Visual Commerce Suite Terms of Use
Last revised: May 24, 2024
This Visual Commerce Suite Terms of Use (this “Agreement”) is between Interlude US Inc. d/b/a eko, a Delaware corporation, (“eko”) and any user of eko’s Visual Commerce Suite (defined herein), whether such use is by an individual on behalf of themselves, or by a company or entity (in either case, a “Client” or “you” or “your”). Client and eko are individually referred to herein as a “Party” and collectively as the “Parties”.
BY ENTERING, CONNECTING TO, ACCESSING OR USING THE VISUAL COMMERCE SUITE THE FIRST TIME (OR BY CLICKING TO ACCEPT, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR OTHERWISE AGREEING TO THIS AGREEMENT WHEN SUCH OPTION IS MADE AVAILABLE TO YOU), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION (THE “EFFECTIVE DATE”).
IF YOU ARE ENTERING INTO THIS AGREEMENT AS A REPRESENTATIVE OF A CLIENT, YOUR ACCEPTANCE IN ANY OF THE FORMS MENTIONED ABOVE REPRESENTS THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT RELATING TO YOUR OWN ACCESS AND ALSO HAVE THE AUTHORITY TO BIND SUCH CLIENT AND ITS AFFILIATES TO THIS AGREEMENT INCLUDING ALL OF THE TERMS AND CONDITIONS HEREIN, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL ALSO REFER TO SUCH CLIENT FOR WHICH YOU ARE A REPRESENTATIVE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS BELOW OR DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT ON BEHALF OF A CLIENT AND MAY NOT USE THE VISUAL COMMERCE SUITE .
1. The Visual Commerce Suite. eko is happy to provide you with limited, non-exclusive, non-transferable, revocable, and non-sublicensable access to the “Visual Commerce Suite,” which is inclusive of the associated technology, software, features, functionalities and tools (collectively, the “Platform”) which enable the creation and embedding of interactive video experiences and high-resolution product images and videos (the “Embeddable Experience(s)”).
With this access you have the right to modify, incorporate branding elements into and style the media assets as desired, in accordance with the terms herein.
eko reserves the right in its sole discretion to: (i) amend, modify or withdraw any portion of the Visual Commerce Suite at any time for any reason it deems sufficient, or (ii) cease providing any portion of the Visual Commerce Suite.
2. Term and Termination. This Agreement commences on the Effective Date and will terminate in accordance with any applicable ordering document (an “Order Form”) entered into between eko and Client, via eko.com (the “Website”) or by any other means (the “Term”). Each Order Form shall include a description of the services to be provided as part of the Visual Commerce Suite and any material, content, or results acquired from the use of it (the “Assets”), the start and end date, the associated fee and payment information, and any other unique terms or conditions relating to your agreement with eko. Except as otherwise specified in an Order Form, the Term will automatically renew unless either Party gives the other notice of non-renewal at least sixty (60) days prior to the end of the applicable Term. eko reserves the right to increase the fees associated with the Visual Commerce Suite by any amount it deems necessary (in its sole judgment), but if a rate increase is planned, eko will provide notice of the same to you at least thirty (30) days prior to the end of the applicable Term. Notwithstanding the foregoing, eko will abide by all applicable state laws in relation to the aforementioned, including those laws and permissions regarding automatic renewals. Furthermore, given the nature of digital content, eko does not offer refunds or credits unless a refund is legally required in accordance with the applicable consumer protection state law in which you reside and use the Visual Commerce Suite and only in the event the refund is warranted. eko will assess refund or credit requests on their merits but has sole discretion in determining whether a request shall be granted.
In addition to any other remedies it may have, either Party may also terminate the Agreement and any license granted herein upon thirty (30) days’ written notice, if the other Party materially breaches any of the terms or conditions of the Agreement and such breach is not cured within such period.
3. Fees for Visual Commerce Suite Access. Client will pay all fees specified in the Order Form. Except as otherwise specified in this Agreement or in an Order Form, payment obligations are non-cancelable and fees paid are non-refundable.
Payment. You will provide eko with credit card or bank account information (or you will be billed via invoicing if you are prequalified to make payment in such manner). If you provide credit card or bank account information to eko, you authorize eko to charge such credit card or withdraw via ACH from such bank account any and all fees listed in an Order Form and for any renewal Terms that may apply. Such charges shall be made in accordance with the terms stated in the applicable Order Form. In the case in which you are prequalified to make payment via invoicing, the Order Form will indicate that payment is allowed by such method, and you will be required to provide payment in accordance with the terms therein. Unless otherwise stated in the Order Form, invoiced charges are due within thirty (30) days of the invoice date. You are responsible for providing accurate billing and contact information to eko and notifying eko of any changes to such information.
Overdue Charges. If any invoiced amount is not received by eko by or before the due date specified in the Order Form, then without limiting eko’s other rights or remedies, (a) those charges will be subject to a late payment penalty at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) eko will have the option to cancel your Order Form and/or to condition future payments on shorter payment terms.
Suspension of the Visual Commerce Suite and Accelerationof Fees. If any amount of fees (as provided in an applicable Order Form) are owed by you under this or any other agreement for the Visual Commerce Suite is thirty (30) days or more overdue, you hereby authorize eko to charge your credit card or bank account for the outstanding balance that is due. If the outstanding balance that has been due for thirty (30) days of more cannot be collected by eko after two (2) successive attempts, eko has the option to, without limiting its other rights and remedies, accelerate all unpaid fee obligations under the Order Form so that all such fees become immediately due and payable. Moreover, eko reserves the right to suspend all services related to the Visual Commerce Suite until such amounts are paid in full.
Taxes. eko’s fees do not include any taxes, levies, duties or other governmental assessments of any kind, including, for example, sales, use, value added, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If eko has the legal obligation to pay or collect Taxes for which you are responsible, eko will include such amounts on the Order Form and you will include payment for the amount associated with Taxes unless you provide eko with a valid tax exemption certificate authorized by the appropriate taxing authority. For avoidance of doubt, eko is solely responsible for any taxes assessable against it based on its business including any associated with income, property and employees.
4. Right to Access the Visual Commerce Suite; Ownership; Client Data. eko, subject to the terms and conditions of and except as otherwise provided in this Agreement, grants to Client a limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable right to access and use the Visual Commerce Suite solely for Client’s own purposes during the Term. Client has no rights in or to the Visual Commerce Suite except as expressly granted in this Agreement. eko reserves to itself all rights to the Visual Commerce Suite not expressly granted to Client under this Agreement. eko retains all copyright, trademark, patent, and other intellectual property rights in and to the Visual Commerce Suite. As between the Parties, you acknowledge that the Visual Commerce Suite, all copies of the Visual Commerce Suite, any derivative works, compilations, and collective works of the Visual Commerce Suite, and any know-how and trade secrets related to the Visual Commerce Suite are the sole and exclusive property of eko and contain eko’s confidential and proprietary materials.
Client hereby grants to eko a worldwide, perpetual, and royalty free, license to host, copy, transmit and display Client Data (defined below): (a) as necessary for eko to provide the services associated with the Visual Commerce Suite in accordance with this Agreement, and (b) as part of aggregated and anonymized information for any purpose and at any time. Without limiting the foregoing, eko shall have the perpetual, worldwide right and license, at no additional cost, to use, edit and exploit any results or proceeds created or obtained from Client’s access to the Visual Commerce Suite, including any logos, in any manner and media (now known or hereafter devised), in eko’s sole discretion, solely in connection with: (a) the promotion and marketing of eko’ business and/or the Visual Commerce Suite, and (b) any archival and internal business purposes. For avoidance of doubt, even if a Client ceases its relationship with its employer at any time, the license to all Client Data specified in this Section 4 herein shall survive the termination of the relationship and/or the termination of this Agreement.
“Client Data” means all information processed or stored on computers or other electronic media by Client, or that is generated or gathered by or processed by any third party for, or in relation to, Client, or that is otherwise generated or gathered or processed on Client’s behalf by any third party including all data used to set up and maintain Client’s access, use and all associated records involving or associated with Client, or provided to eko for such processing or storage, as well as any information derived from such information including, without limitation: (a) information on paper or other non-electronic media provided to you for computer processing or storage, or information formerly on electronic media; (b) information provided to eko through the Visual Commerce Suite by you or any other third parties, including all of Client's content produced by eko in any form or format and all assets created by eko to produce such content, including, without limitation, audio, photos, videos and other non-interactive creative assets, and (c) any personal information provided by or for you.
Intellectual Property Rights of Others. eko deeply respects the third-party intellectual property rights that may be implicated in using the Visual Commerce Suite. These intellectual property rights, and your responsibilities with respect to these rights, are outlined below.
In the event you provide eko with or request certain image content, such as photos, graphics, text, or video segments (the “Image Content”) and/or certain musical content (the “Music Content”) to be used with the Embedded Experience, and such Image Content and/or Music Content is not original to you and not in the public domain, you represent and warrant that you have or will obtain all necessary licenses, permissions, waivers, releases, assignments, and consents required for the production, synchronization, exhibition, performance, distribution, marketing and exploitation of any assets created in accordance with Clients rights in the Visual Commerce Suite, throughout the universe in perpetuity and by every means, method and device now or hereafter known or required for full, complete and unlimited exercise and enjoyment by eko of the rights granted hereunder and no further clearance, licensing, or other acquisition of rights or payments whatsoever are or shall be required of eko.
For avoidance of doubt, to the extent that any consents or licenses are required for any content, music or lyrics you use or supply to eko in conjunction with the Visual Commerce Suite, you will be solely responsible for obtaining such rights and licenses, including, without limitation, obtaining synchronization and performing rights, any necessary corresponding master use licenses and agreements pertaining to all creations including music and lyrics embodied in or used in connection with the Services and for paying all affiliated fees, including those due to any applicable performance rights organizations.
5. Usage Restrictions. Client will not: (a) use the access granted to the Visual Commerce Suite for any other purpose other than what the Visual Commerce Suite was intended for and/or make the Visual Commerce Suite available to, or use the Visual Commerce Suite for the benefit of, anyone other than Client; (b) sell, resell, license, sublicense, distribute, rent or lease the Visual Commerce Suite of Client’s access to the Visual Commerce Suite, or include it in a service bureau or outsourcing offering; (c) use the Visual Commerce Suite to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Visual Commerce Suite to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Visual Commerce Suite or any data contained therein; (f) attempt to gain unauthorized access to the Visual Commerce Suite or its related systems or networks; (g) permit direct or indirect access to or use of the Visual Commerce Suite in a way that circumvents a contractual usage limit, if any; (h) copy the Visual Commerce Suite or any part, feature, function or user interface thereof; (i) frame or mirror any part of the Visual Commerce Suite, other than framing on the intranets of Client’s employer or otherwise for Client’s own personal use; (j) access the Visual Commerce Suite for the purpose of monitoring availability or functionality, benchmarking, or otherwise assist with the creation and/or evaluation of any competitive service to the Visual Commerce Suite; or (k) reverse engineer the Visual Commerce Suite (to the extent such restriction is permitted by law).
6. Protection of Client Data. Subject to eko’s Privacy Policy, eko shall act in compliance with all applicable data protection and privacy laws related to its business and provision of services.
7. Client Responsibility for Data. You will: (a) be responsible for your compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Client Data supplied to eko and/or the Visual Commerce Suite and the means by which you acquired such data, (c) to prevent unauthorized access to or use of the Visual Commerce Suite, and notify eko promptly of any such unauthorized access or use, and (d) use the Visual Commerce Suite only in accordance with the Agreement, the applicable Order Form and applicable laws and government regulations.
8. Non-eko Providers. eko, you or third parties may make available products or services that are not a part of or related to eko products & services. (“Third-Party Products and Services”). Furthermore, the Visual Commerce Suite may contain features designed to interoperate with Third-Party Products and Services. To use such features, you may be required to obtain access to such Third-Party Products and Services from those applicable providers and may be required to grant access to eko to your account(s) associated with such Third-Party Products and Services. eko cannot guarantee the continued availability of the features or the interoperability of such Third-Party Products and Services with the Visual Commerce Suite, and may cease providing and/or supporting such features without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of Third-Party Products and Services ceases to make the Third-Party Products and Services available in a manner acceptable to eko and eko correspondingly takes action to block or prevent the use of such Third-Party Products and Services with the Visual Commerce Suite. Any usage by you of such Third-Party Products and Services, and any exchange of data between you and any Third-Party Products and Services provider in relation to any such third-party product or service, is solely between you and the applicable Third-Party Products and Services provider and you agree to comply with any applicable terms and conditions of such Third-Party Products and Services. eko does not warrant or support, and is not liable for, any Third-Party Products and Services or any data you exchanged with the provider of such Third-Party Products and Services or the Third-Party Products and Services, whether or not such Third-Party Products and Services are designated by eko as interoperable with the Services, unless expressly provided to the contrary in an Order Form. If you choose to use any Third-Party Products and Services in conjunction with one or more of the Services, you grant eko permission to allow the provider of the Third-Party Products and Services to access Client Data through such Third-Party Products and Services as required for the interoperation of such Third-Party Products and Services with the Services. eko is not responsible for any use, disclosure, modification or deletion of Client Data resulting from access by such provider of any Third-Party Products and Services or the Third-Party Products and Services themselves.
9. Confidentiality. Any and all information that by its nature is considered confidential, whether expressly marked “confidential” or not and whether in tangible form or not (“Confidential Information”) is confidential shall remain as such. Each Party agrees: (a) to use the confidential information of the other Party (the “Disclosing Party”) only for the purposes associated with, and in accordance with, the terms and conditions of the Agreement; (b) to use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care consistent with its past practices and any applicable laws, and to safeguard the Disclosing Party’s confidential information that is provided to it; and (c) to only disclose confidential information provided by the Disclosing Party to: (i) employees, agents, affiliates and subcontractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written or ethical obligation to keep such information confidential and using standards of confidentiality not less restrictive than those required by the Agreement; or (ii) if required by law or regulatory authorities, provided the Party which has received the confidential information (the “Receiving Party”) has given the Disclosing Party prompt notice before disclosure so that it may perform actions in an attempt to prevent disclosure at its sole option. Each Party will protect from disclosure any confidential information disclosed by the other Party for a period commencing upon the disclosure date until three (3) years thereafter. The term “Confidential Information” does not include information that: (a) becomes generally available to the public other than as a result of the Receiving Party or its representatives’ breach hereunder; (b) is already in the Receiving Party’s actual possession, provided that such information is not known by the Receiving Party to be subject to a contractual or legal obligation of confidentiality; (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be bound by a contractual or legal obligation of confidentiality with respect to such information; or (d) is independently developed by the Receiving Party or any of its representatives without the use of, or reference to, or derived from the Confidential Information. For the avoidance of doubt, any Client Data shall not constitute Confidential Information for purposes herein.
10. Compelled Disclosure. Each Party may disclose Confidential Information of the other Party to the extent compelled under the law, provided that prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, is given if the Party wishes to contest the disclosure.
11. DMCA Take Down Policy. eko respects artist’s and content owner’s rights. It is eko’s policy to respond to an alleged infringement notification in compliance with the Digital Millennium Copyright Act (the “DMCA”). In the event that copyrighted material is posted without the express permission of the copyright holder, eko will remove the infringing content upon the request of the copyright holder.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Visual Commerce Suite, please notify eko at the email below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Visual Commerce Suite;
Information reasonably sufficient to permit eko to contact you, such as your address, telephone number, and, if available, and e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Requests must be sent to: legal@eko.com.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PRISECUTION FOR PERJURY AND CIVIL PENALTIES, INCLDUING MONETARY DAMAGES, COURT COSTS, AND ATTORNEY’S FEES.
In accordance with the DMCA and other applicable law, eko has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. eko may also, in its sole discretion, limit access to the Visual Commerce Suite and/or terminate the accounts of a Client who infringe any intellectual property rights of others, whether or not there are any repeat offenses.
12. Feedback. eko has not agreed to, and does not agree to, treat as Confidential Information any Feedback (as defined below) you provide to eko, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict eko’s rights to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client. Notwithstanding Section 9 (Confidentiality) of this Agreement, Feedback will not be considered Client’s Confidential Information or its trade secret. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of eko’s products or services. Feedback does not include any suggestion or idea to the extent that it solely addresses Client’s products or services. Client hereby grants to eko a fully paid up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers of sub-licensees), irrevocable and perpetual license to incorporate into the Visual Commerce Suite or otherwise use and fully exploit any and all Feedback.
13. DISCLAIMER OF WARRANTY. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE WEBSITE AND THE VISUAL COMMERCE SUITE, INCLUDING BUT NOT LIMITED TO THE TOOLS, THE SOFTWARE, THE PLATFORM, THE CONTENT AND THE TECHNOLOGHY, ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND EKO, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “EKO’S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. THESE TERMS GOVERN THE USE OF THE VISUAL COMMERCE SUITE. IN A CASE OF A CONFLICT BETWEEN THE DISCLAIMERS AND WARRANTIES REGARDING ANY SERVICES OF EKO WHICH WERE PROVIDED TO A CLIENT AS PART OF ANY KIND OF AGREEMENT AND THE TERMS HEREIN, THE TERMS SHALL PREVAIL REGARDING EKO’S DISCLAIMERS AND WARRANTY.
IN ADDITION, EKO DOES NOT PROVIDE ANY WARRANTIES REGARDING: (I) THE ACCURACY OF THE RESULTS OBTAINED THROUGH USE OF THE VISUAL COMMERCE SUITE; (II) THE ACCURACY OF THE DATA CONTAINED WITHIN THE VISUAL COMMERCE SUITE; (III) THAT THE VISUAL COMMERCE SUITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (IV) THE SECURITY OF THE VISUAL COMMERCE SUITE FROM MALFUNCTION, MISTAKE, INTRUSION OR ATTACK; OR (V) THE NETWORK, COMMUNICATIONS LINKS OR INFRASTRUCTURE YOU USE.
ACCESS TO THE VISUAL COMMERCE SUITE, THE UPLOADING OF CONTENT, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THE VISUAL COMMERCE SUITE OR THROUGH THIRD PARTIES' OR PROVIDER’S WEBSITES, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Compliance with Americans with Disabilities Act (“ADA”). eko has voluntarily undertaken efforts to comply with the World Wide Web Consortium’s Web Content Accessibility Guidelines 2.0, Level AA (“WCAG-2.0 AA”), a set of guidelines adopted by a private group designed to maximize accessibility of web content. Please note that the Website or Visual Commerce Suite may link to, or interface with, third party websites that eko does not control. These third-party vendors may not have undertaken the efforts that eko has to comply with WCAG-2.0 AA standards.
As the law and accessibility standards continue to change and eko strives to deliver the most up-to-date content online, please understand that eko’s efforts to improve online accessibility are ongoing. eko encourages you to report any accessibility issues you may encounter by contacting eko at legal@eko.com. eko also encourages you to contact eko to determine if any alternative communication methods or accessibility formats are available.
15. LIMITATION ON LIABILITY. IN NO EVENT SHALL EKO BE LIABLE TO CLIENT, OR ANY THIRD PARTY, FOR ANY LOST REVENUE, PROFIT, OR DATA, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF OR IN ANY MANNER RELATED TO THE USE OF OR INABILITY TO USE THE VISUAL COMMERCE SUITE EVEN IF EKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND IN NO EVENT SHALL EKO’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE AMOUNT PAID, TO ANY ENTITY, FOR CLIENT’S USE OF THE VISUAL COMMERCE SUITE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY, OR IF NO AMOUNT WAS PAID, $1.00 USD).
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITIY FOR CONCEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
17. WAIVER OF CLASS ACTION TYPE RELIEF. ALL CLAIMS BROUGHT BY CLIENT MUST BE BROUGHT IN THE CLIENT’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR PLAINTIFF IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS EKO AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE CLIENT‘S CLAIMS.
18. Indemnification.
You agree to defend, indemnify and hold harmless eko, including eko’s Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Website and/or the Visual Commerce Suite; (ii) your violation of any of the terms and conditions set forth in this Agreement; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, including a third party claim, suit or proceeding that use of the Personal Information (as such term is defined in our Privacy Policy) within the scope of these terms infringes any privacy right of a third party), in connection with your use of the Website and/or the Visual Commerce Suite; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Website and/or the Visual Commerce Suite. It is hereby clarified that this defense and indemnification obligation will survive this Agreement.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to indemnification by you without first obtaining our prior express written approval.
19. Audit Rights. eko (or a third party hired by eko for such purpose) shall have the right, at any time, to inspect and audit all accounts, records and Client Data, to determine compliance with the terms contained herein. The cost of such audit shall be borne by eko unless the audit uncovers that the Client has materially breached this Agreement, and then Client shall be responsible for reimbursement of all reasonable costs and expenses of such audit.
20. Dispute Resolution. In connection with any dispute between the Parties arising from this Agreement, the Parties shall attempt to resolve such dispute by utilizing the procedure specified in this Section 20 herein.
Negotiation by Individuals: To commence resolution of a dispute, either Party may send written notice (“Notice”) to the other Party containing a concise summary of the dispute and requesting negotiations. Within seven (7) days following receipt of such Notice by the other Party, each Party will make such investigation as each deems appropriate and will promptly, but in no event later than thirty (30) days from the date of the Notice, communicate to attempt to resolve the dispute. If the dispute has not been resolved within forty-five (45) days of the first communication between the Parties in furtherance of resolving the dispute, arbitration proceedings may be commenced by either Party, as set forth immediately below.
Arbitration: Arbitration shall commence upon written notice (“Arbitration Notice”) by either Party to the other and to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). Such dispute shall be conducted before a single arbitrator. Such arbitrator shall be a lawyer knowledgeable and experienced in the field of software licensing, and shall not be affiliated with either Party, or otherwise have any current or previous relationship or association with either Party. Each Party shall designate in writing a list of potential arbitrators within thirty (30) days of the Arbitration Notice. The Parties consent to use any arbitrator whose name appears on both Parties’ list of potential arbitrators, subject to the arbitrator’s availability. If no arbitrator appears on both Parties’ lists, or if the Parties cannot agree on an arbitrator within sixty (60) days of the Arbitration Notice, the arbitrator shall be selected by the office of the JAMS in New York County, New York or, if such office does not exist, the JAMS office nearest to New York, New York. After an arbitrator is selected, the Parties shall promptly consult with the arbitrator to determine the details of the arbitration process including a schedule and the dates and location of the arbitration hearing. The arbitrator’s decision shall be final and legally binding on both Parties and judgment may be entered thereon. Unless provided otherwise herein, the arbitration shall be governed by the applicable JAMS rules, including the Comprehensive Arbitration Rules and Procedures, applicable at the time of the Notice of Arbitration. Each Party shall be responsible for its share of the costs of the arbitration hearing as specified in the JAMS rules. In the event a Party fails to participate in the arbitration after having been provided Notice, unsuccessfully challenges the arbitrator's decision, or fails to comply with the arbitrator's decision, the other Party is entitled to costs of the associated litigation, including reasonable attorney's fees for having to compel arbitration or defend or enforce the award.
21. General. This Agreement and all its part are governed by the laws of the State of New York, without reference to its principles of conflicts of laws. Each Party hereby expressly consents to the personal jurisdiction of either the New York state courts sitting in New York County or the United States District Court for the Southern District of New York. The U.N. Convention on Contracts for the International Sale of Goods does not apply. eko may freely assign this Agreement, without consent. Client may not assign this Agreement. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the Visual Commerce Suite and supersedes all prior agreements, proposals, representations and undertakings between the Parties in relation to the subject matter hereof (whether written or oral) and may not be modified or amended by Client without the prior written consent of eko. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the Party against whom the waiver is to be enforced. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.
Privacy Policy
Updated as of December 13, 2023
This privacy policy (this “Privacy Policy”) provides a comprehensive description of how Interlude US Inc. (d/b/a eko) and its subsidiaries and affiliates (collectively, “eko”, “we” or “us”) collect, use, and share information about you (“Private Information”) as well as your rights and choices regarding such information.
This Privacy Policy applies to our branded mobile application (the “App”), the eko Studio app available at https://studioapp.eko.com, (“eko Studio”), eko’s video platform technology available at https://platform.eko.com, (the “Platform”), the interactive videos on the Platform (the “Videos”), eko’s websites and subdomains (the “Sites”) and any other online services operated by eko that link to this Privacy Policy (the “Online Services”) (collectively, the App, eko Studio, the Platform, the Videos, the Sites, and the Online Services shall be referred to as the “Services”).
Please read the following carefully to understand eko’s data practices. If you have any questions, please contact us as set out in the “Have Questions?” section.
1. Acknowledgment
BY ENTERING, CONNECTING TO, ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ARE OR HAVE HAD THE OPPORTUNITY TO BECOME AWARE OF AND AGREE TO THIS PRIVACY POLICY AND EKO’S PRACTICES DESCRIBED THEREIN, INCLUDING THE PROCESSING, COLLECTING, SHARING, USING, DISCLOSING, RETAINING OR DISPOSING OF YOUR PRIVATE INFORMATION UNDER THE TERMS OF THIS PRIVACY POLICY. IF YOU DISAGREE TO ANY TERM PROVIDED HEREIN, YOU MAY NOT ACCESS OR USE THE SERVICES.
3. Usage of Information
We collect and use information, including Private Information, for business and commercial purposes in accordance with the practices described in this Privacy Policy. Our purposes for collecting and using information include to:
Enable the operation and management of the Services, including the Site, the App, and the Platform;
Perform services requested by you, such as responding to your comments, questions, and requests, and provide you with technical assistance and customer support;
Ensure that content on the Services is presented in an optimal way for you and for your device (e.g., tablet, mobile phone);
Conduct internal operations, including troubleshooting, data analysis, testing, research and statistical purposes;
Send you transactional communications, notices, announcements, and additional information related to eko including with respect to changes made to our Services’ policies;
Keep the Services safe and secured and to prevent and address fraud, breach of policies or terms, and threats or harm;
Comply with our legal and contractual obligations and in order to be able to protect our rights and legitimate interests;
Maintain our data processing records and general administrative purposes;
Use it for customization and improvement of our Services and other eko websites, apps, technologies, marketing efforts, products and services;
Enhance and personalize the user’s experience on the Site, the App, and/or the Platform;
With respect to our Videos, understand your Video preferences and personalize your experience and advertising on the Services, including for our business partners;
Develop and send you information about our and other parties’ products and services (for example, if you opt-in we may send you email and push notifications regarding content that may be of interest to you);
Provide you with advertising and send you offers;
Fulfill any other purpose at your direction; and
Any other information with notice to you and your consent.
Notwithstanding the above, we may use information that does not identify you (including information that has been aggregated or de-identified) for any purpose except as prohibited by applicable law.
4. Sharing of information
We share the information that we collect, including Private Information, in accordance with the practices described in this Privacy Policy. The categories of parties with whom we share information include the following:
Group Companies: We may share information with members of our group of companies, for the purposes described in this Privacy Policy.
Service Providers: We may share information with service providers who perform services and process information on our behalf, including without limitation, hosting services, payment processing services, analytics services, authentication and fraud prevention services, and marketing services. We contractually prohibit our service providers from retaining, using, or disclosing information about you for any purpose other than performing the service for us, although we may permit them to use information that does not identify you (including information that has been aggregated or de-identified) for any purpose except as prohibited by applicable law.
Vendors and Other Parties: We share information with vendors and other parties for analytics and advertising purposes. These parties may act as our service providers, or in certain contexts, independently decide how to process your information. For more information on advertising and analytics, see the “Analytics and Advertising” section below.
Business Partners: We share information with our partners in connection with offering co-branded services, selling or distributing products, or engaging in marketing or advertising activities.
Promotions: Our promotion may be jointly sponsored or offered by other parties. When you voluntarily enter a promotion, we share information as set out in the official rules that govern the promotion as well as for administrative purposes and as required by law (e.g., on a winners list). By entering a promotion, you agree to the official rules that govern that promotion, and may, except where prohibited by applicable law, allow the sponsor and/or other entities to use your name, voice and/or likeness in advertising or marketing materials.
Public Forums: We share information you make public through the Services, such Videos you post as a creator. Please think carefully before making information public as you are solely responsible for any information you make public. Once you have posted information, you may not be able to edit or delete such information, subject to additional rights set out in the “Your Rights and Choices” section below.
Other: (i) to comply with any applicable law, regulation, legal process, subpoena or governmental request; (ii) to enforce this Privacy Policy or any other agreement or terms of service between you and eko, and to defend against any claims or demands asserted against us by you or on your behalf; (iii) to protect the rights, property, health, security, or personal safety of eko, its users or anyone else; (iv) when eko is undergoing or negotiating any change in control, including by means of merger, acquisition or purchase of all or any portion of the assets of eko, or transfer of all or a portion of our business to another business; (v) at your request or direction; and (f) with notice to you and your consent.
5. Third Party Sites
We offer parts of our Services through websites, platforms, and services operated and controlled by other parties. The Platform may be available to you through our Site or App, or sites or apps operated by other parties. For example, we may offer embedded code or an SDK to allow other parties to use the Platform on their services. Unless explicitly stated otherwise by eko, any information collected by us through the Platform, including any associated code or SDK operated by eko, is subject to this Privacy Policy.
In addition, we integrate technologies operated or controlled by other parties into parts of our Services.
Some examples include:
Links: Certain links provided in the Site and App permit users to leave our Site and App and enter non-eko sites or use non-eko services. Most of such linked sites and services provide legal documents, including terms of use and privacy policies governing the use thereof. It is always advisable to read such documents carefully before using those sites and services in order to know what kind of information about you is collected.
Platform: Unless explicitly stated otherwise by eko, any information collected by us through the Platform, including any associated code or SDK operated by eko, is subject to this Privacy Policy. However, other parties may use eko's Video in their own websites or apps, and those parties may independently collect information about you. Such collection of information is governed by their own policies.
Liking, Sharing, and Logging-In: We may embed a third-party pixel or SDK on our Services that allows you to “like” or “share” content on, or log-in to your account through social media. If you visit a page that contains such integration, we may receive information from the social network that you have authorized to share with us. Please note that the social network may independently collect information about you through the integration.
Brand Pages: We may offer our content through social media. Any information you provide to us when you engage with our content (such as through our brand page or via our chatbot) is treated in accordance with this Privacy Policy. Also, if you publicly reference our Services on social media (e.g., by using a hashtag associated with eko in a tweet or post), we may use your reference on or in connection with our Services.
Please note that when you interact with other parties, including when you leave our Services, those parties may independently collect information about you and solicit information from you, which are not subject to this Privacy Policy.
6. Retention of Private Information
We use the servers of third parties, including Snowflake, Snowplow, AWS and auth0, in which we store, collect and process your information. These third parties’ software are using security and encryption mechanisms in order to keep the information secure and safe. Please visit the associated organization sites for a more comprehensive review of the storage details.
7. Analytics and Advertising
We use analytics services, such as those offered by Google, Snowplow and Appsflyer, hubspot to help us understand how users access and use the Services. In addition, we work with agencies, advertisers, ad networks, and other parties, such as Facebook and Google, to place ads about our products and services on other websites and services.
As part of this process, we may incorporate tracking technologies from us and our vendors and other parties into our own Services (including our website and emails) as well as into our ads displayed on other websites and services. These tracking technologies may collect data across time and services for purposes of measuring conversions or actions you take, associating the various devices you use, and serving ads and/or other content targeted to your interests (“Interest-based Advertising”). For instance, we incorporate pixels and SDKs from Facebook and Google on the Services and may share information with them for these purposes as well as to provide you with other functionality.
We also use audience matching services (which is a type of Interest-Based Advertising) to reach people (or people similar to people) who have visited our Services or are identified in one or more of our databases (“Matched Ads”). This is done by us sharing a list of hashed emails with an ad partner or incorporating a pixel or SDK from an ad partner into our own Services, and the ad partner matching common factors between our data and their data or other datasets. For instance, we use Facebook Custom Audiences to serve ads to our players on Facebook and Facebook Lookalike Audiences to serve ads to users on Facebook similar to our players.
As discussed above, vendors and other parties may act as our service providers, or in certain contexts, independently decide how to process your information.
8. Your Rights and Choices
Account Information: You may have certain choices with respect to information in your eko account. For example, you can update or remove the information you have provided in your profile or delete your account. We may require additional information from you to allow us to confirm your identity. Please note that even if you remove information or delete your account, we will retain and use information about you as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
Tracking Technology Choices
Cookies and Pixels: Most browsers accept cookies by default. You can instruct your browser, by changing its settings, to decline or delete cookies. If you use multiple browsers on your device, you will need to instruct each browser separately. Your ability to limit cookies is subject to your browser settings and limitations. For more information on cookies and how to limit the use of cookies, please refer to our Cookie Policy.
Do Not Track: Your browser settings may allow you to automatically transmit a “Do Not Track” signal to online services you visit. Note, however, there is no industry consensus as to what site and app operators should do with regard to these signals. Accordingly, unless and until the law is interpreted to require us to do so, we do not monitor or take action with respect to “Do Not Track” signals. For more information on “Do Not Track,” visit http://www.allaboutdnt.com.
App and Location Technologies: You can stop all collection of information via an app by uninstalling the app. You can also reset your device Ad Id at any time through your device settings, which is designed to allow you to limit the use of information collected about you. You can stop all collection of precise location data through an app by uninstalling the app or withdrawing your consent through your device settings.
Please be aware that if you disable or remove tracking technologies some parts of the Services may not function correctly.
Analytics and Interest-Based Advertising: You may opt out of the use of certain information collected by Google Analytics at: https://tools.google.com/dlpage/gaoptout
and
by Google Analytics for Display Advertising or the Google Display Network at: https://www.google.com/settings/ads/onweb.
The companies we work with to provide you with targeted ads are required by us to give you the choice to opt out of receiving targeted ads. Most of these companies are participants of the Digital Advertising Alliance (“DAA”) and/or the Network Advertising Initiative (“NAI”). To limit targeted advertising in our Apps, visit your device settings and: (i) reset your Advertising Identifier; and (2) turn off “Ad Personalization” (Android) or turn on “Limit Ad Tracking” (iOS).
To opt out of us sharing your hashed email address for Matched Ads, please contact us at privacy@eko.com and specify that you wish to opt out of Matched Ads. We will remove your email address from any subsequent lists shared with ad partners for purposes of Matched Ads.
Please note that if you opt out using any of these methods, the opt out will only apply to the specific browser or device from which you opt out. We are not responsible for the effectiveness of, or compliance with, any opt out options or programs, or the accuracy of any other entities’ statements regarding the opt out options or programs.
Communications
E-mails: You can opt-out of receiving promotional emails from us at any time by following the instructions as provided in emails to click on the unsubscribe link or emailing us at privacy@eko.com with the word UNSUBSCRIBE in the subject field of the email. Please note that you cannot opt-out of non-promotional emails, such as those about your account, transactions, servicing, or our ongoing business relations.
Push Notifications: If you have opted-in to receive push notifications on your device, you can opt-out at any time by adjusting the permissions in your device or uninstalling our App.
9. Data Transfer
Please be aware the information collected through the Services may be transferred to and stored on servers which may be located in countries outside of your jurisdiction and in a country that is not considered to offer an adequate level of protection under your local laws. Your use of the Services or provision of any information therefore constitutes your consent to the transfer to and from, processing, usage, sharing, and storage of information about you in the U.S., Israel, and other jurisdictions as set out in this Privacy Policy.
10. Children
Our general Services are intended for audiences over the age of sixteen (16), and not directed toward children. eko does not knowingly collect personal information (as defined by the U.S. Children’s Privacy Protection Act, or “COPPA”) from children under 13. If you are a parent or guardian and believe we have collected Private Information in violation of COPPA, contact us at privacy@eko.com. We will remove the Private Information in accordance with COPPA.
Please note that eko is not responsible for any uses of third-party sites that embed eko’s software, regarding their policies of children’s use and personal information.
11. Security and Shared Responsibility
The parties hereby acknowledge that security and privacy responsibilities in the cloud environment are shared between eko as the cloud provider, and the User. More specifically, eko is responsible for securing the underlying infrastructure, hardware, software, data centers, and all components supporting its Services. eko takes reasonable and appropriate security measures designed to maintain the security and integrity of the Services to help protect information about its Users from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction. However, the User is responsible for securing any content that a User submits, posts, or displays on or through eko’s Services (the “User Content”). This shared model or responsibility provides flexibility to meet each Users’ security and compliance needs. Users may implement additional controls to achieve regulatory compliance.
“User Content” is considered public information. Users store and submit User Content through the Services at their own risk and any and all User Content may be subject to unauthorized access or use. You are solely responsible for your User Content. eko assumes zero liability or obligation whatsoever to provide or guarantee the security, confidentiality, integrity, availability or privacy of any User Content. Even in the event of unauthorized access to, or loss, alteration or destruction of User Content, eko is not responsible in any way for recovering, replacing or reimbursing Users for any such User Content or remediating any issues related to security or privacy of User Content.
You represent and warrant that you own or have the necessary licenses and rights to use and authorize us to use all intellectual property and other proprietary rights in and to any and all User Content. Users grant eko a non-exclusive, royalty-free, worldwide, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform their User Content. You accept full responsibility for your User Content and any harm resulting from its use or access by others. We may delete or destroy any and all User Content at any time without notice to you.
In summary, the parties acknowledge eko secures the cloud itself, while the User secures their workloads and data within the cloud environment.
Please note, notwithstanding the aforementioned, generally, there are inherent risks in transmission of information over the Internet or other methods of electronic storage and therefore we cannot guarantee the security of the information.
12. Changes to the Privacy Policy
The terms of this Privacy Policy will govern the use of the Services and any information collected with respect thereto. eko reserves the right to change this Privacy Policy at any time, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the homepage of the Site and/or the App or we will send you an email regarding such changes to the e-mail address that you may have provided us with. Otherwise, all other changes to this Privacy Policy are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
13. Jurisdictional Disclosures
If you are a California, Colorado, Connecticut, Nevada, Utah or Vermont resident, or reside in Europe or Israel, the law may provide you with additional rights regarding our use of your Private Information.
Please review our Supplemental Privacy Notice, attached hereto and made a part hereof as Exhibit A, to learn more about these rights.
13. Have Questions?
If you have any questions or comments concerning this Privacy Policy, please contact us by email: privacy@eko.com.
This Privacy Policy applies to the following subsidiaries and affiliates of eko: JBF Interlude 2009 Ltd. and W*E Interactive Ventures, JV LLC.
This Privacy Policy has been designed to be accessible to people with disabilities. If you experience any difficulties accessing the information here, please contact us at privacy@eko.com.
Exhibit A
Supplemental Privacy Notice
Last Revised: November 20, 2023
The following disclosures supplement this Privacy Policy and apply only to consumers of particular jurisdictions (this “Supplemental Notice”). Specifically, this Supplemental Privacy Notice applies only to information collected about consumers in the following jurisdictions: (1) California, (2) Colorado, (3) Connecticut, (4) Nevada, (5) Utah, and (6) Virginia, as well as (7) Israel and (8) Europe. This Supplemental Notice describes our practices regarding the collection, use, and disclosure of Private Information and provides instructions for submitting data subject requests.
To the extent terms used in this Supplemental Notice are defined terms under the applicable US State Privacy Law, they shall have the meanings afforded to them in those statutes, whether or not capitalized herein. As there are some variations between such definitions in each of the state statutes, the definitions applicable to you are those provided in the statute for the state in which you are a consumer. For example, if you are a Virginia consumer, terms used in this Supplemental Notice that are defined terms in the VCDPA shall have the meanings afforded to them in the VCDPA as this Supplemental Notice applies to you.
Supplemental Notice for California Residents.
This Supplemental Notice for California Residents applies to our processing of Personal Information that is subject to the California Consumer Privacy Act of 2018 (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), effective as of January 1, 2023 (collectively, the “California Privacy Laws”). The California Privacy Laws provides California residents with the right to know what categories of Personal Information Pattern Brands has collected about them, the right to have Personal Information deleted, the right to opt out of the sale of Personal Information (if applicable), the right to opt in of the sale of Personal Information of consumers under the age of 16 (if applicable), the right to nondiscriminatory treatment for exercising any rights, the right to initiate a private cause of action for data breaches, the right to correct inaccurate Personal Information and the right to limit use and disclosure of sensitive Personal Information.
Disclosure for California Consumers
Unless specifically stated, we have not sold or shared Personal Information about California consumers to third parties for their own use in the past twelve (12) months. Relatedly, we do not have actual knowledge that we sell or share Personal Information of California consumers under 16 years of age. However, we may share your Personal Information with our affiliates and trusted partners in arrangements that may meet the broad definition of “sale” or “share” under California law. In these arrangements, use of the information we share is limited by policies, contracts, or similar restrictions. That said, we may share information with third-party advertising partners or analytics providers for the purpose of promoting our Services as described above, including for cross-context behavioral advertising. To the extent that such sharing is considered a “sale” under the CCPA, you may opt-out of having your Personal Information shared with such advertising partners or analytics providers by emailing us here: privacy@eko.com. For purposes of California law, a “sale” is the disclosure of Personal Information to a third party for monetary or other valuable consideration, and a “share” is the disclosure of Private Information to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration.
Additional Privacy Rights for California Residents
Right to Access. If you are a California consumer, you have the right to ask us to send you the following information up to two times in a twelve-month period: (i) categories of Personal Information we have collected about you; (ii) categories of sources from which we collected the Personal Information; (iii) our business or commercial purpose for collecting Personal Information; (iv) categories of third parties with whom we share Personal Information; (v) categories of Personal Information we disclose about you for business purposes; (vi) categories of Personal Information we sell or exchange for consideration about you; and (vii) the specific pieces of Personal Information we have collected about you.
Right to Delete. If you are a California consumer, you have the right to ask us to delete the Personal Information about you we have collected. We may deny the request if the information is necessary to: (i) complete a transaction, including providing a requested or reasonably anticipated good or service, or fulfill a contract between the consumer and Pattern ; (ii) detect and protect against security incidents, malicious, deceptive, fraudulent, or illegal activity, or take against those responsible for such activity; (iii) debug to identify and repair errors impairing intended functionality; (iv) comply with the California Electronic Communications Privacy Act; (v) engage in research in the public interest adhering to applicable ethics and privacy laws where the consumer has provided informed consent; (vi) enable solely internal uses reasonably aligned with the consumer’s expectations based on the consumer’s relationship with Pattern; (vii) comply with a legal obligation; or (viii) otherwise use the information internally in a lawful manner compatible with the context in which the consumer provided the information.
Right to portability. A consumer has the right to request Personal Information about the consumer be disclosed in a common file format.
Right to Opt-in or Opt-out of the sale of Personal Information. If a business sells Personal Information to third parties, California consumers have the right, at any time, to opt in or out of the sale or disclosure of their Personal Information to third parties.
Right to designate an authorized agent. You have the right to designate an authorized agent to make a request under the CCPA on your behalf. To designate an authorized agent, please contact us. Right to non-discrimination. The CCPA grants California consumers the right not to be discriminated against for exercising your privacy rights. If you exercise your privacy rights, we will not discriminate against you, for example, by denying you access to our shop or charging you different rates or prices for the same Services, unless that difference is reasonably related to the value provided by your data.
California Privacy Rights Act. In addition to the rights provided by the CCPA, California residents are provided with the following rights through the California Privacy Rights Act: (i) the right to request that incorrect or outdated Personal Information be corrected but not deleted; (ii) the right to restrict a business’s ability to process sensitive data about the consumer; and (iii) prohibition against a business making decisions about a consumer based solely on an automated process without human input.
California Shine the Light. The California “Shine the Light” law permits users who are California residents to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their Personal Information (if any) for their direct marketing purposes in the prior calendar year, as well as the type of Personal Information disclosed to those parties.
Disclosure About Direct Marketing for California Residents. California Civil Code § 1798.83 permits California residents to annually request certain information regarding our disclosure of Personal Information to other entities for their direct marketing purposes in the preceding calendar year. We do not distribute your Personal Information to other entities for their own direct marketing purposes.
Supplemental Notice for Colorado Residents. The Colorado Privacy Act provides Colorado residents with the following rights: (i) the right to opt out of the processing of Personal Information concerning the consumer; (ii) the right to confirm whether a business is processing Personal Information concerning the consumer and to access the consumer's Personal Information; (iii) the right to correct inaccurate Personal Information collected from the consumer; (iv) the right to delete Personal Information concerning the consumer; (v) the right to restrict a business’s ability to process Personal Information about the consumer, specifically to opt-out of processing for profiling/targeted advertising purposes; (vi) a prohibition against a business making certain decisions about a consumer based solely on an automated process without human input; and (vii) the right to data portability. When exercising the right to access Personal Information, a consumer has the right to obtain the Personal Information in a portable, and to the extent technically feasible, readily usable format that allows the consumer to transmit the data to another entity without hindrance. A consumer may exercise this right no more than two times per calendar year.
Supplemental Notice for Connecticut Residents. The Connecticut Data Privacy Act provides Connecticut residents with the following rights: (i) the right to confirm whether a business is processing Personal Information concerning the consumer and to access the consumer's Personal Information; (ii) the right to request that incorrect or outdated Personal Information be corrected but not deleted; (iii) the right to delete Personal Information concerning the consumer; (iv) the right to restrict a business’s ability to process sensitive data about the consumer- specifically to opt-out of processing for profiling/ targeted advertising purposes; (v) the right to request Personal Information about the consumer be disclosed in a common file format; (vi) the right to opt out of the sale of Personal Information about the consumer to third parties; and (vii) prohibition against a business making certain decisions about a consumer based solely on an automated process without human input.
Supplemental Notice for Nevada Residents. We generally do not disclose or share Personal Information for profit. If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Information to third parties who intend to license or sell that Personal Information. To exercise this right, if applicable, you or your authorized representative may submit a request to privacy@eko.com. If you have any questions, please contact us at privacy@eko.com. We will respond to your verified request as soon as reasonably practicable, but no later than sixty (60) days after receipt. If circumstances cause any delay in our response, you will be promptly notified and provided a date for our response.
Supplemental Notice for Utah Residents. The Utah Consumer Privacy Act provides Utah residents with the following rights: (i) the right to confirm whether a business is processing Personal Information concerning the consumer and to access the consumer's Personal Information; (ii) the right to delete Personal Information concerning the consumer; (iii) the right to restrict a business’s ability to process sensitive data about the consumer- specifically to opt-out of processing for profiling/ targeted advertising purposes; (iv) the right to request Personal Information about the consumer be disclosed in a common file format; and (v) the right to request to opt out of the sale of Personal Information about the consumer to third parties.
Supplemental Notice for Virginia Residents. The Consumer Data Protection Act provides Virginia residents with the following rights: (i) the right to confirm whether or not a controller is processing the consumer's Personal Information and to access such Personal Information; (ii) the right to delete Personal Information provided by or obtained about the consumer; (iii) the right to obtain a copy of the consumer's Personal Information that the consumer previously provided to the business in a portable and, to the extent technically feasible, readily usable format; (iv) the right to opt out of the processing of the Personal Information for purposes of, targeted advertising, the sale of Personal Information, or profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer; and (v) the right to restrict a business’s ability to process Personal Information about the consumer, specifically to opt-out of processing for profiling/targeted advertising purposes.
Disclosure for Colorado, Virginia, Utah, and Connecticut Consumers: Unless specifically stated, we do not sell or share Personal Information to third parties for their own use. However, we may share or process one or more of the above categories of Personal Information with our affiliates and trusted partners in arrangements for purposes of targeted advertising, as the terms “sell,” “share,” “process,” and “targeted advertising” are defined in the CPA, VCDPA, UCPA, and CTDPA. In these arrangements, use of the information we share is limited by policies, contracts or similar restrictions.
Supplemental Notice for Israeli Residents
These additional disclosures apply only to Israeli residents. By entering, connecting to, accessing or using the services, you consent to the collection, processing, transfer and use of your personal information. You also acknowledge and confirm that you are not legally required to provide us with your personal information and that such information is voluntarily provided to us.
If for any reason you wish to delete or modify your personal information, please send us an email with adequate details of your request to: privacy@eko.com, and we will make reasonable efforts to modify or delete any such personal information pursuant to any applicable privacy laws. Note that we may retain your personal information for as long as reasonably required for the purposes of which such personal information was collected or as long as we have a legitimate business purpose to retain it, all as permitted under any applicable privacy laws.
Supplemental Notice for European Residents - These additional disclosures apply only to data subjects in Europe.
Roles
Data protection laws in Europe distinguish between organizations that process personal data for their own purposes (known as “controllers”) and organizations that process personal data on behalf of other organizations (known as “processors”). eko acts as a controller with respect to personal data collected as you interact with our Services.
Lawful Basis for Processing
Data protection laws in Europe require a “lawful basis” for processing personal data. Our lawful bases include where: (a) you have given consent to the processing for one or more specific purposes, either to us or to our service providers or business partners; (b) processing is necessary for the performance of a contract with you; (c) processing is necessary for compliance with a legal obligation, such as disclosure of information to authorities where we are obligated to do so; or (d) processing is necessary for the purposes of the legitimate interests pursued by us or a third party, where your interests and fundamental rights and freedoms do not override those interests.
Data Transfer outside the EEA
The personal data collected from you by eko, as detailed in this Privacy Policy, may be transferred to, and stored at, servers which may be located in countries outside the European Economic Area (EEA). We apply strict safeguards when transferring it outside of the EEA, which may include the following:
Transferring your personal data to countries approved by the European Commission as having adequate data protection laws, such as Israel;
Entering into standard contracts that have been approved by the European Commission and which provide an adequate level of high quality protection, with the recipients of your personal data; and
Transferring your personal data to U.S. organizations that are Privacy Shield certified, as approved by the European Commission.
Your Data Subject Rights
You have the right to access, rectify, or erase any personal data we have collected about you. You also have the right to data portability and the right to restrict or object to our processing of personal data we have collected about you. In addition, you have the right to ask us not to process your personal data (or provide it to third parties to process) for marketing purposes or purposes materially different than for which it was originally collected or subsequently authorized by you. You may withdraw your consent at any time for any data processing we do based on consent you have provided to us.
Please note that we retain information as necessary to fulfill the purposes for which it was collected, and may continue to retain and use information even after a data subject request for purposes of our legitimate interests, including as necessary to comply with our legal obligations, resolve disputes, prevent fraud, and enforce our agreements.
If you have any issues with our compliance, you may contact us at privacy@eko.com. You have the right to lodge a complaint with the data protection regulator in your jurisdiction.
Cookie Policy
This cookie policy (“Cookie Policy”) explains what cookies are and how Interlude US Inc. (d/b/a eko), its subsidiaries and affiliates, (together, “eko”, “we”, “our” or “us”), use them when you (“User(s)”, “you”, “your”) visit and/or use any of the following: Our branded mobile application (the “App”), the eko Studio app available at: https://studioapp.eko.com, (“eko Studio”), eko’s video platform technology available at https://platform.eko.com, (the “Platform”), the interactive videos on the Platform (the “Videos”), eko’s websites and subdomains (the “Sites”) and any other online services operated by eko that link to this Privacy Policy (the “Online Services”) (collectively, the App, eko Studio, the Platform, the Videos, the Sites, and the Online Services shall be referred to as the “Services”). It also explains the different types of Cookies we use, and how you can change or delete them.
We hope that this policy will assist you in understanding and feeling more confident about our use of Cookies. We are committed to ensuring that your privacy is protected. We aim to be as open and transparent as possible around the information we collect, use and share.
For information on how your information is collected and used by us in general, please see our Privacy Policy at [https://eko.com/legal-terms#privacy] (“Privacy Policy”).
In this Cookie Policy, reference to "Cookies" includes cookies and all other files that collect information in a similar manner. Please note that most Cookies do not collect information that identifies you and will instead collect more general information such as how Users arrive at and use the Services, or a User’s general location.
1. What are Cookies?
Cookies are small text files which are stored on, and accessed from, your computer or mobile device when you visit or use the Services. We use cookies, web beacons, pixels, clear gifs and other similar tools (collectively, "Cookies") on the Services to recognize your device from those of other Users of the Services, to improve the Services' performance, to deliver a better and more personalized service according to the User's individual interests and the device or browser used, to track Users' use of the Services, to gather information about the Users' approximate geographic location (e.g. city) to provide localized content, to prevent fraud and/or abuse, to estimate our audience size and usage pattern and perform other analytics, to develop our Services and to administer targeted advertising and our advertising campaigns to Users across different websites and devices.
2. How Long Will Cookies Stay on My Device?
Most of the Cookies we use are erased from your device immediately after your browser session terminates ("Session Cookies"). Other Cookies remain saved on your device and enable us to recognize your device in the event of a later visit to our Site, App, Eko Studio and Embedded Video Players ("Persistent Cookies"). Persistent Cookies allow us to make the Services more user-friendly, effective and safe and to record your acceptance of our Cookie Policy detailed herein. Please note that the data collected through Cookies will not be kept for longer than is necessary to fulfil the purposes mentioned above.
3. First - and Third - Party Cookies
First-Party Cookies are Cookies that belong to us and that we place on your device. Third-party Cookies are Cookies that another party, which provides us a service, places on your device through your use of the Services. For example, to administer the Services and for research purposes, we have contracted third-party service providers to track and analyze statistical usage and volume information from our Users. Third-party Cookies may also be placed on your device by our business partners so that they can use them to advertise products and services to you elsewhere on the Internet or so that they may provide you with behavioral advertising via our Site, App and Embedded Video Players.
4. Do We Track Whether Users Open Our Emails?
Our emails may contain a single "web beacon pixel" which enables us to verify whether our emails (and any links or advertisements within the email) are opened. We may use this information to determine whether our emails are of interest to Users, to approach Users who do not open our emails and verify whether they wish to continue receiving them and to inform our advertisers in aggregate of the audience size for their advertisements. Please note that such "web beacon pixel" will be deleted once you delete the email from your email account. If you do not wish the "web beacon pixel" to be downloaded to your device at all, please set your email account settings to receive emails from us in plain text rather than HTML.
5. What sort of Cookies Do the Services Use?
Generally, our Cookies perform the following functions:
Essential Cookies: Those Cookies are essential to navigate around the Services and use its features. For example, they allow us to remember your Cookie preferences and to verify if something is not working properly, so we can fix it quickly.
Analytical and Performance Cookies: Those Cookies are used to analyze how our Users use the Services and to monitor Services' performance. For example, we might use performance Cookies to keep track of which pages are frequently visited and from what locations our Users come from. We might also use these Cookies to highlight the Services that we think will be of interest to you based on your usage of the Services. We generally use third party Cookies to perform these services, for example, Google Analytics and Snowplow.
Functionality Cookies: Those Cookies allow us to operate the Services in accordance with your preferences when browsing or using the Services For example, such Cookies save you the trouble of typing in a username every time you access the Site and App, and recall your customization preferences, such as your preferred text size, fonts, languages and other parts of the Services that are alterable.
Targeting and Tracking Cookies: Those Cookies collect information about your activities when using the Services and other apps and websites, to provide you: (i) Online Behavioral Advertising, for which Cookies are placed on your device by our third party service providers to collect data from your activities on our Services and your web browsing activity, and group together your interests in order to provide you with targeted advertisements which are more relevant to you when you visit or use our Services (please note that your web browsing activity history and information derived from your activities on our Services can be used to deduce certain demographic information which relate to you, such as your age and gender); and (ii) retargeting, which enables our advertising partners to show you advertisements selected based on your online browsing activity on other websites, thus allowing companies to advertise to people who previously visited their website. We may allow our third-party service providers to use Cookies on our Services for the purposes identified above, including collecting information about your online activities over time and across different websites. For more information on the development of user-profiles and the use of targeting/advertising Cookies, please see www.youronlinechoices.eu or https://www.networkadvertising.org/understanding-online-advertising/what-are-my-options/.
Social Networking Cookies: Those Cookies are used so that Users can interact with the content of different social platforms (Facebook, Twitter, Pinterest, etc.) which are generated specifically for individual users of these social networks. The conditions of use regarding these cookies and the information collected is regulated by the privacy policy of the corresponding social platform.
Below is a non-exhaustive list of certain specific Cookies you can find on our Services:
6. Can a User block Cookies?
Most devices and browsers will allow you to erase Cookies from your device’s hard drive, block acceptance of Cookies, or receive a warning before a cookie is stored. However, if you block or erase Cookies, your experience of the Site, App, Eko Studio and Embedded Video Players may be limited. Please note that unless you block the acceptance of Cookies, the Site, App, Eko Studio and Embedded Video Players will utilize Cookies upon your use of the Site, App, Eko Studio and Embedded Video Players (all unless it is required by applicable law to provide a separate consent to use such Cookies, and in which case we will use such Cookies only after we receive your separate consent to such use and subject to your right to withdraw such consent at any time). If you want to remove previously stored Cookies, you can manually delete the Cookies at any time. However, this will not prevent the Site, App, Eko Studio and Embedded Video Players from placing further Cookies on your device unless and until you adjust your settings as described above.
For detailed instructions regarding the blocking of Cookies, please refer to your browser ‘help’, ‘tool’ or ‘edit’ section or see http://www.allaboutcookies.org/manage-cookies/. Below are links to instructions regarding the blocking of Cookies on commonly used web-browsers:
7. Opting out of performance Cookies
It is possible to opt-out of having your browsing activity within the Services recorded by performance Cookies. Please note that we use Google Analytics as our service provider in order to track Users' activities on the Services, including by use such service's persistent Cookies. Google provides a browser-add on which allows users to opt-out of Google Analytics across all websites, which can be downloaded here: You may opt out of Snowplow by using this form: https://mintmetrics.io/privacy-right-to-be-forgotten/ and Appsflyer by using this link: https://www.appsflyer.com/optout.
8. Opting out of target advertising Cookies
Please note that if you want to opt out from receiving targeted advertising, this does not mean that you will receive less advertising when you use the Services, but rather that the advertising you see will not be as customized to your interests.
You can visit the following sites, which will provide you further information, a list of all Cookies that are currently set on your device and instruction on how to opt-out of each of them:
Internet Advertising Bureau’s consumer advice site at: http://www.youronlinechoices.com/uk/your-ad-choices
or
the Network Advertising Initiative (NAI) opt-out page at: http://optout.networkadvertising.org/?c=1#!%2F
You may also opt-out of certain advertising cookies directly, by using the following links:
Audigent - https://audigent.com/optout
Adpredictive - https://adpredictive.com/privacy/opt-out/
Google Ads - https://support.google.com/ads/answer/2662922?hl=en
9. Changes to the Cookie Policy
eko reserves the right to change this Cookie Policy at any time, so please re-visit this page frequently to check for any changes. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and App or we will send you an e-mail regarding such changes to the e-mail address that you may have provided us with. Otherwise, all other changes to this Cookie Policy are effective as of the stated “Last Revised” and your continued use of the Site and App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
11. Have any Questions?
If you have any questions (or comments) concerning this Cookie Policy, please send us an email to the following address: privacy@helloeko.com
Last Revised: November 19, 2023