one of the Services you may make a request to us to “Log in with Sonar” on a third-party app, site or platform. You may make this request by way of an online “OAuth” (or similar) confirmation. In doing so, you will sign in to your Sonar Account and grant a limited permission for that third-party app, site or platform to see or do specific things with your Account, for example to call an API to confirm whether or not you have undertaken KYC with Sonar or whether or not you meet certain eligibility requirements set by that third party. If you make such a request to us, Sonar will issue a digital confirmation to the third-party app, site or platform and the digital confirmation that Sonar issues proves you made that request and gave your permission to the third-party app, site or platform to see or do specific things with your Account. The digital confirmation will specify only the scope of the rights and permissions you approved and can be revoked by you at any time. The third-party third-party app, site or platform will use the digital confirmation to make API calls. The third party will not have access to your Sonar password or Account itself. When you select “Allow” or “Authorize” on the OAuth consent screen, you expressly instruct Sonar under these contractual Terms to disclose the personal data identified on that screen (“Authorized Data”) to the third-party application or site for the purposes you also approved. In selecting “Allow” or “Authorize” on the OAuth consent screen, you expressly instruct Sonar under these contractual Terms to disclose any and all personal data identified on the OAuth consent screen that you have provided to Sonar to the third-party app, site or platform. This may include identifying information or documents you have submitted, but this information will be disclosed only with your consent on a relevant consent screen and only to the extent necessary for the third-party app, site or platform to comply with its legal, regulatory or tax obligations after making a written request to Sonar and evidencing those legal, regulatory or tax obligations (the “Permitted Purpose”). You should understand that this means that, once you approve access to a third-party app, site or platform, all of the personal data you have authorized for disclosure will therefore be treated as Authorized Data, but only for the Permitted Purpose. The authorization continues until you revoke it. You can revoke the authorization at any time in your profile or by contacting Sonar support. Revocation disables the OAuth digital confirmation, so that the third-party app, site or platform can no longer make API calls in respect of your Account. However, if the third-party app, site or platform has relied on Authorized Data, it may still be entitled to keep such Authorized Data if it is legally required to do so, and/or to request such Authorized Data from Sonar, but only for the Permitted Purpose. Both Sonar and any third-party application or site that is granted access to your Authorized Data under the Sonar API Terms must implement industry-standard technical and organisational measures to protect Authorized Data against unauthorized access or disclosure. Any processing and transfer of Authorized Data will comply with all applicable data-protection laws. If data is transferred outside your jurisdiction, the parties shall rely on a valid transfer mechanism. As part of Log-in with Sonar, Sonar is responsible for sharing only the Authorized Data and for maintaining the integrity of the OAuth digital confirmation. The third-party application or site that you choose to authorize is independently responsible for its subsequent processing of the Authorized Data, for compliance with data protection laws and any request for the third party to delete your information should be directed to a relevant contact at that third party. When you grant a third party access to your Authorized Data, Sonar will honour that request promptly. However, Sonar does not control these third parties or their data security and control protocols. You should only grant your consent for the third party to access Authorized Data if you are comfortable with their data security and control protocols in place and the third party accessing all of your data for the Permitted Purpose.
  7. Data Protection. Both Sonar and any third-party application or site that is granted access to your Authorized Data under the Sonar API Terms must implement appropriate technical and organisational measures as required under applicable data protection laws to protect Authorized Data against unauthorized access or disclosure. Any processing and transfer of Authorized Data will comply with all applicable data-protection laws. If data is transferred outside your jurisdiction, the parties shall rely on a valid transfer mechanism. As part of Log-in with Sonar, Sonar is responsible for sharing only the Authorized Data and for maintaining the integrity of the OAuth digital confirmation. The third-party application or site that you choose to authorize is independently responsible for its subsequent processing of the Authorized Data, for compliance with data protection laws and any request for the third party to delete your information should be directed to a relevant contact at that third party. When you grant a third party access to your Authorized Data, Sonar will honour that request promptly. However, Sonar does not control these third parties or their data security and control protocols. You should only grant your consent for the third party to access Authorized Data if you are comfortable with their data security and control protocols in place and the third party accessing all of your data for the Permitted Purpose.
  8. Authentication Parties. Log in with Sonar facilitates cross-platform authentication, identity validation, accreditation verification, investor credentials reporting and confirmation, communications and other information transmittal between companies (including issuers), prospective investors, current securities holders, applicants, broker dealers, investment platforms and other third parties who you choose to provide Authorized Data to (the "Authentication Parties"). We help facilitate these sorts of information transmittals between the Authentication Parties for the purpose of those Authentication Parties (but not Sonar) determining eligibility for a particular transaction. These communications do not involve the actual transfer of securities and the Authentication Parties may not use the Services to, among other things, help complete financial transactions external to the Services (the "External Transactions"). However, as described above, you may request that your Account is used by us to make certain communications or confirmations to certain third party Authentication Parties with respect to the information you provide to Sonar when you create and maintain your Account. In order to make these communications or confirmations, regardless if used by any Authentication Party or in any External Transaction, you may be asked to represent and warrant to your status or qualifications as an investor, or otherwise to provide information to support your status or qualifications as an investor. You may also be asked to upload certain identifying, tax, brokerage, financial, liability or other information or to permit us to request such information from a third-party. You understand and agree that Authentication Parties may rely on this information and these representations to establish that a particular External Transaction is permissible and that, if applicable, the sale of securities falls under an applicable exemption from registration. You hereby consent to reliance by any Authentication Party on information that you provide and representations made via the Services, Log in with Sonar or as part of the creation or maintenance of your Account. To the extent you do not create an Account for the purposes of using the Services, but wish to examine the Services or Log in with Sonar as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, as an advisor to securityholders and investors, or in some other role, your access to certain Service functionality will be limited or blocked.
RIGHTS, RESPONSIBILITIES AND RESTRICTIONS WHEN USING OUR SERVICES
1. CONTENT OWNERSHIP, RIGHTS, AND RESPONSIBILITIES
  1. Definitions. For these Terms, the term “Content” means all of the materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, service names, logos, and other marks owned by us and/or used by use as part of the Services. “User Content” means all Content you or any User of your Account provides to be made available through the Services, including, without limitation, any profile information, the content of your communications, comments, or other postings on the Services, and any other information that you provide to us or another User in connection with the Services.
  2. Our Content Ownership and Your Rights to Our Content. As between you and Sonar, we exclusively own all right, title and interest in and to the Services and Content (including all associated intellectual property rights), other than User Content and Content owned by Third Party Services (which Third Party Services may include open-source software or services not owned or operated by us). Subject to your acceptance of and adherence to the Terms, we hereby grant to you a limited, non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services and access the Content through our Services for your reasonable internal business or personal purposes. You acknowledge that the Services and Content (including service names, logos, and other marks owned by us and used as part of the Services) are protected by copyright, trademark and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Sonar’s) rights. You also acknowledge and agree that Sonar is not obligated to verify the Content provided by its Users (although we reserve the right to conduct any background check or other screening at any time using available public sources).
  3. Your User Content and Your Grant of Rights to Us. You own your User Content. We do not claim any ownership rights in any User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, by making any User Content available through the Services, you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, publish, and publicly perform your User Content in connection with providing, improving, and operating the Services. In the event that Sonar is determined not to be the licensee of any User Content you have shared through the Services or your Account or otherwise provided to us for any reason, including all rights that may be known as or referred to as “moral rights,” “artist's rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby (a) ratify and consent to any action that may be taken by or authorized by us with respect to such Moral Rights and agree not to assert any Moral Rights with respect to such User Content, and (b) agree that you will confirm any such ratifications, consents and agreements from time to time as requested by us. You also agree that we may use your (and your organization’s) name and logo in listings of Sonar’s customers on our Sonar Site and in other public statements or disclosures for the purposes of marketing the Services.
  4. Your Responsibility for User Content. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are also responsible for all your activity in connection with your use of the Services. You further represent and warrant that none of your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, Moral Rights, or result in the violation of any applicable laws. If any of your User Content infringes on another person’s rights, providing this User Content to us where we may republish it may subject you to liability, and Sonar will not be responsible or liable for any use of your User Content in accordance with the Terms.
  5. Removal of User Content. We may provide you with the ability to remove or delete your User Content. However, in certain instances (for example, where we are required to retain data for legal, regulatory, tax or other compliance purposes), some of your User Content (such as your profile information or messages you send) may be retained in accordance with our legal obligations or legitimate interest. Copies of your User Content may continue to exist as part of the Services or held by Sonar or a third party to whom you provide Authorized Data. You retain the right to request erasure of your personal data under applicable data protection laws, and we will comply with such requests where we are not legally required or entitled to retain the data. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content in accordance with these Terms, except as required under applicable law.
  6. Our Right to Control Content; No Obligation to Display Content. We may, but are not required to, monitor, edit, remove or in any other manner control the Content posted via the Services. A failure by us to exercise this right does not give you any right to make a claim against Sonar or our affiliates. We may delete or modify any Content that has been uploaded through the Services at any time without notice to you. You acknowledge and agree that we have no obligation to accept, display, review, verify, monitor or maintain any User Content. Notwithstanding the foregoing rights, we reserve the right to treat User Content as Content stored at the direction of Users for which we will not exercise editorial control except as required to enforce the rights of third parties and applicable legal Content restrictions if brought to our attention.
  7. No Payment Obligations. You acknowledge and agree that Sonar is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on the Services or Content you provide to through the Services. You further acknowledge and agree that Sonar is not obligated to feature or otherwise display your Content via the Services.
2. PROHIBITED USES
  In addition to the other covenants, representations and warranties you are providing by accepting these Terms, you represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
  - Infringes or violates the intellectual property rights or any other rights of anyone else (including ours);
  - Violates any law or regulation, including, without limitation, any applicable export control laws;
  - Uses false or deceptive identifying information or attempts to use false or deceptive information to hide your own affiliation or identity, including by use of identifying information that belongs to, is owned by, or controlled by another person with the intent to impersonate that person or for any other reason;
  - Is otherwise harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  - Copies, discloses or distributes Content except as expressly permitted by the Terms (including through the use of automated or non-automated harvesting, collection or “scraping”) or otherwise use the Services for competitive purposes;
  - Uses any Content, or other information acquired from Sonar, our Users, or otherwise through your use of the Services for purposes outside of the purposes for which we make the Services available, or in a manner that directly or indirectly competes with Sonar or the Services, without prior written approval from Sonar;
  - Attempts, in any manner, to obtain or use the private key, password, Account, other account, or other security information from any other user without appropriate authorization;
  - Attempts to access another user’s private key or other security information on any third-party site or services that provide access to such user’s wallet or private key on our Services;
  - Violates the security of any computer network, or cracks any passwords or encryption codes;
  - Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
  - Rents, leases, resells, sublicenses, distributes, or otherwise transfers access to any of the Services, or use any of the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit any of the Services other than in accordance with these Terms;
  - Solicits or otherwise contact Users using the Services to request contact information, other than in accordance with these terms; or
  - Enables or facilitates any third party doing any of the foregoing.
3. ADDITIONAL AGREEMENTS AND REQUIREMENTS
  In addition to the other covenants, representations and warranties you are providing by accepting these Terms, you further represent, warrant and agree that:
  - You have read and understood the Terms, including our Privacy Notice and any specifically applicable Services Terms before using the Services, and you will review any updates to the foregoing;
  - If you created an Account with Sonar and you subsequently wish to use any services offered by Echo, including but not limited to the Echo Investment Services and Embedded Wallet Services, you shall separately and independently initiate contact with Echo on your own initiative, for the purpose of using the Echo Investment Services and joining one or more groups on Echo, and your contact with Echo was not requested, invited, induced or solicited in any way by Sonar, Echo or any person acting on Sonar or Echo’s behalf.
  - Prior to acting for any third party in respect of the Services (including any entity), you will disclose all such third parties to us;
  - You will promptly update your registration information, Know your Customer Information, and any other information provided to Sonar as a pre-requisite to accessing any of the Services (including your email address and other contact information) with Sonar and all Content you provide so that it remains true, correct and complete;
  - You will not provide any information that is untrue, inaccurate, misleading, fraudulent or incomplete.
  - You agree to take full responsibility for any consequences stemming from your providing any untrue, inaccurate, incomplete or misleading information and agree that Sonar did not willfully aid, abet or facilitate the publication or transmission of any such information;
  - If you are submitting information on behalf of a third-party, you are doing so with all necessary consents under applicable law;
  - You have sole responsibility (including legal responsibility) for all information submitted via the Services, including its accuracy, quality, legality and, in the case of personally identifiable information, the manner and means by which you acquired the information submitted;
  - You will not misrepresent or provide any information, including any supporting documentation (or by failing to fully disclose any relevant information create an implication) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your identity, your status as an accredited investor or qualified purchaser (if applicable), your ownership position, the transferability of securities, your intentions, or your desire to enter into any transaction, or (ii) in an attempt to falsify credentials or other identity characteristics required for participation in a potential transaction.
  - You will not misrepresent your affiliation with or impersonate any person or entity.
  - You will not upload any information that is confidential, proprietary, or owned by a third-party. Please note that information that is otherwise confidential between you and your employer or company may be covered by an exception (by contract, statute, or otherwise) for purposes of your considering possible transactions involving a company’s securities. Even if you are entitled to disclose these confidences to us for purposes of a transaction, you must inform us of their confidential nature so that we know whether or not we may use them without breaching any confidentiality obligation you may owe your company.
  - Provide or link to fake identities, or accounts that are not your own, on other services such as investment platforms, social media platforms, banks or other financial institutions, or an online brokerage or stock and option management service.
  - If there is a dispute between participants of the Services, or between Users and any third party, you acknowledge that we are under no obligation to become involved;
  - Attempt to gain, or solicit, access to secured or private portions of the Services without making a request to Sonar and providing the required information and confirmations, or access any other person’s account or information, except as permitted by Sonar.
  - The Services may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against us for the placement of advertising or similar Content on the Services or in connection with the display of any Content or other information from the Services;
  - You will comply with all applicable laws, rules and regulations in using the Services, as well as in engaging in any contractual relationship resulting therefrom;
  - Your use of the Services is not prohibited based on your residence, jurisdiction of organization, citizenship or location from which you are accessing the Services;
  - To the extent we make available to you any Sonar API on the Sonar Site or elsewhere, you agree to be bound by the Sonar API Terms, including any rate limitations or best practices we prescribe from time to time.
4. THIRD PARTY SERVICES AND OPEN-SOURCE SOFTWARE.
  1. Third Party Services and Content; No Endorsement. The Services may contain links or connections to Third-Party Services that are not owned or controlled by us. In other cases, Third-Party Services may integrate with our Services, or we may integrate with third party websites or other services. When you access third party websites or use third party services, you accept that there are risks in doing so, that we are not responsible for such risks and that we are not responsible for the content, terms, or operation of those services, except where we have failed to act with reasonable care in providing access to or integrating such services. The fact that our Services may be used with other Third-Party Services should not be taken as an endorsement of those services and we do not guarantee the accuracy, reliability, or suitability of any goods, services, or content provided by such third parties. Any Third-Party Services, information or Content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk. To the extent permitted by applicable law, we will not be liable for any loss or damage arising from your use of or reliance on any Third Party Services, except where we have failed to act with reasonable care in providing access to or integrating such services. If you are a business or using the Services on behalf of an organization, you access and use Third Party Services entirely at your own risk. We make no warranties or representations regarding any Third Party Services, and to the maximum extent permitted by law, we disclaim all liability arising from or related to your use of or reliance on them. It is your responsibility to evaluate the suitability of any Third Party Services you choose to use in connection with the Services.
  2. Open-Source Software. You acknowledge that the Services may use, incorporate or link to certain open-source software or components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise use the Services in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.
  3. No External Transaction is conducted on or facilitated by our Services, by Sonar or our affiliates. Securities transactions must be conducted on other third-party platforms and websites, typically through registered broker-dealers or other authorized persons. As part of the Log in with Sonar Service, at the request of Users, we may perform accreditation verifications that are used by Authentication Parties to ensure compliance in External Transactions conducted off the Sonar Site, but we do not onboard or otherwise treat a User of the Sonar Site, Log in with Sonar or the Services as a User of any other of our affiliate’s services or offerings unless and until such User separately and independently requests to access such additional services and completes the additional onboarding steps and requirements. All External Transactions occur on third-party websites, or off-Sonar Site by email, telephone, or other means. Neither Sonar nor any of their affiliates provide any investment advice or make any investment recommendations to any persons, ever in relation to any External Transaction, and no communication through our Services or in any other medium should be construed as such. Our Services are not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or which would subject Sonar to any registration or licensing requirement within such jurisdiction in relation to any External Transaction. Where required by applicable law, Sonar will take reasonable steps to restrict access to the Services from such jurisdictions. By using the Services, you confirm that you are not subject to any such restrictions and that your use complies with all applicable laws. Nothing in the Services shall constitute an offer or a solicitation of an offer to buy or sell any products or services related to any External Transaction, including but not limited to any securities, financial instruments or other investments or investment advice. Any information made available via our Services related to securities and financial instruments may not be suitable for you or available in the jurisdiction in which you are located, or may only be available through Sonar Services that are only available to a subset of Users in certain jurisdictions. In relation to all External Transactions, no Sonar entity (nor Echo) acts as or holds itself out as being a registered broker-dealer, funding portal, investment adviser, or investment manager, and no Sonar entity (nor Echo) nor any of our respective affiliates offers investment advice or advice on the raising of capital through securities offerings, nor does it solicit, broker, close, or otherwise participate in any External Transactions. Neither Sonar nor Echo recommend or otherwise suggest that any person or entity participate in any External Transaction, which such participation shall be entirely at each such participant’s own risk.
  4. We do not advise on the merits or risks of any given investment opportunity available to you in connection with an External Transaction. We accept no responsibility for any actions, decisions, or transactions you undertake in relation to any External Transaction. We and the Services do not offer financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether an investment strategy, transaction, trade, or other action on its part, of any kind, is appropriate for you based on your personal financial goals, circumstances and risk tolerance. Investing in digital assets, including, without limitation, stablecoins, is considered highly speculative and carries a significant level of risk, including the potential for substantial loss of capital. You should be prepared to bear the full loss of your investment in respect of any External Transaction. Before participating in any External Transaction that involves digital assets, you should ensure that your financial situation is suitable for dealing with digital assets, and that you have the ability to bear any potential losses. You are solely responsible for conducting your own independent due diligence, obtaining appropriate legal, financial, and other professional advice, and evaluating the risks and benefits associated with any investment opportunity, including, without limitation, any External Transaction. Any External Transaction will be subject to terms specific to that External Transaction; you must review and accept those terms before proceeding; and we have not reviewed or had any input on any terms relating to an External Transaction in any way. Any investments available to you in connection with an External Transaction may not be suitable for all investors (including you). The value of any investment you make may fluctuate, resulting in gains or losses. Past performance of an investment is not indicative of future performance. Any investment in any External Transaction may carry an inherent risk that you may lose some or all of the invested capital. Your tax liability is dependent on its personal circumstances, for which independent advice should be sought if necessary.
RELEASES, INDEMNIFICATION, AND LIMITATIONS OF LIABILITY
1. Release and Indemnification
  1. General Release. You hereby irrevocably release any claims you may have against Sonar, its affiliates or subsidiaries, and the directors, officers, managers, partners, employees, members, owners, shareholders, agents, attorneys, third-party content providers, distributors, licensee or licensors and representatives of the foregoing (the "Sonar Parties") that are in any way related to:
    - The Services or your use of Content, including any representations, recommendations or referrals you may receive or make as a result of your use of the Services;
    - Misstatements, inaccuracies, misrepresentations, incompleteness or omissions in Content, and your reliance on the quality, accuracy or reliability of any information, and metrics used on or available through the Services;
    - Contractual obligations or any other obligations that may arise, including by statute or operation of law, through communications made by Users;
    - Violations of the Terms;
    - Any use by a third party of Content obtained from the Services;
    - Your inability to use or access the Services or any Content, including, without limitation, as a result of (i) any suspension or termination of your Account; (ii) viruses, malicious code, bugs, glitches or errors in the Services; or (iii) delays, outages or disruptions that affect the Services; and
    - Any other party's access and use of the Services with your Account.
    Nothing in these Terms excludes or limits any liability that cannot be excluded under applicable law, including for death or personal injury caused by negligence or fraud. To the extent permitted by law, we nor our affiliates are liable for: (a) losses arising from your reliance on Content generated by other Users; (b) interruptions or unavailability of the Services caused by factors beyond our reasonable control; or (c) any third party’s unauthorised use of your Account where we have acted with reasonable care.
  2. Release Waivers. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE AND YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.”
  3. Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Sonar Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) (collectively, the “Losses”) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party with access to your Account), (b) your violation (including any violations by a third party with access to your Account) of these Terms or applicable law, (c) your violation (including any violations by a third party with access to your Account) of a third-party’s rights, (d) any amounts awarded against or required to be paid by any Sonar Party in connection with any dispute between or involving you and another User; (e) any Content you (or a third party with access to your Account) shared with other Users through the Services; (f) you or your Permissioned Users’ negligence, willful misconduct or fraud; and (g) any other party’s access and use of the Services with your Account. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to any contact information we have for you, if applicable (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You shall pay all reasonable attorneys’ fees, court costs, settlements, disbursements and other defense costs in connection with the Losses arising under this paragraph. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against any Sonar Parties. You agree that the provisions in this paragraph will survive any termination of your Account(s) or the Services.
2. Limitation of Liability
  1. Liability Limitations. DESPITE ANYTHING ELSE STATED IN THESE TERMS, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SONAR (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF REPUTATION, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU AS FEES TO SONAR IN CONNECTION WITH THE SERVICES IN THE NINETY (90) DAY PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
    Despite anything else stated in these Terms, we shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:
    - The ownership, validity or genuineness of any digital asset;
    - The collectability, insurability, effectiveness, marketability or suitability of any digital asset;
    - Transactions you conduct or attempt to conduct using our Services; or
    - Losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond our control, including without limitation: the failure of the Ethereum network or a particular application; acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics or pandemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party.
    We do not limit our liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or other liability that cannot be excluded or limited by law.
  2. Warranty Disclaimer. NEITHER SONAR NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. UNLESS OTHERWISE SET FORTH IN A SEPARATE WRITTEN AGREEMENT, WE (AND OUR LICENSORS AND SUPPLIERS) MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES. THE SERVICES AND CONTENT ARE PROVIDED BY SONAR (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. WITHOUT LIMITING THE FOREGOING, SONAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
GENERAL LEGAL TERMS
1. Misc.
  1. Term and Termination. Unless terminated by Sonar, the Terms will remain in full force and effect while you are using any of the Services. You're free to terminate your use of our Services at any time; please refer to our Privacy Notice to understand how we treat information you provide to us after you have stopped using our Services. We are also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
  2. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
  3. Choice of Law; Arbitration. These Terms and any non-contractual obligations arising out of or in connection with them are governed by and will be construed under the laws of the British Virgin Islands, without regard to the conflicts of laws provisions thereof. You agree that, at our option, any dispute in relation to these Terms shall be settled by confidential binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) in accordance with the BVI IAC Arbitration Rules currently in force. The law of this arbitration clause shall be the laws of the British Virgin Islands. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The number of arbitrators shall be one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitration proceedings shall be conducted in English. In the event we cannot agree on the identity of an arbitrator, the arbitrator will be selected by the Chief Executive Officer of the BVI IAC drawing only from the accredited international panel of arbitrators registered with the BVI IAC. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Despite the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the courts located in the British Virgin Islands. You may opt out of the arbitration provisions of this Section by notifying us in writing within thirty (30) days of the date you first registered for your Account. To opt out, you must send a written or email notification to Sonar that includes (i) your Account name, (ii) your name, (iii) your address, (iv) your email address and (v) a statement indicating that you wish to opt out of the arbitration provisions of the Terms. Opting out of these arbitration provisions will not affect any other terms of the Terms. If you do not opt out as provided in this paragraph, then your continued use of your Account or the Services constitutes mutual acceptance of these arbitration provisions. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SONAR ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
  4. Reporting Suspected Vulnerabilities. If you would like to report a vulnerability or have a security concern regarding our Services, please e-mail security@echo.xyz.
  5. Disputes Between Users. If there is a dispute between participants of the Services, or between users and any third party, you agree that we are under no obligation to become involved.
  6. Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You acknowledge and agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Sonar, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Sonar, and you do not have any authority of any kind to bind Sonar in any respect whatsoever.