Terms of Use

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Terms"), govern your access to and use of our website https://echoclipping.com (the "Site"), our Platform (the "Platform") and our related services, (together with the Site and Platform, the "Services"), whether as a guest or a registered user.

The Platform provides opportunities for independent contractor users ("Clippers") to provide services to Echo in connection with social media clipping campaigns Echo is implementing for third party creators or brands (collectively "Clients"). These Terms of Use must be agreed to by Clippers prior to accessing the Services.

Please read the Terms carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms including the agreements incorporated by reference herein, you must not access or use the Services.

This Services are offered and available to users who are 14 years of age or older, and meet the other eligibility conditions set forth in these Terms and applicable third-party provider terms. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Echo and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

I. MODIFICATION OF TERMS

We reserve the right to change or modify these Terms at any time and in our sole discretion. Any such Agreement changes will become effective immediately. If we make changes to these Terms, we will provide notice of such changes, such as by updating the "Last Updated" date at the beginning of these Terms. By continuing to use the Services at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. You should review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. You may read a current, effective copy of this Agreement at any time by visiting echoclipping.com/terms-of-service. If you do not agree to the revised Terms, you may not access or use the Services.

II. ACCOUNT SET-UP AND SECURITY

a. Account Registration

In order to use certain features of the Services, including the use of the Platform, you will need to sign in with your Discord account and authorize Echo, which will redirect you to your page on the Platform (such Echo Platform page, your "Account"). By registering for an Account, you (a "Registered User") agree to provide accurate, current, and complete Account information (to Discord, Echo, and any other applicable social media platform or third-party service provider), and to maintain and promptly update such information as necessary. By creating an Account, you represent and warrant that you have all requisite capacity, power, and authority to enter into, and perform your obligations under these Terms.

b. Account Verification

In order to verify your Account, you must certify ownership of your Discord account, TikTok account, and any other linked social media profiles. We may review submitted Account registrations, and we reserve the right to deny any individual an Account based on any reason or for no reason. When you connect your Discord account, and periodically thereafter (including prior to receiving any payment), you may be subject to additional verification, including but not limited to validation against third-party databases or the verification by a third-party service provider of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Echo.

c. Account Security

You are responsible for the security of your Account. You agree that you will not share or transfer your Account, and will not create more than one Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Services, including unauthorized use of your password.

d. Additional Information

We may require you to provide additional information and documents at the request of any competent authority or in order to help us comply with applicable law, regulation, or policy.

III. USE

a. Intellectual Property Rights

You acknowledge and agree that the Services may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. The Echo name and logos are trademarks and service marks of Echo (collectively the "Echo Trademarks"). Other Echo, Client, and Echo service provider content, names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Echo.

UNDER NO CIRCUMSTANCES ARE YOU PERMITTED TO SCREEN RECORD, DISTRIBUTE, MAKE DERIVATIVE WORKS FROM, OR OTHERWISE USE OR EXPLOIT THE SERVICE CONTENT, ECHO TRADEMARKS, OR OTHER ECHO, CLIENT, OR ECHO SERVICE PROVIDER CONTENT EXCEPT AS EXPLICITLY REQUIRED BY AN AGREED ECHO CAMPAIGN.

b. Copyright Complaints

We respect the intellectual property of others and ask that our users do the same. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied or used on the Website in a way that constitutes copyright infringement, please send the following information to our Copyright Agent at [email protected].

VI. PAYMENTS

a. Payments

Payments to Clippers will be governed by these terms and conditions and any accepted campaign statement of work. In the event of a conflict, the campaign statement of work will control. Echo will make payment to any Clipper based on the campaign terms. Echo further reserves the right to require verification of authenticity for all clips and associated data, and to withhold payment in the event of any violation of these terms or any campaign statement of work.

b. Payment Processing

You agree that any payments will be made through the use of Echo's payment processor, Stripe. As a condition of Echo's enabling payment processing through Stripe, you agree to provide Stripe with accurate and complete information, which may include compliance with identity verification, and providing additional identification and tax compliance documents and information. Payments to eligible Clippers will be processed Net 30 from the end date of any campaign, with a $15 minimum payout requirement, and subject to compliance with these Terms through and including the date of payment.

IX. PROHIBITED USES

You may not attempt or cause to attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password "cracking," or any other illegitimate means. You may not breach or cause to breach the security or authentication measures on the Services, or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services.

In addition, you agree not to and will not assist another to:

• reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services
• upload, post or store any materials that directly or indirectly contain viruses, corrupted files or any other similar harmful mechanism
• link to, mirror, or frame any portion of the Services without our prior express written permission
• scrape, index, survey, or data mine any portion of the Services or unduly burden or hinder the operation of the Services
• share campaign information, strategy, payment details, or performance metrics

X. TERMINATION

You may terminate these Terms at any time by cancelling your Account and discontinuing your access to and use of the Services. You agree that we, in our sole discretion, and for any or no reason, may terminate these Terms and suspend and/or terminate your Account(s), and withhold further payments, on the Services without prior notice. We will not be liable to you or to any third party for any such suspension or termination.

XII. DISCLAIMERS

THE SERVICES, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

XV. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These Terms of Use, including all matters of construction, validity, and performance, and all disputes arising out of or connected with the Terms of Use, the Site, and the Services shall, in all respects, be governed by and construed in accordance with the laws of the State of Delaware without regard to any principles of conflict of laws, except that the arbitration clause herein shall be governed by the Federal Arbitration Act.