Terms of Service

01. Acceptance and Formation of Agreement

1.1 Agreement Formation

These Terms of Service ("Terms" or "Agreement") constitute a legally binding contract between Echo 1 Labs LLC, a Texas limited liability company ("Echo 1 Labs," "Company," "we," "us," or "our"), and you ("Customer," "Client," "Subscriber," or "you"), whether acting individually or on behalf of an entity, governing your access to and use of the Echo 1 Labs AI-driven business lifecycle management Platform and all related products and services. Echo 1 Labs LLC is the sole contracting party; no member, manager, employee, or contractor of Echo 1 Labs assumes any personal obligation or liability under this Agreement.

1.2 Acceptance

You enter into this Agreement by the earliest of: (a) clicking "I Accept" or a similar button; (b) creating a user account or Tenant on the Platform; (c) accessing or using any feature of the Platform; or (d) executing an Order Form or SOW referencing these Terms. If you do not agree, do not access or use the Platform.

1.3 Authority to Bind an Entity

If you accept on behalf of a legal entity, you represent that you are authorized to bind that entity. "You" and "Customer" then refer to that entity.

1.4 Business Use Only

The Platform is offered to businesses and organizations for business purposes. It is not offered to individuals for personal, family, or household use, and consumer-protection statutes that apply only to consumer transactions do not apply to this Agreement.

1.5 Transition from Predecessor Terms

These Terms replace and supersede any prior terms of service, terms of use, or similar agreement governing the Platform that were issued by a predecessor entity. If Customer accepted such prior terms, Customer's continued access to or use of the Platform on or after the Effective Date constitutes acceptance of these Terms, and Customer consents to the assignment to Echo 1 Labs LLC of any such prior agreement and of any Order Form or SOW entered into under it.

1.6 Record of Acceptance

Echo 1 Labs keeps a record of each acceptance of these Terms, including the version and content hash of the Terms presented, the date and time, the account and user that accepted, and technical details of the session. Customer agrees that this record is the authoritative evidence of the version of these Terms it accepted and when, and that the Authorized User who accepted had authority to bind Customer.

1.7 Availability

The Platform is offered to businesses located in the United States. Echo 1 Labs does not offer the Platform to individuals or organizations in the European Economic Area, the United Kingdom, or any other jurisdiction unless an Order Form expressly says so. Customer may not use the Platform from, or make it available to users in, any such jurisdiction without Echo 1 Labs's prior written agreement, and any such use is at Customer's own risk and subject to Section 7.2.

02. Definitions

03. Description of Platform and Services

3.1 Core Offering

Echo 1 Labs provides an AI-driven business lifecycle management platform that enables businesses to automate, orchestrate, and supervise critical functions, including go-to-market strategy, financial analysis, operations management, sales engineering, and process automation, through coordinated AI Agents operating under human governance controls.

3.2 Platform Products

• AI Readiness: an advisory engagement delivered under an SOW, not a software subscription (Exhibit B, Part 1).
• Engine: go-to-market strategy and execution (Exhibit B, Part 2).
• RevOps: revenue operations and outbound (Exhibit B, Part 3).
• Broadcast: content and brand amplification (Exhibit B, Part 4).
• Signal: deal intelligence and benchmarking (Exhibit B, Part 5).
• Ledger: financial operations with accounting-system integration and AI-assisted analysis (Exhibit B, Part 6).
• Titan: document intelligence for project and delivery management (Exhibit B, Part 7).
• Prime: agentic operations system and governance layer, including the AI Agent Fleet and the Orbit assistant and voice agents (Exhibit B, Part 8).

3.3 SaaS Delivery

The Platform is delivered as cloud-hosted SaaS. No software is licensed for local installation unless an Order Form specifies otherwise.

3.4 Beta Services

Echo 1 Labs may make Beta Services available. Beta Services are provided for evaluation, may be changed or withdrawn at any time, are excluded from Section 13.1 warranties and Section 18 service levels, and may not be used for Consequential Decisions. Customer's use of Beta Services is at Customer's own risk.

3.5 Changes to the Platform

Echo 1 Labs may add, change, replace, or retire features, AI Agents, workflows, and the third-party models the Platform uses. Echo 1 Labs will give at least 30 days' notice before retiring a feature or model that materially reduces the Platform's core functionality for Customer, will provide commercially reasonable migration guidance, and will not be obligated to maintain a retired model or feature. If a change materially reduces core functionality and Echo 1 Labs does not offer a substantially equivalent replacement, Customer may terminate the affected subscription on written notice within 30 days after the change takes effect and receive a refund of pre-paid, unused fees for the remainder of the Subscription Term.

04. AI Agent Services: Delegation of Authority and Policy Guardrails

CRITICAL: READ CAREFULLY. This section governs what AI Agents may do autonomously and where human approval is mandatory. Echo 1 Labs is not liable for harms caused by Customer's failure to observe the HITL requirements in Section 5 or the guardrails in Exhibit A.

4.1 Authorized Autonomous Actions

• Research and analysis for human review.
• Internal drafting of documents and artifacts for Authorized User review prior to external use.
• Financial data ingestion and normalization from connected systems.
• Workflow orchestration within pre-approved, Customer-configured guardrails.
• Notification and escalation of conditions requiring Human Sign-Off.

4.2 Actions Requiring Human Sign-Off

No AI Agent may, without prior Human Sign-Off by an Authorized User:

• Send any external communication, report, or proposal to a third party.
• Execute, authorize, or represent agreement to any contract, commitment, or financial obligation.
• Process, initiate, or authorize any financial transaction.
• Share Sensitive Business Data outside the Customer's Tenant.
• Modify, overwrite, or delete Client Data in a non-reversible manner.
• Publish any go-to-market recommendation, pricing change, or strategic decision to be acted upon externally.
• File any regulatory, tax, or compliance document.
• Onboard new users, integrations, or data connections.

4.3 Third-Party Model Disclaimer

AI Agents use large language models from third-party providers. Echo 1 Labs does not control these models, their training data, or their updates. AI Outputs may reflect limitations, biases, or hallucinations inherent in any LLM system.

05. Human Supervision and Sign-Off Requirements

5.1 Customer's Supervisory Obligation

Customer is solely responsible for: (a) designating qualified Authorized Users to supervise AI Agent activity; (b) reviewing AI Outputs before any Consequential Decision is acted upon or communicated to any third party; (c) establishing internal governance procedures implementing HITL requirements; and (d) ensuring AI Agents are not permitted to act without Human Sign-Off where required.

5.2 Human Sign-Off Definition

"Human Sign-Off" means affirmative approval by an Authorized User who has reviewed the AI Output in full, applied independent professional judgment, and taken responsibility for the resulting action. Passive inaction or automated acknowledgment does not constitute Human Sign-Off.

5.3 Customer Assumption of Risk

IF CUSTOMER PERMITS AN AI AGENT TO TAKE AN ACTION THAT REQUIRES HUMAN SIGN-OFF WITHOUT OBTAINING THAT SIGN-OFF, WHETHER BY MISCONFIGURATION, NEGLIGENCE, OR DELIBERATE BYPASS, ECHO 1 LABS BEARS NO LIABILITY FOR RESULTING HARM. CUSTOMER ASSUMES ALL RISK AND LIABILITY, AND SUCH USE CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.

06. Account Registration and Security

Customer must register with accurate and current information, maintain the confidentiality of all credentials, restrict access to Authorized Users only, and promptly notify legal@echo1labs.com of any suspected unauthorized access. Customer is responsible for all activities conducted under its account.

07. Acceptable Use Policy

7.1 Prohibited Activities

Customer shall not:

• Use the Platform for any illegal purpose or in violation of applicable law.
• Attempt to gain unauthorized access to any portion of the Platform or another customer's Tenant.
• Reverse engineer, decompile, or extract source code, model weights, or prompt templates from any AI Agent.
• Use the Platform to train or build any competing AI system or product.
• Submit malware, viruses, or other harmful code to the Platform.
• Use AI Agents to make automated decisions about individuals that violate applicable law, including fair lending or employment discrimination laws.
• Use the Platform in any application where failure could lead to death, personal injury, or severe physical or environmental damage, including medical diagnosis or treatment, weapons, or the operation of critical infrastructure.
• Attempt to "jailbreak" or manipulate AI Agents to circumvent Policy Guardrails.
• Resell or sublicense the Platform without Echo 1 Labs's prior written consent.
• Process data that Customer does not have the legal right to process.

7.2 Export and Sanctions Compliance

Customer represents that neither it nor any Authorized User is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, or listed on any U.S. government restricted-party list. Customer shall comply with all applicable export-control and sanctions laws in its use of the Platform and AI Outputs.

7.3 Customer Compliance Covenant

Customer is solely responsible for compliance with Customer Compliance Laws in connection with its business and its use of the Platform. Without limiting the foregoing, Customer shall: (a) obtain, record, and honor every consent, opt-in, opt-out, and do-not-contact request required for its Outbound Communications, including prior express written consent for marketing calls and texts and consent to call recording where required; (b) ensure its Content and Outbound Communications are truthful, not misleading, and lawful, and that it holds all rights needed to use them; (c) comply with the terms of every Connected Account and third-party platform it links, and bear any suspension, penalty, or loss those platforms impose; (d) make no decision about an individual's employment, credit, housing, insurance, or access to essential services using AI Outputs without the human review and the notices applicable law requires; (e) treat the Platform's outputs as inputs to its own professional judgment and not as licensed professional services; and (f) maintain, for the Subscription Term and three years after, records sufficient to demonstrate the consents and reviews this Section requires, and provide them to Echo 1 Labs on reasonable request in connection with a claim or regulatory inquiry.

7.4 Responsible Use of AI

Customer shall not use the Platform or AI Outputs to deceive any person about whether they are interacting with an AI system where disclosure is required by law or by the platform through which the interaction occurs; to impersonate any person or organization; to generate or distribute content that infringes, defames, harasses, or discriminates unlawfully; or to make or implement a Consequential Decision without Human Sign-Off. Echo 1 Labs may require Customer to add an AI-interaction disclosure to a configured workflow where Echo 1 Labs reasonably determines that law or a platform requires it. The Policy Guardrails in Exhibit A are minimums; Customer may tighten them and may not loosen them.

7.5 Third-Party Model Provider Policies

The Platform uses large language models and other services from third-party providers whose usage policies bind Echo 1 Labs and, through this Section, Customer. Customer shall comply with the provider usage restrictions Echo 1 Labs publishes in the Documentation, which may be updated when a provider updates its policy. Where a provider's policy is stricter than this Agreement, the stricter rule applies to use of that provider's model. Echo 1 Labs may suspend a workflow or account that a provider has flagged, or that Echo 1 Labs reasonably believes violates a provider policy, until the issue is resolved.

08. Client Data and Data Processing

8.1 Customer Ownership

Customer retains all right, title, and interest in Client Data. Echo 1 Labs receives a limited license to process Client Data solely to provide the Platform and related services, as described in Section 17 and any DPA.

8.2 No Use for Model Training

Echo 1 Labs shall not use Customer's Client Data to train, fine-tune, or improve any general-purpose AI model without Customer's prior explicit written consent.

8.3 Data Return and Deletion

Upon termination, Echo 1 Labs will make Client Data available for export for 30 days, then delete or de-identify it in the ordinary course unless law requires longer retention.

8.4 Regulated Data

Customer shall not submit to the Platform (a) protected health information as defined under HIPAA unless the parties have executed a business associate agreement; (b) full payment card numbers or card verification data; or (c) any data whose processing by Echo 1 Labs would require Echo 1 Labs to comply with a regulatory regime not identified in Section 17, unless agreed in an Order Form.

8.5 Usage Data

Echo 1 Labs may collect and use data about the operation and use of the Platform in aggregated or de-identified form that does not identify Customer, any Authorized User, or any individual, to operate, secure, and improve the Platform. This Section 8.5 does not modify Section 8.2.

09. Fees, Billing, and Payment

Fees are as specified in the applicable Order Form and are processed through our third-party payment processor. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If payment remains outstanding 30 days after written notice, Echo 1 Labs may suspend Platform access. Customer is responsible for all applicable taxes other than taxes on Echo 1 Labs's net income. Echo 1 Labs may adjust fees with 60 days' notice before a renewal term. Except as expressly stated, fees are non-refundable.

9.1 Operations Credits

Where an Order Form includes prepaid usage credits ("Operations" or similar), the credits are a contractual allowance to use the Platform. They are not currency, have no cash value, are not transferable or redeemable for cash, may be used only by Customer within its own account, and are not refundable except as this Agreement or applicable law requires. Credits expire as stated in the Order Form; credits the Order Form designates as non-expiring remain available for as long as Customer maintains an active account in good standing and lapse 12 months after the account closes. Echo 1 Labs may deduct credits for usage as described in the Documentation and may adjust the credit cost of a feature on 30 days' notice before the change applies to a renewal term.

9.2 Taxes

Fees exclude taxes. Where Echo 1 Labs is required to collect sales, use, or similar transaction taxes, including Texas tax on data processing services, Echo 1 Labs will add them to the invoice and Customer will pay them unless Customer provides a valid exemption certificate. Customer is responsible for all taxes arising from this Agreement other than taxes on Echo 1 Labs's net income.

9.3 Usury Savings

The parties intend to comply with applicable usury law. If any charge under this Agreement would be usurious, it is reduced to the maximum lawful rate, and any excess already paid is credited against amounts owed or refunded.

10. Intellectual Property and AI Outputs

Echo 1 Labs and its licensors own all right, title, and interest in the Platform, including AI Agent architectures, prompt engineering frameworks, workflow templates, and Documentation. Customer grants Echo 1 Labs a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose without obligation or compensation. Echo 1 Labs, the Echo 1 Labs logo, and the product names listed in Section 3.2 are trademarks of Echo 1 Labs LLC.

10.1 Ownership of AI Outputs

As between the parties, and subject to Echo 1 Labs's retained rights in the Platform and to Customer's payment of fees then due, Echo 1 Labs assigns to Customer its rights in the AI Outputs generated for Customer. Customer is responsible for reviewing AI Outputs (per Section 5) before use. Because AI Outputs are generated by third-party models from inputs Echo 1 Labs does not control, Echo 1 Labs does not warrant that any AI Output is original or non-infringing, and Section 15 governs allocation of third-party intellectual-property claims arising from AI Outputs.

10.2 Prohibited IP Activities

• Remove or obscure any proprietary notices on the Platform.
• Use Echo 1 Labs trademarks or logos without prior written authorization.
• Represent AI Outputs as the work of a licensed human professional without independent professional review.
• Use the Platform to develop a competing product or service.

10.3 Copyright Complaints and Repeat Infringers

Echo 1 Labs responds to notices of claimed copyright infringement that comply with 17 U.S.C. 512(c)(3). Notices and counter-notices go to Echo 1 Labs's designated agent, Legal Counsel, at legal@echo1labs.com with the subject line "DMCA Notice" and by mail to the Mailing Address for Notices. Echo 1 Labs may remove or disable access to material that is the subject of a compliant notice, will forward counter-notices as the statute provides, and will terminate, in appropriate circumstances, the accounts of Authorized Users or Customers who are repeat infringers. Customer is responsible for Content it or its AI Agents publish to Connected Accounts; Echo 1 Labs does not publish Content on its own initiative.

11. Confidentiality

Each party shall hold the other's Confidential Information in strict confidence, use it solely to exercise rights under this Agreement, and disclose it only to employees and contractors with a need to know who are bound by comparable obligations. Confidentiality obligations survive termination for 5 years; obligations regarding trade secrets survive as long as the information remains a trade secret.

12. Third-Party Services and Integrations

The Platform integrates with third-party services, including accounting, cloud infrastructure, AI model, workflow automation, payment processing, and team messaging providers. Customer is responsible for complying with applicable third-party terms. Echo 1 Labs is not liable for failures, inaccuracies, or security incidents arising from third-party services beyond its reasonable control.

13. Warranties and Disclaimers

13.1 Echo 1 Labs Warranties

Echo 1 Labs warrants that: (a) it has authority to enter this Agreement; (b) the Platform will perform materially in accordance with the Documentation; and (c) it will take commercially reasonable measures to keep the Platform free of malware.

13.2 Disclaimer of Implied Warranties

EXCEPT AS IN SECTION 13.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." ECHO 1 LABS DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, UNBIASED, OR SUITABLE FOR ANY PURPOSE.

13.3 AI Output and Professional-Advice Disclaimer

AI OUTPUTS DO NOT CONSTITUTE LEGAL, FINANCIAL, ACCOUNTING, TAX, ENGINEERING, CONSTRUCTION, OR OTHER LICENSED PROFESSIONAL ADVICE, AND NO AI OUTPUT IS THE WORK PRODUCT OF A LICENSED PROFESSIONAL. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL AI OUTPUTS AND FOR OBTAINING LICENSED PROFESSIONAL REVIEW WHERE REQUIRED BY LAW OR PRUDENT PRACTICE.

13.4 As-Is Bargain and Non-Reliance

CUSTOMER ACKNOWLEDGES THAT THE "AS IS" PROVISION OF THE PLATFORM, THE DISCLAIMERS IN THIS SECTION 13, AND THE LIMITATIONS IN SECTION 14 ARE A BARGAINED-FOR PART OF THE PRICE AND TERMS ON WHICH THE PLATFORM IS OFFERED; THAT CUSTOMER IS A BUSINESS ACTING WITH THE OPPORTUNITY TO CONSULT ITS OWN COUNSEL; AND THAT CUSTOMER IS NOT RELYING ON ANY STATEMENT, DEMONSTRATION, FORECAST, OR MATERIAL OUTSIDE THIS AGREEMENT AND THE DOCUMENTATION IN ENTERING INTO IT.

14. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, OR DATA, REGARDLESS OF CAUSE OR FORESEEABILITY, EXCEPT TO THE EXTENT SUCH DAMAGES ARE THE SUBJECT OF AN UNCAPPED CLAIM UNDER SECTION 14.3.

14.1 General Cap

Except as provided in Sections 14.2 and 14.3, each party's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Customer to Echo 1 Labs in the 12 months immediately preceding the event giving rise to the claim (the "General Cap").

14.2 Super-Cap

For claims arising from (a) a party's breach of Section 11 (Confidentiality); (b) a party's breach of its data-security obligations under Section 17; or (c) Echo 1 Labs's indemnification obligations under Section 15.2, the liable party's total aggregate liability shall not exceed three times the General Cap.

14.3 Uncapped Claims

Neither the General Cap nor the Super-Cap applies to: (a) a party's fraud, gross negligence, or willful misconduct; (b) Customer's payment obligations; or (c) Customer's indemnification obligations under Section 15.1 for HITL bypass under Section 5.3 or violations of Section 7.

14.4 AI Output Claims

For claims arising from AI Outputs where Customer complied with the HITL requirements, Echo 1 Labs's liability is subject to the General Cap measured by the fees paid for the specific product in the 12 months preceding the claim. Where Customer bypassed HITL, Section 5.3 applies.

The limitations in this Section 14 apply regardless of the form of action, whether in contract, tort, or otherwise, and even if a party has been advised of the possibility of such damages. The parties agree that these limitations are an essential basis of the bargain.

14.5 Claims Period

To the extent permitted by applicable law, any claim arising out of or relating to this Agreement must be brought within two years after the claim accrues, and is otherwise waived. This Section does not shorten any period that applicable law does not permit the parties to shorten.

15. Indemnification

15.1 Customer's Obligations

Customer shall defend, indemnify, and hold harmless Echo 1 Labs and its members, managers, officers, employees, and contractors from third-party claims, regulatory actions, fines, and penalties, and the reasonable costs of responding to them, arising from: (a) Customer's violation of these Terms or of Customer Compliance Laws; (b) Client Data, Content, or Outbound Communications, including claims by Customer's own customers, prospects, or end users; (c) Customer's Connected Accounts or its violation of a third-party platform's terms; (d) Customer's failure to comply with HITL requirements or its use of AI Outputs without independent verification; (e) Customer's submission of regulated data in breach of Section 8.4; or (f) Customer's negligence or willful misconduct. This indemnity is comparative: it does not extend to the portion of a loss caused by Echo 1 Labs's own breach, negligence, or willful misconduct.

15.2 Echo 1 Labs's Obligations

Echo 1 Labs shall defend, indemnify, and hold harmless Customer from third-party claims that the Platform, as provided by Echo 1 Labs, infringes U.S. intellectual-property rights, provided Customer promptly notifies Echo 1 Labs and cooperates with the defense. This obligation excludes claims arising from Client Data, AI Outputs, Customer modifications, or combination of the Platform with items not supplied by Echo 1 Labs. If the Platform is or may be enjoined, Echo 1 Labs may, at its option, procure the right to continue use, replace or modify the infringing portion, or terminate the affected subscription and refund pre-paid, unused fees.

15.3 Procedure

The indemnified party shall give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

16. Insurance

During the Subscription Term, Echo 1 Labs shall maintain commercially reasonable insurance appropriate to its business, including technology errors and omissions and cyber liability coverage. On written request, Echo 1 Labs will provide a certificate of insurance. Specific coverage limits, additional-insured status, waiver of subrogation, and notice-of-cancellation commitments for enterprise engagements are as set out in the applicable Order Form. Insurance limits are not a cap on, and do not limit, either party's liability under this Agreement.

17. Data Protection and Privacy Compliance

17.1 Roles

For personal data contained in Client Data, Customer is the controller (or business) and Echo 1 Labs is the processor (or service provider). For personal data Echo 1 Labs collects about Authorized Users to administer accounts and for visitors to its websites, Echo 1 Labs is the controller and the Privacy Policy applies. The following summarizes the allocation:

17.2 Processor Obligations

Where Echo 1 Labs processes personal data on Customer's behalf, Echo 1 Labs shall: (a) process it only on Customer's documented instructions, including these Terms and any Order Form; (b) ensure persons authorized to process it are bound by confidentiality; (c) implement appropriate technical and organizational security measures; (d) engage subprocessors only under written terms no less protective than this Section and remain responsible for their performance; (e) assist Customer in responding to data-subject and consumer-rights requests, which may be directed to privacy@echo1labs.com; (f) assist Customer, taking into account the nature of the processing and the information available to Echo 1 Labs, with security obligations, breach notification, and data protection assessments; (g) delete or return personal data at the end of the Subscription Term under Section 8.3; and (h) make available information reasonably necessary to demonstrate compliance with this Section and, on reasonable notice and no more than once per year unless required by a regulator or following a security incident, allow and contribute to audits or inspections conducted by Customer or an independent auditor bound by confidentiality.

17.3 Security Incidents

Where Echo 1 Labs is a processor, it will notify Customer without undue delay, and no later than 72 hours, after confirming a security incident affecting personal data, so Customer can meet its own statutory deadlines. All AI processing includes a mandatory HITL checkpoint for any processing that could produce legally significant effects on individuals.

17.4 DPA

The DPA in Exhibit C is incorporated into this Agreement and applies whenever Echo 1 Labs processes personal data on Customer's behalf. If the parties execute a separate, negotiated DPA, that document controls over Exhibit C and this Section 17 to the extent of any conflict.

18. Service Levels

Echo 1 Labs targets 99.5% monthly Platform availability, excluding scheduled maintenance and events beyond its reasonable control. Any service-level credits, measurement methodology, and support-response targets applicable to an enterprise engagement are as set out in the applicable Order Form or SLA exhibit. Service-level credits are Customer's exclusive remedy for availability shortfalls.

19. Term, Suspension, and Termination

19.1 Term and Renewal

The Subscription Term begins on the Effective Date or the start date in the Order Form and renews automatically for successive periods equal to the initial term unless either party gives 30 days' written notice of non-renewal before the end of the then-current term.

19.2 Termination

Either party may terminate for material breach uncured after 30 days' written notice. Echo 1 Labs may suspend or terminate immediately for violations of Section 5.3 (HITL bypass), Section 7 (acceptable use), or Section 8.4 (regulated data), or where continued provision would violate applicable law.

19.3 Effect of Termination

Upon termination, all rights granted to Customer end, fees accrued through the termination date become due, and Customer has 30 days to export Client Data, after which Echo 1 Labs will delete or de-identify it in the ordinary course under Section 8.3. Termination for Echo 1 Labs's uncured material breach entitles Customer to a refund of pre-paid, unused fees for the remainder of the Subscription Term.

20. Governing Law and Dispute Resolution

20.1 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 20.3.

20.2 Informal Dispute Resolution

Before starting arbitration or a permitted court action, the party raising a dispute must send the other a written notice of dispute to its notice address under Section 22 that states the party's name and contact information, describes the dispute and the relief sought, and is signed by the party or its counsel. The parties will then confer in good faith, including at least one conference by telephone or video between individuals with authority to resolve the dispute, for 60 days after the notice is received. The two-year claims period in Section 14.5 is tolled while this Section is being followed. Either party may bring an individual action in small claims court for a claim within that court's jurisdiction instead of following this Section or Section 20.3.

20.3 Arbitration

After the informal dispute resolution period, any dispute arising out of or relating to this Agreement, including its formation, scope, or arbitrability, is resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Victoria, Texas. The arbitrator may award any relief a court could award to an individual party. Judgment on the award may be entered in any court of competent jurisdiction. If 25 or more demands for arbitration raising substantially similar claims are filed against Echo 1 Labs by or with the assistance of the same or coordinated counsel within 90 days, the administrator will group the demands into batches of no more than 50, each batch with its own arbitrator, a single set of administrative fees, and its own hearing; no award in one batch binds any claimant in another, and nothing in this Section limits any party's right to an individual determination of its own claim.

20.4 Carve-Out and Venue

Notwithstanding Section 20.3, either party may seek injunctive or other equitable relief, or protect its intellectual-property or confidential information, in a court of competent jurisdiction. Venue for any such court proceeding, and for any action to compel arbitration or enforce an award, is the state or federal courts having jurisdiction over DeWitt County, Texas, and each party consents to personal jurisdiction there.

CLASS ACTION WAIVER: EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

JURY WAIVER: TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

21. Miscellaneous and General Provisions

• Entire Agreement and Precedence: These Terms, together with each Order Form, SOW, and Exhibits A, B, and C (and any separately executed DPA), constitute the entire agreement between the parties and supersede all prior proposals and agreements on the subject. In a conflict: a separately executed DPA controls for data processing, then the Order Form for its subject matter, then Exhibit B for the product concerned, then these Terms, then Exhibits A and C; an Order Form may not expand a party's liability beyond Section 14 unless it expressly states that it does.
• Amendment: Echo 1 Labs may modify these Terms by posting the revised Terms at the URL where they are published and sending notice to Customer's account contact at least 30 days before the change takes effect. Changes apply prospectively only; a dispute that arose before a change takes effect is governed by the version of these Terms then in force. Material changes take effect at the next renewal term unless Customer accepts them earlier. If a change materially alters Section 14 or Section 20 to Customer's detriment, Customer may terminate the affected subscription on written notice within 30 days after the notice and receive a refund of pre-paid, unused fees.
• Assignment: Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, on written notice, to a successor in a merger, acquisition, or sale of all or substantially all of the assets to which this Agreement relates. Any other purported assignment is void.
• Force Majeure: Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages or policy changes of third-party model, cloud, or telecommunications providers (excluding payment obligations).
• Severability: Invalid provisions are modified to the minimum extent necessary; the remainder continues in full force.
• Waiver: No waiver is effective unless in writing, and no failure or delay in exercising a right is a waiver of it.
• No Third-Party Beneficiaries: This Agreement confers no rights on any person other than the parties and their permitted successors and assigns.
• Independent Contractors: No partnership, joint venture, agency, or employment relationship is created.
• Survival: Sections 1.5, 1.6, 5.3, 7.3(f), 8.3, 8.5, 9, 10, 11, 13, 14, 15, 17, 19.3, 20, 21, and 22, and Exhibit C, survive expiration or termination of this Agreement.
• Counterparts and E-Signatures: Valid under the Texas UETA (Tex. Bus. & Com. Code Ch. 322) and the federal E-SIGN Act.

22. Contact and Notice Information

Legal notices to Echo 1 Labs must be sent by email to Legal Counsel at legal@echo1labs.com with the subject line "Legal Notice" and by certified mail, or another mail service that provides proof of delivery, to the Mailing Address for Notices. Legal notices to Customer may be sent to the email address of Customer's account contact. Notice is deemed received one business day after email transmission without bounce, or on confirmed delivery of a physical copy.

A. Exhibit A: AI Policy Guardrails

This Exhibit A sets the default Policy Guardrails governing AI Agent autonomy. Order Forms may tighten, but not loosen, these defaults.

Escalation: any AI Agent encountering a Consequential Decision, low-confidence output, or a guardrail conflict must halt and route to an Authorized User for Human Sign-Off. Echo 1 Labs may update this Exhibit A at any time to tighten a guardrail. Any change that loosens a guardrail is an amendment under Section 21.

B. Exhibit B: Product-Specific Terms

These Product-Specific Terms apply when Customer uses the product named. They supplement the general terms and control over them for that product. Product names and scope follow the current product documentation; Echo 1 Labs may add products to this Exhibit by posting an update under Section 21.

Part 1. AI Readiness (advisory engagement)

AI Readiness is an advisory and enablement engagement delivered under an SOW, not a software subscription. Deliverables are recommendations for Customer's own decision. Echo 1 Labs does not implement, operate, or guarantee any outcome from recommendations Customer adopts, and nothing in an AI Readiness engagement is legal, accounting, tax, or investment advice.

Part 2. Engine (go-to-market strategy and execution)

Engine produces research, positioning, campaign plans, and drafts for Customer's review. Market and competitor information may be incomplete or out of date. Customer is responsible for the accuracy of any claim it publishes about its own offerings or a competitor's, and for compliance with advertising and comparative-advertising law.

Part 3. RevOps (revenue operations and outbound)

RevOps assists with lead sourcing, enrichment, sequencing, and Outbound Communications. Customer is the sender of record for every Outbound Communication and is solely responsible for: lawful acquisition and use of contact data; consent, opt-out handling, suppression and do-not-call compliance; sender identification and physical-address requirements for commercial email; telemarketing and texting rules including prior express written consent and time-of-day limits; and compliance with the terms of any Connected Account used to send. Echo 1 Labs provides sending infrastructure and workflow only, does not select recipients, timing, or caller identification, and does not review Customer's lists or messages for legal compliance. Customer, not Echo 1 Labs, initiates every Outbound Communication. Customer shall not use the Platform to disguise the origin of a communication, and Echo 1 Labs will act on abuse reports, which may include suspending a campaign.

Part 4. Broadcast (content and brand amplification)

Broadcast drafts, schedules, and publishes Content to Connected Accounts. Customer owns and is responsible for all published Content, including claims, endorsements and testimonials, disclosures of material connections, rights in images, music, and likenesses, and compliance with each platform's terms and community standards. Publication requires Human Sign-Off under Section 4.2. Echo 1 Labs is not responsible for platform moderation, reach, suspension, or policy changes.

Part 5. Signal (deal intelligence and benchmarking)

SIGNAL PROVIDES INFORMATION, ANALYTICS, AND BENCHMARKS FOR CUSTOMER'S OWN EVALUATION. SIGNAL OUTPUTS ARE NOT INVESTMENT, VALUATION, LEGAL, OR TAX ADVICE, ARE NOT A RECOMMENDATION TO BUY, SELL, INVEST IN, OR FINANCE ANY BUSINESS OR SECURITY, AND DO NOT CONSTITUTE DUE DILIGENCE. BENCHMARK AND THIRD-PARTY DATA MAY BE INCOMPLETE, DELAYED, OR INACCURATE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS INVESTMENT AND TRANSACTION DECISIONS AND FOR COMPLIANCE WITH SECURITIES, CONFIDENTIALITY, AND INSIDER-INFORMATION OBLIGATIONS APPLICABLE TO IT.

Part 6. Ledger (financial operations)

Ledger ingests and analyzes financial data from Customer's connected accounting system and produces categorizations, reconciliations, forecasts, and reports for Customer's review. Ledger is not bookkeeping, attest, audit, or tax-preparation services and is not a substitute for a licensed CPA. Customer remains responsible for the accuracy of its books and records, for all tax filings and payments, for approving any entry before it is posted to a system of record, and for its own internal controls. Echo 1 Labs does not initiate payments or move funds.

Part 7. Titan (document intelligence)

Titan classifies, extracts, and routes information from documents Customer submits, including contracts, invoices, purchase orders, and statements of work. Extraction may be incomplete or wrong, and Customer must verify extracted values before relying on them for payment, pricing, bidding, scheduling, or contractual commitments. Titan does not provide engineering, architectural, legal, or construction-management determinations. Customer is responsible for the rights to submit each document and for any obligation of confidentiality it owes to the document's counterparties.

Part 8. Prime, the AI Agent Fleet, and the Orbit assistant and voice agents

Prime is the governance and operations layer through which Customer configures AI Agents, Policy Guardrails, approvals, and integrations. Customer is responsible for its configuration choices, for the roles and permissions it grants Authorized Users, and for keeping Human Sign-Off in place where Sections 4 and 5 require it. The Orbit assistant and voice agents interact with Customer's users and, where Customer configures them to, with third parties: Customer is responsible for any required disclosure that a caller or visitor is interacting with an AI system, for consent to recording or transcription where required, and for reviewing any commitment an agent communicates before it is acted upon. Voice agents disclose that they are an AI system at the start of a call by default; Customer may not disable that disclosure where law or a platform requires it. Calls placed by a voice agent are artificial-voice calls under the TCPA, and Customer is the caller responsible for consent. Voice interactions may be transcribed to text to generate responses; Echo 1 Labs does not retain audio unless Customer enables retention.

C. Exhibit C: Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Agreement between Echo 1 Labs LLC ("Processor") and Customer ("Controller") and applies to personal data that Processor processes on Controller's behalf in providing the Platform ("Customer Personal Data"). Terms defined in the Agreement have the same meaning here. "Data Protection Laws" means all laws applicable to the processing of Customer Personal Data, including the TDPSA, the CCPA/CPRA, and, where applicable, the GDPR and UK GDPR.

C.1 Details of Processing

C.2 Processor Obligations

Processor shall: (a) process Customer Personal Data only on Controller's documented instructions, which include the Agreement and Controller's configuration of the Platform, unless required by law, in which case Processor will inform Controller unless prohibited; (b) ensure that persons authorized to process Customer Personal Data are bound by confidentiality; (c) implement and maintain appropriate technical and organizational measures, including those described in the Privacy Policy; (d) engage subprocessors only under Section C.3; (e) taking into account the nature of the processing, assist Controller by appropriate measures in responding to data-subject and consumer requests; (f) assist Controller with security obligations, incident notification, data protection assessments, and consultations with regulators, taking into account the information available to Processor; (g) at Controller's election, delete or return Customer Personal Data at the end of the Subscription Term under Section 8.3 and delete remaining copies unless law requires retention; (h) make available information necessary to demonstrate compliance and, on reasonable notice no more than once per year unless required by a regulator or following a security incident, allow and contribute to audits or inspections by Controller or an independent auditor bound by confidentiality; and (i) not sell or share Customer Personal Data, retain, use, or disclose it outside the direct business relationship or for any purpose other than performing the Agreement, or combine it with personal data from other sources except as permitted for a service provider or processor under Data Protection Laws. Processor will notify Controller if it determines it can no longer meet its obligations under Data Protection Laws.

C.3 Subprocessors

Controller authorizes Processor to engage subprocessors in the categories listed in the Privacy Policy. A current list of named subprocessors is available on request at privacy@echo1labs.com. Processor will give Controller at least 30 days' notice of a new subprocessor; Controller may object in writing on reasonable data-protection grounds, and if the parties cannot resolve the objection Controller may terminate the affected subscription and receive a refund of pre-paid, unused fees. Processor binds each subprocessor to written terms no less protective than this DPA and remains responsible for its performance.

C.4 Security Incidents

Processor will notify Controller without undue delay, and no later than 72 hours after confirming a security incident affecting Customer Personal Data, with the information reasonably available to help Controller meet its own notification obligations, and will cooperate in the response. Notification is not an admission of fault.

C.5 International Transfers

Customer Personal Data is processed in the United States. Where Data Protection Laws restrict a transfer, the parties incorporate the EU Standard Contractual Clauses (Module Two, controller to processor) and, for the UK, the International Data Transfer Addendum, with Controller as data exporter and Processor as data importer, and Processor will provide completed copies on request.

C.6 Liability and Precedence

Each party's liability under this DPA is subject to Section 14 of the Agreement. This DPA controls over the Agreement for the processing of Customer Personal Data; a separately executed DPA controls over this Exhibit C.