Sep 8, 2023
Last updated: September 7, 2023
This User Agreement between you (referred to herein as “you”, “User” or “customer”) and Eco, Inc. (together with its affiliates and subsidiaries, “Eco”, “we”, “us” and “our”) governs your access and use of Eco’s products, services, technologies or other offerings, whether provided via www.ecoapp.com, associated websites, or the Eco mobile app (the “Eco Platform”).
The terms of this User Agreement include, in Section 6, an agreement to resolve disputes by arbitration on an individual basis as well as a class action waiver.
Note that we may update this User Agreement from time to time, and while we will typically notify you in the event of changes, it is your responsibility to review the User Agreement from time to time to see if it has been updated. Your continued use of the Eco Platform following any updates to this User Agreement constitutes your acceptance of the updated terms, unless we are required by law to get your affirmative consent.
We may supplement this User Agreement with the following:
- Specific Terms Agreed to by You. If you qualify to participate in one or more Eco products or services, we may ask you to enter into one or more supplemental agreements with us. In that event, the terms contained in those agreements will supplement the below provisions relating to the collection, use, sharing, and securing of your information.
- Other Supplemental Notices. Additionally, we may supplement this User Agreement with other supplemental notices posted on specific web pages within the Site or within the Eco mobile app.
- Partner Terms. Some of the services and features that you can access through the Eco Platform (“Third Party Services”) are offered directly by, or in partnership with, third parties (“Third Party Providers”). As part of accessing those Third Party Services you may be required to agree to additional terms and conditions directly with one or more Third Party Providers, and those terms shall govern your use of such Third Party Services (“Third Party Terms”).
1. ACCOUNT ELIGIBILITY & REGISTRATION
1.1. Eligibility and Availability. Ongoing eligibility to use the Eco Platform in a specific state or territory is subject to the availability of our products and services in that state or territory. Certain elements of the Eco Platform are publicly accessible, such as the Eco website. However, to use certain features of the Eco Platform, you must be at least 18 years old and reside in the United States. Additionally, certain products and services may not be available within your specific state or territory. As we are able to expand the availability of the Eco Platform to additional jurisdictions, you may gain access to certain products and services that were not previously available. Conversely, we may cease offering certain products and services in a given jurisdiction from time to time.
1.2. Registration; Account Access. To access many of the features of the Eco Platform, you must register for an account (an “Account”), which will require you to provide certain information to Eco including your name, email address, phone number, date of birth and other information that we may request. In creating an Account and submitting any information to Eco, you agree that all such information is accurate and that should any of the information change, you will notify us as soon as possible. You may only register for one Account under your name at a time, and only natural persons may register an Account. Eco reserves the right to close your Account for any reason at any time, including for violations of the terms of this User Agreement.
1.3. Account Security. In creating and maintaining your Account, you are responsible for creating a strong password and maintaining security and control of such password and any other login information. You also agree to take whatever other security measures available, such as two-factor authentication through your mobile phone number or mobile device. Failure to do so may result in an unauthorized third-party gaining access to your Account, which could result in the loss of personal and financial data as well as loss of funds available within your Account or any linked bank account. Further, you agree to never share your login credentials with any other person or allow anyone else to access your Account.
1.4. Identity Verification. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions like our banking partner to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
Further, you hereby authorize us, or a Third-Party Provider that we designate, to take any steps necessary to further verify your identity. If we are unable to verify your Account information or we determine that the information provided by you is incorrect, we may be required to prevent you from creating an Account, close or suspend your existing Account, or take any other steps we determine to be necessary.
1.5. Personal Use. Your Account and your use of the Eco Platform and Eco Services (as defined below) are for your personal, non-commercial use only, and you may not use the same for any other purpose, including to sell a product or service.
2. ECO SERVICES
Eco operates the Eco Platform which allows you to create and maintain an Account, which, together with the Third Party Services, allows you to receive, hold, transfer, and spend U.S. Dollars in accordance with the terms of this User Agreement (the “Eco Services”). In addition, the Eco Platform allows you to be awarded, as well as to send and receive, Eco Points (as defined below), which currently have no monetary value and cannot be bought, sold, withdrawn off the Eco Platform, or redeemed, except as may be explicitly authorized or provided for by the Eco Platform. Eco reserves the right to close your Account or refund your Account balance at any time or for any reason, including for violations of the terms of this User Agreement.
2.1. Deposits. The Eco Platform allows you to link your bank account and complete deposits of U.S. Dollars into your Account via automated clearing house (“ACH”) transfer. When you complete a “deposit” from your bank account into your Account (a “Deposit”), your funds are held by our Banking Partner (as defined in Section 2.7 below) in an FBO account in your name (your “FBO Account”). Following a Deposit, your Account may not be credited for up to five (5) business days so that the transfer from your bank account has time to process. The name on any linked bank account you use for Deposits must match the name associated with your Account.
2.2. Recurring Deposits. You may initiate recurring Deposits into your Account, in which case you authorize us to initiate recurring electronic transactions in accordance with your selected amount, such as recurring ACH debit entries from your linked bank account or direct deposits from your payroll provider (“Recurring Deposits”). Your recurring transactions will occur in identical, periodic installments, based on your period selection (e.g., daily, weekly, monthly), until either you or Eco cancels the recurring order. If you select a U.S. bank account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day. If your bank is unable to process any electronic ACH debit entry, we will use commercially reasonable efforts to notify you of cancellation of the transaction and notify you of your options to try again or otherwise work with your bank.
2.3. Paycheck Direct Deposit. You may complete a deposit into your Account that is funded directly from your paycheck issued by your payroll provider (“Paycheck Direct Deposit”), in which case you are using Third Party Services to deposit some or all of the U.S. Dollars from your paycheck to your Account.
2.4. Alternative Deposit Methods. Eco may also support deposits to your account via alternative methods such as wire transfer, in its sole discretion and in compliance with applicable laws and regulations.
2.5. Withdrawals. The Eco Platform allows you to link your bank account and complete withdrawals of U.S. Dollars from your Account via ACH transfer or, in Eco’s sole discretion, through other transfer methods. When you complete a “withdrawal” from your Account to your bank account, your funds are transferred from your FBO Account to your linked bank account (a “Withdrawal”). Following a Withdrawal, your Account will immediately be debited for the amount of the Withdrawal, but your bank account may not be credited for up to five (5) business days so that the transfer to your bank account has time to process. Once Eco has initiated a Withdrawal following your instructions the timing of the availability in your bank account may be further delayed by your bank. The name on any linked bank account you use for Withdrawals must match the name associated with your Account.
2.6. Transaction Processing. You cannot cancel, reverse, or change any Deposit, Recurring Deposit, Withdrawal, or Send Transfer (as defined below) (each, a “Transaction”) once submitted and marked as complete or pending. If your Transaction is not successful for any reason, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize Eco, in its sole discretion, either to cancel the Transaction or to debit your other payment methods, including your Account balance or other linked accounts, in any amount equal to the Transaction amount. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds, or similar fees charged by your bank account or payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Transaction in our sole discretion, even after funds have been debited from your account(s), if we suspect the Transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the Transaction is erroneous; or if we suspect the Transaction or your actions on the Eco Platform violate this User Agreement.
2.7. Holding an Account Balance. The Eco Platform allows you to maintain an Account balance in U.S. Dollars for the purpose of completing subsequent Transactions or Outside Transactions (as defined in Section 2.9 below) and earning Rewards (as defined in Section 3 below). The U.S. Dollars in your Account balance are held in your FBO Account at Banking Partner. The Eco Platform also allows you to maintain an Account balance in Eco Points. Please see Section 3.3 below and the Eco Points Program Agreement for additional information on Eco Points.
2.8. Banking Services. Eco is not a bank. Banking services associated with the Eco Platform are provided by Piermont Bank, Member FDIC (“Banking Partner”). Transactions will be processed through an FBO account at Piermont Bank. Your full transaction history is always made available to you through the Eco mobile app. We will provide you with a monthly summary statement that describes your transactions. Your deposit balances held at Piermont Bank are insured by the Federal Deposit Insurance Corporation (FDIC) for up to the legal limit (currently $250,000 for each category of legal ownership).
2.9. Outside Spending. The Eco Platform allows you to spend your Account balance to purchase goods and services from, or to otherwise pay, third parties (an “Outside Transaction”) through Third Party Services. The particular Outside Transactions you may engage in may be updated from time to time. When you spend your Account balance to make an Outside Transaction such as a Gift Card Transaction, Card Transaction, or Bill Pay Transaction (as defined below), you are using your Account balance to pay the payee of the Outside Transaction. Outside Transactions are not reversible by Eco, and if you have any issues resulting from such a Transaction or from the goods and services you purchased, you must resolve such issues directly with the applicable payee or Third Party Provider responsible for providing the Third Party Services that enable the particular Outside Transaction.
2.9.1. Gift Card Purchases. The Eco Platform allows you to spend your Account balance by purchasing gift cards from a Third Party Provider for supported merchants (a “Gift Card Transaction”).
2.9.2. Eco Card. The Eco Platform allows you to request and use an Eco Card, a prepaid Mastercard® (including one or more virtual cards) which allows you to spend your Account balance everywhere Mastercard® is accepted as well as to withdraw cash at supported ATMs (a “Card Transaction”). A hold for the value of the Card Transaction will be placed on your Account balance until the Transaction is settled, which in exceptional cases may be as long as 30 days. In addition to this User Agreement, your use of the Eco Card and related services is governed by the Eco Cardholder Agreement, which is provided to you when you request an Eco Card and which you are required to accept as a condition of using the Eco Card.
2.10. Sending and Receiving U.S. Dollars and Eco Points. The Eco Platform allows you to send U.S. Dollars and Eco Points from your Account balance to other Users as well as to receive U.S. Dollars and Eco Points to your Account balance from other Users (a “Send Transfer”). As stated above, your Account is for your personal, non-commercial use only, and you may not use the Account for any other purpose, including to sell products or services. YOU SHOULD ONLY SEND SEND TRANSFERS TO PEOPLE YOU KNOW AND TRUST.
2.10.1. U.S. Dollar Transfers. When you send or receive U.S. Dollars as a Send Transfer, you are using Third Party Services (as defined below) to send or receive U.S. Dollars from or receive U.S. Dollars to your Account.
2.10.2. Eco Points Transfers. Send Transfers of Eco Points are beta services subject to the provisions of this Agreement governing Beta Services (as defined below), and are solely for experimental, personal, non-commercial use. Please refer to Section 3.3 and the Eco Points Program Agreement for additional information on Eco Points.
2.10.3. Search. You can search for someone you want to do a Send Transfer with using their email address, mobile number, or Eco Platform username. If they don’t have an Account, you can send them an invite to create one. You are not able to do Send Transfers with non-Users of the Eco Platform. Other Users can also search for you using your email address, mobile number, or Eco Platform username.
2.10.4. Fees. At this time, there are no fees for Send Transfers of any type, although fees may be charged by us or Third-Party Providers (as defined below) in the future. We will notify you in advance if we or Third-Party Providers require any fees in the future.
2.10.5. Limitations. In our sole discretion and without prior notice, we may impose and alter limits on the amount and/or the number of Send Transfers you can send and receive, as well as the types of Send Transfers you may make. We may also temporarily or permanently suspend Send Transfers of any type from the Eco Platform in our sole discretion and without prior notice.
2.10.6. Irreversibility and Other Risks. You cannot cancel, reverse, or change any Send Transfer once submitted and marked as complete or pending. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF SEND TRANSFERS, INCLUDING COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO SEND TRANSFERS. Please contact us at firstname.lastname@example.org if you have any questions regarding a Send Transfer you made or received.
2.11. Third Party Services. When you complete a Deposit, Recurring Deposit, Paycheck Direct Deposit, Withdrawal, or Outside Transaction, or hold a balance in your Account on the Eco Platform or engage in a Send Transfer of U.S. Dollars, such activities are Third Party Services provided by a Third Party Provider such as Banking Partner. Other than as explicitly set forth in this User Agreement, all such activities relating to your Account are governed by the applicable Third Party Terms that you have agreed to with such Third Party Provider. Once any Transaction or Outside Transaction has been successfully processed and deposited or withdrawn from your Account, Eco shall bear no further liability for such funds or for any activity related to such funds or your Account.
2.12. Availability of Third-Party Services. We reserve the right to change, suspend, or discontinue the availability of any Third-Party Services on the Eco Platform at any time, including hours of operation or availability of any feature, without notice and without liability.
2.13. Changes to Eco Services. We reserve the right to change, suspend, or discontinue any aspect of the Eco Services at any time, including hours of operation or availability of any feature, without notice and without liability. Suspension of your use of any of the Eco Services will not affect your rights and obligations pursuant to this Agreement.
3. USER REWARDS
3.1. Rewards. You may receive rewards based on the balance held in your Account (“Annual Percentage Yield ('APY') Rewards”), calculated using an annual percentage rate (“Applicable APY Rewards Rate”). Any Rewards program launched by us will be subject to its own terms and conditions and will be announced prior to the effective date of such Rewards programs.
Currently, the Applicable APY Rewards Rate for each User is determined by Eco in its sole discretion and may take into account User-specific criteria such as completion of referrals and Account activity. Your APY Rewards will be paid on a monthly basis based on the daily U.S. Dollar balance held in your Account, which is custodied at Piermont Bank, Member FDIC. Interest is accrued daily based on your end of day balance. Your balance is multiplied by the daily interest rate, which is derived from your Applicable APY Rewards Rate. Eco will pass through to you all interest paid by Banking Partner on your U.S. Dollar Account balance (“Banking Partner Interest”). To the extent Banking Partner Interest for any given month is less than your Applicable APY Rewards Rate, you will receive additional APY Rewards such that the amount you receive for that month equals the Applicable APY Rewards Rate.
The current Applicable APY Rewards Rate will be displayed by your Account balance in the Eco mobile app. The Applicable APY Rewards Rate may be increased or decreased based on the amount held in your Account, your activity on the Platform or otherwise, as determined in Eco’s sole discretion. APY Rewards will typically be paid out within the first five (5) business days following the end of each calendar month. Eco reserves the right to change the Applicable APY Rewards Rate or discontinue the APY Rewards program entirely at any time.
3.2. Cash Back Rewards. Eco may, from time to time, pay you rewards in connection with completing transactions through the Eco Platform with certain supported merchants and for certain other activities that Eco, in its sole discretion, may determine are eligible for such rewards (“Cash Back Rewards”). These Cash Back Rewards will typically be calculated as a percentage of your spending activity, which may vary based on the size of such transaction, the specific merchant, or any other factor determined by Eco (the “Applicable Cash Back Rewards Rate”).
The Applicable Cash Back Rewards Rate for Cash Back Rewards on the balance in your Account will be displayed in your Account or otherwise on the Eco Platform. Cash Back Rewards will typically be paid out within the first five (5) business days following the end of each calendar month.
Any Cash Back Rewards program launched by us will be subject to its own terms and conditions and will be announced prior to the effective date of such Cash Back Rewards programs.
3.3. Eco Points Program. Eco currently rewards users with “Eco Points” in connection with certain activities, as governed by the Eco Points Program Agreement. Eco Points have no monetary value and cannot be bought, sold, or withdrawn off the Eco Platform, except as may be explicitly authorized or provided for by the Eco Platform.
3.4. Referral Bonuses. Referring new users to the Eco Platform may result in you earning a higher Applicable APY Rewards Rate, Applicable Cash Back Rewards Rate, Applicable Points Rewards Rate, or other rewards, benefits or access to features, as determined in Eco’s sole discretion (each, a “Referral Bonus”). You will only be eligible for such Referral Bonus, if: (i) the referred individual is able to successfully open an Account, (ii) the referred individual does not currently, and has not previously, maintained an Account, and (iii) we are able to verify, in our sole discretion, that you referred such individual through use of a personalized referral link, code or otherwise. Eco may make certain Referral Bonuses contingent on you and/or your referred customer completing additional actions such as linking a bank account, successfully completing a deposit, successfully completing a transaction, maintaining an Account (or Account balance) for some period of time, or any other requirements that Eco determines and communicates to you. The specific nature of any Referral Bonus will be communicated to you on the Eco Platform and may be subject to limits and changes.
Any Referral Bonus program launched by us will be subject to its own terms and conditions and will be announced prior to the effective date of such Referral Bonus programs.
3.5. Other Rewards. Eco may, from time to time, in its sole discretion offer additional rewards or incentives for Eco users in connection with your use of the Eco Platform or any Eco Services or Third-Party Services (“Other Rewards”). These Other Rewards may have additional eligibility requirements to be determined in Eco’s sole discretion, provided that Eco will typically inform you of the eligibility criteria for such Other Rewards.
3.6. Calculation of Rewards. All calculations of APY Rewards, Cash Back Rewards. Eco Points, and Other Rewards (collectively, “Rewards”) shall be handled by Eco and such calculations shall be the sole and exclusive method of calculating such Rewards. You shall have no claim against Eco related to the delivery or calculation of Rewards. If Eco determines that you have received any Rewards in error, or that you have otherwise violated this User Agreement, Eco reserves the right to rescind any Rewards paid to you. If you believe that Eco has miscalculated any Rewards, please contact email@example.com.
3.7. Changes to Rewards. Eco reserves the right to modify, suspend or discontinue any Rewards, including changes to the Applicable APY Rewards Rate, Applicable Cash Back Rewards Rate, or Applicable Points Rewards Rate at any time in our sole discretion. If you are not happy with any changes to the Rewards offered by Eco, your sole recourse is to stop using the Eco Platform.
4. DISCLOSURES, RISKS & LIABILITY
4.1. User Error. You are solely responsible to ensure that all information and instructions provided to Eco are correct and complete. Eco will not be liable for any transactions which have been conducted in accordance with instructions provided by you, regardless of whether such instructions include incorrect, incomplete, limited or no identifying information related to a transfer. Where Eco attempts a transfer in accordance with your instruction and such transaction fails, Eco will notify you of the failed transaction attempt.
4.2. Third Party Services. Some of the services available to you on the Eco Platform are Third Party Services provided directly to you by Third Party Providers. Any use of such Third Party Services, as well as any claims or issues related to such Third Party Services, are governed by the terms and conditions that you agree to with such Third Party Providers in connection with accessing such Third Party Services.
4.3. Not a Bank. Eco is not a bank or otherwise licensed as a financial institution. Eco is a financial technology company that partners with Banking Partner and other Third-Party Providers to allow you to access certain licensed Third Party Services.
4.4. General Risks. Your use of the Service is entirely at your own risk. Eco is not in the business of providing legal, tax, financial, accounting, employment, or other professional services or advice. You should consult a professional if you need such assistance.
4.5. No Warranty. The Service is provided "AS IS" and on an "AS AVAILABLE" basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NONINFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. ECO DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. ECO DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE ECO PLATFORM, AND OPERATION OF THE ECO PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. ECO WILL MAKE REASONABLE EFFORTS TO ENSURE THAT INSTRUCTIONS ARE EXECUTED IN A TIMELY MANNER BUT ECO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE FIAT OR DIGITAL CURRENCY OR ECO POINTS PROCESSING BECAUSE THE ECO PLATFORM IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. If the exclusions for any implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of delivery of the Service.
5. AUTHORIZED USE
5.1. General. Your access to and use of the Eco Platform is subject to all applicable international, federal, state and local laws, regulations and privacy policies and you agree not to use the Eco Platform in any way that violates such laws or regulations.
5.2. Restricted Activities. In connection with your use of the Eco Platform, you agree that you will not:
5.2.1. Violate (or assist another in violating) any applicable law, statute, ordinance or regulation;
5.2.2. Defraud (or assist another in defrauding) Eco or any other Eco users;
5.2.3. Provide false, misleading or inaccurate information;
5.2.4. Transmit or upload any virus, worm, or other malicious code, software, or program;
5.2.5. Attempt to gain unauthorized access to other Accounts, the Eco website, the Eco Platform, or any related networks or services;
5.2.6. Use the Eco Services or Eco Platform on behalf of any third party; or
5.2.7. Decompile, disassemble or reverse engineer the Eco Platform or any of its components or source code, or modify, tamper, create derivative works, or otherwise incorporate the Eco Platform in other programs without our consent.
5.3. Prohibited Transactions. You agree not to use the Eco Platform for any transactions involving:
5.3.1. any persons or jurisdictions contained on any sanctions lists maintained by the U.S. Treasury Department’s Office of Foreign Asset Control, the U.S. Commerce Department, the U.S. Department of State, or any other similar government authorities or agencies;
5.3.2. weapons of any kind, including firearms, ammunition, knives or explosives;
5.3.3. controlled substances, including, but not limited to, narcotics, prescription drugs, steroids, or related paraphernalia;
5.3.4. gambling activities;
5.3.5. money-laundering or terrorist financing;
5.3.6. ponzi, pyramid, multi-level marketing, or other “get rich quick” schemes;
5.3.7. annuities, lotteries, or lay-away systems;
5.3.8. counterfeit goods, including, but not limited to, fake or “novelty” photo IDs;
5.3.9. goods or services that are otherwise illegal or prohibited by federal, state, or local law; or
5.3.10. any other matters, goods, or services from time to time we communicate to you as unacceptable to us or our financial and banking partners.
6. DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE
6.1. Complaint Process. If you have a complaint or dispute with Eco (a “Complaint”), you agree to first contact Eco at firstname.lastname@example.org so that we may attempt to resolve your Complaint. If we are unable to resolve your Complaint through customer support within 15 business days or, as provided below, through small claims court, your and Eco’s sole and exclusive remedy for any Complaint, dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning or arising out of this User Agreement or your use of the Eco Platform, including the applicability, scope or validity of this Section 6 (a “Claim”), shall be pursuant to the binding arbitration provisions below. This Section 6 shall be referred to as the “Agreement to Arbitrate.”
6.2. Nature of Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, including issues relating to arbitrability, the scope or enforceability of the agreement to arbitrate, and issues that the Agreement to Arbitrate indicates that a court can resolve.
6.3. Scope of Arbitration. You and Eco agree that all Claims will be resolved exclusively by individual (not class or class wide) binding arbitration with a single neutral arbitrator who has the power to award the same individual damages and individual relief that a court can award. Notwithstanding the foregoing, you and Eco each may: (i) bring an individual action in small claims court, and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
6.4. Arbitration Procedures.
6.4.1. The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with the then- current Consumer Arbitration Rules, including the Procedures for the Resolution of Disputes through Document Submission (the “AAA Rules”), as may be modified by this Agreement to Arbitrate. The AAA Rules are available at www.adr.org. In the event the AAA is unavailable or unwilling to administer the arbitration consistent with this Agreement to Arbitrate, another administrator will be selected by the parties or by a court.
6.4.2. The arbitrator shall be a practicing attorney or retired judge having experience with and knowledge of online commerce law and, to the extent possible, laws governing digital assets.
6.4.3. Any arbitration hearings shall be held in the county in which you reside or at another mutually-agreed location. If the value of the relief sought is $25,000 or less, the arbitration will be conducted based solely on written submissions pursuant to the AAA Rules, unless you or Eco request otherwise pursuant to the AAA Rules.
6.5. Costs of Arbitration. Payment of all AAA or arbitrator fees will be governed by the AAA Rules. In accordance with the AAA Rules, the party initiating the arbitration (either you or Eco) is responsible for paying the applicable filing fee. If the value of the relief you seek for a Claim is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, Eco will pay as much of the AAA or arbitrator fees as the arbitrator deems necessary to prevent the cost of accessing the arbitration from being prohibitive. Each party shall be responsible for paying its own attorneys’ fees; provided, however, that in the event the arbitrator determines that either the substance of your or Eco’s claim or the relief sought was frivolous or brought for an improper purpose, then you or Eco may seek to recover from you or Eco any fees it paid, including reasonable attorneys’ fees, to the extent permitted by the AAA Rules and applicable law.
6.6. Class Action and Jury Trial Waiver. TO THE EXTENT PERMISSIBLE BY LAW, YOU AND ECO EACH AGREE THAT ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). UNLESS BOTH YOU AND ECO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS ARBITRATION. IN ADDITION, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND ECO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. IF THE CLASS ACTION WAIVER IS HELD TO BE UNENFORCEABLE WITH RESPECT TO A CLAIM, THEN THIS AGREEMENT TO ARBITRATE SHALL NOT APPLY TO THAT CLAIM.
6.7. Severability. With the exception of the Class Action Waiver above, if any provision of this Agreement to Arbitrate is found unenforceable, the unenforceable provision will be severed, and the remaining terms will be enforced.
6.8. Opt-Out Procedure. You may opt out from this Agreement to Arbitrate, in which case only a court may be used to resolve any claim, by mailing Eco a written opt-out notice within thirty (30) days after you accept the User Agreement, or for existing customers to agree to the Agreement to Arbitrate as a terms update, within thirty (30) days of agreeing to such updated terms. The opt-out notice must be mailed to Eco, Inc., Attn: Agreement to Arbitrate, 2261 Market Street, #4348, San Francisco, CA 94114 or to email@example.com with subject “Agreement to Arbitrate.” Any arbitration notice relating to a Claim may be delivered to the same addresses.
7. LIMITATION OF LIABILITY; INDEMNIFICATION
7.1. Limitation of Liability. Eco and its affiliates, agents, officers, and employees will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Eco has been advised of the possibility of such damages. The total liability of Eco for any claim arising out of or relating to this User Agreement or your use of the Eco Platform, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use the Eco Platform.
7.3. Third Party Websites and Services. The Eco Platform relies in whole or partly, on Third Party Services and third party software and the continued development and support of third parties’ use of the Eco Platform may be made conditional upon consenting to the terms and conditions of technology or functionality provided by such Third Party Providers or others. There is no assurance or guarantee that those third parties will maintain their support of their software, which might have a material adverse effect on the Eco Platform. The Eco Platform may contain links to third party vendors, websites, resources and services (“Third Party Material”) not controlled by us. You acknowledge and agree that Eco is not responsible or liable for (i) availability or accuracy of such Third Party Material, or (ii) the content, products or services on or available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material.
8. BETA SERVICES
8.1. Eligibility and Availability
8.1.1. From time to time, we may make certain services, features, or functionality available to Users, which may be designated by us as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, to be used in conjunction with or separate from the Eco Platform, as applicable (each, a “Beta Service” and collectively, the “Beta Services”). Pursuant to the terms hereof, Eco may allow you to use Beta Services in its sole discretion, and you may choose to try such Beta Services or not in your sole discretion.
8.1.2. We reserve the right to modify or terminate any Beta Services, or your use of the Beta Services, to limit or deny access to the Beta Services, at any time, in our sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Beta Services at any time.
8.2. Beta Services Provided “As Is”; Limitation on Liability
8.2.1. Beta Services are provided by us on an “as is” or “as available” basis with respect to their performance, speed, functionality, support, and availability. The Beta Services may contain bugs, errors, and/or other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.
8.2.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT ANY OF THE BETA SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BETA SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8.2.3. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS ADDENDUM ND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8.3.1. The Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from us. You acknowledge the importance of communication between you and us during your use of the Beta Services and agree to receive related correspondence and updates from us. In the event you request to opt out from such communications, your access to and use of the applicable Beta Services will be terminated.
8.3.2. As part of using the Beta Services, you will be asked to provide feedback regarding your use of the Beta Services. You acknowledge that we own any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you.
8.3.3. We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.
8.4. Intellectual Property
8.4.1. You agree that we own all legal rights, title and interest in and to the Beta Services, including all intellectual property rights.
8.4.2. Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta Services and/or any other aspect of the Eco Platform, except as permitted by us.
8.5.1. You acknowledge and agree that: (i) the Beta Services, including any associated functionality or product information, and any features or functions of the Eco Platform that are disclosed by us to you and are not publicly available including, without limitation, non-public or pre-release features or products, and any associated documentation, and any and all data or information contained therein, constitute our Confidential Information (as defined below); and (ii) the premature release of any of the Confidential Information would damage our competitive and intellectual property interests; and (iii) information about the Beta Services shall not be shared with anyone other than us.
8.5.2. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with your use of the Beta Services and the Eco Platform, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology, and marketing information. If something is labeled “Confidential,” Receiving Party reasonably understands such material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
8.5.3. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with your use of the Beta Services and/or the Eco Platform; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Addendum. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those contained in this Addendum.
8.5.4. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
8.5.5. This section shall survive termination of your Account and your use of the Eco Platform.
8.6.1. You agree to hold harmless and indemnify us and our affiliates, and our and their respective subsidiaries, officers, directors, agents, and employees, from and against any third party claim arising from or in any way related to (i) your breach of this Addendum, and (ii) your violation of applicable laws, rules or regulations in connection with the Beta Services.
9. GENERAL TERMS
9.2. Severability. If any court of law, having the jurisdiction, rules that any part of this User Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.
9.3. Termination; Amendment. We may terminate this User Agreement, or suspend or terminate your Account or your access to any Eco Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Eco Services or any feature or aspect of an Eco Service. We will take reasonable steps to notify you of termination or these other types of Eco Service changes by email or at the next time you attempt to access your Account.
You may also terminate the User Agreement applicable to your Account by deactivating your Account at any time. If this User Agreement is terminated or suspended for any reason: (a) the license and any other rights granted under this User Agreement will end, (b) you agree to immediately terminate and cease use of the Eco Platform and all Eco Services, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Eco Services, or for deletion of your information or account data. The following sections of this User Agreement shall survive and remain in effect in accordance with their terms upon termination: 4 (Disclosures, Risks & Liability), 6 (Dispute Resolution), 7 (Limitation of Liability; Indemnification), and 8 (General Terms).
9.4. Assignment. This User Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
9.5. Change of Control. In the event that Eco is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign your Account and the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
9.6. Intellectual Property. Eco owns all worldwide right, title and interest in and to the Eco Platform and the Eco Services, any updates or modifications made to or in relation to the Eco Platform or Eco Services, and any and all feedback, comments or suggestions of any kind regarding problems with or proposed modifications or improvements to the Eco Services (“Feedback”), received directly or indirectly from any user, partner or other third party to the maximum extent permitted by applicable law (“Eco IP”). This User Agreement does not convey any proprietary interest in or to any Eco IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid pursuant to this User Agreement apply only to the use of the Eco Platform by you unless otherwise provided with written consent from Eco. If you choose to provide Feedback not otherwise assignable to Eco, you hereby grant Eco an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, worldwide, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Eco Services or Eco Platform and create other products and services.
9.7. Copyrights and Trademarks. The information available on or through the Eco Platform is the property of Eco, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through Eco Platform for commercial or public purposes. You may not use the trademarks, logos and service marks (“Eco Marks”) for any purpose including, but not limited to use as "hot links" or meta tags in other pages or sites without the written permission of Eco or such third party that may own the Eco Marks. Questions concerning Eco Marks should be directed to firstname.lastname@example.org.
9.8. Force Majeure. Eco shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of this User Agreement.
9.9. Taxes. You are solely responsible for determining and paying any income, sales, federal or state taxes to the appropriate tax authorities in connection with any of your activities on the Eco Platform, including, without limitation, the receipt of any Rewards.
9.10. Unclaimed Property. If Eco is holding any funds on your behalf and we are unable to contact you and have no record of your use of the Eco Platform for several years, applicable law may require Eco to report your Account funds as unclaimed property to the applicable jurisdiction. If this occurs, Eco will try to locate you at the address shown in our records, but if Eco is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Eco reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
9.11. Governing Law. This User Agreement and any Claim will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable law of the United States of America, without regard to choice of law or conflicts of law principles. Subject to the Agreement to Arbitrate found in Section 6, and without waiving any requirement to arbitrate Claims, all disputes arising from or relating to this User Agreement or your use of the Eco Platform (other than small claims actions) must be brought exclusively in the state courts located in the County of San Francisco, California, or the federal courts located in the County of San Francisco.
If you have any questions or concerns, please do not hesitate to contact us.
2261 Market Street #4348
San Francisco, CA 94114
Attn: Legal Department