Updated as of August 12, 2026
These Terms of Service (the "Terms of Service"), the Documentation (as defined below), and any order you submit to echowin, whether via website or echowin-approved order form (collectively, the "Agreement") are a binding, legal agreement between you and echowin, Inc., a Delaware corporation, and its affiliates ("echowin," "we," "us," or "our"). This Agreement governs your access to and use of the echowin Service (as defined below) unless you and echowin have entered into a separate written agreement for your subscription that expressly overrides these Terms of Service (a "Subscription Agreement"), in which case such Subscription Agreement will govern your access to and use of the echowin Service. If you have submitted an order or otherwise intend to access the echowin Service through an authorized reseller, systems integrator, or other third-party provider of the echowin Service, you may also be subject to an agreement with that third party; however, echowin's only obligations to you and your only rights as to echowin are those of this Agreement. You may be entering into this Agreement on behalf of yourself as an individual or a sole proprietorship or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to "you" and "your" in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting.
READ THESE TERMS OF SERVICE CAREFULLY, AS THEY PROVIDE, AMONG OTHER THINGS: (i) in Sections 3 and 4, that certain terms and conditions apply with respect to recurring subscription charges and automatic renewals; (ii) in Section 11, that echowin may periodically modify or amend this Agreement, including the pricing and plans available; (iii) in Section 6, that you release echowin from certain liabilities and damages, and waive your right to recover any such damages; and (iv) in Section 10, that you and echowin will resolve certain disputes exclusively through arbitration and not via any consolidated or class actions. You acknowledge that you will only create an account or otherwise use the echowin Service if you agree to be legally bound by all terms and conditions of this Agreement. If you do not agree to all of those terms and conditions, do not sign up for or use the echowin Service.
As used in this Agreement, capitalized terms that are not defined when first used have the meanings given here:
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Authorized Users to access the echowin Service.
"Artificial Intelligence" or "AI" means any machine-based system or functionality that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments. Artificial Intelligence includes, but is not limited to, large language models capable of producing derived synthetic content (e.g., images, videos, audio, text, and other digital content, etc.).
"Authorized User" means your employees, representatives, consultants or members who are authorized by you to use the echowin Service on your behalf and have been supplied Access Protocols for this purpose.
"Contact" means a customer or other third-party individual or entity who interacts with the echowin Service (such as by contacting you through an echowin Service channel such as a phone call or website chatbot), or whose Personal Data otherwise appears in the Subscriber Data.
"Documentation" means the technical materials provided or made available by echowin that describe the features, functionality or operation of the echowin Service, including those located at https://echo.win/docs.
"echowin Service" means echowin's proprietary technology solutions, including proprietary software and related services, that offer AI-powered customer service and workflow automation solutions such as AI voice agents and chatbots, delivered by echowin to you via web browser as software-as-a-service, as ordered by you through the echowin website or other mutually agreed order document.
"Personal Data" means information that relates to an identified or identifiable individual or household, including without limitation any information qualifying as "personal information" or "personal data" under applicable laws relating to privacy and protection of such information or data.
"Service Content" means all content and data provided by echowin as part of the echowin Service, expressly excluding Subscriber Data.
"Subscriber Branding" means any name, logo, branding materials, or other trademark or service mark provided by you to echowin for echowin's use under this Agreement.
"Subscriber Configuration" means any setting, configuration, or other customization within the echowin Service implemented by you or on your behalf to tailor the echowin Service's operation or outputs for you, including any scripts, prompt templates, disclosure language, and limits on AI-generated outputs that are specific to you.
"Subscriber Data" means the data or information provided, submitted, or otherwise transmitted by you or on your behalf to or through the echowin Service, including, for example, any Subscriber Branding, any data or information provided by or for you for the Subscriber Configuration, and any data or information provided by a Contact interacting with you through the echowin Service, including any information, text, voice recordings, call information, or other data imported into the echowin Service via integrations you request or perform with your specified third-party products, services, or systems.
"Term" has the meaning given to it in Section 4.1.
"Usage Data" means any aggregated or appropriately de-identified data and statistics collected or created by echowin relating to your use of the echowin Service.
echowin shall provide the echowin Service to you as set forth in this Agreement and the relevant Documentation. We may provide the echowin Service through echowin, Inc., our affiliate(s), or both. Subject to the terms and conditions of this Agreement, including your payment of all applicable fees as they become due, echowin hereby grants to you during the Term a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the echowin Service and the Documentation solely for your internal use and business purposes.
echowin retains all rights, title, and interest in and to the echowin Service and Documentation, including without limitation all improvements, enhancements or modifications thereto, and all Service Content. Other than as expressly set forth in this Agreement, no license or other rights in the echowin Service are granted to you.
You shall not use the echowin Service or Documentation for any purposes beyond the scope of the license granted in this Agreement. You agree that your entering into this Agreement is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by echowin with respect to future functionality or features. You will not, and will not permit or encourage any Authorized User or other party to:
(a) reverse engineer, disassemble, decompile, modify, copy or make derivative works of the echowin Service;
(b) interfere in any manner with the integrity, performance or operation of the echowin Service or the data contained therein;
(c) attempt to gain unauthorized access to any portion of the echowin Service, other users' accounts, or any third-party systems connected to the echowin Service;
(d) introduce any viruses, malware, or other harmful code into the echowin Service;
(e) use the echowin Service for any purpose that is abusive, harassing, threatening, defamatory, fraudulent, deceptive, or unlawful (including, without limitation, any of the following to the extent unlawful under any applicable law: gambling, adult entertainment, debt collection, phishing, or pyramid schemes or other scams);
(f) use Artificial Intelligence in a manner that is deceptive as to whether a person is interacting with a human or with Artificial Intelligence;
(g) access or use the echowin Service to build a similar or competitive product or service;
(h) remove any proprietary notices from the echowin Service or Documentation; or
(i) use the echowin Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
You may permit any Authorized User to access and use the features and functions of the echowin Service using the Access Protocols, as contemplated by this Agreement. All echowin products and services require that users be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement with echowin. By signing up for the echowin Service, you represent and warrant that you and each Authorized User meet these requirements. You will be fully and solely responsible and liable for all activities that occur under your account or using Access Protocols issued to you or your representatives, including but not limited to the activities of Authorized Users, and you shall be liable for any breach by any Authorized User of this Agreement as if such breach were made by you. You will notify echowin promptly of any unauthorized access to or use of the echowin Service known to you.
(a) Ownership. As between you and echowin, you own all Subscriber Data.
(b) Personal Data; DPA. With respect to Subscriber Data that is within the scope of the Data Processing Addendum located at https://echo.win/dpa, which is hereby incorporated into these Terms of Service by this reference (the "DPA"), you and echowin agree to comply with the DPA.
(c) No Sensitive Data. The products and services provided by echowin under these Terms of Service do not require and were not designed to handle data or information that may by itself or with other information be used to identify any of the following: any financial account information (including payment card data, account numbers, or account credentials), any Social Security or other government identification data, any information that identifies individual patients or their health data (including any Protected Health Information or "PHI," as that term is defined in the Health Insurance Portability and Accountability Act), or any other sensitive data such as information relating to racial or ethnic origin, political opinions, religion or other beliefs, biometrics or genetic characteristics, criminal background, or trade union membership (collectively, "Sensitive Data"). You will not, and will ensure that Authorized Users do not, submit or provide any Sensitive Data to echowin (whether via the echowin Service or otherwise), and echowin has no liability for any Sensitive Data. However, if echowin has agreed with you in writing to permit the submission of PHI by executing a written Business Associate Agreement with you, then the term Sensitive Data does not include PHI, and echowin's obligations with respect to PHI are as expressly set forth in that executed Business Associate Agreement.
(d) Subscriber Branding. The echowin Service may give you the option to include Subscriber Branding, including in the visual and/or audio interface(s) with which Contacts interact. However, you understand that some echowin branding may still be presented in the echowin Service. If you provide Subscriber Branding to echowin, then you hereby grant echowin a limited, royalty-free, non-exclusive license during the Term of the Agreement to use the Subscriber Branding provided to include and display such Subscriber Branding in the echowin Service provided to you under the Agreement. All representations of the Subscriber Branding that echowin uses will be substantially accurate copies of those provided by you, modified only as necessary for the echowin Service. All use of the Subscriber Branding by echowin will inure to your benefit, and echowin will comply with any written request by you to remove the Subscriber Branding from the echowin Service.
(e) License to echowin. With respect to Subscriber Data that is not within the scope of the DPA and that is not Subscriber Branding, you hereby grant to echowin a limited, royalty-free, non-exclusive license to: (i) collect, use, store, and process the Subscriber Data solely to provide and support the proper operation of products and services ordered by you under the Agreement (including to develop and improve echowin's products and services, which may entail training Artificial Intelligence models) and comply with legal requirements, and (ii) sublicense such rights to echowin's affiliates and subcontractors for such purposes.
(f) Your Obligations Relating to Subscriber Data. In any case, you are solely responsible for taking any steps that may be legally required for you and any Contacts to use and interact with the echowin Service, including by: (i) providing any legally required notices and obtaining any legally required consents for the uses and disclosures of Subscriber Data by you, echowin, echowin's subprocessors, and applicable successors, transferees and assignees as contemplated by these Terms of Service; and (ii) applying any opt-outs, revocations of consent, or other privacy preferences expressed by a Contact within the legal deadline for doing so.
(g) You will not provide echowin with Subscriber Data, or permit a Contact to provide echowin with Subscriber Data, where doing so would: (i) cause echowin to violate any legal requirement through the operation of the echowin Service or provision of other services; (ii) obligate echowin to provide a Contact with any notice or obtain a consent from any Contact that echowin is not already providing and obtaining; or (iii) require echowin to contractually impose any obligation on a subprocessor that is not explicitly required by the DPA.
(h) You will not disable or circumvent any privacy or safety features of the echowin Service.
You understand that: (a) the echowin Service relies on Artificial Intelligence for many of its features, including those involving interactions with Contacts; and (b) Artificial Intelligence operates probabilistically and may produce outputs that are incorrect or unexpected. You are responsible for ensuring that the echowin Service's outputs are acceptable to you, including by implementing appropriate practices for (i) testing the echowin Service and Subscriber Configuration, and (ii) conducting human review of all echowin Service outputs and transactions. echowin disclaims all liability for echowin Service outputs generated by Artificial Intelligence.
You understand that some echowin Service functionality requires certain third-party products and services with which the echowin Service is intended to interface or interact (e.g., those relating to telephone, text, or other integrations) and that are not included with the echowin Service or provided by echowin. If you require any assistance with performing or maintaining an integration with any such third-party products or services, you may contact echowin for a quote for such assistance (which would be an engagement that would require separate written agreement of you and echowin as to the scope, schedule, and fees). You are solely responsible for procuring or maintaining current, active, accurate accounts and registrations with third parties relating to any required third-party products and services, for any related costs or fees imposed by any third party, and for properly managing all such accounts, registrations, and relationships. For example, you must obtain and maintain appropriate voice call and SMS/text service from a phone carrier with accurate caller ID and must maintain complete and accurate CNAM, SHAKEN/STIR, and A2P 10DLC registrations, and must comply with any carrier requirements for text messages and calls. Third-party products are subject to terms, conditions, and fees of the third-party providers, and you are solely responsible for compliance with such terms and conditions and payment of such fees. echowin is not responsible for any issues or problems relating to these third-party products and services, including any issues relating to quality, availability, delays, inaccuracy, call blocking, fees, or inability of Contacts to access functionality or to receive notifications or communications from the echowin Service.
You must (a) inform all Contacts (whether or not they are your customers) that calls or other contacts with the echowin Service will be recorded and transcribed by a service provider for purposes of the echowin Service and that they may receive notifications or communications from the echowin Service (e.g., via email, SMS, or voice call), (b) obtain any necessary consents from Contacts to permit echowin and the echowin Service to record and transcribe the calls or other contacts and to send the notifications or other communications that will be sent or made to the Contact, (c) take any other actions necessary to ensure that neither echowin nor the echowin Service is an unauthorized third-party participant in any call or other interaction with a Contact, (d) properly configure all announcements, disclosures, and Contact options to enable echowin Service functionality in a manner that complies with the Agreement and all applicable laws, (e) ensure that any contact information provided to the echowin Service to contact any Contact or other person or entity (e.g., a phone number or email address) is the correct information for the intended recipient, whom you hereby confirm is permitted to receive such communication and has authorized it, and (f) promptly remove any contact information from the echowin Service if any such information previously provided is no longer valid or the recipient is no longer a permitted and authorized recipient for notifications or communications from the echowin Service, such as if the person opts out.
You are solely responsible for ensuring that the integration of the echowin Service with any third-party product or service, and your use of the echowin Service via that integration, including the recording, transcription, Subscriber Configuration, and AI processing of calls and other contacts and the sending of notifications and communications, complies with all applicable laws (including, without limitation, the Telephone Consumer Protection Act, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the Comprehensive Computer Data Access and Fraud Act, the CAN-SPAM Act, and any other applicable statute, regulation, or rule including those relating to privacy, seclusion, wiretapping, eavesdropping, interception of voice calls or electronic messages, conversion, the recording and/or transcription of voice calls or other contacts, processing of data with Artificial Intelligence, disclosure of AI-generated communications, use of AI, and the sending or receiving of calls, texts, or electronic messages), does not constitute a tort of any kind, and further complies with any applicable third-party terms and conditions.
The echowin Service does not provide any functionality relating to emergencies of any kind and does not replace or interact with 911 or similar emergency services. You are solely responsible for providing all disclosures to Contacts relating to emergencies and for providing Contacts with appropriate responses about or access to emergency services. echowin has no obligation or liability with respect to any emergency (relating to health or otherwise) of a Contact or other person or entity.
echowin may lawfully collect or create Usage Data in aggregate or appropriately de-identified format only, for echowin's business or commercial purposes, including without limitation developing and improving echowin's products and services and statistical analysis with respect to usage and traffic patterns. Usage Data will not include any Subscriber Data that could be used to identify you or any Contact, all of which is Subscriber Data regardless of how it is collected or created.
If you provide echowin with any suggestions, enhancement requests, recommendations, or other feedback relating to echowin's products and services ("Feedback"), you hereby grant echowin (including its affiliates) a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into echowin's products and services.
In consideration for your access to and use of the echowin Service under this Agreement, you will pay to echowin the current fees applicable to the products and services you have requested. Current pricing is available at https://echo.win/pricing and may be adjusted by echowin from time to time. Payment of the then-current fees is due in advance of the period to which each payment applies (e.g., up front when you sign up for service and at the beginning of each renewal or subscription period). You are solely responsible for any transaction or other costs associated with any such payments, including any costs associated with currency conversion or credit card processing fees. All payments under this Agreement shall be by credit card through echowin's payment portal or such other payment method, if any, that echowin notifies you is available via the echowin Service or other notice. If you fail to pay any amount due under this Agreement on or before the due date for such payment, echowin shall have the right to charge late payment interest at a rate of one and one-half percent (1.5%) per month of the overdue balance (or the maximum rate permitted by applicable law, if lower), which will automatically accrue on all past due balances. All fees are stated in U.S. Dollars, and all payments must be in U.S. Dollars. echowin reserves the right (in addition to any other rights or remedies echowin may have) to suspend your access to the echowin Service if any fees are more than ten (10) days overdue until such amounts are paid in full. The fees are exclusive of, and you will pay, all sales, use, excise, value-added, and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon you in connection with this Agreement, except for taxes based on echowin's net income.
The term of this Agreement is coterminous with the period during which you have a paid subscription to the echowin Service (the "Term"). Unless otherwise specified by echowin at the time you sign up for the echowin Service, subscriptions purchased via the echowin website are month-to-month, where the initial term is one month, and it renews for additional 1-month periods unless either party notifies the other of its intent not to renew for another month. You may notify echowin that you do not wish to renew by emailing us at support@echo.win or by adjusting your account settings in the echowin Service. echowin may notify you that your subscription will end via email, via notification in the echowin Service, or via other reasonable method.
Either party may terminate this Agreement upon at least thirty (30) days' prior written notice to the other party if such other party substantially breached a material term of this Agreement and failed to cure such breach within the notice period. In addition, if you substantially breach any material term of this Agreement, echowin may immediately suspend your account for and access to the echowin Service until such material breach has been cured. There shall be no refunds for any termination or election not to renew.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted by echowin under this Agreement immediately terminate; (b) any amounts then owed to echowin under this Agreement will become immediately due and payable; and (c) each party will return to the other all materials or property of the other party. Provisions of this Agreement that naturally would survive expiration or termination (including, without limitation, provisions relating to ownership, license restrictions, confidentiality, disclaimers, indemnification, and dispute resolution, as well as the general terms) do survive.
echowin represents and warrants to you that the echowin Service will operate substantially in accordance with the Documentation in all material respects. Provided that you notify echowin in writing of any breach of the foregoing warranty during the Term, echowin will, as your sole and exclusive remedy and echowin's sole and exclusive liability, repair the nonconformity within a reasonable period of time. You and echowin each represents and warrants to the other that throughout the Term, it will comply with all laws and regulations applicable to it that relate to this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECHOWIN AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, GUARANTEES, OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ECHOWIN SERVICE OR YOUR USE (OR INABILITY TO USE) THE ECHOWIN SERVICE, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE ECHOWIN SERVICE IS FREE OF DEFECTS OR MALWARE OR THAT IT WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS. ECHOWIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU UNDERSTAND THAT USE OF THE ECHOWIN SERVICE IS AT YOUR OWN RISK AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, ECHOWIN PROVIDES THE ECHOWIN SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU BEAR THE ENTIRE RISK OF USING THE ECHOWIN SERVICE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF SOME WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE ECHOWIN SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) IN NO EVENT WILL ECHOWIN OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE RESPONSIBLE OR LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR (II) ANY OTHER LOSS OR DAMAGE CAUSED BY THE FAILURE OF THE ECHOWIN SERVICE, BY YOUR USE OR INABILITY TO USE THE ECHOWIN SERVICE, OR BY ANY THIRD-PARTY PRODUCT OR SERVICE, AND (B) IN NO EVENT WILL ECHOWIN'S AGGREGATE CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT FOR ANY AND ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO ECHOWIN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.
"Confidential Information" means any nonpublic information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally or in written or digital media, that is identified as confidential or with a similar legend at the time of such disclosure or that the Receiving Party knows or reasonably should have known is the confidential or proprietary information of the Disclosing Party. Confidential Information includes, without limitation, a party's personal data, financial, pricing and strategy information, and technical or customer information. Information will not constitute the Disclosing Party's Confidential Information if it (a) is already rightfully known to the Receiving Party without obligation of confidentiality; (b) is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information; (c) is or becomes publicly known without any act or fault of the Receiving Party; or (d) is lawfully received from a third party without obligation of confidentiality. The Receiving Party agrees (i) not to use or disclose any Confidential Information except as necessary and appropriate to perform this Agreement; (ii) to protect the Disclosing Party's Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with less than reasonable care; (iii) to hold the Disclosing Party's Confidential Information in strict confidence; and (iv) to limit access to the Disclosing Party's Confidential Information to those of its employees, agents, or Authorized Users having a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body or otherwise required by law, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek an appropriate protective order.
You will indemnify, defend, and hold harmless echowin and its officers, directors, employees, contractors, and agents (collectively, the "Indemnified Parties") from and against any claims, actions, lawsuits, or assertions and any resulting damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees) that arise out of or result from: (a) your breach of this Agreement, (b) your use of the echowin Service, (c) your products or services, (d) the Subscriber Data, and (e) your gross negligence or willful misconduct.
echowin will not be liable under this Agreement if its performance is delayed or prevented due to any cause that is beyond its reasonable control, including a strike, shortage, riot, insurrection, pandemic, fire, flood, storm, explosion, act of God, war, governmental action, earthquakes, or material shortage ("Force Majeure Event"). echowin will use reasonable efforts to (a) notify you of any Force Majeure Event as soon as reasonably practicable and (b) resume performance when it can reasonably do so.
In the event of any dispute, controversy, or claim arising from or in connection with this Agreement, its interpretation, performance, nonperformance, or breach (each, a "Dispute"), you and echowin agree to use their best good-faith efforts to reach a resolution informally via active, good-faith negotiations by personnel for each party with the knowledge and authority to resolve the Dispute. Either party may initiate this process by providing written notice to the other that describes the Dispute in reasonable detail.
If the parties are unable to resolve a Dispute within thirty (30) days after a party has first raised such matter to the other via written notice, then the parties agree to resolve such Dispute by binding arbitration in accordance with this Section 10. Any arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the "JAMS Rules") before a single arbitrator who is selected in accordance with the JAMS Rules. The arbitration proceedings will take place in Austin, Texas, and all such proceedings will be in English. Except as otherwise specifically limited in this Agreement, the arbitral tribunal has the power to grant any remedy or relief that would be available under this Agreement and applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction. This Section does not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The parties agree to maintain as confidential the existence and content of the arbitral proceedings and any rulings or awards, except (a) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, (b) with the consent of all parties, (c) where needed for the preparation or presentation of a claim or defense in this arbitration, or (d) by order of the arbitral tribunal upon application of a party.
Each party will pay the fees of its respective attorneys and any other expenses connected with the arbitration, but all other costs of this arbitration, including the fees of the arbitrator, cost of any record or transcript of the arbitration, administrative fees, and other fees and costs, will be shared equally by the parties. The non-prevailing party in any arbitration proceeding or lawsuit in connection with this Agreement (including any sub-proceeding or motion practice), as determined by the arbitrator, judge, or other tribunal, must promptly reimburse the prevailing party for its out-of-pocket costs, including expert witness fees, attorneys' fees, and any costs and fees on appeal.
If any Dispute arising from or relating to this Agreement is incapable of arbitration for any reason, the state and federal courts located in Travis County, Texas are the exclusive venues for resolution of any such Dispute, whether at law or in equity, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.
The non-prevailing party in any proceeding or lawsuit in connection with the Agreement (including any sub-proceeding or motion practice), as determined by the judge or other tribunal, must promptly reimburse the prevailing party for its out-of-pocket costs, including expert witness fees, attorneys' fees, and any costs and fees on appeal.
You and echowin hereby agree to waive any right to participate in a class action in connection with their relationship or this Agreement. You and echowin agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in a class action or representative action. Unless you and echowin otherwise agree in writing at the time, the arbitrator may not consolidate or join more than one person's or entity's claims and may not preside over any form of consolidated, representative, or class action.
echowin may modify this Agreement (including these Terms of Service, the Documentation, and the service pricing or plans that are available) at any time in its sole discretion. echowin will notify you of any such change, including via email or notice in the echowin Service. If you object to any such change, your sole and exclusive remedy is to notify echowin that you wish to opt out of the next renewal of your echowin Service subscription.
You agree that echowin may use your name and logo in echowin's marketing materials or communications for the sole purpose of indicating you as an echowin customer. The laws of the State of Texas, without giving effect to any conflicts of laws principles, govern this Agreement and all matters arising from or relating to it. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You will not assign, subcontract, delegate, or otherwise transfer this Agreement, or any of your rights and obligations under this Agreement, in whole or in part, to any other person or entity, whether by operation of law or otherwise, without obtaining echowin's prior written consent. Any unauthorized attempt by you to assign, subcontract, or delegate is null and void. echowin may freely assign its rights or delegate its obligations under this Agreement. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. Your relationship to echowin is that of an independent contractor, and neither party is an agent or partner of the other. All notices required or permitted under this Agreement must be delivered in writing by hand delivery, by registered, express or certified mail, return receipt requested, postage prepaid, or by nationally-recognized private express courier, or by email. echowin may submit such notices to you at the address or email address that you provided in your account or may provide such notice through the echowin Service. Notices to echowin must be submitted to echowin at 110 Sugar Beet Circle, Longmont, CO 80501, at legal@echo.win, or at such other address as echowin may provide to you for this purpose. English is the official language of this Agreement, and all notices and other communications must be in English. This Agreement is the final, complete, and exclusive agreement of the parties with respect to its subject matter and supersedes and merges all prior discussions between the parties with respect to such subject matter.