Terms of Service

BY USING OR SIGNING UP FOR EKO, YOU AGREE TO PLAY BY THESE RULES. WE’RE HERE TO MAKE YOUR LIFE EASIER AND KEEP THINGS RUNNING SMOOTHLY! IF YOU'RE ACCEPTING THESE TERMS ON BEHALF OF YOUR COMPANY, YOU’VE GOT TO HAVE THE AUTHORITY TO DO SO. NO FAKES HERE!

AS USED HEREIN, THE FOLLOWING DEFINITIONS SHALL APPLY:

Agreement or Terms: These Terms of Service and any materials and links referred to within.
Client or You: The individual or legal entity subscribing for the services under this agreement.
Client Data: Any and all information or data that’s processed or stored on computers or other electronic media by you, on your behalf, or by any third party for you.
Customer: The individual or legal entity who purchases an item from your website or online store.
Data: Events tracked by Eko to enable content optimization. By accepting these Terms, you acknowledge that the data may be subject to third-party marketplace restrictions.
Eko: Refers to Interlude US, Inc. and its affiliates.
Item(s): The product(s) you offer, as described in the order form.
Parties: You (the client) and Eko together.
Platform: Eko’s proprietary platform that allows its customers to manage and optimize solutions, import visual content from various sources, and display it in Eko’s Smart Gallery.
Raw Images: Original images or video frames captured without any software alterations, adjustments, or enhancements. These files remain in their unedited form and can be used by you as you wish.
Raw Videos: Original videos captured without any software alterations, adjustments, or enhancements. These files remain in their unedited form and can be used by you as you wish.
Store: Your website or online store where customers can purchase items.
Studio: Eko’s studio located in Bentonville, Arkansas.
Smart Gallery Solutions: Digital modules and features that allow user-controlled engagement with content. These include various media formats and interactive components, such as interactive video experiences and high-resolution product images and videos, which are delivered to Customers via Eko’s Smart Gallery.

1. The Smart Gallery

By agreeing to these Terms, Eko will provide you with limited, non-exclusive, non- transferable, revocable, and non-sublicensable access to the Platform, enabling you to manage, customize, and optimize visual shopping experiences across your ecommerce store through the “Smart Gallery”, which is inclusive of the associated technology, software, features, functionalities and tools (the “Smart Gallery”) which enable the delivery of Smart Gallery Solutions.

Your subscription to Eko’s Platform provides you with the following functionalities and services, the scope of which shall be in accordance with type of your subscription as indicated in an applicable order form signed by you.:

Access to your personalized Smart Gallery settings
Analytics and data dashboard to help you track performance
Use of our interactive video player across supported regions

We reserve the right to change, modify, or remove any features or parts of the Platform (including the Smart Gallery) at any time, but we’ll let you know if we do.

2. Eko Studio

To give you the best possible results, we’ll take high-quality photos and videos of your products at our Studio. You’ll need to send the items to us, and once we have them, we’ll shoot, process, and display them using our Smart Gallery. Keep in mind, some third-party platforms may have restrictions on how these images can be used. You’re responsible for the cost of sending the items to the Studio and picking them up after the shoot (if you want them back).

3. Integration

Once you agree to these Terms, you’ll need to integrate Eko into your Store. This integration is for direct-to-consumer (DTC) customers only and does not apply to customers coming through third-party platforms that connect vendors to their own marketplace.

The Eko integration provides the following functionalities for your store:

A secure connection with the Platform to display the Smart Gallery in your Store
Rendering the Smart Gallery on your Store’s pages
Updating the Smart Gallery and its features on your Store’s pages
Tracking the performance of the Smart Gallery and running tests on different versions of your product visuals

Integration can be done in a few ways:

Using Eko’s app for the relevant e-commerce platform
Using Eko’s SDK
Or as instructed by Eko

4. Term, Termination, and Payment of Fees

This Agreement starts the day you accept it and lasts for 30 days (the “Initial Period”). After that, it will automatically renew for the same period unless one of us gives notice at least 30 days before the renewal date. Once the Initial Period is over, either of us can cancel the Agreement by giving 30 days' written notice. If either of us ends the Agreement, your access to the entire Platform (including the Smart Gallery) will immediately stop, except for any Raw Images or videos you’re entitled to keep.

Payment of Fees

You agree to pay all fees (including setup fees and monthly subscription) on time, as outlined in your order.
If you need any re-shoots of your products, extra charges will apply.
If you want to include extra props, models, or accessories in the shoot, you’ll cover all related costs (including transportation and third-party fees). Eko isn’t responsible for any expenses related to additional items.
If you cancel before the term ends, all unpaid fees become due immediately. We don’t issue refunds.
Taxes (like sales or value-added taxes) aren’t included in the fees, and you’re responsible for paying them. If we’re required to collect taxes, we’ll send you an invoice unless you provide a valid tax exemption certificate.
If we need to increase the fees, we’ll give you 90 days’ notice. If you keep using the Platform after the increase, it means you agree to the new fees.
If you don’t pay on time, we might charge you a late fee (up to 1.5% per month) or cancel your order and require shorter payment terms moving forward.

5. Right to Access the Platform & Smart Gallery; Ownership; Client Data

We’re giving you a limited right to access and use the Platform, including the Smart Gallery, for your own purposes during the term of this Agreement. You don’t actually own the Smart Gallery or any part of it—Eko keeps all the rights, including copyright, trademarks, patents, and other intellectual property. Everything related to the Smart Gallery—copies, derivative works, and any trade secrets—is Eko’s property.

License to Client Data
You’re giving us a worldwide, royalty-free license to host, copy, transmit, and display your data (“Client Data”) in order to provide the services you’ve signed up for. This means we can use your data to make the Smart Gallery and other parts of the Platform work for you. We can also use your data as part of aggregated and anonymized information for any purpose, like improving our services or doing market research. This aggregated data doesn’t identify you, and we can use it even after our Agreement ends.

Promotional License
In addition, we have the right to use, edit, and display any content or results that come from your use of the Smart Gallery, such as images, videos, or reports. We can use these for promoting Eko’s business or for internal purposes. This includes showcasing your content on our website, in marketing materials, or in case studies. Don’t worry, though—this won’t cost you anything extra, and we’ll always respect your privacy.

These rights and licenses continue even after our Agreement ends, so we can keep using your data for the purposes mentioned above.

6. Usage Restrictions

You agree not to:

Use the Platform (including the Smart Gallery) for anything other than its intended purpose, or make it available for anyone else’s benefit.
Sell, resell, license, sublicense, rent, or lease your access to the Platform or Smart Gallery, or include it in any service bureau or outsourcing offering.
Use the Platform or Smart Gallery to store or send any content that’s illegal, infringes on third-party rights, or is otherwise harmful or tortious.
Use the Platform or Smart Gallery to store or send any malicious code.
Disrupt or interfere with the performance or integrity of the Platform, Smart Gallery, or any data in them.
Try to gain unauthorized access to the Platform, Smart Gallery, or their systems and networks.
Allow anyone else to use the Platform or Smart Gallery in a way that bypasses any usage limits.
Copy any part of the Platform or Smart Gallery, including their features, functions, or user interface.
Frame or mirror any part of the Platform or Smart Gallery, except for your own internal business use.
Access the Platform or Smart Gallery to monitor availability, test performance, or help develop a competing service.
Reverse-engineer the Platform or Smart Gallery (unless permitted by law).

7. 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.

8. 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 Smart Gallery and the means by which you acquired such data, (c) to prevent unauthorized access to or use of the Smart Gallery, and notify Eko promptly of any such unauthorized access or use, and (d) use the Smart Gallery only in accordance with the Agreement, the applicable Order and applicable laws and government regulations.

9. Confidentiality

Any information that is naturally considered confidential, whether it’s marked “confidential” or not, must be treated as such. Both Parties agree to:

Use the other party’s confidential information only for the purposes outlined in this Agreement.
Protect the other party’s confidential information with at least the same level of care used to protect their own, but no less than what is considered reasonable.
Only share confidential information with people who need to know (such as employees, agents, subcontractors, auditors, or legal counsel) who are bound by confidentiality obligations.
If either party is required by law to disclose confidential information, they’ll notify the other party beforehand to give them a chance to prevent the disclosure.

How Long Does Confidentiality Last?

Confidential information must be protected for three years from the date it’s disclosed.

What Isn’t Confidential? Confidential information doesn’t include:

Information that becomes public (not because of a breach of this Agreement).
Information you already had, as long as you didn’t have a duty to keep it confidential.
Information you receive from a third party, as long as they don’t have a duty to keep it confidential.
Information you independently develop without using the other party’s confidential information.

Just to clarify, “Client Data” is not considered confidential under this section.

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 the rights of artists and content owners. If we receive a valid notice of copyright infringement, we’ll follow the Digital Millennium Copyright Act (DMCA) to remove the infringing content.

If you believe that your copyrighted work has been copied and is available through the Platform and Smart Gallery, you can send us a notice at legal@Eko.com. To make sure your notice is valid under the DMCA, please include the following information:

A physical or electronic signature of someone authorized to act on behalf of the copyright owner.
A description of the copyrighted work you believe has been infringed.
Identification of where the infringing material is located on the Smart Gallery.
Your contact information, including your address, phone number, and email (if available).
A statement that you have a good faith belief that the use of the material isn’t authorized by the copyright owner.
A statement that the information in your notice is accurate, and under penalty of perjury, that you’re authorized to act on behalf of the copyright owner.

Please be aware that under federal law, if you knowingly misrepresent that material is infringing, you could face criminal charges for perjury and civil penalties, including damages, court costs, and attorney’s fees.

In line with the DMCA and other laws, Eko has a policy to terminate or limit access to users who are found to repeatedly infringe copyright. We may also, at our discretion, limit access to the Platform and Smart Gallery or terminate the accounts of Clients who infringe intellectual property rights, even if it’s not a repeat offense.

12. Feedback

Eko isn’t obligated to treat any feedback you provide as confidential. This means that we can use, disclose, publish, or profit from your feedback without needing to compensate or credit you. Even if we have a confidentiality agreement in place, feedback won’t be considered your confidential information or a trade secret.

What’s Feedback? Feedback includes any suggestions or ideas you have for improving or modifying Eko’s products or services. It doesn’t include suggestions that only address your own products or services. By providing feedback, you’re giving Eko a fully paid, royalty-free, worldwide, and transferable license to use and incorporate that feedback into the Smart Gallery or other parts of the Platform. We can sublicense it as much as we need, and this license is perpetual and can’t be revoked.

13. DISCLAIMER OF WARRANTY

TO THE FULLEST EXTENT ALLOWED BY LAW, EKO’S WEBSITE, PLATFORM (INCLUDING THE SMART GALLERY), TOOLS, SOFTWARE, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THIS MEANS WE’RE NOT MAKING ANY PROMISES ABOUT HOW THEY’LL WORK. NEITHER EKO NOR ITS EMPLOYEES, VENDORS, OR PARTNERS (COLLECTIVELY, “EKO’S REPRESENTATIVES”) MAKE ANY WARRANTIES—WHETHER EXPRESS, IMPLIED, OR STATUTORY—ABOUT TITLE, NON-INFRINGEMENT, USABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

YOU MAY HAVE CERTAIN CONSUMER RIGHTS UNDER LOCAL LAWS THAT WE CAN’T CHANGE, BUT IF THERE’S ANY CONFLICT BETWEEN THOSE RIGHTS AND OUR DISCLAIMERS OR WARRANTIES, THE TERMS IN THIS AGREEMENT WILL TAKE PRECEDENCE WHEN IT COMES TO EKO’S DISCLAIMERS.

ADDITIONALLY, EKO DOESN’T MAKE ANY GUARANTEES ABOUT:

THE ACCURACY OF RESULTS FROM USING THE PLATFORM.
THE ACCURACY OF ANY DATA WITHIN THE PLATFORM.
THE PLATFORM RUNNING WITHOUT ERRORS OR INTERRUPTIONS.
THE SECURITY OF THE PLATFORM FROM ANY MALFUNCTION, MISTAKES, OR ATTACKS.
THE NETWORK OR INFRASTRUCTURE YOU’RE USING TO ACCESS THE PLATFORM.

USING THE PLATFORM (INCLUDING UPLOADING AND DOWNLOADING CONTENT) IS AT YOUR OWN RISK, AND YOU’RE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT MAY OCCUR.

NOTE: SOME STATES OR JURISDICTIONS DON’T ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO PARTS OF THIS DISCLAIMER MIGHT NOT APPLY TO YOU.

14. Compliance with Americans with Disabilities Act (“ADA”)

Eko is making efforts to comply with the Web Content Accessibility Guidelines 2.0, Level AA (WCAG-2.0 AA), which are designed to make web content more accessible. However, please be aware that Eko’s website and Smart Gallery may link to third-party websites that we don’t control, and these third parties may not follow the same accessibility standards. As laws and standards for accessibility change, Eko is committed to keeping its online content up to date. If you encounter any accessibility issues, please reach out to us at legal@eko.com. We also encourage you to contact us if you need any alternative communication methods or accessible formats.

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 SMART GALLERY EVEN IF EKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; INCLUDING THE ACTIONS AND/OR INACTIONS OF ANY (I) NON-EKO PROVIDERS, AS DETAILED IN THIS AGREEMENT, AND/OR (II) ANY OTHER THIRD PARTY SERVICE PROVIDER(S). 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 SMART GALLERY 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 LIABILITY FOR CONSEQUENTIAL 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 protect Eko (including our employees, agents, vendors, partners, lawyers, affiliates, and anyone else associated with us) from any third-party claims, damages, losses, liabilities, costs, and expenses (including attorney fees) that arise from:

Your use or misuse of Eko’s Platform and the Smart Gallery.
Your violation of any terms in this Agreement.
Your violation of third-party rights, including intellectual property or privacy rights (for example, copyright, trademark, or patent issues).
Any damage you cause to a third party related to your use of Eko’s Platform or the Smart Gallery.

This indemnification is limited to third-party claims and stays in effect even after the Agreement ends.

We also reserve the right to take over the defense of any issue that falls under your indemnification responsibilities. Even if we take control of the defense, you’re still responsible for indemnifying us, and you’ll need to fully cooperate with us. Additionally, you agree not to settle any issue covered by indemnification without first getting our written approval.

19. Audit Rights

Eko (or a third party hired by Eko) has the right to inspect and audit your accounts, records, and data at any time to make sure you’re following the terms of this Agreement. Eko will cover the cost of the audit, unless the audit shows that you’ve seriously breached the Agreement. In that case, you’ll be responsible for paying back the reasonable costs and expenses of the audit.

20. Dispute Resolution

If we have a dispute, here’s how we’ll handle it: Either of us can send a written notice to start resolving the issue. We’ll both look into it and try to settle it within 30 days. If we don’t reach an Agreement within 45 days, we can move to arbitration. If negotiations fail, either of us can start arbitration through the Judicial Arbitration and Mediation Services, Inc. (JAMS) in New York. We’ll each suggest arbitrators, and if we can’t agree, JAMS will pick one. The arbitrator’s decision will be final and binding. We’ll split the costs as per JAMS rules, and if one of us doesn’t comply, the other can recover costs, including attorney fees, through litigation.

21. General

This Agreement is governed by New York state law, and any disputes will be handled in New York courts. The U.N. Convention on Contracts for the International Sale of Goods doesn’t apply here. Eko can transfer or assign this Agreement without needing your consent, but you can’t transfer or assign it without getting our written approval first. If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement will still apply. This document represents the entire Agreement between us regarding the Platform (including the Smart Gallery) and replaces any previous agreements or discussions we might have had on the topic. You can’t make changes to this Agreement unless Eko agrees to them in writing. We’re independent contractors, which means this Agreement doesn’t create a partnership, joint venture, or any employer-employee relationship between us. Lastly, no waiver of any rights under this Agreement will be effective unless it’s in writing and signed by the party giving the waiver. If either of us delays in exercising our rights, it doesn’t mean we’re giving up those rights.