Terms of Service
These Terms of Service set out the terms and conditions upon which you may use the Echobox Service and any application or functionality Echobox makes available through the Echobox Service.
By signing up to or using the Echobox Service, you agree to and accept these Terms of Service.
Please read these Terms of Service carefully and make sure you understand and agree to them before using the Echobox Service. If you have any questions relating to these Terms of Service please contact Echobox at firstname.lastname@example.org.
IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE PLEASE DO NOT USE THE ECHOBOX SERVICE.
INFORMATION ABOUT ECHOBOX
- The Echobox Service is provided by Echobox Ltd ("Echobox"), a company incorporated and registered in England and Wales under company number 08115900 whose registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN.
- In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
- "Account" means the Customer's account on the Echobox Service;
- "Agreement" means the agreement between the Customer and Echobox for the provision of the Echobox Service comprising these Terms of Service and any terms agreed to during the Sign Up Process;
- "Customer" means the person identified as the customer during the Sign Up Process;
- "Customer Data" means the content and data transferred to any Echobox equipment as a result of the use of the Code;
- "Commencement Date" means the date from which the Customer will receive access to the Echobox Service, as set out during the Sign Up Process;
- "Confidential Information" means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
- "Echobox Service" means the Code and any analytics and metrics software product Echobox makes available as a service through the Website;
- "Initial Term" means the period set out during the Sign Up Process that starts on the Commencement Date;
- "Renewal Term" means a period of month that the Agreement will automatically extend for following the end of the Initial Term or any previous Renewal Term;
- "Service Fees" means the amount set out during the Sign Up Process for the provision of the Echobox Service and the Setup Services;
- "Setup Fees" means the amount set out during the Sign Up Process for the provision of the Setup Services;
- "Setup Services" means the services integrating the Echobox Service with the Customer's web pages or mobile application and creating a Customer specific audience graph;
- "Sign Up Process" means the process (whether electronic or otherwise) by which the Customer signs up to use the Echobox Service and, which amongst other things, identifies the Customer and sets out the Service Fees and Setup Fees;
- "Terms of Service" means these terms and conditions of service as amended from time to time;
- "Term" means the Initial Term or any Renewal Term;
- "Trial" means a trial of the Echobox Service for the Trial Period;
- "Trial Period" means the Trial period set out in the Sign Up Process;
- "User" means any person authorised by the Customer to access the Echobox Service on behalf of the Customer;
- "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
- "Website" means www.echobox.com, and related domains and subdomains, such as secure.echoboxapp.com.
YOUR PERSONAL INFORMATION
ACCESSING OUR SITE
- Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice. We will not be liable if for any reason our site is unavailable at any time or for any period.
INTELLECTUAL PROPERTY RIGHTS
- We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws, trademark laws and treaties around the world. All such rights are reserved. We grant you permission to access our site for your personal use only. Any other use of our site or our site content is prohibited. This prohibition includes, but is not limited to:
- making commercial use of our site's content;
- reproduction of the Echobox name, logo, trade marks or any other content available on our site; and
- downloading or copying any of our site content for yourself or for a third-party.
- If you wish to make any use of material on our site other than that set out above, please contact: email@example.com.
- The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this site are our registered and unregistered Trademarks. In addition, page headers, graphics, icons and scripts are our service marks and our protected intellectual property and may not be copied, used or imitated without our prior written consent. Nothing contained on this site should be construed as granting, by implication, or otherwise, any licence or right to use any Trademark displayed on this site without our express written permission. Your misuse of the Trademarks displayed on this site, or any other content on this site is strictly prohibited.
- Echobox may offer a Trial of the Echobox Service during the Trial Period. If a Trial Period has been agreed during the Sign Up Process, the Trial will start on the Commencement Date and will continue for the Trial Period. Following the expiry of the Trial Period, the Agreement will automatically terminate unless otherwise agreed by the Customer and Echobox as set out in writing or during the Sign Up Process.
- The Trial may include a money-back-guarantee. If a money-back-guarantee has been agreed during the Sign Up Process, the Customer may demand a full refund during the Trial Period. After the Trial Period, the money-back-guarantee expires.
- Either party may terminate the agreement at any time during the Trial.
- The Agreement shall start on the Commencement Date set out during the Sign Up Process and continue for the Initial Term. The Agreement shall automatically renew for a Renewal Term at the end of the Initial Term (and at the end of each Renewal Term).
- The Customer may terminate this agreement at any time during the then current Term. If the Customer terminates before the end of the then current Term, the Customer shall not be entitled to any refund of any Fees paid to Echobox for that Term.
ACCESS TO THE ECHOBOX SERVICE
- Echobox grants the Customer a non-exclusive, non-transferable, personal and non sub-licensable licence to permit Users to use the Echobox Service and the Echobox Service features for the purpose of monitoring and analysing content available to the Customer on the Echobox Service and managing the Customer's Account.
- The Customer must treat any username and password used to access the Echobox Service or the Customer's Account as Confidential Information, and it must not disclose it to any third party (other than to Users).
- In relation to Users, the Customer shall ensure that each User keeps secure and confidential any username and password provided to them for the User's use of the Echobox Service and shall not disclose such user name and password to any third party other than persons within the Customer's organisation, company or business.
- Echobox may disable any username or password, at any time and at Echobox's sole discretion, if a User or the Customer has failed to comply with any of the provisions of the Agreement.
- The Customer is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. Whenever applicable, Echobox encourages the Customer to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with its Account. If the Customer has any concerns about the login details for its Account or thinks they have been misused, please contact Echobox at firstname.lastname@example.org.
- The Customer must take reasonable precautions to prevent any unauthorised access to, or use of, the Echobox Service and, in the event of any such unauthorised access or use, promptly notify Echobox.
- The Customer recognises that Echobox is always innovating and finding ways to improve the Echobox Service with new features and services. Therefore, the Customer agrees that the Echobox Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Echobox Service.
- The Customer shall indemnify and defend Echobox, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to the Customer's use of the Echobox Service (except to the extent caused by Echobox's negligence).
- Echobox will provide the Setup Services to the Customer.
- Echobox permits the Customer to download and access the Code (including any updates to the Code that Echobox may make available from time to time) for the sole purpose of permitting the Customer to integrate the Customer's web pages or mobile application with the Echobox Service.
- The Customer shall insert the Code into the Customer's web pages or mobile application in accordance with the reasonable directions given by Echobox from time to time.
- The Customer shall update the Code inserted into the Customer's web pages or mobile application promptly upon receiving notice from Echobox to do the same.
- The Code is provided on an "AS IS" basis and the Customer assumes sole responsibility for installation and integration of the Code with its IT systems including but not limited to the Customer's hardware, software, websites and mobile applications.
- Echobox may monitor the Customer's use of the Echobox Service to ensure quality, improve the Echobox Service, and verify the Customer's compliance with the Agreement.
- The Customer:
- must comply with all applicable laws and regulations with respect to its use of the Echobox Service and its activities under the Agreement;
- must use the Echobox Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Echobox Service by any Users;
- must obtain and shall maintain all necessary licences, consents, and permissions necessary for Echobox to perform its obligations to the Customer under the terms of Agreement;
- must ensure that its network and systems, including its internet browser used complies with the relevant specifications provided by Echobox from time to time;
- is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Echobox Service;
- must not (a) access, store, distribute or transmit any Virus through the Echobox Service (b) use the Echobox Service to access, store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) use the Echobox Service in a manner that is illegal or causes damage or injury to any person or property; (d) use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Echobox Service in a manner that sends more request messages to the Echobox Service than a human can reasonably produce in the same period of time by using a conventional online web browser; (e) attempting to interfere with or compromise the Echobox Service integrity or security. Echobox reserves the right, without liability or prejudice to its other rights under the Agreement, to disable the Customer's Account for breaches of the provisions of this clause.
IMPORTANT NOTE ON INTELLECTUAL PROPERTY RIGHTS
- Echobox is the owner of or the licensee of all intellectual property rights in the Echobox Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
- The Customer will not, when using the Echobox Service, except as may be allowed by any applicable law which is incapable of exclusion by Echobox:
- and to the extent expressly permitted under these Terms of Service attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Echobox Service in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Echobox Service; or
- access all or any part of the Echobox Service in order to build a product or service which competes with the Echobox Service or use or attempt to use the Echobox Service to directly compete with Echobox.
- The Customer grants Echobox a licence to access, download and use the Customer Data for the purpose of analysing the Customer Data in accordance with the Echobox Service functionality, displaying the results of such analysis to Users, developing, testing, improving and altering the functionality of the Echobox Service and producing anonymised or anonymised and aggregated statistical reports and research. Otherwise, Echobox claims no rights in the Customer Data. The Customer shall maintain a backup of Customer Data and Echobox shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.
- Echobox may use the Customer's name, logo and related trade marks in any of Echobox's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the Echobox Service and alongside any testimonials that the Customer has agreed to give. The Customer grants Echobox such rights as are necessary to use its name, logo, related trademarks and testimonial for the purpose of this clause.
- Echobox does not claim ownership in the Customer Data.
- If Echobox processes any Personal Data as a result of hosting the Customer Data or as a result of the Customer's use of the Echobox Service, the Customer agrees that Echobox does so as Data Processor and that the Customer is the Data Controller in relation to such Personal Data.
- Echobox and the Customer agree that, in relation to such Personal Data:
- Echobox will process the Personal Data only in accordance with the terms of the Agreement and any lawful written instructions reasonably given to Echobox by the Customer from time to time; and
- Echobox will both have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
- For the purposes of this clause, the terms "Personal Data", "Data Processor" and "Data Controller" shall have the same meaning as set out in the Data Protection Act 1998.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Service. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of the terms of the Agreement.
- Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.
PRICE AND PAYMENT
- The Customer will pay the Service Fees set out during the Sign Up Process as agreed between the parties. The Service Fees are payable in advance. The Customer agrees that the Service Fees are non-refundable.
- The method of calculation of the Service Fees will be set out during the Sign Up Process (the "Fee Calculation Method").
- The Customer will pay the Setup Fees as set out during the Sign Up Process. The Setup Fees are payable in advance. The Customer agrees that the Setup Fees are non-refundable.
- Unless alternative payment is agreed during the Sign Up Process, the Customer will provide to Echobox valid, up-to-date and complete credit or debit card details and it hereby authorises Echobox to bill such credit or debit card for the Service Fees and the Setup Fees as set out in the Sign Up Process.
- If Echobox has not received payment after the due date, and without prejudice to any other rights and remedies available to Echobox:
- Echobox may, without liability to the Customer, suspend or temporarily disable all or part of its access to the Echobox Service and Echobox shall be under no obligation to provide any access to the Echobox Service while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
- All amounts and fees stated or referred to in the Agreement:
- are payable in the currency specified in the Sign Up Process or otherwise stipulated by Echobox; and
- are exclusive of value added tax ("VAT") unless otherwise expressly stated which shall be paid at the same time as payment of the Service Fees and the Setup Fees. Echobox shall send the Customer a VAT invoice if Echobox is requested to do so.
- Echobox may modify the Fee Calculation Method upon 30 days' notice in writing to the Customer, such increase to take affect from the commencement date of the Renewal Term following the expiry of the notice. If the Customer is unhappy with the increase, the Customer may terminate the Agreement with Echobox at the end of the then current Term. During the notice period the Service Fees will not increase. Echobox modify the Fee Calculation Method once per calendar year.
- Where the Customer has paid for access to the Echobox Service, Echobox will, as part of the Echobox Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time). Support for Customers using the Echobox Service for free will be provided entirely at Echobox's option and discretion.
- The Customer acknowledges that the Echobox Service is dependent on access to various third party data sources (including the Customer Data). The Customer agrees that Echobox are not responsible for the non-availability or interruption to the Echobox Service caused by any such non availability of any such third party data source.
SUSPENSION AND TERMINATION
- If the Customer fails to pay any sum due to Echobox and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid Echobox may terminate the Agreement with the Customer immediately by notice and without any liability for Echobox to the Customer.
- Echobox may terminate the Agreement with 30 days' notice in writing.
- Echobox may terminate the Agreement by notice with immediate effect, or such notice as Echobox may elect to give, if the Customer:
- is in breach of applicable law; or
- infringes Echobox's intellectual property rights in the Echobox Service.
- Either party may terminate the Agreement at any time on written notice to the other if the other:
- is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
- is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
- On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Customer's right to access and use the Echobox Service will end.
- Echobox shall use reasonable endeavours to permit the Customer to download any Customer Data from the Echobox Service for a period of 15 days after the expiry or termination (howsoever caused) of the Agreement.
- The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
- Echobox undertakes to support the Echobox Service and will provide the Setup Services with reasonable skill and care. Otherwise, the Echobox Service is provided on an "AS IS" basis and Echobox gives no representations, warranties, conditions or other terms of any kind in respect of the Echobox Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
- Except as expressly and specifically provided for in the Agreement:
- The Customer assumes sole responsibility for (i) installation and integration of the Code and the Echobox Service with its IT systems including but not limited to the Customer's hardware, software, websites and apps; and (ii) any results obtained from the use of the Echobox Service and for any conclusions drawn or taken from such use and it relies on the results obtained from the Echobox Service at its own risk;
- All representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
- Echobox will not be responsible for any interruptions, delays, failures or non-availability affecting the Echobox Service or the performance of the Echobox Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Echobox relies to provide the Echobox Service and the Customer acknowledges that Echobox does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
- Subject to this clause, Echobox will not be liable for losses that result from Echobox's failure to comply with the Agreement, in tort (including negligence) or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
- Nothing in the Agreement excludes or limits Echobox's liability for death or personal injury caused by Echobox's negligence or for fraud or fraudulent misrepresentation.
- Echobox's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Service Fees paid by the Customer in the 6 months prior to the event giving rise to the claim or, in the case of an event in the Trial Period giving rise to a claim, £1.
- Applicable laws may require that some of the information or communications Echobox send to the Customer should be in writing. When using the Echobox Service, the Customer accepts that communication with Echobox will be mainly electronic. Echobox will contact the Customer by e-mail or provide the Customer with information by posting notices on the Echobox Service. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Echobox provides to the Customer electronically comply with any legal requirement that such communications be in writing.
- All notices given by the Customer to Echobox must be given to email@example.com. Echobox may give notice to the Customer at either the e-mail or postal address the Customer provides to Echobox, or any other way Echobox deems appropriate. Notice will be deemed received and properly served immediately when posted on the Echobox Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
TRANSFER OF RIGHTS AND OBLIGATIONS
- The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer's rights or obligations arising under the Agreement, without Echobox's prior written consent.
EVENTS OUTSIDE ECHOBOX'S CONTROL
- No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse the Customer from any payment obligations under the Agreement.
RELIANCE ON INFORMATION POSTED
- We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
DISCLAIMER AND LIABILITY
- Access to our site is permitted on a temporary basis and we may limit or terminate access to our site at any time without any notice. We will not be liable if our site is unavailable at any time or for any period.
- We have taken every care in the preparation of the content of our site. However, we will not be responsible for any errors or omissions or for any technical problems you may experience with our site. If we are informed of any inaccuracies in the content on our site we will attempt to correct this as soon as we reasonably can.
- Whilst we make reasonable efforts to ensure that any information presented on our site is correct, the information on our site is presented without any guarantees, conditions or warranties of any kind and the site is made available to you on an "AS IS" basis. We are not responsible for anything that occurs from your reliance on the content of our site.
- We exclude all warranties and conditions implied by statute, common law or the law of equity, to the extent permitted by applicable law.
- Because our site is provided free of charge, we will not, in any way, be liable for any loss or damage (whether direct or indirect) in tort (including negligence), breach of contract, breach of statutory or otherwise (even if foreseeable) in connection with any use you make of our site or the information presented on it.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
VIRUSES, HACKING AND OTHER OFFENCES
- You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack.
LINKING TO OUR SITE
- Links to third party websites from our site are provided solely for your convenience. If you use these links you leave our site. We do not control, and are not responsible for, these websites, their content or their availability. We in no way endorse, or make representations about them, or any material found on them. Accessing third party websites from our site is done entirely at your own risk.
- You may link to our home page (www.echobox.com), provided you do so in a way that is fair, legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You agree to remove any link to our site on a website owned or controlled by you on receipt of a request from us.
- If you have any concerns about material which appears on our site, please contact firstname.lastname@example.org.
- No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
- If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
ECHOBOX'S RIGHT TO VARY THE TERMS OF SERVICE
- Echobox has the right to revise and amend these Terms of Service from time to time to reflect changes in market conditions affecting Echobox's business.
- The Customer will be subject to the Terms of Service in force at the time that it makes use of the Echobox Service, or if Echobox notifies the Customer of changes to these Terms of Service and the Customer continues to use the Echobox Service the Customer will be subject to those changes.
- Echobox will use reasonable endeavours to notify the Customer of any material changes to these Terms of Service by email or by the placement of a notice on the Echobox Service.
PREVIOUS TERMS OF SERVICE, AGREEMENTS AND CONTRACTS
- The acceptance of these Terms of Service overrides and negates any Terms of Service, agreements (incl. Non-Disclosure Agreements) or contracts previously agreed by Echobox (or by Echobox's representatives) and the Customer.
THIRD PARTY RIGHTS
- A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
LAW AND JURISDICTION
- The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.