DESIGNER AND ECHOES OF SPACE (EOS) PLATFORM LEGAL AGREEMENT

February 6, 2023

DESIGNER AND ECHOES OF SPACE (EOS) PLATFORM LEGAL AGREEMENT

Welcome to Echoes of Space!

This Designer and EOS Platform Legal Agreement and Terms and Conditions (“these Terms”) represent the Agreement between Echoes of Space (“us,” “our,” “we”) and the Designer (“You”) (individually, “Party”, jointly, “Parties”) governing your use of our services available through our (the “Website”) and our mobile application(s) (the “App(s)”), where those services are the “our Services”).

To have a copy of these terms sent to you, contact Echoes of Space at hello@echoesofspace.com

  • USE OF SERVICE

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE OUR SERVICES.

  • OUR SERVICE
  1. We deliver high-quality design services through our interactive e-commerce platform. 
  1. Through our platform, our Users user pay for the package(s) and the Users start working with the Designers online.
  • ELIGIBILITY
  • This is a contract between you the Designer, and us. You must read and agree to these terms before accepting to work with Us.  You may work with Us only if you can form a binding contract with us and only in compliance with this Agreement and all applicable local, state, national laws, rules, and regulations.
  • You must be at least 13 years of age to be eligible to work with Us. 
  • SCOPE OF OUR LICENSE

  1. License Grant to You. The Website and App is licensed, not sold, to you for use only under these terms. Subject to your complete and ongoing compliance with these terms, we hereby grant you a personal, limited, revocable, non-transferable license to access and use the Website and the App, in both instances solely for your own use or on whose behalf you are authorized to act to access. 

  1. License Limitations. You may not modify, alter, reproduce, or distribute the Website or App. You may not rent, lease, lend, sell, redistribute, or sublicense the Service, Website or App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Website or App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service, Website or App or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in these terms, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.

  1. Applicability to Updates. These terms will govern any updates provided to you by us that replace and/or supplement the Website or App, unless such upgrade is accompanied by a separate license or revised terms, in which case the terms of that license or revised terms will govern.

  • YOUR PROFILE AND INFORMATION

  1. You must register and create a Designer Profile for you to work with Us. To do so, you must provide your zip code, phone number, email address, name, password, and any other detail you’re asked. 

  2. We collect information when you: register to use our Services; log in with social networking credentials; use our Services; complete an application to become a Designer; and otherwise communicate with or submit information or content to us. This includes information may include information that you share with the Users in your communications. We may also collect any interim or final design renderings, plans, or recommendations, which we shall own, and we may use (or share) for any purpose so long as we do not share it with any other information that can identify you personally as the source.

  • YOUR OBLIGATIONS

  1. You will communicate/chat with our Users via our Platform.  

  1. You will also provide our Users with suggestions for their space as well as a shoppable list of products according to their selected service package(s).

  1. You shall not violate any applicable federal, state or local laws or regulations or the terms.

  • OUR PROPRIETARY RIGHTS

  • Echoes of Space alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the designs. 
  • You are allowed to repost the works and/or designs and cannot use them in any way that would be detrimental to Us.
  • Our Agreement does not convey to you any rights of ownership in or related to our services, or the Intellectual Property Rights owned by us. Accordingly, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our content. Use of our content for any purpose not expressly permitted by this agreement is strictly prohibited. 
  • The service, our name and logo are the exclusive property of Echoes of Space.
  • PAYMENTS.
  • You shall be paid bi-weekly once the User confirms that the project has been completed.
  • Satisfaction Guaranteed. If the User is not satisfied, they get their money back and you do not get paid.
  • We will pay you via a third-party service provider, which may need to collect your bank account and routing numbers, address, name and phone number.
  • Taxes. The payments are exclusive of tax. You are responsible for payment of all applicable 
  • CHANGES TO THESE TERMS
  • The Company may change these Terms at any time in its sole discretion.
  • If you do not agree to any posted changes, do not continue to work with us.


  • CONSEQUENCES OF VIOLATING THESE TERMS

 

We reserve the right to suspend or stop working with you for any reason, at our discretion. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these terms and your use of the Service.

  • INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold us, our associates, and our respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms;  (b) the request or receipt of professional services, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such professional services.

  • NO WARRANTY


  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, OR NON-INFRINGEMENT. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT ANY REQUESTS WILL BE MET SATISFACTORILY OR AT ALL. 
  • WE DO NOT GUARANTEE THE SUITABILITY, SAFETY, OR ABILITY OF ANY THIRD-PARTY PROVIDER, NOR THAT ANY SUCH THIRD-PARTY PROVIDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF SUCH THIRD-PARTY SERVICES.
  • FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  1. Without limiting the foregoing, your correspondence or business dealings with, and use of services of third parties or service providers provided by us, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable, directly, or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or Service Providers.
  • LIMITATION OF LIABILITY

  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE AND OUR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. 
  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF REQUESTS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE. 
  • ARBITRATION

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

  • For any dispute with us, you agree to first contact us at hello@echoesofspace.com and attempt to resolve the dispute with us informally.  
  • In the unlikely event that we have not been able to resolve a dispute after ninety (90) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this agreement, by binding arbitration, except as provided herein. The arbitration will be conducted in [ENTER STATE], unless you and we agree otherwise. 
  • Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 
  • Nothing in this section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
  1. COPYRIGHT POLICY
  1. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If we believe in good faith that you infringed our copyright, we (or our agent) may send you a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
  1. A physical or electronic signature of one of our officers, who we’ve authorized to act on our behalf;
  2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
  3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;
  4. Your name, address, telephone number, and email address (if available);
  5. A statement that we have a good faith belief that use of the material in the manner complained of is not authorized by us, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that our officer is authorized to act on our behalf. 
  1. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.
  1. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA:
  • ENTIRE AGREEMENT

These Terms of Use and other agreements, rules, and policies incorporated by reference to these Terms constitute the entire agreement between you and us. It supersedes any prior negotiations, discussions, or agreements, whether written or oral, between you and us regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, product Providers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to us under these Terms of Use.

  • SEVERABILITY

If any portion of these terms is found to be void or unenforceable, it shall be struck from the record, and the remaining provisions will retain their full force and effect.

  • WAIVER

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach. 

  • THIRD PARTY DISPUTES

WE ARE NOT AFFILIATED WITH ANY SERVICE PROVIDER OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY USER, IS DIRECTLY BETWEEN YOU AND SUCH USER, AND YOU IRREVOCABLY RELEASE US FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

  1. TERMINATION

These terms are effective until terminated by you or us. Your rights under these terms will terminate automatically without notice from us if you fail to comply with any term(s) herein (including by violating any license restriction provided herein). You may terminate these terms by ceasing to work with us. Upon any termination of these terms, you must immediately cease all use of our Services. 

  • GOVERNING LAW
  1. These Terms of Use and the relationship between you and us will be governed by the laws of [ENTER STATE], notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where the customer may be located or any other jurisdiction. 
  1. You agree and consent to the exclusive jurisdiction of the state or federal courts located in [ENTER STATE] and waive any defense of lack of personal jurisdiction or improper venue or forum to a claim brought in such court, we will elect, in our sole discretion, to litigate the action in the county and state where we are located.  
  1. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to the customers use of the service or these Terms of Use shall be filed within one (1) year after such claim or cause of action and no later.
  1. MISCELLANEOUS
  1. Assignment. You may not assign these terms or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without our prior written. We may assign these terms, including all its rights hereunder, without restriction.
  1. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  1. These terms, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to the Service, and, except as expressly permitted above, may be amended only by a written agreement signed by authorized representatives of all parties to these terms. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these terms or any provision of these terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these terms is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of these terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these terms or use of the Service.

CONTACT US!

If you have any questions or concerns about any of these terms, feel free to contact us at:

hello@echoesofspace.com 

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