ECHOWORKS INC.

Terms of Use


This alpha software is provided for confidential testing. To create your account, please agree the following terms.


Welcome to Fabric, an app provided by Echoworks LLC ("we" and "our"). Fabric is an app we are still in the process of building and launching. It is a private journal that automatically chronicles the places, people and photos in your life (“Fabric App”). In its current "alpha" version, the Fabric App is for use by invitation only.

PLEASE READ THESE “TERMS OF USE” CAREFULLY.

Echoworks may modify, delete or add to various provisions of these Terms of Use from time to time. Continued use of the Fabric App signifies agreement to any changes. This version is posted as of August 27, 2014.

CONFIDENTIAL NATURE OF THE ALPHA FABRIC APP

The Fabric App currently constitutes confidential information of Echoworks during this “alpha” period. Any information or understanding received or learned by you about the Fabric App (including based on using the Fabric App) may not be disclosed by you. Your non-disclosure obligations extends to friends, acquaintances, colleagues, reporters or other press or news agencies and competitors of Echoworks. If you disclose any such information or understanding about the Fabric App, it will cause significant and irreparable harm to Echoworks, the extent of which may be difficult to ascertain. You may not and should not show or give any public exhibitions or displays of the Fabric App.

Alpha Program

This Fabric App is being initially launched in alpha version. You agree and understand that such alpha version is not a final or even “beta” release, and the Fabric App in such alpha version are test versions which may contain anomalies or generate incorrect results or not be fully compliant with legal requirements for providing the kinds of service contemplated to be supported by the interim or final versions of the Fabric App. Further, there may be no formal customer or technical support, and no guaranteed or specific release date or time for any “beta” or final version, or even that the alpha version will be in continuous operation. All data, information, user profile information, and other submissions may be deleted, removed or lost from or not maintained by Echoworks, whether intentionally or not, or any and all information, including personally identifiable information. Echoworks may also retain or archive data or information collected from or input by you, even if the same is not accessible by later versions of the Fabric App. Echoworks shall have no liability or obligation to you whatsoever in respect of any of the foregoing. During any alpha phase, Echoworks may suspend or terminate your account and your ability to use the Fabric App or any portion thereof at any time for any reason whatsoever.

How Account and Other Information is Collected and Used; Privacy Policy

During this “alpha” period, Echoworks will have no formal privacy policy. This section describes how we may collect and use information about you. Use of the Fabric App requires registration. When you register to use the Fabric App, you will be asked to provide certain personal information or agree to allow Facebook or Twitter or other social network or platform to provide Echoworks with such information as part of using their sign-in process to register to use the Fabric App. Such personal information may include your name, address(es), email address, biographical information, occupational or other affiliations, and/or other personal information, as well as permission to access sensors and other information on or generated by your mobile device or associated with social network account. Information asked about or from you may also take the form of different formats or media, such as photos, video, sound and the like including your likeness, private or public surroundings, the voice, likeness and other physical attributes of your friends, family and other subjects. All such information may relate to or impinge upon your or their privacy and publicity rights. You may also be asked to supply information about friends and others, including their contact information, so that we may, by using your name on your behalf, invite your friends and/or others to install, access and use the Fabric App pursuant to these Terms of Use. We do not currently expect to have functionality in the alpha version of the Fabric App that allows you to make such invitations on an automated or self-service basis. Your friends and/or other invitees will always be given the option of rejecting any invitation or refusing to register or create an account. We will not use any of your friend's or other invitee's contact information you may provide us for any purpose other than to initiate an invitation and possibly reminders to install and use the Fabric App, although please note that some of your friends or other invitees may be contacted by us because their contact info was provided by other users or sources. Once registered, you will be required to input and provide personal and other information from time to time in connection with using the functionality of the Fabric App. Additionally, some information will be collected about you and your interactions with other users (both users who are known to you and users who may be unknown to you) by virtue of your use of certain functionality of the Fabric App. Further information about your location, your device ID and other information that may or may not be considered personal information may be collected passively based on your installing, accessing and/or using the Fabric App. Except for information marked as mandatory or collected passively or ambiently in connection with functions of the Fabric App, any decision by you not to provide mandatory or requested information may affect whether certain functions of the Fabric App can perform as intended (or not) or may cause incorrect results. From time to time we may ask you to provide certain information and feedback regarding your usage of the Fabric App to aid us in debugging or otherwise improving the Fabric App as part of this "alpha" phase of its development. Such information may include or be associated with your personal information such as names, addresses, email addresses, affiliations, screen or user names for various communications. You may also be asked or required to connect your use of the Fabric App with certain social networks (such as Facebook, Twitter, or other). We may also look at tracker logs maintained by or on your device including time and location data, as well as usage and crash reports and logs. We will typically ask you for your permission to retrieve and analyze device logs or crash reports, but during the "alpha" phase we may find the need to aggregate data. We may also monitor, track and analyze users' relationships with each other and other social networking data for the purpose of making recommendations about other users, locations, content, and otherwise in respect of how the Fabric App may be used or shared or what the Fabric App should feature. During the "alpha" phase of the Fabric App and afterwards, Echoworks cannot guarantee the security or confidentiality of any information you disclose; you make such disclosures at your own risk.

User Submissions

The word "User Submissions" means text, messages, ideas, concepts, pitches, suggestions, data, analyses, descriptions, labels, formatting and formats, your and/or other persons' names, likenesses, usernames, profiles, actions, appearances, biographical information or material, check ins’ and location information, ambiently collected data about you, and/or other similar materials that may be collected, submitted, shared, posted, uploaded, embedded, displayed, communicated or otherwise distributed (collectively, "Distributed") by or about your on or through the Fabric App. User Submissions includes those data, information and/or other materials that Echoworks expressly requests or enables you to provide via any feature or activity on the Fabric App and/or that you Distribute on or through the Fabric App, whether solicited or unsolicited. Echoworks and all of its assignees, licensees, distributors, agents, and representatives shall be entitled to exploit and disclose any and all User Submissions, and Echoworks shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any User Submission. You hereby grant Echoworks and its assignees, licensees, distributors, agents and representatives a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under any and all intellectual and proprietary rights, privacy and publicity rights, and other rights you own or control to use, reproduce, transmit, display, exhibit, Distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such User Submissions, in whole or in part, in all media formats and channels now known or hereafter devised (including on Fabric App, Echoworks’ and/ or other third party sites) for any and all purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity. Notwithstanding anything to the contrary, we owe you no obligation, and therefore may refuse, to post, deliver, remove, modify or otherwise use or take any action with respect to User Submissions you Distribute.

User Conduct

You may only use Fabric App by invitation during the "alpha" period and only for lawful uses. You may not at any time or for any reason, do any of the following:

Additionally, and without limiting the foregoing, prohibited conduct includes, but is not limited to, use of the computer network and communication infrastructure and systems underlying, hosting and supporting the Fabric App to do any of the following:

Without limiting any other rights or remedies of Echoworks, violations of the foregoing may result in removal of violative communications and/or early termination of your access to the Fabric App. Echoworks shall have the right, but not the obligation, to monitor the content of the Fabric App to determine compliance with these Terms of Use and any operating rules established by Echoworks and to satisfy any law, regulation or authorized government request. Without limiting the foregoing, Echoworks shall have the right to remove any material that Echoworks, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. You shall not upload, post or otherwise make available on Fabric App any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Fabric App, you automatically grant, or warrant that the owner of such material has expressly granted Echoworks the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, edit and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Please note that Echoworks does not want to receive confidential information and any information received will be deemed NOT to be confidential.

Third Party Content

Certain of the content on and/or featured in the Fabric App are supplied by third parties. In many of these cases, we are a distributor (not a publisher) of such supplied or licensed content and thus any opinions, advice, statements, services, offers, or other information or content expressed by such third parties are their own, and not of Echoworks. Neither Echoworks nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. Under no circumstances will Echoworks be liable for any loss or damage caused by your reliance on information obtained through Fabric App. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content made available through Fabric App.

Intellectual Property Ownership

The Fabric App contains content that is the intellectual property of Echoworks or its licensors or suppliers. This content is protected by domestic and international copyright, trademark and other intellectual property law and may not be used except as expressly provided for herein or, if relevant, any alpha evaluation agreement to which you may be a party. The publication, distribution, display and retransmission of any portion of the Fabric App or its displays, in any medium, is expressly prohibited unless written permission is first obtained from Echoworks or the appropriate rights holder. All rights not expressly granted hereby are reserved to Echoworks or its licensors or suppliers.

Disclaimer of Warranty

YOU AGREE THAT THE FABRIC APP IS EXPERIMENTAL, PRELIMINARY OR UNTESTED, NOT VETTED FOR LEGAL COMPLIANCE, AND IS BEING PROVIDED AT NO CHARGE. YOU EXPRESSLY AGREE THAT USE OF THE FABRIC APP IS AT YOUR SOLE RISK. THE FABRIC APP IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. YOU SPECIFICALLY ACKNOWLEDGE THAT ECHOWORKS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD- PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Limitation of Liability

IN NO EVENT SHALL ECHOWORKS BE LIABLE FOR ANY LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE TOTAL LIABILITY OF THE ECHOWORKS PARTIES TO YOU FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THESE TERMS OF USE OR THE USE OF OR INABILITY TO USE FABRIC APP SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED TWENTY-FIVE DOLLARS ($25.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, Echoworks' liability is limited to the greatest extent permitted by law.

Indemnification

You agree to defend, indemnify and hold harmless Echoworks, Echoworks’ directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Fabric App by you, except to the extent such claims and expenses arise directly out of the gross negligence or willful misconduct of Echoworks.

Termination

Echoworks may terminate these Terms of Use at any time. You may at any time voluntarily cease to use the Fabric App, provided that Echoworks shall have no obligation to remove or delete any content or profile which has been previously uploaded by you to the extent other users have accessed and participated in the Fabric App or interacted with you based accessing or using on such content or such profile information. Without limiting the foregoing, Echoworks shall have the right to immediately terminate any of your passwords or accounts in the event of any conduct by you which Echoworks, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Use.

Miscellaneous

These Terms of Use (which hereby incorporates by reference any other provisions applicable to use of the Fabric App, including, but not limited to, any supplemental terms governing the use of certain specific functions contained in Fabric App) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Use will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Terms of Use, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.

Jurisdiction

Echoworks is located in New York City, State of New York in the United States of America. We make no representation that the Fabric App is appropriate or available for use in other locations. Those who choose to use or access the Fabric App from other locations do so on their own initiative and are responsible for compliance with local laws. These Terms of Use shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.