TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE FULLY AND CAREFULLY BEFORE USING THIS SITE.

By using Echovate.com (the “Site”) or any services, features, content or applications offered thereon (together with the Site, the “Services”) in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by Echovate Inc. (“we”, “us” or “our”), each of which is incorporated by reference. In these Terms of Service, the words “Subscriber,” “you” and “your” refer to each individual or entity that has entered into a Subscription Agreement with us, and “Subscription Agreement” shall consist of these Terms of Service, our Privacy Policy, and the transactional rates and certain other terms and conditions related to your Echovate subscription, which are incorporated herein by reference. Additionally, as instructed by the context and nature of the provision contained herein, the words “you” and “your” may also apply to visitors of the Site, who, when visiting this Site, are bound by these Terms of Use, except for such provisions that implicate a Subscription Agreement, or Subscriber or Authorized User status.

“Authorized User” refers to any individual applicant, employee, shareholder, member, partner, officer, director, agent or contractor whom you have authorized to receive a User ID (as defined below) in order to access and use the Services in accordance with the terms of a valid Subscription Agreement. Any reference to “you” and “your” in these Terms of Service shall be construed as including Authorized Users, based on the context and nature of the provision contained herein. Subscriber will be responsible and liable for all acts and omissions of its Authorized Users in connection with their use of the Services and compliance with the Subscription Agreement.

These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services. It is your responsibility to review these Terms of Service periodically. If at any time you find these Terms of Service unacceptable or if you do not agree to these Terms of Service, please do not use the Site or any of the Services. We may update these Terms of Service from time to time. Revisions to these Terms of Service become effective as of the date such revisions are posted on the Site.

These Terms of Service limit the remedies available to you in the event of a dispute.

Please also refer to the terms of our Privacy Policy and in the case of a Subscriber, your Subscription Agreement.

  1. Privacy Policy. We respect your privacy and permit you to control the treatment of your personal information. A complete statement of our current Privacy Policy can be found by visiting http://www.echovate.com/privacy-policy.html
  2. Help. Subscribers may contact their Echovate account manager to seek additional assistance in connection with the Site or the Services. Each Authorized User may seek additional assistance by visiting www.echovate.zendesk.com
  3. Content.
    1. Definition.
      For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made available on or through the Services.
    2. Limited License.
      Subject to these Terms of Service, we grant you a worldwide, non-exclusive, non-sublicensable and non-transferable limited right to access and use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any of our Content, as identified in the Site or Services, for any purpose other than the use of the Services 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.
    3. Notices and Restrictions.
      The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all legal notices, information, and restrictions contained in any Content accessed through the Services.
    4. Availability of Content.
      We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right, but do not have any obligation, (i) to remove, edit or modify the Services and/or any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Services and/or Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all; and (ii) to remove or block any Content from the Services.
  4. Rules of Conduct.
    1. Condition of Use.
      As a condition of use, you represent, warrant and covenant not to use the Services for any purpose that is prohibited by these Terms of Service or applicable laws, rules and regulations applicable to you. You are responsible for all of your activity in connection with the Services.
    2. Restrictions on Use.
      You shall not (directly or indirectly):
      (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (v) harvest or scrape any Content from the Services; (vi) otherwise take any action in violation of our guidelines and policies; (vii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (viii) modify, translate, or otherwise create derivative works of any part of the Services; or (ix) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You are responsible for your own activities and communications on the Site or via the Services, and you are responsible for the consequences of such activities and communications. You must not, and by using or accessing the Site or the Services, you agree not to do any of the following things:
      • Post or submit any incomplete, false or inaccurate personal information or information which is in any other manner untrue or incorrect.
      • Post or submit Content that is subject to copyright protection, unless you are the copyright owner or have the permission of the copyright owner to post it.
      • Post or submit Content that reveals trade secrets or proprietary or confidential information, unless you are the owner or have the owner’s agreement to comply with these terms and conditions.
      • Post or submit Content that infringes any intellectual property rights of others or the privacy or publicity rights of others.
      • Post or submit Content that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another Subscriber, Authorized User, or any other person or entity.
      • Post or submit any type of inappropriate and/or sexually-explicit language or content.
      • Post or submit any content that is inappropriate for a minor child or that seeks to establish any meeting with such minor child.
      • Post or submit solicitations of business, advertising, chain letters or pyramid or unlawful schemes or impersonate another person or entity.
    3. Reserved Rights.
      We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; (v) protect the rights, property or safety of us, our users and the public; or (vi) improve our Services.
    4. User IDs and Passwords.
      You acknowledge and agree that each Echovate user ID (each, a “User ID”) may only be used by the Authorized User to whom we assign it and may not be shared with or used by any other person, including another Authorized User. Subscriber is solely responsible for maintaining the confidentiality of User ID(s) and password(s) giving access to the Services, and is solely responsible for all activities that occur under such User ID(s) and password(s). Subscriber agrees to notify us immediately of any unauthorized use of any User ID or password. Continued failure by Subscriber or any Authorized User to maintain User ID or password security may result in suspension of use of the Service or termination of the Subscription Agreement by us, to be determined our sole discretion.
  5. Third Party Services.
    The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
  6. Suspension of Access.
    With regard to any specific Authorized User, we may suspend your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.
  7. Warranty Disclaimer.
    WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACCURACY, INFRINGEMENT, OR LEGALITY OF MATERIAL OR CONTENT IN OR ACCESSED THROUGH THE SERVICES OR THE SITE.

    THE SITE, SERVICES, AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE, AVAILABLE, UNINTERRUPTED, OR ERROR-FREE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS IN THE SERVICES OR CONTENT WILL BE CORRECTED; (III) ANY CONTENT AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) ANY RESULTS OBTAINED FROM USE OF THE SERVICES OR CONTENT WILL BE ACCURATE, RELIABLE OR OTHERWISE MEET YOUR REQUIREMENTS. The only warranties applicable to the Services and the Site, if any, are those, which are found in these Terms of Service and the Privacy Policy, and in the event of a Subscriber, additionally the Subscription Agreement with such Subscriber; no other warranty or representation shall be applicable.

    You shall be solely responsible for any violations of any relevant laws and for any infringement of third party rights caused by any Content you provide or transmit or that is provided or transmitted using your Echovate user account.

    In the case of each Authorized User, to the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Echovate, its affiliates, and their respective officers, directors, employees, agents and representatives from and against any and all claims, liabilities, damages and expenses, including reasonable attorneys’ fees, asserted by any third party arising out of or relating to (i) any authorized or unauthorized use of the Services and/or the Content by you, including, without limitation, any actions taken you or any Unauthorized User contrary to or otherwise in violation of the Subscription Agreement, or (ii) any decision, action, or inaction of a third party based on your activities, interactions, or responses to requests for information or questions on the Site, including any decision, action, or inaction not to offer you (A) acceptance/ admission at an educational institution, (B) an employment opportunity, or (C) enrollment in any other group, club, business, association, or institution.
  8. Limitation of Liability.
    EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, DATA, REVENUE, PROFITS, OR USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS) IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SITE, THE SERVICES, THE CONTENT, AND/OR YOUR USE THEREOF (INCLUDING, WITHOUT LIMITATION, ANY BUG, VIRUS, TROJAN HORSE, OR THE LIKE, REGARDLESS OF ORIGINATION), WHETHER OR NOT WE HAVE BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
  9. Governing Law and Jurisdiction.
    These Terms of Service shall be governed by and construed in accordance with the laws of the State of South Carolina, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Charleston County, South Carolina.
  10. Miscellaneous.
    1. Modification.
      We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services at any time. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
    2. Entire Agreement and Severability.
      These Terms of Service, together with the Subscription Agreement and Privacy Policies, are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
    3. Force Majeure.
      We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, fires, floods, acts of God, strikes, unavailability of materials, war, insurrection, acts of the public enemy, governmental regulation or prohibition.
    4. Assignment.
      These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
    5. Agency.
      No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
    6. No Waiver.
      Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
    7. Headings.
      The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.