Terms of Service

These Terms of Service (the “Terms”) form a binding legal agreement between you and Estaio, Inc. (together with its affiliates, “Estaio”, “we”, “us”, or “our”) governing your access to and use of our software-as-a-service platform, websites, mobile applications, application programming interfaces, and all related products and services (collectively, the “Service”).

By creating an account, clicking a button or checkbox indicating acceptance, or otherwise accessing or using the Service, you confirm that you have read, understood, and agreed to be bound by these Terms and by our Privacy Policy, Cookie Policy, and Security Policy, each of which is incorporated into these Terms by reference. If you do not agree to all of the foregoing, you must not access or use the Service.

If you are entering into these Terms on behalf of a brokerage, team, employer, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and the words “you” and “your” will refer to both you individually and the entity you represent.

The following capitalized terms have the meanings set forth below:

“Account” means the registered user account you create to access the Service, including all credentials, settings, configurations, and entitlements associated with it.

“Agent” means a licensed real estate professional, brokerage employee, team member, or other individual who accesses the Service through an Account.

“Brokerage Subscription” means a paid plan purchased by a brokerage, team, or other organization for use by multiple Agents under a single billing relationship.

“Client” means a prospective or existing real estate buyer, seller, renter, or other individual that an Agent invites to view, use, or interact with content shared through the Service (such as curated home lists or showing-day timelines).

“Client Content” means any information, content, data, comments, reactions, or other materials submitted, provided, or generated by Clients through the Service.

“Content” means any text, images, listings, notes, lists, share pages, comments, ratings, reactions, files, or other materials accessed, generated, transmitted, displayed, or stored through the Service.

“Documentation” means the user guides, help articles, and other materials provided or published by Estaio that describe how to use the Service.

“Listing Data” means real estate listing information aggregated by Estaio from third-party data sources (including, without limitation, multiple listing services, public records, syndication providers, and direct broker feeds) and made available through the Service.

“Subscription” means the paid or free service plan that determines your usage rights, billing cycle, included features, and limitations.

“User Content” means any Content you upload, transmit, generate, or otherwise make available through the Service, including curated home lists, agent notes, branding assets, and showing-day plans.

To access or use the Service, you must (a) be at least eighteen (18) years of age, (b) have the legal capacity to enter into a binding contract under applicable law, (c) not be prohibited from using the Service under any applicable law, sanctions regime, or prior agreement with Estaio, and (d) if using the Service in a professional capacity, hold any real estate license, registration, or affiliation required by the jurisdiction in which you operate.

Accurate information

You agree to provide accurate, current, and complete information during registration and to keep your Account information updated at all times. You must not impersonate any person, misrepresent your affiliation with any person or entity, or create an Account on behalf of someone else without their explicit, demonstrable authorization.

Account security

You are responsible for safeguarding your Account credentials and for all activities that occur under your Account. You agree to (a) keep your password confidential, (b) use a strong, unique password, (c) enable multi-factor authentication where offered, and (d) notify us immediately at security@estaio.com of any unauthorized access to or use of your Account or any other breach of security. Estaio will not be liable for any loss or damage arising from your failure to comply with these security obligations.

One person, one account

Each individual Agent must register and use their own separate Account. You may not share, sell, transfer, or assign your Account to any other person, and you may not allow any other person to access the Service through your Account except as expressly permitted under a Brokerage Subscription.

Subject to your compliance with these Terms and timely payment of all applicable fees, Estaio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes as a real estate professional or brokerage and in accordance with the Documentation.

This license is personal to you and your authorized Agents. It does not grant you any right to (a) resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Service, (b) provide the Service as a service bureau or time-sharing arrangement, (c) use the Service to build a competing product, or (d) use the Service in any manner not expressly authorized by these Terms.

You agree to use the Service only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you must not, and you must not permit any third party to:

• Access, scrape, copy, mirror, or harvest any portion of the Service or Listing Data using automated means, robots, spiders, crawlers, or other unauthorized programs;
• Bypass, disable, or interfere with any security, rate limiting, authentication, or access-control feature of the Service;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying ideas of the Service, except to the extent this restriction is prohibited by applicable law;
• Remove, obscure, or alter any proprietary notices, watermarks, attributions, or branding on or within the Service;
• Use the Service to send unsolicited commercial communications (“spam”), phishing messages, or other unauthorized mass communications;
• Upload, transmit, or store any Content that is unlawful, defamatory, obscene, infringing, harassing, threatening, discriminatory, or that violates any third party's rights, including intellectual property, privacy, or publicity rights;
• Use the Service in violation of any applicable real estate, fair housing, anti-discrimination, telecommunications, consumer protection, advertising, data protection, export control, sanctions, or other law, rule, or regulation;
• Use Listing Data to construct or augment a competing real estate listings database, search product, or AI training corpus;
• Upload or transmit any virus, worm, trojan horse, ransomware, or other malicious code, or otherwise attempt to disrupt, damage, or impair the Service or its infrastructure;
• Attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service;
• Use the Service to make automated valuation, lending, underwriting, or other consequential decisions about consumers in any manner that violates applicable law;
• Misrepresent yourself, your license status, your Brokerage affiliation, or your authority to act on behalf of a Client;
• Use the Service to discriminate against, harass, or target any individual or class of individuals on the basis of any characteristic protected by the federal Fair Housing Act, the Equal Credit Opportunity Act, or any analogous state, local, or international law; or
• Encourage, assist, or attempt to enable any third party to do any of the foregoing.

We reserve the right, but are not obligated, to investigate any suspected violation of this Section and to take any action we deem appropriate, including warning, suspending, or terminating Accounts, removing Content, and reporting violations to law enforcement or other authorities.

The Service is offered under a variety of Subscription plans, including a free tier and one or more paid tiers for individual Agents and for Brokerages. Pricing, included features, and usage limits are described on our pricing page and may be updated from time to time as set forth in these Terms.

Billing cycle

Paid Subscriptions are billed in advance, either monthly or annually, depending on the billing cycle you select at the time of purchase. Annual Subscriptions are billed once per Term and do not entitle you to pro rata refunds for unused months unless required by applicable law.

Auto-renewal

All paid Subscriptions automatically renew at the end of each Term for an additional Term of the same length unless you cancel before the end of the then-current Term. You authorize Estaio (and our payment processor) to charge your payment method on file for each renewal at the then-current rate, plus any applicable taxes. You may cancel auto-renewal at any time from your account settings or by emailing billing@estaio.com.

Payment method

You must provide a current, valid payment method to maintain a paid Subscription. You authorize Estaio to obtain updated card information from card networks or your issuer if your payment method expires or is replaced. If a payment cannot be processed, we may suspend or downgrade your Account until the payment is resolved.

Taxes

All fees are exclusive of any sales, use, value-added, withholding, or other taxes or duties, all of which are your responsibility. If we are legally required to collect any such taxes, they will be added to your invoice and charged to your payment method.

Price changes

We may revise our pricing at any time. For paid Subscriptions, we will provide at least thirty (30) days' advance notice (by email or in-product notice) of any price increase. Any price change will take effect at the start of your next Term following the notice period. If you do not wish to accept a price increase, you may cancel before it takes effect.

From time to time we offer free trials of paid tiers, and we offer a perpetual free tier with limited functionality. Free access is provided as a courtesy to allow you to evaluate the Service, and is subject to these Terms.

Free trials may automatically convert to a paid Subscription at the end of the trial period unless you cancel before the trial ends, in which case the disclosure for that specific offer will control. We may modify, suspend, or discontinue free trials or free-tier features at any time without notice and without liability to you.

Free-tier Accounts are subject to usage limits (such as caps on the number of curated lists, share pages, or showings per month). If you exceed the applicable limit, you will be prompted to upgrade to a paid plan in order to continue using those features.

You may cancel your Subscription at any time from your account settings. Cancellation takes effect at the end of your then-current Term; until that time, you retain access to all paid features, and no refund is due for the remainder of the paid Term unless required by law or expressly stated otherwise in writing.

Except where prohibited by applicable law, all payments are non-refundable. We do not provide refunds or credits for partial Subscription periods, downgrades, or unused features.

If we materially breach these Terms or if applicable law requires a refund (for example, a statutory cooling-off period for new consumers in certain jurisdictions), we will issue the refund as required. Refund requests outside of those cases will be considered on a case-by-case basis at Estaio's sole discretion.

When you cancel or terminate your Subscription, you will lose access to paid features and may, after a reasonable retention period described in our Privacy Policy, lose access to User Content stored in those features. You are responsible for exporting any User Content you wish to retain before cancellation takes effect.

A core feature of the Service allows Agents to share curated home lists and showing-day plans with their Clients through private, tokenized share pages. Because Clients are typically consumers (not Estaio customers), the manner in which Agent uses the Service has direct privacy and legal implications for Clients.

Roles and responsibilities

With respect to Client Content and information about Clients submitted, uploaded, or generated through your use of the Service:

• You are the data controller. You determine the purposes and means of processing Client information, including what information is collected, who it is shared with, and how long it is retained.
• Estaio is a data processor / service provider. We process Client information on your behalf and at your direction to deliver the Service.
• You are responsible for legal compliance. You must obtain any consents required by applicable law from your Clients (including under GDPR, CCPA/CPRA, and similar regimes), provide them with required notices, and honor their data subject rights when they exercise them with you.

Acceptable Client use

You must not use the Service to:

• Discriminate against any Client or group of Clients on the basis of any protected class under fair housing laws;
• Steer Clients in violation of fair housing laws;
• Share Client information with third parties without proper authorization; or
• Send unsolicited communications to Clients in violation of CAN-SPAM, TCPA, CASL, or similar laws.

Client reactions and behavioral data

The Service may capture interactions, reactions, comments, and related behavioral data from Clients (for example, when they mark a listing as “Interested” or “Not for me”). You acknowledge that this data may reveal preferences that, when combined with other information, could implicate protected characteristics, and you agree to handle such data with appropriate care and in compliance with fair housing laws.

The Service displays real estate listing information aggregated from a variety of third-party data sources, including multiple listing services, public records, syndication providers, direct broker feeds, and other sources (collectively, “Listing Data Providers”).

No warranty of accuracy

Listing Data is provided on an “as is” and “as available” basis. Estaio makes no representations or warranties as to the accuracy, completeness, timeliness, or reliability of any Listing Data. Listing Data may contain errors, omissions, stale information, or delayed updates introduced by the source. You should verify all material Listing Data directly with the listing brokerage, the seller, and other authoritative sources before relying on it for any transaction or representation to a Client.

License limitations

Listing Data is licensed, not sold, to Estaio, and is sublicensed to you solely for use within the Service for your internal business purposes as a real estate professional. You must not (a) extract, store, mirror, copy, or republish Listing Data outside of the Service, (b) sell, license, or commercially exploit Listing Data, (c) use Listing Data to train or augment any machine learning model except for use of Estaio's AI-powered search and curation features as offered through the Service, or (d) use Listing Data in any manner that violates the terms of the applicable Listing Data Provider.

Source attribution

Where required by a Listing Data Provider, the Service displays attribution, broker-of-record information, and other required notices. You must not remove, alter, or obscure such attribution when sharing listings with Clients or third parties.

Off-market and pre-MLS data

Some features of the Service may surface coming-soon, pre-market, or off-market property information sourced from brokerages or other parties. Availability, pricing, and the legal status of such information may change without notice, and some categories may be restricted to certain Subscription tiers, jurisdictions, or member networks.

You retain all right, title, and interest in and to your User Content, subject to the limited licenses granted below. You represent and warrant that you have all rights, consents, and permissions necessary to upload, transmit, and use User Content through the Service, and that User Content does not infringe or violate any third-party right.

License to Estaio

You grant Estaio a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, modify (only for technical purposes such as resizing or format conversion), distribute, and process your User Content solely to operate, provide, maintain, and improve the Service for you. This license terminates when you delete your User Content from the Service or when your Account is terminated, except (a) to the extent User Content has been shared with Clients or other third parties and they retain copies, (b) for back-up copies we retain for a commercially reasonable period, or (c) as required by law.

Feedback

If you send us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without attribution or compensation to you. We are free to use, develop, or commercialize any improvements based on such feedback without any obligation to you.

DMCA and copyright complaints

We respect the intellectual property rights of others. If you believe Content available through the Service infringes your copyright, you may submit a notice that complies with the Digital Millennium Copyright Act (17 U.S.C. § 512) to dmca@estaio.com. Repeat infringers' Accounts will be terminated in appropriate circumstances.

The Service, including all software, code, designs, layouts, interfaces, text, graphics, illustrations, logos, trademarks, service marks, trade names, and other content (other than User Content and Listing Data), and all intellectual property rights therein, are and remain the exclusive property of Estaio and its licensors. Nothing in these Terms transfers to you any ownership of or rights in the Service except for the limited license expressly granted above.

“Estaio”, the Estaio wordmark, the Estaio logo, “The Standard”, “Options” (as used in the Service), and other Estaio branding are trademarks of Estaio. You may not use any Estaio trademark without our prior written consent, except (a) to make truthful references to the Service in connection with your use of it under these Terms, and (b) as expressly permitted in our published brand guidelines.

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Estaio's Confidential Information includes the non-public components of the Service, pricing, roadmaps, security details, performance information, and any information clearly marked confidential.

The Recipient agrees (a) to use Confidential Information only as necessary to perform under these Terms, (b) to protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care), and (c) not to disclose Confidential Information to any third party other than employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

The above obligations do not apply to information that (i) was already known to the Recipient without obligation of confidentiality before disclosure, (ii) is or becomes publicly known without breach of these Terms, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. The Recipient may disclose Confidential Information if required by law, provided that the Recipient gives the Discloser reasonable advance notice (where legally permitted) and reasonably cooperates in any effort by the Discloser to seek a protective order.

From time to time, we may offer features, products, or services identified as “beta”, “preview”, “experimental”, or by similar terms (“Beta Features”). Beta Features are provided for evaluation purposes only and may not be at the level of stability, performance, or completeness of generally available features.

Beta Features are provided on an “as is” basis, without warranty of any kind, and may be modified, suspended, or discontinued at any time without notice. To the maximum extent permitted by law, Estaio disclaims all liability arising out of your use of Beta Features. You should not rely on Beta Features for production workloads or mission-critical use.

Your use of Beta Features may be subject to additional terms or usage limits that we communicate to you. We may collect additional usage data and feedback from Beta Features participants for the purpose of improving the Service.

The Service includes features that use artificial intelligence and machine learning to interpret natural-language prompts, surface relevant listings, generate summaries, draft comparative market analyses, or otherwise assist with your workflow (“AI Features”). AI Features may rely on third-party AI service providers operating under contractual confidentiality and data-processing obligations.

Nature of AI outputs

AI outputs are probabilistic. They may be incomplete, inaccurate, out of date, biased in ways we have not detected, or otherwise unfit for a particular purpose. You must independently verify any AI output before relying on it, presenting it to a Client, or using it as the basis for a recommendation, advertisement, valuation, or transaction.

Your inputs

You must not submit to AI Features any information that you do not have the right to process or that you are prohibited by law, contract, or fiduciary duty from disclosing to a service provider. We will treat your AI inputs as User Content and subject them to the protections described in our Privacy Policy and Security Policy.

No training on your data

Except where you have separately opted in, Estaio does not use your User Content or your Client Content to train general AI models for the benefit of third parties. We may use de-identified and aggregated data to improve and operate the Service.

Brokerage Subscriptions permit a designated administrator (“Administrator”) to invite, manage, and remove Agents within the Brokerage's tenant on the Service. The Administrator may view, manage, or export Content created within the tenant, subject to the Brokerage's internal policies and applicable law.

The Brokerage is responsible for (a) ensuring its Agents agree to these Terms, (b) communicating any internal policies on use of the Service, (c) revoking access from departing Agents, (d) maintaining current billing information, and (e) ensuring that its use of the Service complies with the rules of any MLS, franchise, or other organization to which it belongs.

If a Brokerage cancels or fails to renew its Brokerage Subscription, the access rights of its Agents to the Brokerage tenant will terminate at the end of the then-current Term, and individual Agents may need to migrate to a personal Subscription to retain access to their User Content.

You are solely responsible for ensuring that your use of the Service complies with all laws, rules, regulations, MLS rules, franchise rules, NAR Code of Ethics provisions, brokerage policies, and other professional obligations applicable to you. This includes, without limitation:

• The federal Fair Housing Act (42 U.S.C. §§ 3601 et seq.) and analogous state and local fair housing laws;
• The Equal Credit Opportunity Act and Regulation B where applicable;
• The Real Estate Settlement Procedures Act (RESPA) and the Truth in Lending Act, where applicable;
• Advertising disclosures required by state real estate commissions, including license-number disclosures and broker-of-record identification;
• MLS rules regarding the display, copying, and dissemination of listing data, including IDX and VOW rules;
• Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, CASL, and analogous laws regulating electronic communications; and
• State data privacy laws applicable to consumer information collected through the Service.

Estaio provides tools, not legal advice. We disclaim any implication that compliance with the Service's prompts, fields, or templates constitutes compliance with any applicable law or rule. Consult your broker, legal counsel, and applicable regulators.

The Service may interoperate with third-party products, services, websites, or applications (“Third-Party Services”), including but not limited to mapping providers, email services, CRMs, calendar providers, payment processors, single sign-on identity providers, and AI infrastructure providers. Third-Party Services are governed by the terms and privacy policies of the applicable third party, not by these Terms.

We do not control, endorse, or assume responsibility for any Third-Party Service. Your use of any Third-Party Service is at your own risk, and we make no representations or warranties regarding the availability, accuracy, performance, security, or legality of any Third-Party Service. If a Third-Party Service becomes unavailable, ceases operation, or changes its terms, we may modify or remove the corresponding feature from the Service.

We work hard to keep the Service available and reliable, but we do not guarantee uninterrupted access. The Service may be unavailable from time to time due to scheduled maintenance, unscheduled outages, dependent third-party failures, force majeure events, or factors beyond our reasonable control. Unless we have a separate written service-level agreement with you that says otherwise, no specific uptime, latency, or performance commitments apply to your Subscription.

We continuously evolve the Service. We may add, modify, deprecate, or remove features at any time. Where reasonably practicable, we will provide advance notice for changes that materially reduce functionality of a paid feature. By continuing to use the Service after a change, you accept the changed feature set.

Termination by you

You may terminate these Terms at any time by canceling your Subscription and discontinuing use of the Service.

Termination by us

We may suspend or terminate your Account, your access to the Service, or these Terms at any time, with or without notice, if we reasonably believe that (a) you have violated these Terms or any applicable law, (b) your use of the Service poses a security, legal, or reputational risk to Estaio or to other users, (c) you have not paid amounts when due, (d) your Account has been inactive for an extended period, or (e) we are required to do so by law or by a Listing Data Provider.

Effect of termination

Upon termination of these Terms or your Account: (a) your license to use the Service ends; (b) we may delete your User Content after a reasonable retention period; (c) you remain responsible for any fees accrued before termination; and (d) any sections of these Terms that by their nature should survive termination (including the sections on Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and General Provisions) will survive.

You agree to defend, indemnify, and hold harmless Estaio, its affiliates, and each of their respective officers, directors, employees, agents, contractors, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your access to or use of the Service, (b) your User Content or Client Content, (c) your interactions with Clients or other third parties through the Service, (d) your breach of these Terms or any law, regulation, or third-party right, (e) your violation of any MLS rule or other professional obligation, or (f) any misrepresentation you make about yourself or your authority.

We will (i) promptly notify you of any such claim, (ii) give you reasonable control of the defense and settlement of the claim (provided that no settlement may admit liability of any Indemnified Party or require payment by any Indemnified Party without our prior written consent), and (iii) reasonably cooperate with you at your expense. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will reasonably cooperate with us.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE, INCLUDING ALL LISTING DATA, AI OUTPUTS, AND OTHER CONTENT PROVIDED THROUGH IT, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ESTAIO DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) ANY INFORMATION (INCLUDING LISTING DATA AND AI OUTPUTS) OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (D) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESTAIO OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ESTAIO OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR REAL-ESTATE TRANSACTIONS, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF ESTAIO AND ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO ESTAIO FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations of liability in this Section apply (i) whether or not the alleged liability is based on contract, tort, negligence, strict liability, or any other basis; (ii) even if a limited remedy fails of its essential purpose; and (iii) to the maximum extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, in which case some of the above limitations may not apply to you.

You acknowledge that the limitations in this Section are a fundamental basis of the bargain between you and Estaio and that Estaio would not provide the Service to you in the absence of these limitations.

Governing law

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution

Before filing a claim, you agree to first contact us at legal@estaio.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Binding arbitration

If we cannot resolve a dispute informally, you and Estaio agree that any dispute, claim, or controversy arising out of or related to these Terms or the Service (a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be conducted in the English language and seated in Wilmington, Delaware, unless you and Estaio agree otherwise.

Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for any claim within that court's jurisdiction, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information.

Opt-out

You may opt out of the arbitration agreement by emailing legal@estaio.com within thirty (30) days of first accepting these Terms, with the subject line “Arbitration Opt-Out” and your full name, account email, and a statement of intent to opt out. If you opt out, the remainder of these Terms (including the waiver of class actions, governing law, and venue provisions) continue to apply.

YOU AND ESTAIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. If this class-action waiver is found unenforceable, then the entirety of the arbitration agreement in the preceding Section will be null and void, and the parties will litigate in court subject to the Governing Law and venue provisions of these Terms.

EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

The Service may be subject to U.S. and other applicable export control, sanctions, and trade laws. You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, (b) you are not identified on any U.S. or other applicable government restricted-party list, and (c) you will not access or use the Service in violation of any applicable export control or sanctions law.

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email to the address associated with your Account or by an in-product notice) at least thirty (30) days before the changes take effect, unless the change is required by law or relates to a new feature. For non-material changes (such as clarifications or typographical corrections), the updated Terms take effect when posted.

If you do not agree to the updated Terms, you must stop using the Service before the effective date and cancel your Subscription. Your continued use of the Service after the effective date will constitute your acceptance of the updated Terms.

Entire agreement

These Terms, together with the documents incorporated by reference and any order forms or addenda we sign with you, constitute the entire agreement between you and Estaio concerning the Service and supersede all prior agreements, proposals, and communications, whether oral or written.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect.

No waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent, and any purported assignment without such consent is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or to any successor by operation of law.

Force majeure

Neither party will be liable for any failure or delay in performance (other than the obligation to pay fees) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, government acts, labor disputes, internet or telecommunications failures, or pandemic-related disruptions.

Notices

Notices to you will be sent to the email address associated with your Account or posted within the Service. Notices to us must be sent to legal@estaio.com and, for legal process, to such physical address as we may designate from time to time.

Relationship

You and Estaio are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Estaio.

Headings

Section headings are for convenience only and have no legal effect.

Questions about these Terms? Contact our legal team at legal@estaio.com. Billing questions go to billing@estaio.com, and security reports to security@estaio.com.