Echoleaf Terms of Service

Last updated on August 5, 2024

These EchoLeaf Terms of Service (the “Terms of Service” or the “Terms”) are effective as of the date shown above and describe the terms and conditions that govern your access to, use of, or engagement with www.echoleafsystems.com/ (the “Website”) made available by EchoLeaf Systems, Inc., a Delaware corporation (“EchoLeaf”, “we,” “our,” or “us”). Certain features of the Website may be subject to additional terms, guidelines, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING, USING, OR OTHERWISE ENGAGING WITH OUR WEBSITE, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING THOSE RELATED TO THE RESOLUTION OF DISPUTES. BY ACCESSING, USING, OR ENGAGING WITH OUR WEBSITE, OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF SERVICE WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO, EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT ACCESS, USE, OR ENGAGE WITH OUR WEBSITE.

IMPORTANT NOTICE – AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THESE TERMS OF SERVICE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND ECHOLEAF WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 9 BELOW. YOUR AGREEMENT TO ARBITRATE MEANS THAT YOU ARE GIVING UP THE RIGHT TO BRING A COMPLAINT, CLAIM, OR DISPUTE, OR OTHERWISE TAKE LEGAL ACTION, BEFORE A COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, ALL DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN YOU AND ECHOLEAF, WHETHER IN COURT OR IN ARBITRATION, WILL ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND THAT YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE READ SECTION 9 OF THESE TERMS FOR FURTHER DETAILS.

For information on how EchoLeaf collects, uses, and shares any personal information, please see our Privacy Policy at www.echoleafsystems.com/privacy-policy . If you reside outside of the European Economic Area, your acceptance of these Terms constitutes your consent to the processing activities described in our Privacy Policy under the laws of your jurisdiction.

1. BINDING AGREEMENT; CHANGES

1.1. Binding Agreement. If you choose to access, use, or engage with our Website, you will be entering into a binding agreement with EchoLeaf, whereby you agree to abide by all of the terms and conditions set forth in these Terms of Service. Please be advised that these Terms apply irrespective of how you access, use, or engage with the Website, whether via computer, mobile device, or otherwise.

1.2. Changes to the Terms. We may change these Terms at any time and without prior notice. We will update the “last updated on” date located at the top of these Terms to indicate that the Terms have been changed. All changes will become effective immediately upon posting. It is your responsibility to be apprised of the most current Terms prior to each access to, use of, or engagement with the Website. If any future changes are unacceptable to you, you may discontinue your access to, use of, or engagement with the Website. Your continued access to, use of, or engagement with the Website following the posting of updated Terms will indicate acceptance by you of the Terms as they then read.

2. ACCESS TO THE WEBSITE

2.1. Limited License. Subject to your compliance with these Terms of Service, EchoLeaf grants you a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable license to access, use, or engage with the Website and the content, functionalities, and features therein.

2.2. Modification; Discontinuation; Restriction. We may change, suspend, or discontinue (temporarily or permanently) any aspect of the Website (including the availability of any content, functionality, or feature of the Website) at any time, for any or no reason, with or without notice. We may also impose limits on certain features of the Website or restrict your access to parts or all of the Website without notice. You agree that EchoLeaf shall not be liable to you or to any third party for such any modification, suspension, discontinuation, limitation, or restriction.

2.3. Security and Infrastructure. We cannot and do not guarantee that the Website will be free from any viruses, worms, malware, spyware, adware, Trojan horses, sniffers, corrupted files, or other harmful, malicious, or destructive programming, software, or code (collectively, “Malicious Code”). It is your responsibility to implement appropriate security safeguards (including antivirus software and other security checks) to satisfy your particular requirements as to the safety and reliability of the Website. We do not provide internet services or any other network or communications services or any hardware, software, storage, security, or other resources necessary for you to access, use, or engage with the Website. You and your service providers are responsible for acquiring all such items and for their reliability, security, and performance.

3. PROHIBITED USES

You agree that you will not access or use, or attempt to access or use, the Website to take any action that could: (a) harm us or a third party; (b) violate any applicable laws or regulations; or (c) infringe our or any third party’s intellectual property or other proprietary or legal rights. Furthermore, except as expressly authorized by these Terms or as otherwise expressly permitted in writing by EchoLeaf, you shall not:

• Reverse engineer, disassemble, decompile, or decode the Website, in whole or in part, or otherwise attempt to derive or gain access to any of the source code or software, in whole or in part, used to provide the Website.
• Access, use, or engage with any part of the Website for the purpose of (i) developing a website, product, or service that is similar to and/or competitive with the Website or any EchoLeaf product or service described therein or (ii) copy any ideas, features, functions, or graphics of the Website or any EchoLeaf product or service described therein.
• Copy, reproduce, distribute, share, publish, use, store, modify, correct, adapt, translate, enhance, or prepare derivative works of the Website, in whole or in part, or attempt to do any of the foregoing.
• License, sell, rent, lease, transfer, assign, host, or otherwise commercially exploit the Website, in whole or in part, or attempt to do any of the foregoing.
• Display, mirror, or frame the Website, in whole or in part, or any intellectual property or proprietary information of EchoLeaf.
• Remove any copyright, trademark, confidentiality, or other proprietary rights notices from the Website or any content provided therein.
• Access, use, or engage with any part of the Website which you do not have permission or authorization to access, use, or engage with, or for which EchoLeaf has revoked any such permission or authorization.
• Use robots, spiders, scripts, service, software, or any manual or automatic device, tool, or process designed to data mine or scrape content, data, or information from the Website or any content therein, or otherwise use, access, or collect content, data, or information from the Website or any content therein using automated means.
• Use services, software, or any manual or automatic device, tool, or process designed to remove, disable, circumvent, or otherwise limit the effectiveness of any restriction, condition, or technological measure that manages, monitors, or controls access to, use of, or engagement with the Website, or protects our intellectual property and other proprietary rights, including overriding any security feature, bypassing or circumventing any access controls or use limits of the Website, or failing to abide by exclusionary protocols.
• Attempt to probe, scan, or test the vulnerability of the Website or to breach or circumvent any security or authentication measures used by the Website.
• Do anything that could disrupt, disable, compromise, damage, alter, or interfere with (i) the functioning or appearance of the Website or (ii) the operation, performance, or integrity of the servers or networks used to make the Website available, or any server, computer, or database connected to the Website.
• Do anything that imposes an unreasonable or disproportionately large load on our network or infrastructure.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Introduce any Malicious Code to the Website or any component thereof.

4. WEBSITE CONTENT

The Website and all of its contents, functionalities, and features (including text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations, whether or not downloadable – each and collectively, the “Content”) are owned or controlled by EchoLeaf, our licensors, and/or any third party credited as the provider of the applicable Content. The Website and the Content are protected, to the fullest extent possible, by U.S. and international copyright, trademark, patent, trade secret, sui generis, and other intellectual property or proprietary rights or laws. The Website and Content is intended for your personal, non-commercial use only. You may not modify, publish, transmit, store, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display (including framing and inline linking), communicate to the public, or in any way exploit the Website or the Content, in whole or in part. You shall abide by all additional copyright notices, information, or restrictions contained on the Website and in any Content.

No right, title, or interest in or to the Website or the Content is transferred to you, and all rights, title, and interests not expressly granted in these Terms are reserved by EchoLeaf. No implied license of any kind whatsoever is granted to you under these Terms. Any use of the Website or the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

5. ECHOLEAF TRADEMARKS

The EchoLeaf name (including “EchoLeaf Systems, Inc.”), the EchoLeaf logo, and all related names, logos, product and service names, designs, and slogans (collectively, the “EchoLeaf Marks”) are trademarks of EchoLeaf or its affiliates or licensors. You may not use the EchoLeaf Marks without the prior written permission of EchoLeaf or its affiliates or licensors, as applicable. All other names, logos, product and service names, designs, and slogans that may be contained on the Website or in any Content are the trademarks of their respective owners.

6. FEEDBACK

In the event you provide us with any materials or feedback, including questions, comments, suggestions, recommendations, ideas, requests, plans, notes, drawings, original or creative materials, or other information (other than personal identifying information, which is subject to our Privacy Policy), in connection with the Website or any EchoLeaf product or service described therein (collectively, “Feedback”), you hereby assign to EchoLeaf all rights, title, and interest in and to all such Feedback, including all intellectual property rights therein and thereto, and agree that EchoLeaf shall be entitled to the unrestricted use and exploitation of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that we may receive Feedback from you through any mode of communication, including on or through the Website (e.g., via our Contact Us (www.echoleafsystems.com/contact-us ) and through communications (electronic or otherwise) separate from the Website, (e.g., direct email correspondence to info@echoleafsystems.com ), call with our support team, etc.). You agree that you will not submit to EchoLeaf any Feedback that contains any information that is, or may be, confidential or proprietary. You hereby waive any and all rights to any claim against EchoLeaf for any actual or alleged infringement of any intellectual property or other proprietary rights, moral rights, and rights of attribution under any applicable law in connection with any Feedback.

7. THIRD-PARTY CONTENT

The Website may provide links to, or otherwise incorporate, third-party websites, resources, content, or services  (collectively, “Third Party Content”). Your access to or receipt of Third Party Content via the Website does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Because we do not control, endorse, sponsor, recommend, or otherwise accept responsibility for any such Third Party Content, you agree that EchoLeaf is neither responsible nor liable for any Third Party Content, including the accuracy, authenticity, completeness, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to any Third Party Content, and that EchoLeaf makes no representation or warranty with respect to any Third Party Content. We have no obligation to monitor, verify, censor, or edit any Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Website at any time, in our sole discretion, without notice. Furthermore, your access to, use of, and engagement with Third Party Content will be governed by the terms and conditions and privacy policies set by the providers of such Third Party Content. We encourage you to conduct whatever due diligence or investigation you feel is necessary or appropriate before accessing, using, or engaging with any Third Party Content, including reviewing and familiarizing yourself with the terms and conditions and privacy policy of each third-party website, resource, content, or service that you visit or utilize. Any questions or concerns regarding Third Party Content should be directed to the applicable provider(s) of such Third Party Content. You agree that your access to, use of, or engagement with Third Party Content is at your own risk and is subject to the terms and conditions of service or use applicable to such Third Party Content. You agree that EchoLeaf is not responsible for such risks and hereby release and hold us harmless from any and all liability arising from your access to, use of, or engagement with any Third Party Content.

8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITIES

8.1. Representations and Warranties. You represent and warrant that: (a) no content or materials of any kind that you submit to us will violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy, or other personal or proprietary rights; and (b) you are at least eighteen (18) years old.

8.2. Indemnification. You hereby indemnify, defend, and hold harmless EchoLeaf and all officers, directors, owners, agents, information providers, affiliates, licensors, and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of, relating to, or in connection with: (a) any breach or alleged breach by you of these Terms of Service or any of the representations and warranties made by you herein; (b) your access to, use of, engagement with, or activities in connection with the Website; (c) information, content, or materials transmitted through your device (including any Feedback), even if not submitted by you, including any claim that such information, content, or materials infringe, violate, or misappropriate any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any individual or entity; (d) EchoLeaf’s use of or reliance on any information, content, or materials submitted by or on behalf of you to EchoLeaf; (e) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your access to, use of, engagement with, or activities in connection with the Website; and (f) your gross negligence or willful misconduct. You agree to cooperate as fully as reasonably required in the defense of any such claim. EchoLeaf reserves the right, at its own expense, to assume the exclusive defense and control of any claim. EchoLeaf retains the exclusive right to settle, compromise, and pay any and all claims.

8.3. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR MATERIALS MADE AVAILABLE ON, THROUGH, OR IN CONNECTION WITH THE WEBSITE (AS APPLICABLE) ARE PROVIDED, DISTRIBUTED, AND/OR MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ECHOLEAF EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR MATERIALS OBTAINED OR MADE AVAILABLE ON, THROUGH, OR IN CONNECTION WITH THE WEBSITE (INCLUDING THIRD PARTY CONTENT, PRODUCTS, AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH ACCESS TO AND USE OF THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, RELIABILITY, VALIDITY, TIMELINESS, OR USEFULNESS OF ANY INFORMATION, CONTENT, OR MATERIALS AVAILABLE ON, THROUGH, OR IN CONNECTION WITH THE WEBSITE. ALL SUCH INFORMATION, CONTENT, AND MATERIALS ARE SOLELY FOR GENERAL INFORMATION PURPOSES, AND ANY RELIANCE YOU PLACE ON SUCH INFORMATION, CONTENT, OR MATERIALS IS STRICTLY AT YOUR OWN RISK. ACCORDINGLY, THE ECHOLEAF PARTIES (AS HEREINAFTER DEFINED) DISCLAIM ALL WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, RELIABILITY, VALIDITY, TIMELINESS, AND USEFULNESS OF ANY INFORMATION, CONTENT, OR MATERIALS AVAILABLE ON, THROUGH, OR IN CONNECTION WITH THE WEBSITE, AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY RELIANCE PLACED ON SUCH INFORMATION, CONTENT, OR MATERIALS BY YOU OR ANY THIRD PARTY. WHILE WE TRY OUR BEST TO ENSURE THAT THE WEBSITE IS ALWAYS AVAILABLE, UP-TO-DATE, AND CORRECT, ECHOLEAF EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE, FREE OF HARMFUL COMPONENTS, OR ERROR-FREE, AND THAT ANY DEFECTS WILL BE REPAIRED.

Some jurisdictions limit or do not permit the disclaimer of implied or other warranties. As such, the above disclaimers may not apply to you to the extent such jurisdictions’ laws are applicable.

8.4. LIMITATION OF LIABILITIES. IN NO EVENT SHALL ECHOLEAF AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, DATA SUPPLIERS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ECHOLEAF PARTIES”) BE RESPONSIBLE OR LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY, IN CONNECTION WITH ANY ASPECT WHATSOEVER OF YOUR ACCESS TO, USE OF, OR ENGAGEMENT WITH ANY COMPONENT OF THE WEBSITE, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOST GOODWILL, OR COMPUTER FAILURE OR MALFUNCTION (COLLECTIVELY, THE “EXCLUDED DAMAGES”). THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE ECHOLEAF PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE ECHOLEAF PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE ECHOLEAF PARTIES’ TOTAL LIABILITY TO YOU FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR ENGAGEMENT WITH THE WEBSITE AND/OR YOUR RIGHTS UNDER THESE TERMS EXCEED, IN THE AGGREGATE, ONE HUNDRED UNITED STATES DOLLARS (US$100.00); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

8.5. WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR ENGAGEMENT WITH THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES ARE NOT IRREPARABLE OR OTHERWISE SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, MATERIALS, FEEDBACK, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ECHOLEAF OR AN AFFILIATE OR LICENSOR OF ECHOLEAF.

9. GOVERNING LAW; DISPUTE RESOLUTION; WAIVER OF CLASS ACTIONS

9.1 Governing Law. These Terms of Service have been made and will be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law provisions, as an agreement wholly performed in the State of New York.

9.2. Arbitration Agreement. Certain portions of this Section 9 are deemed to be a “written agreement to arbitrate” (the “Arbitration Agreement”) pursuant to the Federal Arbitration Act (the “FAA”). You agree that such portions of this Section 9 are intended to, and do, satisfy the “written agreement” requirement of the FAA.

9.3. Binding Arbitration. You and EchoLeaf agree that, except for (a) claims related to intellectual property and (b) any claims that may be brought in small claims court, where the amount in controversy is properly within the jurisdiction of such court (collectively, the “Excluded Claims”), any controversy, allegation, or claim arising out of, relating to, or in connection these Terms of Service, your access to, use of, or engagement with the Website and any content therein, or any aspect of the relationship between you and EchoLeaf (including EchoLeaf’s collection, storage, use, and disclosure of information pursuant to EchoLeaf’s Privacy Policy), whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (collectively, the “Covered Claims”), will be resolved by binding arbitration. YOUR AGREEMENT TO ARBITRATE MEANS THAT FOR ALL COVERED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU ARE ONLY ENTITLED TO A HEARING BEFORE A NEUTRAL ARBITRATOR.

9.4. WAIVER OF CLASS ACTIONS. YOU AND ECHOLEAF AGREE THAT EACH PARTY MAY BRING DISPUTES RELATING TO BOTH COVERED CLAIMS AND EXCLUDED CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION. The foregoing does not prevent you or us from participating in a class-wide settlement of claims.

9.5. Conduct of Arbitration; Governing Rules. Arbitrations for any disputes between you and EchoLeaf relating to the Covered Claims will be administered by the American Arbitration Association (the “AAA”) in accordance with its then-current Commercial Arbitration Rules (the “AAA Rules”). New York law applies to any arbitration under this Section 9, but the parties agree that the FAA governs the interpretation and enforcement of the portions of this Section 9 that constitute the Arbitration Agreement.

Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall be final and binding. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Covered Claim is submitted to arbitration. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in New York City, New York.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except: (a) if the arbitrator finds at any time that a claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys’ fees, associated with that claim; or (b) if the AAA Rules or other applicable rules or laws require EchoLeaf to pay a greater portion or all arbitration-related fees and costs in order for the Arbitration Agreement contained in this Section 9 to be found enforceable, then EchoLeaf will have the right to elect to pay the fees and costs, such that the claim may proceed to arbitration.

If a party properly submits a Covered Claim to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by JAMS (https://www.jamsadr.com/ ) or any other arbitration administration service to which you and EchoLeaf agree in writing.

9.6. Informal Resolution. Prior to initiating arbitration for a Covered Claim, both parties agree that they will provide written notice of the potential claim to the opposing party setting forth: (1) the factual and legal basis for the claim; (2) contact information for the potential claimant and their counsel, if any; and (3) the remedies sought, including the amount of claimed monetary damages (the “Notice”). Following receipt of the Notice by the opposing party, the parties agree to make a good faith effort for at least sixty (60) days to resolve the claim before resorting to more formal means of resolution, such as arbitration or any court action. Notice of a claim to EchoLeaf should be emailed to legal@echoleafsystems.com  or mailed to 600 E. Elkcam Circle, Unit 57, Marco Island, FL 34145.

The informal dispute resolution process set forth in this Section 9.6 is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Any claim or cause of action arising out of or related to a Covered Claim must be filed within one (1) year after such claim or cause of action arises or be forever barred.

9.7. Opt-Out. You have the right to opt out and not be bound by the Arbitration Agreement contained in this Section 9 by emailing a written notice of your decision to opt out to legal@echoleafsystems.com , with the subject line “ARBITRATION OPT-OUT.” Your notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement, and must be sent within thirty (30) days of your first use of the Website. If your opt-out notice is not received within such timeframe, you will be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt out of the Arbitration Agreement, (a) all other parts of these Terms will continue to apply to you, (b) you may exercise your right to a trial by jury or judge, as permitted by applicable law, and (c) EchoLeaf will also not be bound by it.

9.8. Excluded Claims; Other Litigation. For litigation regarding Excluded Claims and any other controversy or claim for which arbitration is denied, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in New York City, New York.

9.9. Survival. All provisions of this Section 9 will survive termination of these Terms of Service, your relationship with EchoLeaf, or your access to, use of, or engagement with the Website.

10. MISCELLANEOUS

10.1. Severability; Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, such provision will be deemed severable from these Terms, and the invalidity of such provision will not affect the validity or enforceability of the remaining provisions of these Terms, which will remain in full force and effect. These Terms shall not be construed against the drafter. Wherever used in these Terms, the words “include” and “including” shall be deemed to be followed by the words “without limitation.” Section headings are provided for convenience only and in no way define or explain any section or provision hereof.

10.2. Investigations; Termination; Survival. EchoLeaf reserves the right to: (a) investigate any suspected breaches of the Website’s security or its information technology or other systems or networks; (b) investigate any suspected breaches of these Terms; (c) investigate any information obtained by EchoLeaf in connection with reviewing law enforcement databases or complying with criminal laws; (d) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (e) prosecute violators of these Terms; and (f) discontinue the Website, in whole or in part, or suspend or terminate your access to it, in whole or in part, without notice, for any reason and without any obligation or liability to you or any third party. Any suspension or termination will not affect your obligations to EchoLeaf under these Terms. Upon suspension or termination of your access to the Website, or upon notice from EchoLeaf, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of and engagement with the Website. The provisions of these Terms which by their nature should survive your suspension or termination shall survive, including any rights and licenses you grant to EchoLeaf in these Terms, as well as the indemnities, releases, disclaimers, and limitations of liability, and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

10.3. Assignment. EchoLeaf may assign its rights and obligations under these Terms and the Privacy Policy, in whole or in part, to any party, at any time, without notice. You may not assign these Terms or delegate any of your obligations hereunder without EchoLeaf’s prior written consent.

10.4. No Waiver. Except as expressly set forth in these Terms, no failure or delay by EchoLeaf in exercising any rights, powers, or remedies under these Terms will operate as a waiver of that or any other right, power, or remedy. No waiver or modification of any provision of these Terms will be effective, unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

10.5. Correspondence; Customer Support. When you communicate with us electronically, such as via email or text message, you consent to receive communications from us electronically. Please note that we have no obligation to respond to any correspondence that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have a question about the Website or otherwise require support in connection with your use of the Website, you may email us at info@echoleafsystems.com . You agree that the provision of customer support is at EchoLeaf’s sole discretion and that we have no obligation to provide you with customer support of any kind.

10.6. Notices. You agree that: (a) we may notify you of important matters, including any material modification of these Terms, by prominently posting notice in an appropriate location on the Website or in any other reasonable manner; and (b) we may contact you by mail or email at the mailing and electronic addresses provided by you. EchoLeaf may give notice by written communication sent by first-class or prepaid mail or by email. Any such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing by first-class or prepaid mail, or twelve (12) hours after sending by email. You may give notice to EchoLeaf, which shall be deemed to have been given upon receipt by EchoLeaf, at any time by written communication delivered by a nationally recognized overnight delivery service or by first-class or prepaid mail to 600 E. Elkcam Circle, Unit 57, Marco Island, FL 34145.

10.7. Entire Agreement. These Terms of Service, together with any additional terms or applicable policies referred to herein, comprise the entire agreement between you and EchoLeaf relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and EchoLeaf relating to such subject matter.