Terms of Service
Last revised on Aug 23 2022
Estii Co Pty Ltd operates the Estii service, which we hope you use. If you use it, please use it responsibly.
- For paid accounts, you'll be charged on a monthly or annual basis. You can cancel anytime, but there are no refunds.
- You own the content you provide to Estii and you're responsible for keeping it safe.
- The Terms of Service, Estii itself, and our prices can change at any time. We'll warn you 30 days in advance of any price changes. We'll try to warn you about major changes to the Terms of Service or Estii, but we make no guarantees.
That's the basic idea, but You must read through the entire Terms of Service below and agree with all the details before You access or use our Services,
Your Agreement with Estii
This customer agreement (“Terms”) is a legal agreement between you and Estii Co Pty Ltd ("Estii", "Our"," We", or "Us"), an Australian company. If you are agreeing to this Agreement not as an individual but on behalf of your company, then a reference to "Customer", "You", or "Your" in this Agreement is a reference to the company, and the company will be bound by this Agreement.
The "Services" means the services Estii makes available include our website (https://estii.com), our API, and any other software, sites, and services offered by Estii in connection to any of those. "Content" means any content you submit to Estii for the purpose of using the Service.
Estii may make changes to the Terms from time to time. You may reject the changes by terminating Your account. You understand and agree that if You use the Services after the date on which the Terms have changed, Estii will treat Your use as acceptance of the updated Terms.
If you have any questions about the Terms, please contact us at [email protected].
In order to use the Service, you must first agree to the Terms. You understand and agree that Estii will treat Your use of the Services as acceptance of the Terms from that point onwards.
Acceptance of the Terms
By using or accessing any part of our Service, you agree to become bound by the Terms of this Agreement. If you do not agree to all the Terms of this Agreement, you must immediately cease using the Service.
In order to access the Services, you must first register to create an Estii account. You warrant that any information you give to Estii in the course of completing the registration process will always be accurate, correct and up to date.
Once you have completed the registration process, you will be a registered member of the Services ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').
You may not use the Services and may not accept the Terms if:
- you are not of legal age to form a binding contract with Estii; or
- you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Your obligations as a Member
As a Member, you agree to comply with the following:
- You must provide accurate and complete registration information any time You register to use the Service.
- You are responsible for maintaining the security and use of Your account.
- Your use of the Services must comply with all applicable laws, regulations and ordinances.
- You agree to not engage in any activity that interferes with or disrupts the Service.
- Your right to access and use our Services may be subject to other limitations such as the number of calls you are permitted to make against our API. We shall employ commercially reasonable efforts to apprise You of such limitations. We will try to provide You with notice of such limits so that You can monitor Your compliance with such limits, but We reserve the right to change such limits without notifying You first.
- You may not allow multiple people to use the same account or otherwise access the Services in a manner intended to avoid incurring fees.
- If Your account is paid for by another party (e.g., your employer), then the party paying for your account has the right to control it and receive information regarding your use of the account.
- Except as otherwise permitted in these Terms, or by Us in writing, You will not intentionally use the Services in any way that could damage our reputation; or rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any Service, without our express written consent.
- We provide you access to our base Services for free or for a certain "trial" period of time, subject to our internal policies and Your compliance with all applicable terms and conditions set forth in these Terms (“Free Services”).
- In order to access more content and functionality, You must first purchase a subscription (”Subscription Services”) and pay the applicable fee for the selected Subscription (the 'Subscription Fee').
- If You elect to use our Subscription Services, You consent to have Your payment method automatically charged as set forth below, and as detailed at estii.com/pricing.
- All payments made in the course of your use of the Services are made using Stripe. In using the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.
- All Subscription Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.
- You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
- You agree and acknowledge that Estii can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.
- You acknowledge and agree that any credit card and related billing and payment information that You provide to Estii may be shared by Estii with companies who work on Estii's behalf, such as our payment processors (Stripe), solely for the purposes of checking credit, effecting payment to Estii and servicing Your account.
- Unless You cancel the Subscription Services before the end of the applicable subscription period, your Subscription Services will automatically renew, and You authorise Estii to collect the then-applicable annual or monthly Subscription Fee(as well as any taxes) using any credit card or other payment mechanism we have on record for You.
- Subscription Services can be cancelled or downgraded at any time from the Billing section of your Space's account. An email or phone request to cancel Your account is not considered cancellation.
- All Content will, within a reasonable amount of time to be determined solely by Estii, be deleted from the Services upon cancellation.
- Estii will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of Estii makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Customer (the 'Refund').
- Estii claims no ownership or control over any Customer Content. You retain copyright and any other rights You already hold in the Customer Content, and You are responsible for protecting those rights as appropriate.
- You agree to assume full responsibility for configuring the Services to allow appropriate access to any Content provided to the Service.
- You understand that private Space content will display Content to You and any collaborators that you designate for that Content.
- You retain sole responsibility for any collaborators or third-party services that you allow to view Content and entrust them at your own risk.
- Estii is not responsible if you fail to configure or misconfigure your Space and inadvertently allow unwanted parties to view Content.
Ideas and Feedback
You may choose to, or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Services or our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place Estii under any fiduciary or other obligation and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Modification of the Service
- You acknowledge and agree that the Services may change from time to time without prior notice to You.
- Changes include, without limitation, changes to fee and payment policies, security patches, added or removed functionality, and other enhancements or restrictions.
- Estii shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Our Intellectual Property
The Services and all materials contained therein, including, without limitation, Estii logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Estii Materials") are the property of Estii or its licensors or users and are protected by international intellectual property laws. You are granted a personal, limited, sub-licensable, non-exclusive, revocable license to access and use Estii Materials in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Services.
Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Estii or third-party trademarks.
Estii reserves the right to display attribution text or links in proposals, attributing Estii, for example. The attribution may not be altered or removed.
You agree that Estii, in its sole discretion and for any reason, may suspend or terminate Your access to all or any part of the Service. For example, we may suspend or terminate your use of the Services if you fail to comply with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services, or disrupt others' use of the Services. You agree that any termination of Your access to the Service may be without prior notice, and You agree that Estii will not be liable to You or any third party for such termination.
“Confidential Information” means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).
Our Confidential Information includes our Intellectual Property including the Services. Your Confidential Information includes the Customer Data;
Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:
- where permitted by this Agreement;
- with the prior written consent of the Discloser;
- where the Confidential Information is received from a third Party, except where there has been a breach of confidence;
- on a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or
- where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure.
The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
This clause shall continue in force after and despite the expiry or termination of this Agreement whatever the reason for termination.
Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
Subject to this clause, and to the extent permitted by law:
- all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
- Estii will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Services is at your own risk. Everything on the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Estii make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Estii) referred to on the Website, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
- failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
- the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
- costs incurred as a result of you using the Website, the Services or any of the products of Estii; and
- the Services or operation in respect to links to other websites, content, resources, or email content which are provided for your convenience. You acknowledge and agree that Estii is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials on or available from such websites or resources.
Limitation of liability
Estii’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
You expressly understand and agree that Estii, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Termination of Contract
The Terms will continue to apply until terminated by either you or by Estii as set out below:
If you want to terminate the Terms, you may do so by:
- not renewing the Subscription prior to the end of the Subscription Period;
- closing your accounts for all of the services which you use, where Estii has made this option available to you.
Estii may at any time, terminate the Terms with you if:
- you do not renew the Subscription at the end of the Subscription Period;
- you have breached any provision of the Terms or intend to breach any provision;
- Estii is required to do so by law;
- the provision of the Services to you by Estii is, in the opinion of Estii, no longer commercially viable.
Subject to local applicable laws, Estii reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Estii’s name or reputation or violates the rights of those of another party.
You agree to indemnify Estii, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
- all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
- any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
- any breach of the Terms.
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
- Within 7 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
- If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the chosen mediation body or his or her nominee;
- The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
- The mediation will be held in 198 Wilson Street Newtown, New South Wales, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
Termination of Mediation
If 7 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
Venue and Jurisdiction
In the event of any dispute arising out of or in relation to the Services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
The Customer grants us the right to use the Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to the Customer’s standard trademark usage guidelines as provided to us from time to time. We don’t want to list customers who don’t want to be listed, so the Customer may send us an email to [email protected] stating that it does not wish to be used as a reference.
General Legal Terms
Estii may, at any time, revise or modify these Terms or impose new conditions for use of the Services. If we make a material change to the Agreement, we will notify You either by emailing the email address associated with Your Customer account, or by messaging You through the Services. Such changes shall become effective on the date set forth in our notice.
The Customer can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. Any use of the Services by You after such notice shall constitute your acceptance of such changes, revisions, or modifications.
Estii shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.