Last updated: 3/20/2025
This Echo Terms of Use Agreement (this "Agreement") is entered into by and between Echo and Customer, and shall apply to Customer's use of Echo's AI-powered sales assistant platform (the "Echo Product") ordered by Customer pursuant to one or more ordering documents entered into between Customer and Echo or online orders made by Customer that set forth the specific Echo Product and applicable pricing and subscription term thereof ("Order Form"). This Agreement and such Order Forms, which are hereby incorporated into, supplement and form a part of this Agreement, represent the parties' entire understanding regarding the Echo Product and shall control over any different or additional terms of any purchase order or other non-Echo ordering document, and no terms included in any such purchase order or other non-Echo purchase order or other non-Echo ordering document shall apply to the Echo Product. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control. "Customer" means the company or other legal entity that entered into an Order Form. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terms of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access Agreement on behalf of your organization or entity, do not access or use the Echo Product.
1.1 The following terms, when used in this Agreement will have the following meanings:
"Affiliates" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.
"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
"Documentation" means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Echo for the Echo Product.
"Transcription Data" means the text data generated by the Echo Product from locally processed audio of Customer's meetings.
"Service Level Agreement" or "SLA" means the service levels and standards under which Echo will provide the Echo Product as set forth in Section 2.4.
2.1 Provision of Echo Product.
(a) Subject to the terms and conditions of this Agreement, Echo will make the Echo Product available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Echo Product for its internal business purposes to enhance its sales processes through AI-powered transcription and insights.
(b) Echo offers a two (2) week free trial period ("Trial") for new Customers to evaluate the Echo Product. During the Trial, Customer may exercise the rights granted in this Section solely during the trial period indicated. Echo reserves the right to suspend or terminate any Trial at any time. Notwithstanding anything contained herein, for any Trial, the Echo Product is provided "as is" without any representations, warranties or indemnities.
2.2 Data Security.
(a) Echo will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Echo Product ("Customer Data"); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.
(b) Echo processes transcription data locally on Customer's device and securely stores Customer Data in its database. Echo does not store or process any audio or video data from Customer meetings.
2.3 Customer Responsibilities.
(a) Customer will (i) be responsible for all use of the Echo Product under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Echo Product and notify Echo promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Echo Product and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Echo Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Echo will have no liability for such failure.
(b) Customer will not use the Echo Product to transmit or provide to Echo any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver's license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers).
(c) Customer shall be responsible for the content of all communications and meetings transcribed via the Echo Product. Customer agrees that it will not use the Echo Product to transcribe any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.
(d) Customer acknowledges and agrees that it is responsible for obtaining appropriate consent from all participants before using the Echo Product to transcribe any meeting or conversation. Echo strongly recommends that Customer inform all participants that a meeting is being transcribed before beginning transcription. Customer shall comply with all applicable laws regarding recording, transcribing, or monitoring communications.
2.4 Updates and Support.
(a) Echo will provide Customer with Updates to the Echo Product as they become generally commercially available. "Updates" means any patches, bug fixes, corrections, enhancements, upgrades and new versions or releases of the Echo Product. Updates do not include new products or modules that Echo licenses separately.
(b) Echo will provide standard technical support during normal business hours (9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding holidays) via email at Jared@withecho.io. Echo will use commercially reasonable efforts to respond to support requests within one (1) business day.
(c) Echo may offer enhanced support services (including extended hours, faster response times, or dedicated support personnel) for an additional fee under a separate support agreement.
3.1 Fees. Customer will pay Echo the fees set forth in the applicable Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer's payment plan includes an ongoing subscription that is automatically renewed periodically, Customer hereby authorizes Echo to bill Customer's payment instrument in advance on such periodic basis in accordance with the terms of the applicable Order Form until the expiration or termination of the applicable Order Form, and Customer further agrees to pay any and all charges so incurred.
3.2 Subscription Terms and Auto-Renewal.
(a) The Echo Product is offered on a monthly subscription basis. Each subscription automatically renews for additional periods equal to the expiring subscription term or one month (whichever is shorter), unless either party gives the other notice of non-renewal at least ten (10) days before the end of the relevant subscription term.
(b) Customer may cancel its subscription at any time by sending an email to Jared@withecho.io. If Customer cancels a subscription, Customer will continue to have access to the Echo Product through the end of the current billing period, but will not receive a refund for any fees already charged.
(c) Echo reserves the right to modify its fees and billing methods at any time. Any price changes will take effect following email notice to Customer and at the start of the next billing period after the date of the price change.
3.3 Late Payment. Echo may suspend access to the Echo Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.
3.4 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Echo. Customer will not withhold any Taxes from any amounts due to Echo.
4.1 Ownership. Echo and its licensors retain all right, title and interest in and to the Echo Product, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2 Feedback. Customer may from time to time provide Echo suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Echo Product. Echo will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Echo will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
4.3 Feedback License. Customer hereby grants Echo a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Echo Product any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation or functionality of the Echo Product.
4.4 Customer Data. As between Echo and Customer, Customer owns all Customer Data. Customer hereby grants Echo a non-exclusive, worldwide, royalty-free right to use, process, store and transmit Customer Data solely to provide the Echo Product to Customer and for Echo's internal business purposes, including to improve and enhance the Echo Product.
5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
5.2 Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Echo Product; (b) attempt to probe, scan or test the vulnerability of the Echo Product, breach the security or authentication measures of the Echo Product without proper authorization or willfully render any part of the Echo Product unusable; (c) use or access the Echo Product to develop a product or service that is competitive with Echo's products or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Echo Product or otherwise offer the Echo Product on a standalone basis; or (e) otherwise use the Echo Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
6.1 Echo. Echo warrants that it will, consistent with prevailing industry standards, provide the Echo Product in a professional and workmanlike manner and the Echo Product will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, Customer's exclusive remedy shall be the re-performance of the deficient Echo Product or, if Echo cannot re-perform such deficient Echo Product as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.
6.2 Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Echo to use the same as contemplated hereunder. Customer further represents and warrants that it will obtain all necessary consents from meeting participants for the transcription of meetings using the Echo Product.
6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ECHO PRODUCT IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER'S SALES PROCESSES. ECHO DOES NOT REPRESENT OR WARRANT THAT THE ECHO PRODUCT WILL BE ERROR-FREE OR THAT THE TRANSCRIPTIONS WILL BE 100% ACCURATE. ECHO IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF ANY TRANSCRIPTION DATA.
7.1 Indemnity by Echo. Echo will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Echo Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Echo) in connection with any such Claim; provided that (a) Customer will promptly notify Echo of such Claim, (b) Echo will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Echo may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Echo in connection therewith. If the use of the Echo Product by Customer has become, or in Echo's opinion is likely to become, the subject of any claim of infringement, Echo may at its option and expense (i) procure for Customer the right to continue using and receiving the Echo Product as set forth hereunder; (ii) replace or modify the Echo Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Echo will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Echo Product by Customer not in accordance with this Agreement; (C) modification of the Echo Product by or on behalf of Customer; (D) Customer Confidential Information or (E) the combination, operation or use of the Echo Product with other products or services where the Echo Product would not by itself be infringing. This Section states Echo's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
7.2 Indemnity by Customer. Customer will defend Echo against any Claim made or brought against Echo by a third party arising out of or related to: (a) Customer's use of the Echo Product in violation of this Agreement or applicable law; (b) Customer's failure to obtain appropriate consent from meeting participants for transcription; or (c) Customer Data, and will indemnify Echo for any damages finally awarded against Echo (or any settlement approved by Customer) in connection with any such Claim.
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A BREACH OF SECTION 5 OR A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER'S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.1 Term. This Agreement commences on the date Customer first accepts it and continues until the expiration or termination of all Order Forms, unless earlier terminated pursuant to this section. The term of each subscription shall be as specified in the applicable Order Form.
9.2 Termination for Cause. Either party may terminate this Agreement and any Order Form for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.3 Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party's option, any Confidential Information of such party in the other party's possession or control.
10.1 Customer agrees not to, and not to allow third parties to use the Echo Product: (a) to violate, or encourage the violation of, the legal rights of others; (b) to engage in, promote or encourage illegal activity; (c) for any unlawful, invasive, infringing, defamatory or fraudulent purpose; (d) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (e) to interfere with the use of the Echo Product, or the equipment used to provide the Echo Product; (f) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations ("spam"); (g) to access (or attempt to access) the Echo Product by any means other than the interface provided or authorized by Echo; (h) to circumvent any access or use restrictions put in place to prevent certain uses of the Echo Product; (i) to engage in any activity that interferes with or disrupts the Echo Product; or (j) to attempt to gain unauthorized access to the Echo Product or networks connected to the Echo Product.
10.2 Echo reserves the right to investigate any violation of this Acceptable Use Policy. Echo may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
11.1 Customer acknowledges that the Echo Product and related technology are subject to U.S. and local export control laws and regulations. Customer represents and warrants that it: (a) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; (b) is not listed on any U.S. Government list of prohibited or restricted parties; (c) will not export or re-export the Echo Product, directly or indirectly, to any country that is subject to U.S. export restrictions; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer is located.
11.2 Customer shall not use or otherwise export or re-export the Echo Product except as authorized by United States law and the laws of the jurisdiction in which the Echo Product was obtained. In particular, but without limitation, the Echo Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
12.1 Insurance. Echo shall, during the term of this Agreement, maintain in force appropriate insurance coverage at its own cost and expense as is standard in the industry.
12.2 Publicity. Customer agrees that Echo may refer to Customer's name and trademarks in Echo's marketing materials and website; however, Echo will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer's prior written consent (which may be by email).
12.3 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
12.4 Amendment; Waiver. Echo reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Order Form, any modifications to these Terms and Conditions shall become effective upon the date of Customer's next renewal of such Order Form. It is Customer's responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer's non-renewal at any point prior to the Customer's next renewal. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The section headings used herein are for convenience only and shall not be given any legal import.
12.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
12.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
12.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and Echo with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Echo, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
12.10 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
12.11 Government Terms. Echo provides the Echo Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Echo Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Echo Product was developed fully at private expense.
12.12 Interpretation. For purposes hereof, "including" means "including without limitation".