Terms of Service

DeepEcho Training Terms of Service

Version 1.0 | Effective date: 23rd October 2026

1. Acceptance and Scope

1.1 Agreement

These Terms of Service (“Terms”) constitute an agreement between DeepEcho, Inc. (“DeepEcho,” “we,” “us,” or “our”) and you concerning your access to and use of the DeepEcho application developed for use with Butterfly hardware, together with the associated web interfaces, application programming interfaces, software, and services made available by DeepEcho for that application (collectively, the “Services”).

The Services are provided solely for ultrasound education and training, including authorized practice activities. You must not use the Services or Outputs for diagnosis, treatment, patient management, or other clinical decision-making. These Terms do not cover any separate clinical edition of DeepEcho’s products.

By clicking “I agree” or otherwise affirmatively accepting these Terms, or by accessing or using the Services after being presented with these Terms, you agree to be bound by them. If you do not agree, you must not access or use the Services.

These Terms apply to the Services described above. They do not govern DeepEcho’s standalone products or products developed for use with other hardware unless DeepEcho expressly makes these Terms applicable to those products.

1.2 Organizational Access

The Services are provided for use by healthcare organizations and other organizations authorized to access them (each, an “Organization”). You may use the Services only as an Authorized User of an Organization.

Your acceptance of these Terms binds you in your capacity as a user. It does not, by itself, authorize you to enter into agreements on behalf of your Organization or modify your Organization’s contractual arrangements.

1.3 Butterfly and Separate Agreements

BFLY Operations, Inc. and its applicable affiliates (“Butterfly”) provide the Butterfly hardware and related technology used with the Services. Your Organization purchases access through Butterfly. Pricing, billing, subscription periods, and other purchasing terms are governed by your Organization’s agreement with Butterfly.

These Terms govern your use of the Services. They do not amend your Organization’s agreement with Butterfly or any separately executed agreement with DeepEcho. If your Organization has entered into a written agreement with DeepEcho that expressly addresses the same subject matter, that agreement controls to the extent of a conflict. Any applicable data processing addendum or business associate agreement governs the processing it covers and controls over these Terms to the extent of a conflict concerning that processing.

Butterfly hardware, software, and services remain subject to their applicable terms and instructions for use. These Terms do not grant rights to Butterfly technology beyond those separately made available by Butterfly.

1.4 Privacy

Our Privacy Policy, available at [Privacy Policy URL], describes how we process personal information in connection with the Services. Processing of information about Examined Persons on behalf of an Organization is also subject to the applicable contractual arrangements and the Organization’s privacy notices.

2. Definitions

“Authorized User” means an individual whom an Organization has authorized to access the Services and for whom access has been provisioned through an approved account or access method.

“Documentation” means the applicable user guides, instructions for use, technical requirements, and safety instructions made available for the Services or supported hardware.

“Examined Persons” means individuals scanned during training or whose personal information is entered or uploaded for an authorized educational activity, including volunteers and individuals represented in teaching cases.

“Organization Data” means information submitted to, stored in, or otherwise processed through the Services by or on behalf of an Organization, including information about Examined Persons, ultrasound images and recordings, training records and annotations, communications, and Outputs incorporated into the Organization’s records.

“Outputs” means measurements, estimates, classifications, predictions, suggested text, reports, and other results generated by the Services, including results generated using artificial intelligence or machine learning.

3. Eligibility and Permitted Use

3.1 Eligibility

You must be at least eighteen years old, have legal capacity to enter into these Terms, and be authorized by your Organization to use the Services. You must not access the Services if doing so would violate applicable law or a restriction imposed by DeepEcho, Butterfly, or your Organization.

Any age restriction on users does not prohibit the lawful processing of information about Examined Persons who are minors through an authorized deployment.

3.2 Role and Qualifications

You may access only the functions and information permitted by your assigned role and your Organization’s authorization. You must have the qualifications, training, supervision, and other authorization required for the relevant educational activity.

You must not misrepresent your qualifications, act outside your permitted scope of practice, or access information about Examined Persons without authorization.

Examinations involving real people must be conducted under your Organization’s approved training procedures and in accordance with applicable law and the Documentation. Before conducting an examination or entering identifiable information for a teaching case, you must ensure that the required notices have been provided and all necessary permissions and consents have been obtained.

3.3 Intended Use and Geographic Availability

You may use the Services only for their stated intended purposes, in accordance with the applicable Documentation, and with supported hardware and software configurations.

Availability may vary by country, product edition, feature, and deployment. Use in the United States or European Union is permitted only where the relevant Services and hardware have the regulatory clearances, approvals, or other authorizations required for that use and the deployment has been authorized by DeepEcho and, where applicable, Butterfly.

Any feature or edition identified as training-only, demonstration-only, investigational, or otherwise restricted must be used within those restrictions. Access to a feature does not authorize use of the Services or Outputs for clinical purposes, even if the underlying hardware is separately authorized for clinical use.

3.4 Training Activities and Outputs

The Services support educational activities. Outputs may be incomplete or inaccurate and must be reviewed by the user and, where applicable, the supervising instructor for the purposes of the training activity.

You must not use Outputs to assess an Examined Person’s health, make or confirm a diagnosis, select or change treatment, or determine whether further clinical examination is needed. Any concern about an Examined Person’s health or safety must be addressed through appropriate healthcare channels independently of the Services.

You must follow applicable safety instructions and promptly report suspected errors, malfunctions, or safety concerns through the designated support or safety-reporting channel.

4. Accounts, Devices, and Security

4.1 Account Provisioning

Accounts are provisioned through your Organization or another approved process. You must provide accurate account information and keep it current. Your Organization may determine your role, permissions, facility access, and continued eligibility to use the Services.

You must stop using the Services when your authorization ends, even if your credentials or a previously enrolled device remain technically capable of accessing them.

4.2 Credentials and Shared Devices

You must keep your passwords, PINs, authentication codes, and other credentials confidential. You must not use another person’s credentials or allow another person to use yours.

Where the Services support shared devices, each user must use their own assigned account or approved authentication method. You must lock or sign out of the Services when leaving a device unattended and take reasonable precautions to prevent another person from accessing information about Examined Persons through your session.

4.3 Device Security

You must use devices authorized by your Organization and comply with its security requirements and the applicable Documentation. You must not disable security controls, bypass device-enrollment restrictions, or use a rooted, jailbroken, or otherwise modified device contrary to the Documentation.

You must install required security and compatibility updates and comply with applicable instructions concerning unsupported versions, device revocation, and safety-related updates or recalls.

4.4 Offline Use and Synchronization

Certain functions may operate offline. Information available offline may not reflect subsequent changes made elsewhere, and information entered offline may not be available to other users until synchronization is completed.

You must follow the applicable synchronization procedures and verify that information needed for a clinical activity is current and associated with the correct Examined Person or teaching case. Ending a session or removing an account from a device does not necessarily erase information stored on that device. Device transfer, reassignment, and disposal must follow the Organization’s approved procedures.

4.5 Security Concerns

You must promptly notify your Organization and DeepEcho if you become aware of lost or stolen devices, compromised credentials, unauthorized access, or another suspected security incident involving the Services. You must reasonably cooperate with measures taken to secure the affected account, device, or information.

DeepEcho may restrict sessions, revoke device access, require reauthentication, or temporarily suspend affected access where reasonably necessary to address a security risk.

5. Access and Acceptable Use

5.1 Access License

Subject to these Terms and your Organization’s continued entitlement to access the Services, DeepEcho grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as an Authorized User for your Organization’s permitted educational activities. This license includes installing and using the application on devices authorized for your Organization’s deployment.

You may not resell, sublicense, or otherwise make the Services available to another organization without DeepEcho’s prior written authorization.

5.2 Restrictions

You must not:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying models, model parameters, or other non-public components of the Services, except to the extent applicable law permits that activity notwithstanding this restriction;

(b) copy, modify, or create derivative works of the Services except as expressly permitted by DeepEcho or applicable law;

(c) bypass access controls, licensing restrictions, device-enrollment requirements, or other technical protections, or access information outside your authorized role or facility scope;

(d) interfere with the operation or security of the Services, introduce malicious code, or conduct vulnerability testing without DeepEcho’s prior written authorization;

(e) scrape, harvest, or extract information through unauthorized automated means, or use an interface other than an approved application programming interface or other supported access method;

(f) use the Services, Outputs, or other non-public materials obtained through the Services to develop or train a competing product or model without DeepEcho’s prior written authorization;

(g) falsify information about Examined Persons or training activities, alter audit records, misrepresent an Output as having been independently verified, or conceal a material error affecting training integrity or an individual’s safety;

(h) submit or disclose information in violation of confidentiality obligations, privacy rights, intellectual property rights, or applicable law; or

(i) use fetal-sex information or any other feature for a purpose prohibited by applicable law.

5.3 Enforcement

DeepEcho may investigate suspected violations and restrict or suspend affected access where reasonably necessary to protect Examined Persons, users, information, or the Services, comply with applicable law, or enforce these Terms. DeepEcho may notify your Organization of a violation involving your account and reasonably request your cooperation in investigating and addressing it.

6. Butterfly and Other Third-Party Products

6.1 Butterfly Products

The Services integrate with supported Butterfly hardware and technology. You must follow the applicable Butterfly instructions for use, safety notices, compatibility requirements, and license terms. You must not use the Services to operate Butterfly hardware outside its authorized intended use or modify the integration without authorization.

DeepEcho is responsible for the Services it provides. Butterfly is responsible for the products and services it separately provides. These Terms do not modify either party’s obligations under a separate agreement or make either party responsible for commitments made independently by the other.

6.2 Customer Systems and Optional Integrations

Your Organization may configure connections to hospital systems, imaging archives, identity providers, messaging platforms, and other third-party products where those connections are enabled for the training deployment. You may use those connections only within your Organization’s authorization and through approved configurations for the educational purposes permitted by these Terms.

Before exporting or transmitting information through an integration, you must verify the intended destination and the information to be transmitted. You must not enable an integration, connect an external account, or change a data-sharing configuration unless your Organization has authorized you to do so.

6.3 Third-Party Terms

Products and services that you or your Organization obtain directly from third parties are governed by the applicable third-party terms and privacy notices. Their availability and functionality may change independently of the Services. DeepEcho does not control or warrant those independently provided products or services.

This Section does not exclude DeepEcho’s obligations concerning providers it engages to process information on its behalf. Those providers remain subject to the applicable contractual and legal requirements governing their processing.

7. Organization Data and Data Protection

7.1 Rights in Organization Data

DeepEcho does not acquire ownership of Organization Data merely because it is processed through the Services. Rights in Organization Data remain with the Organization, Examined Persons, and other applicable rights holders.

You may submit, access, modify, or disclose Organization Data only within your authorization and for a lawful purpose. You must not assume that access to a record permits its use for research, publication, teaching, marketing, or another purpose outside the authorized deployment.

7.2 Processing Organization Data

DeepEcho may process Organization Data to provide, maintain, support, and secure the Services, implement authorized instructions, and meet applicable legal obligations, in each case subject to the applicable contractual arrangements and law.

Where DeepEcho processes personal information on behalf of an Organization or Butterfly, that processing is governed by the applicable documented instructions, data processing addendum, and business associate agreement, as relevant. An individual user’s acceptance of these Terms does not expand the processing permitted by those arrangements.

You must follow your Organization’s requirements concerning participant notices, lawful bases, consent where required, confidentiality, and access to health information. Nothing in these Terms transfers DeepEcho’s own legal obligations to you or your Organization.

7.3 Artificial Intelligence and Model Training

The Services may process Organization Data using artificial intelligence to generate Outputs and perform the functions enabled for the deployment.

DeepEcho does not use identifiable information about Examined Persons, their images, or their training records to train or improve its AI models. DeepEcho does not permit providers processing that information on its behalf to use it to train their generally available models.

Any other use of Organization Data for model training outside the provision of the Services must be separately authorized under the applicable contractual arrangements and supported by the notices, permissions, safeguards, and legal bases required by law. Your acceptance of these Terms does not provide that authorization.

7.4 Sharing Records and Communications

If you use the Services to share a report, send a message, or provide access to a record, you must verify the recipient and use an approved sharing method. You must follow applicable requirements concerning the content of communications, Examined Persons’ preferences, and the use of email, messaging platforms, and other delivery channels.

You must not include information about Examined Persons in general feedback, ordinary support messages, or other channels not approved for that information. You must not transmit protected health information to Butterfly through the Services or in connection with integration support.

7.5 Requests, Retention, and Deletion

Requests concerning Examined Persons’ records, including access, correction, restriction, export, or deletion, should be directed to the responsible Organization. DeepEcho will handle requests it receives in accordance with its applicable legal and contractual obligations.

Your access to Organization Data may end when your role or authorization changes. Closing or deactivating your account does not itself require deletion of the Organization’s records. Retention, return, and deletion of Organization Data are governed by the applicable contractual arrangements, authorized instructions, and law.

8. Intellectual Property and Feedback

8.1 Services and Technology

DeepEcho and its licensors retain all rights in the Services and their underlying software, models, algorithms, interfaces, Documentation, designs, and other technology. Butterfly and other third-party licensors retain their rights in their respective technology and materials.

Except for the limited rights expressly granted in these Terms, no intellectual property rights are transferred or licensed to you. You must not remove or obscure proprietary notices or use DeepEcho’s or its licensors’ names, trademarks, or branding without authorization.

8.2 Outputs

Your Organization may use Outputs generated through its authorized use of the Services for the educational purposes permitted by its applicable agreements, the Documentation, and law. Incorporation of an Output into an Organization’s records does not transfer rights in the software, models, algorithms, or other technology used to generate it.

You must preserve any safety information, limitations, or attribution required by the Documentation when exporting or sharing Outputs. You must not imply that an Output carries a regulatory approval, professional endorsement, or verification that it does not have.

8.3 Feedback

If you voluntarily provide suggestions, ideas, or other feedback about the Services, you grant DeepEcho a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use and incorporate that feedback into its products and services without compensation to you.

This license applies only to rights you are authorized to grant. It does not authorize use of information about Examined Persons or expand DeepEcho’s rights to Organization Data. Training records and corrections to Outputs relating to Examined Persons remain subject to Section 7.

8.4 Third-Party and Open-Source Components

The Services may include third-party and open-source components subject to separate license terms. Applicable notices and license terms are available through the Services or accompanying Documentation. Those terms govern the relevant components to the extent required by their licenses, and these Terms do not restrict rights granted to you under those licenses.

9. Availability, Updates, and Support

9.1 Service Availability

Access to the Services depends on your Organization’s subscription, authorized deployment, supported equipment, and applicable technical requirements. Certain functions also depend on connectivity, synchronization, and the availability of Butterfly or other third-party systems.

DeepEcho does not guarantee uninterrupted access to the Services. Any service levels, maintenance commitments, or support entitlements are governed by the applicable organizational agreement.

9.2 Updates and Changes

DeepEcho may update or modify the Services to improve functionality, address security or safety concerns, maintain compatibility, or comply with legal or regulatory requirements. Features may be added, changed, restricted, or discontinued, subject to applicable contractual obligations.

You must install required updates and stop using versions identified as unsupported, withdrawn, or subject to a safety restriction. DeepEcho may disable an affected version or function where reasonably necessary to address a material security, safety, or compliance concern.

9.3 Support and Safety Reporting

Support is provided through the channels designated for your Organization’s deployment. You must promptly report suspected malfunctions, inaccurate results that may affect an individual’s safety, and other safety concerns to [support/safety contact].

If a problem may compromise safe use, you must discontinue the affected function and follow the applicable Documentation and your Organization’s training and safety procedures. You must reasonably cooperate with investigations, corrective actions, and recalls, including by providing relevant information through approved channels.

The Services and ordinary support channels are not emergency-response services. You must use the appropriate clinical or emergency channels when immediate intervention is needed.

10. Confidentiality

10.1 Confidential Information

Through the Services, you may receive non-public information concerning DeepEcho, Butterfly, your Organization, Examined Persons, or other persons. You must protect information designated as confidential or that reasonably should be understood to be confidential because of its nature or the circumstances of disclosure (“Confidential Information”).

Confidential Information includes information about Examined Persons and non-public training, access credentials, non-public technical information, security information, and proprietary Documentation.

10.2 Your Obligations

You must use Confidential Information only for your authorized activities and disclose it only to persons authorized to receive it for those activities. You must exercise reasonable care to protect it and comply with any higher standard required by applicable law, professional duties, or your Organization’s policies.

You must not copy, download, retain, or transfer Confidential Information outside approved systems except as authorized for your role and the relevant activity. Your confidentiality obligations continue after your access to the Services ends.

10.3 Exceptions and Required Disclosures

Except for information independently protected by applicable law or professional duties, Confidential Information does not include information that you can demonstrate was lawfully known to you without restriction, became public without a breach of duty, was independently developed without using Confidential Information, or was lawfully received from another source without restriction.

You may disclose Confidential Information where required by law or a binding legal process. To the extent legally permitted, you must give the person whose information is affected reasonable advance notice and disclose only the information required. These Terms do not prohibit protected disclosures to regulators or other reporting protected by applicable law.

11. Disclaimers

11.1 General Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE SEPARATE WRITTEN AGREEMENT, THE SERVICES, DOCUMENTATION, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEEPECHO AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DEEPECHO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR COMPATIBLE WITH UNSUPPORTED EQUIPMENT OR SYSTEMS, OR THAT ALL DEFECTS WILL BE CORRECTED.

11.2 Outputs and Educational Use

OUTPUTS MAY BE INCOMPLETE OR INACCURATE AND MAY BE AFFECTED BY IMAGE QUALITY, INPUT ERRORS, EXAMINED PERSONS’ CHARACTERISTICS, DEVICE CONFIGURATION, AND OTHER FACTORS.

DEEPECHO DOES NOT WARRANT THAT OUTPUTS WILL BE APPROPRIATE FOR EVERY TRAINING ACTIVITY OR THAT USE OF THE SERVICES WILL PRODUCE A PARTICULAR EDUCATIONAL RESULT. THE SERVICES AND OUTPUTS MUST NOT BE USED FOR DIAGNOSIS, TREATMENT, PATIENT MANAGEMENT, OR OTHER CLINICAL DECISION-MAKING. THE ABSENCE OF A FINDING, WARNING, OR RISK FLAG DOES NOT ESTABLISH THE ABSENCE OF A CONDITION OR THE ABSENCE OF A NEED FOR FURTHER EVALUATION.

DEEPECHO DOES NOT UNDERTAKE YOUR PROFESSIONAL RESPONSIBILITIES OR ESTABLISH A HEALTHCARE PROVIDER–PATIENT RELATIONSHIP BY PROVIDING THE SERVICES.

11.3 Mandatory Protections

NOTHING IN THESE TERMS EXCLUDES A WARRANTY OR OTHER PROTECTION THAT CANNOT LAWFULLY BE EXCLUDED. ANY DISCLAIMER APPLIES ONLY TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO THE RELEVANT CLAIM.

12. Limitation of Liability

12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPECHO, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY OF LIABILITY AND WHETHER THE POSSIBILITY OF THOSE DAMAGES WAS DISCLOSED OR REASONABLY FORESEEABLE.

12.2 Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF DEEPECHO AND THE OTHER PERSONS IDENTIFIED IN SECTION 12.1 TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (a) THE FEES ACTUALLY PAID BY YOU TO DEEPECHO FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) ONE HUNDRED US DOLLARS ($100). MULTIPLE CLAIMS OR EVENTS DO NOT INCREASE THIS LIMIT.

12.3 Application and Exceptions

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT EXCLUDE OR LIMIT LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

THIS SECTION GOVERNS CLAIMS UNDER THESE TERMS. IT DOES NOT MODIFY THE ALLOCATION OF LIABILITY UNDER A SEPARATELY EXECUTED ORGANIZATIONAL AGREEMENT, DATA PROCESSING ADDENDUM, OR BUSINESS ASSOCIATE AGREEMENT.

13. Indemnification

13.1 Your Obligations

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless DeepEcho, its affiliates, licensors, and service providers, and their respective officers, directors, employees, and agents from third-party claims, liabilities, damages, losses, and reasonable costs and expenses, including attorneys’ fees, to the extent arising out of:

(a) your material breach of these Terms;

(b) your unlawful or unauthorized use of the Services;

(d) your infringement or violation of another person’s intellectual property, privacy, confidentiality, or other legal rights.

Your acceptance of these Terms does not impose an indemnification obligation on your Organization. Any indemnification obligations of your Organization are governed by its applicable agreements.

13.2 Claims Procedure

The person seeking indemnification must promptly notify you of the claim. A delay in notice relieves you of your obligations only to the extent the delay materially prejudices the defense.

DeepEcho may assume control of the defense using counsel of its choice at your expense, subject to your indemnification obligations. You must reasonably cooperate with the defense. You may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to provide an unconditional release to an indemnified person without that person’s prior written consent.

14. Suspension and Termination

14.1 Duration

These Terms apply from your acceptance until terminated. Your right to access the Services continues only while you remain an Authorized User and your Organization remains entitled to the relevant Services.

You may stop using the Services at any time. Requests to deactivate your account should be directed to your Organization’s administrator or the designated support channel.

14.2 Suspension or Termination of Access

DeepEcho may suspend, restrict, or terminate your access where:

(a) you breach these Terms or DeepEcho reasonably suspects unlawful or unauthorized activity involving your account;

(b) your Organization withdraws your authorization or its entitlement to the relevant Services ends;

(d) a court, regulator, or other competent authority requires the action; or

(e) the licenses, approvals, or third-party services necessary to provide the affected Services are withdrawn, expire, or otherwise cease to be available.

DeepEcho may act immediately where reasonably necessary to address the circumstances. Where practicable and appropriate, DeepEcho will notify you or your Organization of the action and any steps required to restore access. DeepEcho need not provide advance notice where doing so would compromise security, an individual’s safety, an investigation, or compliance with law.

14.3 Effect of Termination

When your access ends, you must stop using the Services and must not attempt to regain access without authorization. You must follow your Organization’s approved procedures concerning enrolled devices, locally stored information, and the return or protection of Confidential Information.

Termination of your individual access does not transfer ownership of Organization Data, require deletion of training records, or alter applicable retention obligations. Continued access, export, return, and deletion of Organization Data are governed by the applicable organizational agreements and law.

14.4 Survival

Termination does not affect rights or obligations accrued before termination. Sections 7, 8, 10, 11, 12, 13, 15, and 16 survive to the extent relevant to their subject matter, together with any other provisions that by their nature should survive.

15. Governing Law and Disputes

15.1 Governing Law

These Terms and disputes arising out of or relating to them are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

This choice of law does not deprive you of protections that cannot be waived under the law applicable to you.

15.2 Informal Resolution

Before commencing proceedings concerning these Terms, you and DeepEcho will first attempt in good faith to resolve the dispute informally. You may notify DeepEcho of a dispute at matt@melville-law.legal, identifying your account, the relevant facts, and the relief requested.

If the dispute is not resolved within thirty days after receipt of notice, either party may commence proceedings. This process does not prevent either party from seeking urgent interim relief or commencing proceedings necessary to meet a mandatory filing deadline.

15.3 Jurisdiction

Except where applicable mandatory law requires otherwise, you and DeepEcho submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for disputes arising out of or relating to these Terms.

This Section does not alter dispute-resolution provisions in a separate organizational agreement, data processing addendum, or business associate agreement.

16. General Provisions

16.1 Entire Agreement

These Terms constitute the entire agreement between you and DeepEcho concerning your individual access to and use of the Services and supersede prior communications on that subject. They remain subject to the separate agreements and priority rules identified in Section 1.3.

16.2 Changes to These Terms

DeepEcho may revise these Terms from time to time. Revised Terms will be posted at [Terms URL] with an updated effective date.

DeepEcho will provide reasonable advance notice of material changes through the Services, by email, or through your Organization, unless a change must take effect sooner to address an urgent legal, security, or safety requirement. Where required by applicable law, DeepEcho will obtain your agreement before applying a change to you.

Subject to applicable law, your continued use after the effective date of revised Terms constitutes acceptance. If you do not agree to the revised Terms, you must stop using the Services.

16.3 Notices and Electronic Communications

DeepEcho may provide notices concerning these Terms through the Services or to the email address associated with your account. Deployment-wide notices may also be provided through your Organization’s designated administrator. You must keep your contact information current.

You agree to receive communications electronically to the extent permitted by applicable law. Formal notices to DeepEcho must be sent to matt@melville-law.legal.

16.4 Assignment

You may not assign these Terms or transfer your account or access rights without DeepEcho’s prior written consent. DeepEcho may assign these Terms to an affiliate or in connection with a merger, reorganization, or transfer of the relevant business or assets, subject to applicable law. Any attempted assignment contrary to this Section is void.

16.5 Export Controls and Sanctions

You must comply with applicable export-control and sanctions laws when accessing or using the Services. You must not export, re-export, transfer, or make the Services or related technology available to a prohibited person, destination, or end use without any required authorization.

DeepEcho may restrict access where reasonably necessary to comply with those laws.

16.6 App-Store Distribution

If you obtain the application through Apple’s App Store, these Terms are between you and DeepEcho, not Apple. Your license is limited to use on Apple-branded products that you own or control, as permitted by the applicable App Store usage rules, including any permitted organizational deployment.

DeepEcho is responsible for the application and any maintenance or support required under these Terms or applicable law. Apple has no obligation to provide maintenance or support. If the application fails to conform to an applicable warranty, you may notify Apple, and Apple may refund any purchase price paid to Apple for the application. To the maximum extent permitted by law, Apple has no other warranty obligation concerning the application.

As between DeepEcho and Apple, DeepEcho is responsible for addressing claims concerning the application or your possession or use of it, including applicable product-liability, legal-compliance, consumer-protection, privacy, and intellectual property claims, subject to these Terms and applicable law.

You must comply with applicable third-party terms when using the application. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. Any other app-store requirements apply to the extent required by the distribution channel through which you obtain the application.

16.7 Third-Party Beneficiaries

Except as provided in Section 16.6, these Terms do not create third-party beneficiary rights, other than for the persons expressly protected under Sections 11, 12, and 13 with respect to those provisions.

16.8 Events Beyond Reasonable Control

DeepEcho is not responsible for a failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, labor disputes, or widespread failures of telecommunications or power infrastructure, subject to any obligations that cannot be excluded by applicable law.

16.9 Severability and Waiver

If a provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in effect.

A failure or delay in enforcing a provision does not waive the right to enforce it later. A waiver applies only to the specific circumstances for which it is given.

16.10 Relationship of the Parties

These Terms do not create an employment, partnership, joint-venture, or agency relationship between you and DeepEcho. You have no authority to make commitments on DeepEcho’s behalf.

16.11 Contact Information

The Services are operated by:

DeepEcho, Inc.

555 East Loockerman Street;

Dover, DE USA

Legal inquiries: matt@melville-law.legal.

Support and safety reporting: support@deepecho.io