EchoSpan - Terms & Conditions

By continuing to use this site (the "Hosted Service"), you agree to the following terms and conditions:

GOVERNING LAW
These Terms and Conditions shall be interpreted and construed according to, and governed by, the laws of the State of Georgia, USA.
MODIFICATIONS TO TERMS AND CONDITIONS
We reserve the right to change these terms and conditions without notice by posting the changes to our Web site.
USE OF THE ECHOSPAN SERVICE

The following types of businesses or organizations are NOT allowed to participate in the EchoSpan Hosted Service: organizations encouraging illegal activity or racism, organizations providing instructions or discussions about performing illegal activities, sites that promote or utilize software or services designed to deliver unsolicited email, or any other sites we deem to be inappropriate.

Hosted Service licenses may not be transferred to any other person or entity and are intended for use only within your organization.

EchoSpan bears no responsibility for customer data in the Hosted Service after the termination of Customer's subscription.

OWNERSHIP AND LICENSES
EchoSpan retains all ownership rights in the EchoSpan Hosted Service as well as any customizations to the application resulting from Customer's suggestions, feedback, recommendations or modification requests. Customer may access and export its data (any data entered by the Customer's users) at any time during the term of the Customer's subscription. Customer retains all ownership rights in the data it enters into the EchoSpan Hosted Service. EchoSpan licenses Customer copyrighted materials for the sole purpose of the use of the EchoSpan tool and generation of reports. Distribution, modification of all or part of contents in any form is strictly prohibited for any purpose other than use in the EchoSpan tool. Client may not, without express written permission distribute or commercially exploit the content. Nor may Customer transmit it or store it in any other website or other form of electronic retrieval system.

Unless otherwise agreed in writing, all licenses expire 12 months from the date issued. 360 degree feedback licenses are valid for one review for one feedback recipient. Unlimited-use 360 licenses are available for enterprise subscriptions. Standard 360 feedback licenses are limited to 100 responses (raters) each. Additional raters may be purchased for $5 each above the 100 limit.
USE OF LOGOS, TRADEMARKS & CLIENT CONTACT INFORMATION
Customer acknowledges and agrees that its company/branding information (company name, logos, etc.) may be utilized by EchoSpan. Possible uses include (but are not limited to) a directory of the companies using our service, general promotional uses, etc. Customer's contact information will never be shared with any third party without written authorization from Customer.

EchoSpan retains ownership and all rights to EchoSpan logos, trademarks, software, trade secrets, databases, reports, and Web site. The EchoSpan corporate logo and company contact information (phone number and Web address) must appear on all report coversheets, screenshots, email and other electronic documents generated by our system. Distribution of materials without the EchoSpan logo, unless otherwise arranged in writing, will be seen as a direct violation of the EchoSpan copyright policy.
FEES AND PAYMENT TERMS
Payment for products and services is due upon receipt of invoice. All discounts applied to products or services (i.e. for volume, contract term, non-profit status) are wholly dependent upon on-time payment and are void if payment is late. Late payments (30 or more days from the date an invoice was sent to Customer) are subject to interest charges of 1.5% of the outstanding balance per month, or the maximum amount allowable by law, whichever is lower. Additionally, Customer agrees to reimburse EchoSpan for costs incurred in the course of collecting payment on its account, which, at a minimum, will be billed at $100 per month while the account is delinquent. All purchases are final, non-cancelable and non-refundable at the time of payment.
Delinquent and expired accounts are subject to deactivation or deletion. EchoSpan is not responsible for any data in expired accounts or accounts for which payment is past due.

Hosted Services pertaining to 360 feedback shall be deemed rendered and complete when one or more of the following occurs: a) The feedback recipient has one or more completed survey responses, b) A report has been generated for a particular target, or c) at the expiration of the license agreement between Customer and EchoSpan. Additional charges may apply if additional feedback or services is required after the occurrence of one or more of the aforementioned events. Response and report data for past reports will only be maintained for the year in which a licenses has been purchased, unless otherwise agreed in writing.

Purchases made by credit card may not be "charged back." In the event customer initiates a "charge back" request with their credit card issuer, customer agrees to pay EchoSpan for all issued licenses and services by check immediately.

SUPPORT FOR CORPORATE USERS
This section applies to Customers that license EchoSpan products for internal corporate use (Corporate Users). EchoSpan, unless otherwise contracted in writing, supports the Customer's administrative user on regular business days during the hours of 8am to 8pm eastern time. Any support services performed on custom-built application and reporting components will be billed at normal hourly rates. This includes but is not limited to services such as programming changes, additions, deletions, answering technical questions, training and meeting participation. Customization requests requiring "rush" or same-day turnaround will be billed at 2x normal rates. A minimum of 8 developer hours are billed for any work performed on holidays or weekends at the "rush" rates. Normal rates apply to code customizations completed during the normal production calendar. Rates will be clearly delineated for any work performed and prior written authorization is required by authorized client contact on any change request.

For Corporate Users that purchase 50 or more licenses per year:

-	Support is provided via phone and email to registered and trained administrative users.
-	Up to five support requests are handled free of charge each calendar month.
-	Complimentary training is available via live weekly webinar, pre-recorded session or a private web-based session with an EchoSpan client manager.
-	Additional support requests are billed at a rate of $50 per request.
-	Monthly support overages are invoiced with payment due within 30 days.
-	Support response within 4 hours (during business hours).
-	Two administrative users are supported, additional administrators may be added for $500 per month.

For Corporate Users that purchase fewer than 50 licenses annually:

-	Support is provided via email to registered and trained administrative users.
-	Support is free for the first 30 days after account is activated.
-	Complimentary training is available via live weekly webinar or pre-recorded session.
-	Assistance with the first target/rater upload is free.
-	Additional support requests are billed at a rate of $50 per request.
-	Monthly support charges are billed automatically each month to a credit card on file.
-	Support response within 24 hours (during business hours).
-	Two administrative users are supported, additional administrators may be added for $500 per month.

Any support requests pertaining to the system's availability are handled without charge.

SUPPORT FOR CONSULTANTS/RESELLER USERS
This section applies to Customers that service or resell EchoSpan products with their own clients (Consultant Users) and do not use the tool internally. EchoSpan, unless otherwise contracted in writing, supports the Consultant User's administrative user on regular business days during the hours of 8am to 8pm eastern time. Any support services performed on custom-built application and reporting components will be billed at normal hourly rates. This includes but is not limited to services such as programming changes, additions, deletions, answering technical questions, training and meeting participation. Customization requests requiring "rush" or same-day turnaround will be billed at 2x normal rates. A minimum of 8 developer hours are billed for any work performed on holidays or weekends at the "rush" rates. Normal rates apply to code customizations completed during the normal production calendar. Rates will be clearly delineated for any work performed and prior written authorization is required by authorized client contact on any change request.

For Consultant Users that purchase 100 or more licenses per year OR are a member of the EchoSpan Partner Program:

-	Support is provided via phone and email to registered and trained administrative users.
-	Up to five support requests are handled free of charge each calendar month.
-	Complimentary training is available via live weekly webinar, pre-recorded session or a private web-based session with an EchoSpan client manager.
-	Additional support requests are billed at a rate of $50 per request.
-	Monthly support overages are invoiced with payment due within 30 days.
-	Support response within 4 hours (during business hours).
-	Two administrative users are supported, additional administrators may be added for $500 per month.

For Consultant Users that purchase fewer than 100 licenses annually:

-	Support is provided via email only to registered and trained administrative users.
-	Support is free for the first 30 days after account is activated.
-	Complimentary training is available via live weekly webinar or pre-recorded session.
-	Assistance with the first target/rater upload is free.
-	Additional support requests are billed at a rate of $50 per request.
-	Monthly support charges are billed automatically each month to a credit card on file.
-	Support response within 24 hours (during business hours).
-	Two administrative users are supported, additional administrators may be added for $500 per month.

Any support requests pertaining to the system's availability are handled without charge.

SERVICE LEVEL ASSURANCE
EchoSpan agrees to provide a minimum of 99% system availability during any calendar month, excluding regularly scheduled maintenance time for all MANAGED subscriptions. Should EchoSpan fail to provide 99% uptime for the Hosted Service, Customer has the right to terminate its subscription agreement cause and will be entitled to a prorated refund for the remainder of its contracted subscription period. Any claims brought under this SLA must be made in good faith and within 5 business days after the date of the service interruption. Service Level Assurance does not apply to BASIC or STANDARD Support subscriptions. BASIC and STANDARD Support subscriptions are provided on an "as-is" and "as-available" basis. SLA applies only paid users of the tool; survey raters are not guaranteed availability or uptime.
CONFIDENTIALITY
a. EchoSpan’s Confidential Information. EchoSpan’s “Confidential Information” means and refers to all materials furnished by EchoSpan that are expressly identified or marked by EchoSpan as “confidential”. If EchoSpan intends to supply Confidential Information for use by Client in connection with the Project (for example, as part of the Work Product), then EchoSpan will provide Client with a written summary of such Confidential Information prior to EchoSpan’s disclosure thereof to Client.

b. Client’s Confidential Information. Client’s “Confidential Information” means and refers to all tangible or intangible information and materials, in any form or medium (and without regard to whether the information or materials are owned by Client or by a third party), whether furnished or disclosed to EchoSpan by Client, or accessed, observed or otherwise obtained by EchoSpan from Client (pursuant to any business hereunder or in contemplation of any potential business hereunder), that satisfies at least one of the following criteria:

i. Information or materials related to Client’s or any of its customers’ business, trade secrets, customers (including identities, characteristics and activities), business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, technology, or employees;
ii. information or materials designated or identified as confidential by Client, whether by letter or by an appropriate proprietary stamp or legend, prior to or at the time such information or materials are disclosed by Client to EchoSpan;
iii. Information disclosed orally or visually, or written or other form of tangible information or materials without an appropriate letter, proprietary stamp or legend, if it would be apparent to a reasonable person, familiar with Client’s industry, that such information or materials are of a confidential or proprietary nature; or,
iv. Personal Information; or
v. Client Content.

c. Duty of Care and Use Restrictions. The Party receiving Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information; and, at a minimum, the Receiving Party will adopt, maintain and follow security practices and procedures that are sufficient to safeguard the Disclosing Party’s Confidential Information from any (i) unauthorized disclosure, access, use, modification; (ii) misappropriation, theft, destruction, or loss; or (iii) inability to account for such Confidential Information. Without limiting the generality of the foregoing, the Receiving Party will only use or reproduce the Disclosing Party’s Confidential Information to the extent necessary to enable the Receiving Party to fulfill its obligations under this Agreement, or in the case of Client, to exercise its rights as contemplated by this Agreement. In addition, the Receiving Party will disclose the Disclosing Party’s Confidential Information only to those of the Receiving Party’s Personnel who have a “need to know” such Confidential Information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement. EchoSpan will ensure that each of its Personnel who will be providing Services for Client shall be bound to uphold the obligations of confidentiality set forth herein.
LIMITATION OF LIABILITY
Customer agrees to use our services at its own risk. Hosted Services are provided on an "as is" basis. Customer agrees that its has made its own determination regarding the usefulness of the service. We disclaim all warranties including, but not limited to, warranties of merchantability and fitness for a particular purpose.

We are not liable for damages, direct or consequential, resulting from your use of the service, any failure to provide service, suspension of service, or termination of service. We do not guarantee the availability of the service. You agree not to hold us responsible for data loss or interruption of service of any kind. Customer assumes all liability for use of the system inside or outside of recommended use guidelines as provided in documentation or training. Misuse of the tool for any reason deemed in appropriate by EchoSpan may result in termination of the account. Customer agrees to adhere to recommended procedures for protecting non-managerial respondents' anonymity in providing responses to performance surveys.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM YOUR VIOLATION OF THIS AGREEMENT OR ANY THIRD-PARTY'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. OUR LIABILITY WILL NOT EXCEED THE PURCHASE PRICE OF THE SERVICES.
EchoSpan Copyright Notice
You may print and download portions of material from the EchoSpan website. We retain ownership and all rights to EchoSpan logos, trademarks, software, trade secrets, databases, reports, and Web site.