ECHO Terms of Service
1. Your relationship with ECHO
1.1. Your use of ECHO’s products, software, services and web sites, including ECHO’s Ergy Energy Manager and other ECHO Energy Manager (EEM) services (referred to collectively as the “Services” in this document and excluding any services provided to you by ECHO under a separate written agreement) is subject to the terms of a legal agreement between you and ECHO. “ECHO” means ECHO Labs LLC (the “Company”), whose principal place of business is at 14 Inverness Drive East, Suite D-136, Englewood, CO 80112, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2. Unless otherwise agreed in writing with ECHO, your agreement with ECHO will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3. Your agreement with ECHO will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and ECHO in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5. If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
1.6. Consulting and training services are not provided under these Terms. Company may, at your request provide consulting and training services under a separate agreement with the Company.
2. Accepting the Terms
2.1. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2. You can accept the Terms by:
2.2.1. Clicking to accept or agree to the Terms, where this option is made available to you by ECHO in the user interface for any Service; or
2.2.2. by actually using the Services. In this case, you understand and agree that ECHO will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ECHO, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services. 2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
3.1. Where ECHO has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with ECHO.
3.2. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by ECHO
4.1. ECHO has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of ECHO itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2. ECHO is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ECHO provides may change from time to time without prior notice to you.
4.3. As part of this continuing innovation, you acknowledge and agree that ECHO may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at ECHO’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ECHO when you stop using the Services.
4.4. You acknowledge and agree that if ECHO disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
5. Use of Service and Website
5.1. Service Area: Your service area will be dependent on your Internet access
5.2. System Requirements: The Company does not manufacture or install the third party systems required to utilize this Service. You may only access and use the Service with equipment capable of utilizing the Service as identified below ("Third Party Equipment or Service"). You must purchase all Third Party Equipment or Service, including installation, service, and parts, from an authorized seller or manufacturer. All Third Party Equipment or Service will be subject to the seller's or manufacturer's terms and conditions of sale, including, but not limited to, return policy and warranty, if available. The Company is not responsible for any loss or damage to your personal or real property, including without limitation, your home, personal belongings, and the like, resulting from the installation or use of the Third Party Equipment or Service with the ECHO Service. Additionally, the Company is not responsible for the advertising, practices, promises, statements, services, or other items made by the manufacturers or sellers of the Third Party Equipment or Service. Additionally, if you have any questions regarding your Third Party Equipment or Service, you should contact the manufacturer or seller. The installation of some third party hardware items may require code compliance and installation by a licenses electrician; refer to third party hardware installation instructions and requirements.
5.3. Third Party Equipment, Software, or Service: Other system requirements include:
5.3.1. Active broadband Internet connection
5.3.2. Local compatible gateway (see Ergy support site for info.)
5.3.3. Valid e-mail address
5.3.4. Compatible Internet browser: (see Ergy support site for info.)
5.4. Personal Use of the Service: You may allow multiple individuals to use this Service subject to these Terms. However, you are responsible for assuring those individuals' compliance with these Terms. You may not assign your obligations under these Terms to any other party.
5.5. Safety and Access Control: It is your responsibility to exercise discretion and observe all safety measures that you deem necessary or as may be required by law to protect your personal well-being and personal and real property and to prevent unauthorized access, misuse of passwords, or misuse of any other information. You may only access and use the Services in the manner authorized by the Terms and any other documents provided to you by the Company. The Company is not liable to you for any unauthorized access or misuse of the Service and Website. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to the Website, computer systems or networks connected to the Website, through hacking, password mining, or any other means. You agree that you will not engage in any activities with respect to the Website that are contrary to any applicable laws, rules, regulations, or the like.
5.6. Service Interruptions: Since the Service is web based, it may be interrupted or negatively affected by items outside of the control of the Company. The Company is not liable to you for interruptions of or problems with the Service caused by acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, e-business software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services; failure of access circuits to the Company's computer network, unless such failure is caused solely by the Company; DNS ("Domain Name Server") issues outside the direct control of the Company; Issues with FTP, POP3, SMTP, or any items relating to your access to the Website or the Services; your acts or omissions (or acts or omissions of others engaged or authorized by you, including, without limitation, custom scripting or coding (e.g., COI, Perl, HTML, ASP, etc.), any negligence, willful misconduct, or use of Website or Services in breach of this Agreement; e- mail or WebMail delivery and transmission; DNS propagation; or outages elsewhere on the Internet that hinder access to the Website or the Services. Your Service is dependent on you ensuring that your Third Party Equipment or Service is active and fully functioning and the Company is not liable due to any failure of your Third Party Equipment or Service. Service may be interrupted by periodic normal system maintenance. ECHO shall attempt to inform users of what it may determine are necessary service and maintenance disruptions that may be longer than normal routine maintenance.
6. Changes/Upgrades to the Services
6.1. The Company has the right, at its sole discretion, to modify or change the Services and/or Software and any related Fees (as defined below), and will notify you of such changes via the Website, e-mail, or other method determined by the Company. Your continued use after such modification(s) or change(s) are made constitutes your acceptance of such Service, Software, and/or Fees. However, if at any time you are not satisfied with the Service, Software, and/or Fees, you will always have the right to terminate the Service subject to the terms provided in Section 15 and 17 below. During your service subscription period you will receive all updates to your existing Service at no charge by the Company. If you choose to add additional services or features to your existing Service, you will be required to purchase such additional services or features.
7. Use of the Services by You
7.1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to ECHO will always be accurate, correct and up to date.
7.2. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
7.3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ECHO, unless you have been specifically allowed to do so in a separate agreement with ECHO. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
7.4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
7.5. Unless you have been specifically permitted to do so in a separate agreement with ECHO, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
7.6. You agree that you are solely responsible for (and that ECHO has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ECHO may suffer) of any such breach.
8. Your passwords and account security
8.1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
8.2. Accordingly, you agree that you will be solely responsible to ECHO for all activities that occur under your account.
8.3. If you become aware of any unauthorized use of your password or of your account, you agree to notify ECHO immediately at http://www.ECHOLabs.net
9. Privacy and your personal information
9.2. You agree to the use of your data in accordance with ECHO’s privacy policies.
9.3. ECHO may use the information it obtains relating to You, including, but not limited to, Your Internet Protocol ("IP") address, name, mailing address, email address, cellular phone information, and use of the Web Site, for its internal business and marketing purposes and may disclose the information to third parties for such purposes, strictly subject to the privacy specifications set forth in the ECHO’s Privacy/Security Policy available on the Company's Website.
10. Content in the Services
10.1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
10.2. You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to ECHO (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by ECHO or by the owners of that Content, in a separate agreement.
10.3. You agree that you are solely responsible for (and that ECHO has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which ECHO may suffer) by doing so.
10.4. You agree that any content and data developed and stored on ECHO’s systems as a result of your use of the Service shall become the property of ECHO.
11. Proprietary rights
11.1. You acknowledge and agree that ECHO (or ECHO’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by ECHO and that you shall not disclose such information without ECHO’s prior written consent.
11.2. Unless you have agreed otherwise in writing with ECHO, nothing in the Terms gives you a right to use any of ECHO’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
11.3. If you have been given an explicit right to use any of these brand features in a separate written agreement with ECHO, then you agree that your use of such features shall be in compliance with that agreement and any applicable provisions of the Terms.
11.4. Other than the limited license set forth in Section 13, ECHO acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with ECHO, you agree that you are responsible for protecting and enforcing those rights and that ECHO has no obligation to do so on your behalf.
11.5. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. 9.6 Unless you have been expressly authorized to do so in writing by ECHO, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
11.6. You acknowledge that the software and service are proprietary assets of the Company.
12. License from ECHO
12.1. ECHO gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ECHO as part of the Services as provided to you by ECHO (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ECHO, in the manner permitted by the Terms.
12.2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ECHO, in writing.
12.3. Unless ECHO has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
13. Content license from you
13.1. You retain copyright and any other rights you already hold in Content which you submit, post, display on or through or develop on or through the Services. By submitting, posting, displaying or storing the content you give ECHO a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post, display on or through or develop on or through the Services. This license is for the sole purpose of enabling ECHO to display, provide data analysis, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
13.2. You agree that this license includes a right for ECHO to make such Content available to other companies, organizations or individuals with whom ECHO has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
13.3. You understand that ECHO, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit ECHO to take these actions.
13.4. You confirm and warrant to ECHO that you have all the rights, power and authority necessary to grant the above license.
14. Software updates
14.1. The Software which you use may automatically download and install updates from time to time from ECHO. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit ECHO to deliver these to you) as part of your use of the Services.
15. Ending your relationship with ECHO
15.1. The Terms will continue to apply until terminated by either you or ECHO as set out below.
15.2. If you want to terminate your legal agreement with ECHO, you may do so by (a) notifying ECHO at any time and (b) closing your accounts for all of the Services which you use, where ECHO has made this option available to you. Your notice should be sent, in writing, to ECHO’s address which is set out at the beginning of these Terms.
15.3. ECHO may at any time, terminate its legal agreement with you if:
15.3.1. You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
15.3.2. ECHO is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
15.3.3. any partner with whom ECHO offered the Services to you has terminated its relationship with ECHO or ceased to offer the Services to you; or
15.3.4. ECHO is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
15.3.5. the provision of the Services to you by ECHO is, in ECHO’s opinion, no longer commercially viable.
15.4. Nothing in this Section shall affect ECHO’s rights regarding provision of Services under Section 4 of the Terms.
15.5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ECHO have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 23.8 shall continue to apply to such rights, obligations and liabilities indefinitely.
16. EXCLUSION OF WARRANTIES
16.1. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE PERFORMANCE OR FUNCTIONALITY OF THE SERVICE, THE WEBSITE, OR SOFTWARE AND ALL ASSOCIATED SERVICES AND INFORMATION (COLLECTIVELY "SERVICES") OR FOR ANY THIRD PARTY EQUIPMENT OR SERVICE. THE SERVICES ARE BEING PROVIDED TO YOU ON "AS-IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, OR STATUTORY. THE THIRD PARTY LINKS, RESOURCES, AND CONTENT AVAILABLE WITH THE SERVICES ARE NOT CONTROLLED BY THE COMPANY, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY LINKS, RESOURCES, AND CONTENT INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICE OR WEBSITE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISLCAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
16.2. IN PARTICULAR, ECHO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
16.2.1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
16.2.2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
16.2.3. THAT ECHO WILL SUPPORT OR MAINTAIN THE SOFTWARE OR SERVICE,
16.2.4. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
16.2.5. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
16.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
16.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ECHO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
16.5. ECHO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
17. LIMITATION OF LIABILITY
17.1. SUBJECT TO OVERALL PROVISION IN PARAGRAPH 16.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ECHO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
17.1.1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
17.1.2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
18.104.22.168. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
22.214.171.124. ANY CHANGES WHICH ECHO MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
126.96.36.199. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
188.8.131.52. YOUR FAILURE TO PROVIDE ECHO WITH ACCURATE ACCOUNT INFORMATION;
184.108.40.206. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
17.2. THE LIMITATIONS ON ECHO’S LIABILITY TO YOU IN PARAGRAPH 17.1 ABOVE SHALL APPLY WHETHER OR NOT ECHO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
17.3. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SERVICES. NO REFUND SHALL BE PROVIDED FOR UNUSED SERVICES. IN NO INSTANCE WILL THE COMPANY'S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM AT ISSUE AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.
18.1. BY REGISTERING FOR THE SERVICE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ECHO, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS) AND COSTS INCURRED BY, BORNE BY OR ASSERTED AGAINST THE COMPANY TO THE EXTENT SUCH CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM YOUR USE OF THE SERVICES.
19. Copyright and trade mark policies
19.1. It is ECHO’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
19.2. ECHO operates a trade mark complaints procedure in respect of ECHO’s advertising business.
20.1. Some of the Services are fully or partially supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services or other information.
20.2. The manner, mode and extent of advertising by ECHO on the Services are subject to change without specific notice to you.
20.3. In consideration for ECHO granting you access to and use of the Services, you agree that ECHO may place such advertising on the Services.
21. Other content
21.1. The Services may include hyperlinks to other web sites or content or resources. ECHO may have no control over any web sites or resources which are provided by companies or persons other than ECHO.
21.2. You acknowledge and agree that ECHO is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
21.3. You acknowledge and agree that ECHO is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
22. Changes to the Terms
22.1. ECHO may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, ECHO will make a new copy of the Universal Terms available at it’s website. Any new Additional Terms will be made available to you from within, or through, the affected Services.
22.2. You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, ECHO will treat your use as acceptance of the updated Universal Terms or Additional Terms.
23. General legal terms
23.1. Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
23.2. The Terms constitute the whole legal agreement between you and ECHO and govern your use of the Services (but excluding any services which ECHO may provide to you under a separate written agreement), and completely replace any prior agreements between you and ECHO in relation to the Services.
23.3. You agree that ECHO may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
23.4. The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re- export the System or any portion thereof to countries or persons prohibited under the export control laws. By acquiring or downloading the software, you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the software.
23.5. You agree that if ECHO does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ECHO has the benefit of under any applicable law), this will not be taken to be a formal waiver of ECHO’s rights and that those rights or remedies will still be available to ECHO.
23.6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
23.7. You acknowledge and agree that each member of the group of companies of which ECHO is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
23.8. The Terms, and your relationship with ECHO under the Terms, shall be governed by the laws of the State of Colorado, United States of America, without regard to its conflict of laws provisions, and not including the United Nations Convention on Contracts for the International Sale of Goods. You and ECHO agree to submit to the exclusive jurisdiction of the courts located within the State of Colorado to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ECHO shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. June 28, 2011