Terms of Use
Last Updated: 8 November, 2024
These Terms of Use (“Terms”) constitute an agreement between you (“you”) and Somo Labs Inc. and its affiliates or assigns (collectively, “Ethos,” “we,” “us” or “our”). By accessing this website or any related websites operated by Ethos and any applications available on or through such websites (collectively, the “Site”), you signify that you have read, understand, and agree to be bound by these Terms. The Site may be accessible via websites or applications, whether owned and/or operated by us or third parties, including without limitation, through our website at www.askethos.com and any of our related applications. Please read these Terms carefully. You should print a copy of these Terms for your records.
Account Registration
You may be given the opportunity to register to create a user account (“Your Account”). By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information on the Site so that it remains current, complete and accurate. During the registration process, you may be required to choose a password and/or user name. You acknowledge and agree that Ethos may rely on this password or user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) or password(s), if any. You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms of Use.
Any conduct that in Ethos’s sole discretion restricts or inhibits anyone else from using or enjoying the Site will not be permitted. Ethos reserves the right in its sole discretion to remove or edit User Content created or uploaded by you and to terminate Your Account for any reason.
Consent to Communications
When you register or create an account on the Site, you consent to receive communications from us electronically via the Site, email, or otherwise.
Mobile Devices and Mobile Applications
If you use a mobile device to access the Site optimized for mobile-viewing, opt in to receive SMS (text messages) from Ethos (as/when available), or use a mobile application, the following additional terms and conditions also apply to you.
You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details.
You may opt in to receive SMS text messages on your mobile device. Your consent is not required as a condition of purchasing any goods or services from us. Data obtained from you in connection with this text messaging service may include your mobile phone number, your carrier’s name, and the date, time, and content of your messages and other information you provide to Ethos as part of this service. Ethos may use this information to contact you and provide services you request from Ethos.
Ethos will not be liable for any delays in the receipt of any text messages. Delivery is subject to effective transmission from your network operator. You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise.
Eligibility
You represent and warrant that you: (a) are at least eighteen (18) years of age, unless otherwise required under applicable law; (b) have not previously been suspended or removed from the Site; (c) do not have more than one account at any given time for the Site; (d) will only provide us with true, accurate, current and complete information if you register for an account; and (e) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.
User Content
You are solely responsible for the content and information (collectively referred to as “User Content”) that you post or upload on the Site. By submitting User Content to the Site, you automatically grant Ethos the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties.
User Content uploaded or otherwise communicated on the Site shall comply with all applicable law and regulations, which you are responsible for knowing and understanding. You are prohibited from posting or otherwise communicating to us, or any other user of the Site any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity).
You understand and agree that we, without any obligation to do so, may monitor or review any User Content you post, upload or otherwise communicate through the Site. We reserve the right to remove any such User Content, in whole or in part, at our sole discretion, that violates these Terms, is likely to harm our reputation, is deemed inappropriate or otherwise poses a risk of harm to any other person. We reserve the right to deactivate your Account or otherwise prevent your use and/or participation on Site at any time and for any reason.
You agree that we may access, preserve and disclose your account and any User Content posted, uploaded, received or otherwise communicated if required to do so by law or with the good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with an enforceable subpoena or other legal process; (ii) enforce these Terms; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Site in the future; or (v) protect the rights, property or personal safety of Ethos or its members, employees, agents, affiliates, residential communities or any other person.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Content by Ethos or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release Ethos, and its licensees, successors and assigns, from any claims that you could otherwise assert against Ethos by virtue of any such moral rights. You also permit any other user to access, view, store or reproduce the User Content for that user's personal use.
User Content submitted by you will be considered non-confidential and Ethos is under no obligation to treat such User Content as proprietary information except pursuant to Ethos’s Privacy Policy. Without limiting the foregoing, Ethos reserves the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. Ethos is under no obligation to edit, delete or otherwise modify User Content once it has been submitted to Ethos. Ethos shall have no duty to attribute authorship of User Content to you, and shall not be obligated to enforce any form of attribution by third parties.
Intellectual Property
The Site, the content, any materials downloaded, and all intellectual property pertaining to or contained on the Site (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by Ethos or third parties; all rights, title, and interest will remain the property of Ethos and/or such third-party owner, as applicable. All content is protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws.
You are authorized to view and retain a copy of pages of the Site only for your own personal, non-commercial use. You may also view and make copies of relevant documents, pages, images, or other materials on the Site for the purpose of transacting business with Ethos. You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, or in any way distribute or exploit the Site, or any portion of the Site, for any public or commercial use, without the express written consent of Ethos. Additionally, you agree that you: (a) will not remove or alter any author, trademark, other proprietary notice, or legend displayed on the Site (or printed pages produced from the Site), and (b) will not make any other modifications to any documents obtained from the Site other than in connection with completing information required to transact business with Ethos.
Third-Party Content
The Site provides access to certain content, data, and information made available by third-party sources (“Third-Party Content”) solely for research and informational purposes. Ethos does not create, endorse, verify, or assume any responsibility for the accuracy, completeness, reliability, or legality of Third-Party Content available on the Site. Ethos makes no representations or warranties, express or implied, concerning the Third-Party Content, including but not limited to warranties of accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement.
ETHOS SHALL NOT HAVE ANY LIABILITY UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH THIRD-PARTY CONTENT.
No Financial, Legal, or Professional Advice
ETHOS IS NOT A FINANCIAL, LEGAL, TAX, OR PROFESSIONAL ADVISOR. THE SITE AND ALL CONTENT WITHIN ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO PROVIDE FINANCIAL, LEGAL, TAX, INVESTMENT, REAL ESTATE, OR OTHER PROFESSIONAL ADVICE.
Intellectual Property Infringement
Ethos respects the intellectual property rights of others, and we ask you to do the same. Ethos may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Site and/or in the Service, please provide notice to Ethos at support@askethos.com. The notice must include all of the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted and/or trademarked work claimed to have been infringed, or if multiple works at a single online location are covered by a single notification, a representative list of such works at that location;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Ethos to locate the material;
Information reasonably sufficient to permit Ethos to contact you as the complaining party, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted;
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 and/or trademark owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Ethos’s agent for notice of claims of copyright or trademark infringement can be reached at support@askethos.com.
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Use of Information and Materials
The information and materials contained on the Site, and these Terms, policies, and descriptions on the Site, are subject to change. You accept sole responsibility for all of your activities using the Site. Your use of the Site is limited to the intended function of the Site. Unauthorized use of the Site and systems, including but not limited to unauthorized entry into Ethos’s systems or misuse of any information posted on the Site, is strictly prohibited. You may not use the Site in a manner that:
harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights);
is unlawful, fraudulent, or deceptive;
uses technology or other means to access content or systems of Ethos in a manner that is not authorized by Ethos;
uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access content or systems of Ethos;
attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
attempts to gain unauthorized access to Ethos’s computer network or user accounts;
encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
violates these Terms or any other Ethos policies;
attempts to damage, disable, overburden, or impair Ethos servers or networks;
fails to comply with applicable third-party terms; or
constitutes any other inappropriate conduct, as determined by us in our sole discretion.
Your Information and Disclosure to Third Parties
When providing information when you use the Site, you agree to provide accurate, current, and complete information and to update such information while you continue to use the Site.
Ethos has made a commitment to protecting the privacy of those who use the Site. Please review our Privacy Policy, available at askethos.com/privacy. The Site’s Privacy Policy is incorporated by reference in these Terms. By using the Site, you are consenting to and agreeing to be bound by the Privacy Policy.
System Outages, Slowdowns, and Capacity Limitations
At times you may experience difficulty accessing the Site or communicating with Ethos through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems. Any computer system or other electronic device, whether it is yours, an Internet service provider’s, or Ethos’s, can experience unanticipated outages or slowdowns or have capacity limitations. Ethos is not responsible for failure or delay of performance caused by such problems.
Security
Ethos makes no warranty whatsoever to you, express or implied, regarding the security of the Site, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Site. You acknowledge and agree that you are solely responsible for maintaining the security of your devices and passwords. Ethos is not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone to whom you have given access. You are required to notify us of any unauthorized use of the Site by contacting us at support@askethos.com.
To protect the security of your information, Ethos may require you to authenticate your identity (i.e., prove that you are who you say you are) when you use the Site.
Links to Other Websites and Services
The Site may contain links to outside services and resources, the availability and content of which Ethos does not control. We are not responsible for examining or evaluating, and we do not warrant the offering of these services and resources or the content of these websites. Ethos does not assume any responsibility or liability for the actions, products, and content of these and any other websites. Any concerns regarding any such services or resources should be directed to the service or resource.
Severability
If any provision of these Terms shall be deemed unlawful, void, or unenforceable for any reason, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
No Waiver
Ethos’s failure to enforce the strict performance of any provision of these Terms or additional terms and conditions for any product or service will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms or the additional terms and conditions.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ETHOS, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, REVENUES, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ETHOS, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FOR ANY CLAIM, COST, DAMAGE, OR LOSS ARISING OUT OF OR RELATING TO THE SITE, INCLUDING FOR ANY WARRANTIES THAT MAY NOT BE EXCLUDED, SHALL NOT EXCEED THE AMOUNT YOU PAID TO ETHOS DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $10.00, WHICHEVER IS GREATER (THE “LIABILITY CAP”). ETHOS AND YOU AGREE THAT THE LIABILITY CAP SHALL INCLUDE ALL FORMS OF DAMAGES.
THE FOREGOING DOES NOT LIMIT LIABILITY DUE TO INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OR ANY LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Disclaimers
THE SITE IS PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ETHOS MAKES NO WARRANTY THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS, (B) THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE. ETHOS UNDERTAKES NO OBLIGATION TO UPDATE THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ETHOS, OR THROUGH THE SITE SHALL CREATE ANY WARRANTY REGARDING THE SITE NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SITE AND ITS CONTENT AND DATA MAY BE PROVIDED BY ETHOS FROM TIME TO TIME WITHIN THE SITE.
WE DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE SITE, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.
YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS AND ACTIONS NECESSARY AND APPROPRIATE TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.
UNDER NO CIRCUMSTANCE WILL ETHOS BE LIABLE FOR DAMAGES OF ANY KIND THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE SITE.
Indemnification
You will defend, indemnify, and hold us harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Site or violation (or alleged violation) of these Terms.
Termination
We may terminate or suspend your access to the Site, delete your account and any content or information or prohibit you from using or accessing the Site (or any portion, aspect or feature of the Site) if you violate these Terms, effective immediately, which may result in the forfeiture and destruction of all information associated with you and your activities in connection with the Site. We may also terminate your account without cause for convenience upon written notice. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. In the event of termination, you will still be bound by your obligations under these Terms.
Changes
You are responsible for reviewing these Terms regularly. Ethos reserves the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Site, these Terms, or any Ethos policies related to use of the Site. Revisions to these Terms or Ethos’s policies may be provided through the Site, including by posting the revisions on the Site and updating the “Last Updated” date. Such revisions will go into immediate effect once posted to the Site. Continued use of the Site following such modifications to the Site, these Terms, additional terms and conditions for any service, or other Ethos policies will constitute your acceptance of such modifications and revisions.
Legal Disputes
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
Any disputes arising out of or in connection with this Agreement shall be fully and finally resolved exclusively through binding arbitration in accordance with then-applicable rules of JAMS, with the arbitration conducted in New York City, New York, unless otherwise agreed by both parties in writing. The language of arbitration shall be English.
Prior to initiating any arbitration, the initiating party will give the other party at least 60 days advance written notice of its intent to file for arbitration. Ethos will provide such notice by either email to your e-mail address on file with Ethos or by mail to your mailing address on file with Ethos and you must provide such notice to Ethos by email to support@askethos.com.
During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any dispute. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.
Unless the parties mutually agree otherwise, in the event that it is determined that a claim should not proceed through arbitration, any claim or dispute shall be resolved in the state and federal courts in the State of New York. You hereby submit to the personal jurisdiction of such courts.
YOU AND ETHOS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY DISPUTE, CONTROVERSY, OR CLAIM RELATING TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT OTHER RIGHTS THAT YOU WOULD HAVE IN A COURT PROCEEDING, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Nothing in these Terms shall prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent or enjoin infringement of intellectual property rights or misuse of Confidential Information.
Miscellaneous Provisions
These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The section headings used herein are for convenience only and shall not be given any legal import.
Ethos’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms.
Ethos may assign its rights and duties under these Terms to any party at any time without notice to you.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force.
Contact Us
If you have any questions regarding the Site, please feel free to send us an email at support@askethos.com.