LEGAL

Terms of Service

ECHO GROUP MASTER SERVICES AGREEMENT (SELF-SERVE / WEBSITE TERMS)

This Master Services Agreement (this "Agreement") is entered into by and between Echo Group, Inc. ("Echo," "we," "our," or "us") and the entity or individual accepting this Agreement ("Customer," "you," or "your"). This Agreement governs Customer's access to and use of Echo's software platform, products, and services.

BY CLICKING "I ACCEPT," CHECKING A BOX INDICATING ACCEPTANCE, OR BY PURCHASING, ACCESSING, OR USING THE PLATFORM, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

1. Definitions

  • 1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
  • 1.2 Authorized User means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Platform under Customer's account.
  • 1.3 Customer Data means all information, materials, prompts, inputs, files, data sets, content, and other materials submitted or provided by Customer or its Authorized Users into the Platform.
  • 1.4 Credits means prepaid units purchased by Customer that may be redeemed to access certain Platform features, generate outputs, run queries, perform analyses, access datasets, or otherwise use Platform functionality, as described in the Platform documentation or at checkout.
  • 1.5 Documentation means Echo's user guides, knowledge base materials, product descriptions, and policies made available by Echo describing the Platform.
  • 1.6 Echo Data means (a) Echo's proprietary datasets, models, tools, taxonomies, insights frameworks, benchmarks, methodologies, and other information made available through the Platform, and (b) any aggregated or de-identified data derived from use of the Platform.
  • 1.7 Fees means all amounts payable by Customer to Echo for access to the Platform, Credits, and any related services.
  • 1.8 Platform means Echo's proprietary software platform, applications, tools, dashboards, APIs (if enabled), interfaces, and related services provided by Echo, including updates and modifications.
  • 1.9 Responses means any outputs, reports, analyses, results, summaries, recommendations, generated content, insights, or other materials produced by the Platform based on Customer Data, user interactions, or use of the Platform.
  • 1.10 Order means Customer's purchase of Credits or Platform access through Echo's website checkout flow, invoice-free purchase flow, or other online ordering mechanism.

2. Platform Access and Use

  • 2.1 Provision of Access. Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Echo grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted herein), revocable right during the Term to access and use the Platform for Customer's internal business purposes and, where applicable, for agency client work as described in Section 2.6.

  • 2.2 Account Responsibility. Customer is responsible for all activity occurring under its account(s), including activity by Authorized Users. Customer shall ensure that its Authorized Users comply with this Agreement.

  • 2.3 Restrictions. Customer shall not, and shall not permit any third party to:

    • (a) copy, modify, translate, or create derivative works of the Platform;
    • (b) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Platform;
    • (c) access the Platform to build a competing product or service;
    • (d) resell, sublicense, lease, rent, distribute, or otherwise make the Platform available to any third party except as expressly allowed in this Agreement;
    • (e) use the Platform to violate any law, regulation, or third-party rights;
    • (f) scrape, harvest, or systematically extract data or outputs except as explicitly permitted by Echo;
    • (g) interfere with or disrupt the integrity or performance of the Platform;
    • (h) use the Platform to send spam, malicious code, or harmful content; or
    • (i) exceed reasonable usage limits or attempt to bypass Credits usage tracking.

  • 2.4 Suspension. Echo may suspend or restrict Customer's access to the Platform (including access by Authorized Users) if:

    • (a) Customer fails to pay Fees when due;
    • (b) Echo reasonably believes Customer's use of the Platform violates this Agreement;
    • (c) Echo reasonably believes Customer's use creates a security risk, legal risk, or operational risk; or
    • (d) Customer is subject to a chargeback, payment dispute, or fraudulent transaction.

    Echo will use commercially reasonable efforts to provide notice of suspension where practicable.

  • 2.5 Modifications. Echo may update or modify the Platform, Documentation, or functionality from time to time. Echo does not guarantee that any particular feature will remain available indefinitely.

  • 2.6 Agency Use; Client Work Permitted. If Customer is an advertising agency, marketing agency, consulting firm, or similar service provider, Customer may use the Platform in connection with providing services to its clients provided that:

    • (a) Customer remains responsible for compliance with this Agreement;
    • (b) Customer does not resell Credits or the Platform as a standalone product;
    • (c) Customer may share Responses with its clients as part of its services; and
    • (d) Customer does not allow clients to directly access Customer's account unless such client is an Affiliate or part of the same organization.

3. Credits; Purchases; Expiration

  • 3.1 Purchasing Credits. Customer may purchase Credits through an Order. Credits will be made available to Customer's account after successful payment processing.
  • 3.2 Credits Usage. Credits are consumed based on usage of Platform features, as determined by Echo's then-current usage logic and Documentation.
  • 3.3 Credits Expiration. Credits expire twelve (12) months after the date of purchase unless otherwise specified at checkout.
  • 3.4 Credits Roll Over on Additional Purchases. If Customer purchases additional Credits before existing Credits expire, unused Credits will roll over and remain available, and the expiration date of unused Credits will be extended or carried forward as reflected in Customer's account.
  • 3.5 Credits Are Not Currency. Credits are not legal tender, are not redeemable for cash, and have no monetary value outside the Platform.
  • 3.6 Transfers Within Same Company. Customer may transfer Credits between accounts or teams within the same company (including Affiliates under common control) only as permitted through Platform functionality or with Echo's written approval. Credits may not be transferred outside Customer's organization.
  • 3.7 No Resale. Customer may not resell Credits, monetize Credits directly, or offer Credits as a standalone product.
  • 3.8 Platform Access After Credits Expire. Customer's account and access to the Platform may remain active even if Customer has no available Credits. Customer may purchase additional Credits at any time.

4. Customer Data and Responses

  • 4.1 Customer Data Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data.
  • 4.2 License to Echo. Customer grants Echo a worldwide, non-exclusive, royalty-free license to use Customer Data solely to:
    • (a) provide the Platform and Responses;
    • (b) operate, maintain, secure, and improve the Platform;
    • (c) enforce this Agreement; and
    • (d) generate aggregated and de-identified insights.
  • 4.3 Responses. Customer may use Responses for its internal business purposes and, if applicable, for agency client work as described in Section 2.6.
  • 4.4 Echo Improvements and Aggregated Insights. Echo may use Customer Data and Responses in aggregated and de-identified form to improve the Platform, train or refine systems, enhance methodologies, and develop new products and services, provided that Echo will not intentionally disclose Customer's Confidential Information in identifiable form.
  • 4.5 No Personal Data Submission. Unless explicitly agreed in writing by Echo, Customer shall not submit sensitive personal information into the Platform (including health data, financial account numbers, social security numbers, or similar regulated personal information).

5. Fees; Billing; Payment Terms

  • 5.1 Fees. Customer shall pay all Fees displayed at checkout at the time of purchase.
  • 5.2 Payment Method. Customer must pay by credit card (or other card-based payment method supported by Echo's payment processor). Echo does not accept payment by check, wire transfer, or invoice unless Echo expressly agrees in writing.
  • 5.3 Authorization. By submitting payment information, Customer authorizes Echo (or Echo's payment processor) to charge Customer's payment method for the applicable Fees.
  • 5.4 Taxes. Fees do not include sales, use, VAT, GST, withholding, or similar taxes. Customer is responsible for all applicable taxes except for taxes based on Echo's net income.
  • 5.5 No Refunds; All Sales Final. ALL FEES ARE NON-REFUNDABLE AND ALL SALES ARE FINAL, except where required by applicable law. Customer may not cancel an Order after purchase.
  • 5.6 Chargebacks and Payment Disputes. If Customer initiates a chargeback or payment dispute, Echo may immediately suspend Customer's access to the Platform. Customer remains responsible for all Fees owed unless the chargeback is resolved in Customer's favor due to fraud not caused by Customer.
  • 5.7 Collection Costs. Customer will reimburse Echo for reasonable costs and expenses incurred to collect overdue amounts, including reasonable attorneys' fees.

6. Confidentiality

  • 6.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or should reasonably be understood to be confidential.
  • 6.2 Exclusions. Confidential Information does not include information that:
    • (a) is or becomes public through no breach;
    • (b) was already known by the Receiving Party without restriction;
    • (c) is independently developed without use of Confidential Information; or
    • (d) is rightfully received from a third party without duty of confidentiality.
  • 6.3 Protection. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
  • 6.4 Permitted Disclosure. Confidential Information may be disclosed to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations.
  • 6.5 Compelled Disclosure. If required by law, the Receiving Party may disclose Confidential Information provided it gives prompt notice (where legally allowed) and cooperates with reasonable protective measures.

7. Intellectual Property

  • 7.1 Echo IP. Echo retains all right, title, and interest in and to the Platform, Documentation, Echo Data, and all related intellectual property rights.
  • 7.2 Customer IP. Customer retains all rights in Customer Data.
  • 7.3 No Implied Rights. Except as expressly granted, no rights are granted to Customer under this Agreement.
  • 7.4 Feedback. If Customer provides feedback or suggestions, Echo may use such feedback without restriction or obligation.

8. Representations and Warranties

  • 8.1 Mutual Authority. Each Party represents that it has the authority to enter into this Agreement.
  • 8.2 Customer Warranty. Customer represents and warrants that:
    • (a) Customer Data does not violate any law or third-party rights;
    • (b) Customer has obtained all necessary rights and consents for Customer Data; and
    • (c) Customer will use the Platform in compliance with applicable laws.
  • 8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM AND RESPONSES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ECHO DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • 8.4 No Guarantee of Outcomes. Echo does not guarantee that use of the Platform will result in any particular business outcome, campaign performance, revenue increase, or research result.

9. Limitation of Liability

  • 9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
  • 9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ECHO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ECHO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  • 9.3 Essential Purpose. The Parties agree that the limitations in this Section 9 are an essential basis of the bargain.

10. Indemnification

  • 10.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Echo and its officers, directors, employees, and agents from any claims arising from:
    • (a) Customer Data;
    • (b) Customer's use of the Platform in violation of law; or
    • (c) Customer's breach of this Agreement.
  • 10.2 Echo Indemnification. Echo shall defend and indemnify Customer from third-party claims alleging that the Platform infringes a U.S. patent, copyright, or trademark, provided that Customer promptly notifies Echo and cooperates with Echo's defense.
  • 10.3 Exclusions. Echo has no indemnity obligation for claims arising from:
    • (a) Customer Data;
    • (b) Customer's misuse of the Platform; or
    • (c) modifications not made by Echo.
  • 10.4 Remedies. If infringement is alleged, Echo may at its option:
    • (a) modify the Platform to avoid infringement;
    • (b) replace the Platform; or
    • (c) terminate access and refund unused prepaid Fees solely for the infringing portion if required by law.

11. Term and Termination

  • 11.1 Term. This Agreement begins on the date Customer accepts it and continues until terminated as permitted herein ("Term").
  • 11.2 No Customer Termination for Convenience. CUSTOMER MAY NOT TERMINATE THIS AGREEMENT FOR CONVENIENCE AFTER PURCHASING CREDITS OR ACCESSING THE PLATFORM.
  • 11.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure within thirty (30) days after notice.
  • 11.4 Immediate Termination. Echo may immediately terminate or suspend Customer's access if:
    • (a) Customer violates Section 2 (Restrictions);
    • (b) Customer attempts to resell Credits or Platform access;
    • (c) Customer engages in fraud, abuse, or chargebacks; or
    • (d) Customer's use poses a security or legal risk.
  • 11.5 Effect of Termination. Upon termination:
    • (a) Customer's rights to use the Platform cease;
    • (b) all unpaid Fees become immediately due;
    • (c) unused Credits are forfeited unless prohibited by law; and
    • (d) Sections intended to survive will survive.
  • 11.6 Survival. Sections 4, 6, 7, 8.3, 9, 10, 11.5, 11.6, and 13 survive termination.

12. Compliance; Export; Sanctions

Customer represents that it is not located in, under control of, or a national of any country subject to U.S. embargo, and that it is not listed on any U.S. government restricted party list. Customer agrees to comply with all applicable export and sanctions laws.

13. General

  • 13.1 Independent Contractors. The Parties are independent contractors.

  • 13.2 Onward Data Transfers. Echo provides Customer with a non-transferable, revocable license to access the Platform. Customer is prohibited from engaging or attempting to engage in or permitting others to engage or attempt to engage a covered data transaction involving bulk U.S. sensitive personal data obtained through use of the Platform that would violate the provisions of 28 C.F.R. Part 202 ("DOJ Bulk Sensitive Data Transfer Rule"). Where Customer knows or suspects that a country of concern or covered person (as defined under the DOJ Bulk Sensitive Data Transfer Rule) has gained access to Platform Data through a transaction in violation of the DOJ Bulk Sensitive Data Transfer Rule, Customer will immediately inform Echo. Failure to comply with the above will constitute a breach of the Agreement and may constitute a violation of the DOJ Bulk Sensitive Data Transfer Rule. The terms "covered data transaction," "bulk U.S. sensitive personal data," "covered person," and "country of concern" shall have the same meaning as under the DOJ Bulk Sensitive Data Transfer Rule.

  • 13.3 Insurance. Echo will carry industry standard insurance (e.g. General Commercial Liability, Errors and Omissions, Worker's Compensation) appropriate for its provision of the Platform and Professional Services.

  • 13.4 Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties, or confer any rights, benefits, remedies, obligations, or liabilities upon any third party. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • 13.5 Assignment. Customer may not assign this Agreement without Echo's prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets. Echo may assign this Agreement without restriction.

  • 13.6 Notice. Echo may give general notices related to the Platform that apply to all customers by email or posting them through the Platform. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in writing by Customer, such as in the SOW as applicable. Notices are deemed given when received.

  • 13.7 Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control.

  • 13.8 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict of laws rules.

  • 13.9 Dispute Venue. Any dispute shall be brought in the state or federal courts located in San Francisco County, California and the Parties consent to jurisdiction.

  • 13.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements.

  • 13.11 Severability. If any provision is unenforceable, the remainder remains in effect.

  • 13.12 Waiver. Failure to enforce a provision is not a waiver.

  • 13.13 Notices. Notices must be sent to:

    To Echo: Echo Group, Inc. 99 Almaden, Suite 600 San Jose, CA 95113 Email: contact@echogroup.ai

    To Customer: The email address associated with Customer's account or provided at checkout.

    Notices sent by email will be deemed received on the next business day.

  • 13.14 Order of Precedence. If there is a conflict between this Agreement and any checkout terms or product page description, this Agreement controls unless Echo expressly states otherwise.

  • 13.15 Publicity. Echo may not use Customer's name or logo without Customer's prior written consent.

  • 13.16 Headings. Headings are for convenience only.

  • 13.17 Counterparts; Electronic Acceptance. This Agreement may be accepted electronically and will be legally binding without a physical signature.