​​Terms of Service



Software License Agreement

ACCEPTANCE OF TERMS

IMPORTANT – READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE 1ECHO PLATFORM YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the 1Echo service, website or mobile application (collectively, the “Service”). Your use of the Service is subject to these Terms of Service and 1Echo’s Privacy Policy (collectively, the “Terms of Service” or “Agreement”). These Terms of Service are a legal agreement between You and Finny, Inc. (“Finny”), a Delaware Corporation, for use of the 1Echo Service. “You” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” refers to such entity. If You are accessing the Service on behalf of Your employer, you represent and warrant that You have the authority to agree to these Terms of Service on its behalf. If You do not agree with the terms of this Agreement, do not use the Service. 1Echo reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to the use of the Service on a trial basis. By using the Service, You signify Your irrevocable acceptance of this Agreement. The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

DESCRIPTION OF SERVICE

The Service includes, and is limited to, a service, web site, or mobile application that allows You access to and use of a single 1Echo Account. “1Echo” referred to herein means a web-based platform for corporate learning, engagement, and enablement. The Service may contain information, data, text, images, video clips, and interactive features generated, provided, or otherwise made accessible on or through the Service (collectively, “Content”). Subject to these Terms of Service, 1Echo grants to You and each user of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Service. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Service is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).

A “1Echo Account” or “Account” referred to herein means a service, web site, or mobile application, provided by 1Echo, where You may use 1Echo to create, update, share, and publish information, data, text, messages or other materials (“User Content”).

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. You agree not to access the Service by any means other than through the interfaces that are provided by 1Echo for use in accessing the Service. 1Echo will provide the Service in accordance with this Agreement.

Registration

In order to use the Service, You must have a valid Account. To acquire an Account for the Service, You must have a valid electronic mail address and other information (“Registration Data”). You are responsible for maintaining the confidentiality of the access data for Your Account, and are fully responsible for all activities that occur under Your Account. You agree to immediately notify 1Echo of any unauthorized use of Your Account or any other breach of security. 1Echo cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. In consideration of use of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. By using the Service (and registering an Account on the Service), You represent and warrant that You are at least 13 years of age, and no one under the age of 13 may use the Service. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.

BILLING/PAYMENT TERMS

You will be assessed a Platform Fee and User Based Fee as negotiated with 1Echo. Other fees may be applied for additional or custom services from time to time as determined by You and 1Echo. You shall pay fees (described below) to 1Echo and will provide 1Echo with the necessary billing information (“Billing Data”).

All currency references are in U.S. dollars. Platform fees will be paid upon completion of the onboarding process and User fees will be paid monthly or quarterly.

You agree that in the event 1Echo is unable to collect the fees owed to 1Echo for Your Account, 1Echo may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by 1Echo in connection with such collection activity, including collection fees, court costs and attorneys’ fees. As long as a user Account remains active, You will be charged the Monthly Fee until the user account is disabled or canceled.

TERMINATION, BREACH, SUSPENSION AND CANCELLATION

If Your Fee payment is overdue, 1Echo retains the right to disable Your access to the features provided by the Service. 1Echo may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled and You may not be granted access to Your Account or any files or other Content (including Your User Content) contained in Your Account, and 1Echo may delete Your User Content, although residual copies of information may remain in our system for some time for back-up purposes.

PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS

1Echo and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. You will not remove, deface or obscure any of 1Echo’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.

1Echo is a Trademark of Finny, Inc.

INJUNCTIVE RELIEF

You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to 1Echo, its affiliates, suppliers and any other party authorized by 1Echo to resell, distribute, or promote the Service (“Resellers”), and under such circumstances 1Echo, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

PROPER USE

1Echo does not claim ownership over any User Content submitted on or through the Service. Your User Content belongs to You. However, by uploading any User Content to the Service, You agree that 1Echo may store and display (only to You, to the extent that You make such User Content private) Your User Content solely as necessary in connection with the Service. To the extent You choose to share any of Your User Content with other users of the Service, You agree to allow these users (i.e., only the users you specify) to view Your User Content and, to the extent applicable, collaborate with You and Your User Content.

You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not 1Echo, are entirely responsible for all User Content that You upload, transmit or otherwise make available via Your Account. 1Echo does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content.

You understand that by using the Service, You may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will 1Echo be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

Apple Device and Application Terms. If you are accessing the Service via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store (each an “Application”), the following shall apply:

GENERAL PRACTICES REGARDING USE AND STORAGE.

You agree that 1Echo has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Service. You acknowledge that 1Echo may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. 1Echo retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.

You agree that You will not:

  1. upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  2. interfere with or disrupt our Service or networks connected to our website or through the use of our Service, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Service, or otherwise interfere with our Service in any way, including through the use of JavaScript, ActiveX or other coding;
  3. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
  4. copy, reproduce, alter, modify, or publicly display any information displayed on the Service (except for Your User Content), or create derivative works from our website (other than from Your User Content), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of 1Echo or any other third party, except with the prior written consent of 1Echo or the appropriate third party.

CONTENT OF THE SERVICE

1Echo takes no responsibility for any third-party Content or User Content (including, without limitation,any viruses or other disabling features), nor does 1Echo have any obligation to monitor such third-party Content. 1Echo reserves the right at all times to remove or refuse to distribute any Content on the Service, such as Content which violates these Terms of Service. 1Echo also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms of Service, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of 1Echo, its users and the public. 1Echo will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

If 1Echo discloses such information to satisfy any applicable law, regulation, legal process or governmental request or to respond to user support requests, to the extent permitted by law, regulation or legal process, 1Echo agrees to provide You with prompt notice of any such demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.

INTERNATIONAL USE

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

NO RESALE OF THE SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by 1Echo.

YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) all of the information provided by You to 1Echo to participate in the Service is correct and current; and (b) You have all necessary right, power and authority to enter into these Terms of Service and to perform the acts required of You hereunder.

NO WARRANTIES OR REPRESENTATIONS BY FINNY, INC

You understand and agree that the Service is provided “as is” and 1Echo, its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on 1Echo’s servers. 1Echo, its affiliates, suppliers and Resellers make no warranty or representation regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user’s requirements. Use of the Service is at Your sole risk. You will be solely responsible for any damage to You resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with You. No oral or written information or advice given by 1Echo or its authorized representatives shall create a warranty or in any way increase the scope of 1Echo’s obligations. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, 1Echo, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

INDEMNITY

You agree to indemnify, defend and hold harmless 1Echo, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from Your use of the Service, Your use of Your Account, Your violation of these Terms of Service or the infringement or violation by You or any other User of Your Account, of any intellectual property relating to the Service (including without limitation Your User Content) or other right of any person or entity.

MODIFICATIONS TO SERVICE

1Echo reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that 1Echo shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

LIMITATION OF LIABILITY

In no event will 1Echo or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if 1Echo, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, 1Echo’s, its affiliates’, suppliers’ and Resellers’ maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.

WAIVER AND SEVERABILITY

Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of 1Echo services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

CHOICE OF LAW AND FORUM

This Agreement shall be governed by and construed under the laws of the State of Delaware, USA, as applied to agreements entered into and to be performed in Delaware by Delaware residents.

ENTIRE AGREEMENT/GENERAL PROVISIONS

This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. 1Echo may change the terms of this Agreement at any time by posting modified terms on its website. Any and all rights and remedies of 1Echo upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on 1Echo, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service. All notices or other correspondence to 1Echo under this Agreement must be sent to the following electronic mail address for such purpose: support@1echo.us

Or the following physical address: Finny, Inc. 1335 Cedar Street Santa Monica, CA 90405