Effective Date: September 1, 2024
This Agreement governs Customer’s access to and use of Estimify’s services, products, and any related support or advisory services ("Services"). By using Estimify’s Services, you agree to comply with the terms of this Agreement. If you are entering this Agreement on behalf of an organization, you represent that you have the authority to bind the organization to this Agreement.
Estimify grants Customer a non-exclusive, non-transferable, worldwide license to use the Services solely for internal business purposes during the term of this Agreement.
Customer agrees not to (a) sublicense, sell, lease, or otherwise transfer the Services; (b) use the Services to develop a competing product or service; (c) reverse engineer or attempt to extract the source code of the Services, except as permitted by law; (d) use the Services to violate any law or regulation.
Customer is responsible for all activities that occur under their account, including maintaining the confidentiality of their login credentials.
Customer must ensure that their use of the Services complies with all applicable laws, regulations, and this Agreement.
Estimify will use commercially reasonable efforts to make the Services available with minimal interruptions, subject to the limitations outlined in the Service Level Agreement.
Estimify will provide technical support as described in the Order or as otherwise agreed upon.
Customer retains ownership of all data uploaded or created within the Services. Estimify will process and store Customer Data solely for the purpose of providing the Services, in accordance with the Data Processing Addendum.
Estimify will implement and maintain appropriate security measures to protect Customer Data against unauthorized access or disclosure.
Customer agrees to pay all fees as specified in the Order. Fees are non-refundable unless otherwise specified in this Agreement.
Customer is responsible for any applicable taxes, except those based on Estimify’s income.
Payments are due within 3 days of the invoice date. Late payments may result in suspension or termination of Services.
If Customer uses a credit card or similar online payment method for its initial Order, then Estimify may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.
Estimify reserves the right to suspend access to the Services if payment is overdue, following prior written notice ten (10) days’ to the Customer.
This Agreement remains in effect until terminated by either party.
Either party may terminate this Agreement upon [X] days’ written notice.
Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure the breach within [X] days of receiving notice of the breach.
Upon termination, Customer’s access to the Services will cease, and any outstanding payments will become immediately due.
Each party agrees to protect the other’s confidential information with the same care it uses to protect its own similar information but no less than reasonable care.
Confidential Information does not include information that (a) is publicly known; (b) is already in the receiving party’s possession without restriction; (c) is independently developed without the use of the other party’s confidential information; or (d) is required to be disclosed by law.
All intellectual property rights in our products remain with Estimify.io. You retain ownership of any data or materials you provide.
Estimify’s liability arising out of or related to this Agreement will not exceed the total amount paid by Customer in the 12 months preceding the event giving rise to the liability.
Estimify will not be liable for any indirect, incidental, special, consequential, or punitive damages, even if informed of their possibility in advance.
If Customer is domiciled: (i) in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland, with the jurisdiction and venue for actions related to this Agreement in the courts of the Republic of Ireland, or (ii) elsewhere, this Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in San Francisco, California.
Customer may not assign this Agreement without Estimify’s prior written consent.
This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.
Estimify may update this Agreement from time to time by posting the amended Agreement on its website. Customer’s continued use of the Services after such changes constitutes acceptance of the new terms.
Order: The document (including online forms) specifying the Services, pricing, and terms agreed upon by the Customer and Estimify.
Services: The products and services provided by Estimify as outlined in the Order.
Customer Data: Any data, content, or materials provided by Customer through the use of Services.