THE SITE AND OUR SERVICES
WHO WE ARE
Introduction. Welcome to Echo. These General Terms of Service (the “General Terms”) are a legally binding agreement between you (“User” or “you”) and us, GM Echo Manager Ltd. and its affiliated entities (“Echo”, the “Company”, “us”, “we” or “our”) , that governs your access and use of the products and services on our website https://echo.xyz or any successor thereto (the “Site”). In reading these terms, the “Services” should be interpreted as all of the services, websites, and applications offered by Echo, including the Echo Investment Services and Embedded Wallet Services as described further below.
OUR SERVICES
Echo Investment Services. We provide a web platform where Group Leads (as defined in our Echo Investment Terms) can raise capital from Investors (as defined in our Echo Investment Terms) and qualified Investors can join groups led by Group Leads and participate in investment opportunities through investment vehicles offered through the Site. We refer to this aspect of our platform as the “Echo Investment Services,” and these services are subject to additional terms outlined in the Echo Investment Services Terms.
Embedded Wallet Services. As part of the Echo Investment Services, you may be permitted to create an embedded wallet under your control in order to send or receive digital assets in connection with one or more investments. We refer to this aspect of our platform as the “Embedded Wallet Services,“ and these services are subject to additional terms outlined in theEmbedded Wallet Terms of Service (the “Embedded Wallet Terms” and together with our Echo Investment Services Terms, the “Services Terms”).
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 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.
ADDITIONAL TERMS AND SERVICES
Additional Terms and Policies. Your use of the Services is subject to additional terms and policies as may be posted on the Site or otherwise on the Services from time to time and include the policies listed below.
Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information. We may amend the Privacy Policy from time to time in our sole discretion, and any changes will be effective upon posting the amended Privacy Policy at our domain where the prior version of the Privacy Policy was posted, or by communicating these changes through any written or other contact method we have established with you.
Risks. Please review our Risks Related to Investing on Echo for information on risks associated with transacting and investing in vehicles on Echo, including risks associated with using digital assets and the Embedded Wallet Services.
Services Terms. If you are a Group Lead creating a group and/or proposing an investment opportunity to your group or an Investor participating in a fundraise, you are also subject to the Services Terms.
Offering Documents. Investors participating in a fundraise using your Echo Investment Services will also be subject to all of the terms and conditions of the relevant offering documents for that particular fundraise, including any applicable offering memorandum, additional risk factors, additional privacy notices under applicable law, and subscription agreements.
Embedded Wallet Terms: All Users using Echo Investment Services also agree to be subject to our Embedded Wallet Terms and Privy’s User Terms of Service as further described in our Embedded Wallet Terms.
E-Signature Terms. In connection with providing our Services, we may provide certain Records (defined in our E-Signature Terms) to you in electronic form and obtain your electronic signature in connection with those Records. Your use of a digital signature in our Services will be governed by the E-Signature Terms, and if you choose not to accept these terms, you may be ineligible to use any or all of our Services.
The General Terms, the Service Terms, the Privacy Policy, the E-Signature Terms, and any other terms, rules, policies or guidelines we may post on the Site from time to time and are hereby incorporated by reference into these General Terms shall collectively be referred to as the “Terms”.
Third Party Service Terms. While using our Services, you may also receive access to certain services provided by third parties, such as anti-money laundering and identity verification services (“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 Echo to access from a Third-Party Service will constitute User Content (as defined below) for purposes of these Terms.
YOUR AGREEMENT TO BE BOUND
Agreement to be Bound. By accessing the Site (including by simply viewing Content on the site) or using any of our Services, you agree to be bound by these Terms. To the extent you enable any other person to access 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 THE SERVICES. By using 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 Echo 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.
Limitations. Despite the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, 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.
IMPORTANT ARBITRATION NOTICE. WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ECHO 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
YOUR ELIGIBILITY TO USE THE SERVICES
General Requirements. To access or use 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.
Services Restrictions in Certain Jurisdictions.Echo operates and controls the Site and Services from its offices in the British Virgin Islands. We make no representation that the Site and Services are appropriate or available in other locations. The information provided on or through the Site and 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 Echo within such jurisdiction or country. Accordingly, those persons who choose to access the Site and 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. 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. .
ACCOUNT CREATION
Creating an Account. For certain features of the Services you’ll need an account. To register an account, you must first successfully complete the sign-up process and complete a User profile. In addition, certain Services such as the Echo Investment Services, may require that you submit additional information or attest to certain information as further set out in the Service Terms. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. 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 one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your account or username, unless you have our prior written consent; (iii) share your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
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 Echo for any act or omission of any such Permissioned User in connection with the Terms, the Site or the Services.
Additional Information Required. Echo 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. Echo may also require you to provide additional information and documents in cases where it has reasons 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, Echo, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by Echo 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, Echo may refuse to provide the Services to you. We reserve the right to report any activity occurring using the Services to relevant legal 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.
Right to Terminate User Access or Refuse Registration. Echo reserves the right to terminate your access to the Site and the Services without notice and, if you violate the Terms, to pursue other remedies at law or in equity. We may delete your Account for any 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. 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, Echo reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Site or 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 Echo, its Users and the public.
RIGHTS, RESPONSIBILITIES AND RESTRICTIONS WHEN USING OUR SERVICES
CONTENT OWNERSHIP, RIGHTS, AND RESPONSIBILITIES
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, and so forth. “User Content” shall mean 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.
Our Content Ownership and Your Rights to Our Content. As between you and Echo, 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 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 markets owned by us and used as part of the Services) are protected by copyright, trademark and/or other intellectual property laws. You promise 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 Echo’s) rights. You also acknowledge and agree that Echo 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).
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 Echo is determined not to be the licensee of any User Content you have shared through the Site or 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 the Echo’s customers on our Site and in other public statements or disclosures for the purposes of marketing the Services
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 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 persons rights, providing this User Content to us where we may republish it may subject you to liability, and Echo will not be responsible or liable for any use of your User Content in accordance with the Terms.
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 regulatory requirements apply), some of your User Content (such as your profile information or messages you send) may not be completely removed, and copies of your User Content may continue to exist on the Services. 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.
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 Echo 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.
Private Information and Confidentiality Obligations. By accessing the Site and using the Echo Investment Services or viewing Content made available through Echo in any way, you may have an opportunity to see Private Information (as defined in the Echo Investment Services Terms). You are expected to maintain discretion in handling this information and, in any case, you agree that you will not republish any Private Information you acquire through the Services via an Internet website, mobile application or otherwise, for which one of the principal purposes is to compete with Echo. You agree to take appropriate precautions to protect Content you obtain from the Site against misuse or disclosure. We are not obligated to maintain the confidentiality of any Content you give us, other than Private Information, and with respect to Private Information, our sole confidentiality obligation is to designate it as such and we will not be liable for the disclosure of Private Information by Users.
No Payment Obligations. You acknowledge and agree that Echo 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, the Site or Content you provide to the Site. You further acknowledge and agree that Echo is not obligated to feature or otherwise display your Content on the Site.
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 Site or Services for competitive purposes;
Uses any Content, or other information acquired from Echo, our Users, the Site 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 Echo, the Site or the Services, without prior written approval from the Company;
Jeopardizes the security of your Embedded Wallet or anyone else’s;
Attempts, in any manner, to obtain or use the private key, password, account, or other security information from any other user without appropriate authorization;
Attempts to access another user’s Embedded Wallet, 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;
Solicit or otherwise contact Users on the Site to request contact information, other than in accordance with these terms;
Enable or facilitate any third party doing any of the foregoing;
Echo reserves the right in its sole discretion to determine whether any use of the Services by you or any third party violates any of the foregoing or is otherwise acceptable and to revoke your or any third party’s access to any aspect of the Services in the event Echo determines that such use is not consistent with Echo’s values or otherwise not in the best interests of Echo, its customers, or Users. However, in no event do we have the ability to access or suspend your access to your own Embedded Wallet.
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 Policy and any specifically applicable Services Terms before using the Site and the Services, and you will review any updates to the foregoing;
If you are participating in a transaction in connection with Echo Investment Services, you have had the opportunity to read, review and do in fact understand any confidential offering documents of the specific investment vehicles you are investing in;
Prior to acting for any third party in respect of the Site or Services (including any entity), you will disclose all such third parties to us;
You will promptly update your registration information (including your email address and other contact information) with the Company and all Content you provide so that it remains true, correct and complete;
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;
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 Site and 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 Site and Services;
To the extent we make available any application programming interface (“API”) on the site, you agree to be bound by any additional API terms, including any rate limitations or best practices we prescribe from time to time.
THIRD PARTY SERVICES AND OPEN SOURCE SOFTWARE.
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, and that we are not responsible for such risks.The fact that our Services may be used with other Third-Party Services should not be taken as an endorsement of those services. 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, and we aren’t liable for any errors or omissions or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
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.
RELEASES, INDEMNIFICATION, AND LIMITATIONS OF LIABILITY
Release and Indemnification
General Release. You hereby irrevocably release any claims you may have against Echo, 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 “Echo Parties”) that are in any way related to:
The Site, the Services or your use of Content, including any representations, recommendations or referrals you may receive or make as a result of your registration with the Site;
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 Site or 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 Site or Services;
Your inability to use or access the Site, 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 Site or the Services; or (iii) delays, outages or disruptions that affect the Site or the Services;
Your use of any the Embedded Wallet Services; and
Any other party’s access and use of the Services with your Account.
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.”
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold the Echo 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 Echo 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 Site or Services; (f) you or your Permissioned Users’ negligence, willful misconduct or fraud; and (g) any other party’s access and use of the Services (and any Banking Services accessed through 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 Echo Parties. You agree that the provisions in this paragraph will survive any termination of your Account(s), the Site or the Services.
Limitation of Liability
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 ECHO (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, 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 TO ECHO 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.
Warranty Disclaimer. NEITHER ECHO 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 ECHO (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, ECHO 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
Misc.
Term and Termination. Unless terminated by Echo, 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 Policy 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. If we suspend your use of the Services, you may continue to access your Embedded Wallet directly or through other services not hosted by us if you have stored your Secret or other Credentials (as defined in our Embedded Wallet Terms) independently. 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.
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.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the British Virgin Islands, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Road Town, Tortola, British Virgin Islands, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. 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 this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal 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 Echo 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, the Site 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 ECHO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
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.
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.
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 Echo, 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 Echo, and you do not have any authority of any kind to bind Echo in any respect whatsoever.