Echo360, Inc. (“Echo360,” “we,” or “us”) provides certain information and online services that may be accessible at www.echo360.com or other Web locations where these Online Terms and Conditions are posted (collectively, the “Echo360 Sites”) or that may be directly accessible by individual end users of our various software products through a link that we provide within those products. Throughout these Online Terms and Conditions (the “Terms”), all such information and online services are referred to as the “Services.” If you are an individual end user accessing the Services, you understand and agree that the Services are provided to you subject to these Terms. PLEASE READ THE TERMS CAREFULLY. BY USING THE SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SERVICES.
NOTICE TO EDUCATIONAL END USERS. Echo360 makes available software and hardware tools to educational institutions like colleges and universities, and those institutions use our products to create audiovisual recordings of classes and lectures and later make such recordings available for viewing online, usually from the institution’s own websites (in each case, a “School Site”). Some of our Services may enable students to hold online discussions, make and store notes about the classes that they view online, or otherwise interact with recorded classroom materials. You understand that, even if you access our Services from a link within a School Site, these Terms apply to your use of our Services, but these Terms do not apply to your use of any School Site.
I. ACCESS TO ECHO360 SERVICES AND TOOLS
A. Access to Features of Online Services
For so long as you agree to these Terms and abide by them, you may use the Services. Subject to these Terms, we also grant you a limited, non-exclusive, nontransferable personal license to download, install and operate any software, scripts and other content that we may from time to time have specifically identified within the Echo360 Sites or Services as available for download (“Downloadable Tools”).
B. General Restrictions on Use
The rights granted to you by these Terms will remain in force only for so long as these Terms remain in effect. You may not resell or sublicense access to the Service to any third-party. You may use the Services and Downloadable Tools only for your personal, non-commercial purposes. You further agree not to combine or integrate the Service and/or any Downloadable Tools with hardware, software or other technology or materials not provided by us. You may not modify or create any derivative product based on the Services or Downloadable Tools. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Services and/or Downloadable Tools is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code. You agree not to use the Services or Downloadable Tools to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or (f) upload or transmit information or content that is infringing, defamatory, obscene, fraudulent or otherwise illegal. Without our written consent, you may not (i) use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders or scripts); or (ii) frame the Echo360 Sites, place pop-up windows over their pages, or otherwise affect the display of their pages. You promise that any information about yourself that you voluntarily provide to us will be true, accurate, complete and current. Without limiting any rights or remedies that Echo360 may have available at law or in equity, including, without limitation, any right to seek monetary damages for your breach, you agree that Echo360 may seek a court order to compel you to comply with these terms, and You understand that we may immediately terminate your access to the Echo360 Sites and/or Services at any time if you violate the restrictions set forth above.
C. Use of Third-Party Offerings
You may be able to access websites, content or services provided by third-parties through links that are made available within the Services. Additionally, from time to time Echo360 may refer you to one or more of our business partners who make available products or services through their respective websites or by other means (e.g., by mail or otherwise). We refer to all such websites, content, services and products as “Third-Party Offerings.” For example, we may permit third parties to advertise their products and services from within the Services, and those advertisements may contain links to the website(s) of the advertisers. Unless we otherwise inform you within the Services, your use of such Third-Party Offerings is not ordinarily required in order to access and/or use the Services. If you elect to use such Third-Party Offerings, you understand that your use of them will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use or purchase any Third-Party Offerings.
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Echo360 Sites, the Services, and all Downloadable Tools, and all related intellectual property rights. Echo360, the Echo360 logo, the EchoSystem and Apreso are trademarks of Echo360, Inc. All other trademarks are property of their respective owners. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Services.
Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to Echo360, you automatically forfeit your right to any intellectual property rights in those ideas; and (ii) unsolicited ideas submitted to Echo360 or any of its employees or representatives automatically become the property of Echo360.
II. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY
A. No Warranties
THE SERVICES, THE ECHO360 SITES, THE DOWNLOADABLE TOOLS AND ALL INFORMATION AND OTHER MATERIALS RELATED TO THE FOREGOING ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ECHO360 AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ECHO360 AND ITS AFFILIATES DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE OR VIRUS FREE. THE SUBMISSION OF ANY PERSONAL CONTENT AND THE DOWNLOAD OR UPLOAD OF ANY MATERIAL THROUGH THE SERVICES ARE DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR FROM RELIANCE UPON THE SERVICES, AND YOU ARE ADVISED TO MAINTAIN OFFLINE BACKUP COPIES OF ALL PERSONAL CONTENT. ECHO360 IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS OR SCHOOL SITES. ECHO360 DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SERVICES.
B. Limitation Of Liability
USE OF THE SERVICES, THE ECHO360 SITES AND/OR ANY DOWNLOADABLE TOOLS IS AT YOUR OWN RISK. IN NO EVENT WILL ECHO360 OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH SUCH USE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF ECHO360 WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ECHO360 TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS EXCEED ONE DOLLAR (U.S. $1.00). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND ECHO360 RELATING TO THE PROVISION OF ACCESS TO THE ECHO360 SITES, THE SERVICES, AND ANY DOWNLOADABLE TOOLS TO YOU, AND ECHO360 WOULD NOT PROVIDE THE SAME TO YOU WITHOUT THIS LIMITATION.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT ECHO360’S OPTION, DEFEND ECHO360 (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS) FROM AND AGAINST ALL DAMAGES LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS.
III. TERM AND TERMINATION
These Terms will become effective and binding when you use the Services, when you voluntarily provide any information about yourself to us, or when you indicate your agreement by following any instructions we place on the Site (such as buttons labeled “I Agree”). You do not need to inform us if you wish to stop using the Services. We reserve the right to terminate these Terms and your access to the Echo360 Sites and the Service at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. The provisions of sections I.B, I.C, I.D, II, III, and IV will survive the termination of these Terms.
IV. MISCELLANEOUS MATTERS
If you believe your copyright has been violated by works or Third-Party Offerings accessible through the Services, please contact us by email at email@example.com.
C. Modifications to Terms
D. Modifications to Services.
We reserve the right to modify the Services at any time without notice. If you object to any changes to the Services, your sole recourse will be to cease using them. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified. We also reserve the right to discontinue the Services at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Services.
E. General Terms
You agree to comply with all laws, rules and regulations that apply to your use of the Services and the Downloadable Tools. These Terms will be subject to and construed in accordance with the laws of the Commonwealth of Virginia, excluding its rules regarding conflicts of law. You consent to jurisdiction and venue exclusively in the Commonwealth of Virginia. The failure of Echo360 to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect. You agree that any claim or cause of action that you may have related to the Services, the Downloadable Tools, and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Terms constitute the entire agreement between you and Echo360 with regard to the matters described above.