TERMS AND CONDITIONS GOVERNING USE OF THE https://www.estha.ai/  and https://studio.estha.ai PORTAL

The portal https://www.estha.ai/ (and its related sub-domains and applications) is maintained and operated by Estha.AI Pte. Ltd. (UEN No. 202438288G) and/or its affiliates, carrying on business under the registered trademark “ESTHA” (the “Company” or “Estha”). The use of https://www.estha.ai/, https://studio.estha.ai  and its related sub-domains and applications and the services provided on it (the “Portal”) are governed by the terms and conditions set out below (the “Terms and Conditions”). Please review them carefully. By accessing and using the Portal, you will be deemed to be a “User” for the purposes of, and agree to be unconditionally bound by, the Terms and Conditions. If you do not accept the Terms and Conditions (or any part thereof), you should not access or use the Portal. 

 1.        Meaning of “User”

1.1.      The Portal serves as an online platform to enable users to access the services provided by the Company. The services available on the Portal are intended solely for both individual users such as app creators and designers acting in his or her own personal capacity; and corporate users (which include  registered businesses such as sole proprietorships and partnerships). The term “User” in the Terms and Conditions refers to such individual and corporate users of the Portal. Where an individual accesses and uses the Portal as a representative and agent of a corporate User, such individual hereby confirms, represents and warrants that he or she has been duly authorized, and has the power and authority, to access and use the Portal and enter into the transactions contemplated thereunder on behalf of the corporate User to which he or she represents and/or is an agent of.

1.2.       Registration

(a)   Certain functions on the Portal are made available only to registered users who have created accounts with the Portal (“Registered Users” and each a “Registered User”).

(b)     Upon successful registration, Estha will assign a User who has submitted the Application Form an account (“User Account”).

(d)      Corporate Users may request that a member in its organization (“Delegate”) be registered and granted access to the Portal in accordance with the Application Form.

(e)       Estha has the sole and absolute discretion whether to:

(i)         register a User or Delegate; and/or

(ii)        create a User Account,

and reserves the right at any time to suspend, cancel or terminate a User’s or a Delegate’s access to the Portal, or any User Account.

(f)         The prices, features, and options of each User Account depend on the subscription plan selected by User as well as any changes or customizations requested by User. For example, if User adds Delegates beyond the prescribed number of Delegates, Estha reserves the right to charge the applicable subscription amount for each additional Delegate. User may also purchase optional services on a periodic or per-use basis. Estha may change the prices for or alter the features and options in a particular subscription plan upon reasonable notice.

2.         Use of Portal

2.1.      User’s responsibility

(a)        The User shall be responsible for all access to and activity on the Portal whether by its Delegate(s) or by any other person, and whether or not the User is aware of and/or has consented to such access and activity of such Delegate(s) or other person.

(b)        The User shall not access or use the Portal in territories where such access or use may contravene any local law, or is otherwise illegal or unlawful. The User acknowledges that it is responsible for compliance with all laws where it accesses or uses the Portal.

2.2.      By accessing the Portal and/or using the services provided through the Portal, the User agrees that it will not:

(a)        use the Portal in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(b)        use the Portal to defame, abuse, harass, stalk, threaten or otherwise violate the rights of any other person, including others’ privacy rights;

(c)        impersonate any person or entity, state or otherwise represent its affiliation with any person or entity in connection with the Portal or express or imply that Estha endorses any statement that it makes unless authorized or permitted to do so;

(d)        interfere with or disrupt the operation of the Portal or the servers or networks used to make the Portal available or violate any requirements, procedures, policies or regulations of such networks;

(e)        transmit, cause to transmit or otherwise make available in connection with the use of the Portal any virus, worm or other computer code:

(i)         that is harmful, invasive or malicious;

(ii)        which may damage the operation of any hardware, software or equipment; or

(iii)       which may be used to monitor the use of any hardware, software or equipment;

(f)         post, upload, publish or submit text, documents, images, recordings, content or documents (“Materials”) which are unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party;

(g)        remove any copyright, trade mark or other proprietary rights notice from the Portal; or

(h)        be engaged in any business that is contrary to the laws of the time of any jurisdiction.

2.3.      In addition to any other undertaking by the User provided in connection with the use of the Portal, the User:

(a)        acknowledges and accepts that all fees,charges and commissions shall be paid in full as prescribed by Estha from time to time. In the event that the use of the Portal is terminated, User shall not be entitled to any refund of its pre-paid subscription fees;

(b)        shall pay such fees,charges and commissions as Estha may prescribe from time to time with respect to the use of the Portal without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service or new features will be effective when Estha posts updated fees and charges on the Portal, unless Estha expressly states otherwise in writing. Estha may increase or add new fees,charges and commissions for any existing services on the Portal upon at least thirty (30) days’ prior written notice. Estha may elect to charge User interest at the rate of 1% per month (or the highest rate permitted by law, if less) on all late payments;

(c)        shall be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto). Estha may charge and User will pay any applicable goods and services tax (GST), value added tax (VAT) or indirect taxes that Estha is legally obligated or authorized to collect from User. All payments made under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, User will pay such additional amounts as are necessary so that the net amount received by Estha is equal to the amount then due and payable under this Agreement;

(d)        agrees, subject to the terms of the Privacy Policy of Estha, to provide to Estha, immediately upon Estha’s request, such information regarding the User pertaining to any matter that is the subject of these Terms and Conditions and the User’s compliance therewith, including such information to allow Estha to perform such verification and background checks in compliance with applicable law; and

(e)        if the User becomes aware of any breach of these Terms and Conditions, or if any representation or warranty given by it becomes untrue, inaccurate or misleading, it shall immediately notify Estha and stop accessing and using the Portal.

Additional Usage Limitations And User Responsibilities

2.4.      Estha’s provision of the Portal and any services connected therewith is conditioned on User’s acknowledgement and agreement to the following:

(a)        Between Estha and User, User has exclusive control over and responsibility for the content, quality, and format of any Materials uploaded on the Portal;

(b)        Estha is not responsible for determining how long any Materials, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, unless expressly stated under these Terms and Conditions, Estha is not responsible for or liable to produce any of User’s Materials to any third parties;

(c)        User agrees that its assigned account administrator(s) or Delegate(s) has/have authority to provide Estha with and accept from Estha any required authorizations, requests, or consents on behalf of User with respect to User’s account; and

(d)        User agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to Estha.

Content Storage and Deletion

2.5       During the duration of the User’s subscription, Estha will store all Materials uploaded by User.  However, Estha may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of the Portal or Estha’s resources.

2.6       Estha may, at its sole discretion, delete Materials uploaded on the Portal immediately and without notice upon the earlier of: (a) expiration of any time limits established by either Estha or User, such time limits not exceeding 365 days; or (b) expiration of its subscription term.

2.7       Estha may delete a User Account and data, including without limitation any Materials uploaded therein, upon the expiration or termination of the User’s subscription term for whatever reason. Estha may however retain such data for compliance with applicable law and in accordance with these Terms and Conditions.

2.8       Estha reserves the right to, and may, at any time change, modify, suspend or discontinue the whole or any part of the Portal. The User acknowledges and agrees that Estha shall be entitled at any time, at its sole and absolute discretion, and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Portal without assigning any reason therefor.

2.9.      While Estha may allow its Users to download Materials that Users have uploaded on the Portal such as all chat logs between Users and any chatbot on the Portal, User agrees and acknowledges that Estha reserves the right, at its sole discretion at any time, to remove, or to refuse to disseminate, distribute or otherwise continue to allow, any Materials uploaded, downloaded or appearing on the Portal.

3.         Representations and warranties

By accessing and using the Portal, the User confirms, represents and warrants to Estha as follows:

3.1.      if User is a corporate User, that it is duly registered or incorporated (where applicable) and validly existing under the laws of the country of its registration or incorporation, with full power and authority to perform and comply with its obligations in relation to the use of the Portal, the transactions contemplated thereunder and pursuant to these Terms and Conditions;

3.2.      all actions, conditions and steps required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable it lawfully to perform and comply with its obligations in relation to the use of the Portal, the transactions contemplated thereunder and pursuant to these Terms and Conditions, and to ensure that such obligations are legally binding on and enforceable against it, have been taken, fulfilled and done;

3.3.      its entry into, or performance of or compliance with its obligations in relation to the use of the Portal, the transactions contemplated thereunder and pursuant to these Terms and Conditions do not and will not breach any law to which it is subject, its constitutional documents or any agreement to which it is a party or which is binding on it or its assets;

3.4.      its obligations in relation to the use of the Portal, the transactions contemplated thereunder and pursuant to these Terms and Conditions are valid, binding and enforceable;

3.5.       all information furnished by it or on its behalf is true, accurate, up-to-date and complete;

3.6.      there is no winding up, bankruptcy or other insolvency proceedings of any nature which have been commenced or threatened against it;

3.7.      all Materials provided, posted, uploaded, published or submitted on the Portal shall not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation;

3.8.      it is not illegal or unlawful for it to access the Portal from the territory in which it is doing so;

3.9       in relation to documents uploaded or listed on the Portal that:

(a)        such document is an authentic copy of the original (if any);

(b)        the information contained in such document are true, complete and accurate in all material respects; and to forthwith notify Estha if User or its Delegate(s) at any time become aware that any information, becomes untrue or incorrect in any respect;

(c)        Estha has not and is not obligated to perform any due diligence on, or verify in any way, the validity, completeness or accuracy of such information;

(d)        all relevant consents for the disclosure of any information contained in such document (including, without limitation, any personal data and contact information) has been obtained; and

(e)       it will indemnify Estha and hold Estha harmless in respect of any loss, liability, costs, claim, action, demand, expense or damage of whatever nature (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending the foregoing) which Estha may incur or which at any time be brought against, suffered or incurred by, or imposed on Estha arising out of or in connection with the terms of this Clause 3.9.

4.         Information on the Portal

4.1.      Estha makes no representation, warranty or undertaking, express or implied, to anyone in relation to the functionality or otherwise of the Portal or the information and materials generated by or provided on the Portal (“Outputs”). Without prejudice to the generality of the foregoing, Estha makes no representation, warranty or undertaking (as the case may be), express or implied, to any person that:

(a)        the Portal will be available at all times or available at all;

(b)        any individual function or feature of the Portal will be uninterrupted and/or error free;

(c)        the Portal will be free of viruses, malware or other harmful components;

(d)        the Portal will be compatible with all software and hardware or, where interfered with, it will be secure (although reasonable measures will be taken to maintain the security of the Portal;

(e)        the Portal is of satisfactory fitness or quality for any general or specific purpose;

(f)         any defects or errors on the Portal will be corrected immediately and promptly;

(g)        the Outputs on the Portal are appropriate or available for use in connection with any general or specific purpose; or

(h)        the information on the Portal, or in any documentation that Estha prepares is complete, accurate, true, error-free, or up-to-date and User is solely responsible for checking Outputs for accuracy fand/or suitability.

4.2.      The Outputs made available on or through the Portal is for general informational purposes only and are provided on an “as is” and “as available” basis. Nothing on the Portal constitutes or should be construed to constitute:

(a)        the making or offering to make or inducing or attempting to induce any person to enter into or to offer, a solicitation, an invitation, advice, recommendation or endorsement to buy or sell investments, securities, investment products or any other financial services; or

(b)        advice of any kind, whether being advice of an investment, legal, tax, risk assessment, financial nature, or otherwise.

4.3.      For the avoidance of doubt, Estha does not and should not be construed as giving advice of any kind and, in particular, advice on investment products, securities, etc., by providing instructions to any User on how to use the Portal, or any information concerning any particular User or counterparty using the Portal.

5.         Third party links

5.1.      The Portal may may use or be used in connection with content, services, features, and integrations provided by third parties; and/or contain links to other websites and online resources which are not maintained or operated by Estha. The access and use of such third-party content, services, features, integrations, websites and resources is at the User’s own risk. Estha is not responsible for and does not endorse the availability or contents of such third-party websites or resources and shall not be liable for any damages or loss (including any computer viruses, Trojan horses, worms or similar items or processes), arising from the availability of contents of those third party websites or resources.

5.2.      The User acknowledges that the Portal may include advertisements which may be sent unsolicited to it. The User’s dealings with, or participation in promotions of, advertisers found on or through the Portal, including payment and delivery or related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and any such advertiser. The User agrees that Estha shall not be responsible or liable for any loss or damage of any sort suffered or incurred as the result of any such dealings or as the result of the presence of such advertisers on the Portal.

6.         Information Security, Data Protection & Personal data

6.1.      The User acknowledges and confirms that it has reviewed Estha’s Privacy Policy and agrees to its terms.

6.2.      The User consents to receiving communication (through any medium whatsoever) from Estha, which may include marketing materials such as newsletters, updates and promotions about the Portal.

6.3.      The Portal provides User with certain features and functionalities that User may elect to use, including the ability to download, retrieve and delete Materials uploaded thereon. User is responsible for properly: (a) configuring such applicable settings for the Portal; (b) using and enforcing controls available in connection with the Portal (including any security controls); and (c) taking such steps, in accordance with the functionality of the Portal, that User deems adequate to maintain appropriate security, protection, deletion, and backup of User Data, which include controlling the management of Delegates and Delegates’ access and credentials to the Portal, controlling user data that is processed by the Portal, and controlling the archiving or deletion of Materials in the Portal.

6.4       During the subscription term, the Company will maintain reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of User’s Materials. Company will not use User’s Materials except to provide the Portal services, or to prevent or address service or technical problems.

6.5       Company may collect, aggregate and analyze data derived from the operation of the Portal services (“Aggregated Data”), and Company may use such Aggregated Data for purposes of operating the Portal services, monitoring performance of the Portal services, and improving the same. Specifically, Company may collect and use collected data to train and refine Company’s AI systems, enhance the quality and accuracy of code generation through pattern analysis and learning, identifying and resolving technical issues, developing new features and capabilities based on User needs and behaviour. The  Company’s use of Aggregated Data will not reveal any personal data, or User confidential information.

7.         Intellectual property

7.1.       “ESTHA” and all other names and logos identifying the Portal and its services are either:

(a)        proprietary marks of the Company; or

(b)        marks which the Company is licensed to use.

Subject to paragraph 7.2 below, these Terms and Conditions shall not be construed in any way as providing the User with any licence or any mark or of any other intellectual property of the Company or any third party.

7.2.      The copyright in the content of all the pages on the Portal (hereinafter, “Portal Content”) is owned by the Company or its licensors (except where otherwise stated). Reproduction of part or all of the contents in any form is prohibited other than in accordance with the following permissions:

(a)        provided that these Terms and Conditions are complied with, a User may:

(i)         view and display the content of the Portal; and

(ii)        print or download to a local or network hard drive extracts from or whole pages for record keeping purposes, provided no copyright notice may be deleted from any such printouts and downloads.

(b)        no paper or digital copies of any materials that have been printed off or downloaded in any way from the Portal may be modified, and no illustration, photograph, video or audio sequence or any graphics therefrom may be used separately from any accompanying text.

7.3.      By accessing and using the Portal, and save as permitted in paragraph 7.2, the User shall not imitate, modify, copy, extract, reverse engineer, disassemble, decompile, distribute, transmit, display, perform, reproduce, re-utilise, publish, license, create derivative works from, transfer, or sell, in full or in part and in any way, the Portal or any Portal Content. The User acknowledges that unauthorized modification and/or interference, misuse, abuse or unauthorized use of the Portal or any Portal Content may violate Estha’s and/or third-party owners' intellectual property rights, and may also be an offence under applicable laws.

7.4.       Without prejudice to the foregoing, the User further agrees that it shall not:

(a)        use parts of the Portal to create and/or publish its own database;

(b)        frame or use framing techniques to enclose any trade mark, logo, or other proprietary information of the Company; or

(c)        link to any part of the Portal, other than the home page, for any commercial purpose, unless the Company’s express written consent has been obtained.

7.5.      Save for the foregoing and unless stated otherwise in these Terms and Conditions, User shall own the intellectual property to:-

            (a)        all Materials uploaded on the Portal;

            (b)        code generated or derived from using the Portal; and

            (c)        software applications created using the Portal.

8.         Limitations of Estha’s liability; indemnity

8.1.      Neither Estha nor any of its officers, employees or representatives shall be liable in contract, tort (including any breach of any statutory duty) or otherwise for any:

(a)         loss of profit, business or revenue;

(b)         any costs or expenses, or any special, indirect or consequential damages of any nature whatsoever, suffered or incurred by the User as a result of, or in connection with, the use of the Portal.

8.2.      Estha neither assumes nor accepts any liability for any loss or damage (whether direct or indirect), however caused, as a result of any computer viruses, Trojan horses, worms or similar items or processes arising from any User’s use of the Portal.

8.3.      The User shall indemnify Estha and hold Estha harmless in respect of any loss, liability, cost, claim, action, demand, expense or damage of whatever nature (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending the foregoing) which Estha may incur or which may at any time be brought against, suffered or incurred by, or imposed on Estha arising out of or in connection with the access and use of the Portal, including (without prejudice to the generality of the foregoing):

(a)         any breach of any term (including any breach or inaccuracy of any representation or warranty) under these Terms and Conditions by the User;

(b)         any statement, act, omission, fraud, negligence or default whatsoever of the User or any of its Delegates, officers, employees, representatives or agents (which the User agrees that it shall be fully and solely liable and responsible for); and

(c)         any enforcement or attempted enforcement by Estha of its rights or remedies against the User or any of its Delegates, officers, employees, representatives or agents.

9.         Acknowledgement and disclaimers

9.1.       The User understands, acknowledges and agrees that Estha does not and will not:

(a)         hold any monies for or on account of any User;

(b)        provide any endorsement, credit rating services or otherwise assess the creditworthiness or otherwise conduct any due diligence in respect of any User; or

(c)         provide custodial services.

9.2.       The User further understands, acknowledges and agrees that:

(a)        To the maximum extent permitted by applicable law, Estha disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, fitness for purpose, title accuracy, availability, security, privacy, compatibility, non-infringement, an any warranty implied by course of dealing, course of performance, or trade usage, pertaining to the Outputs;

(b)        Estha does not and will not assume any advisory, fiduciary or similar or other duties or act as an adviser to the User;

(c)        nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, agency or employment relationship between Estha and the User; and

(d)        the User has taken, or will take, the necessary independent legal, tax, financial or other advice in connection with its use of the Portal.

10.       International Usage

The Portal and the services provided therein are directed to residents of the Republic of Singapore. Those who choose to access the Portal or use the services therein from outside of Singapore do so at their own risk and may be subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Portal. You agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Platform. In addition, you agree to comply with all applicable laws, rules, codes and regulations regarding the transmission of technical data exported from Singapore.

11.       Waiver

Estha’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision

12.       Entire Agreement

The Terms and Conditions and any other terms and conditions of service on the Portal constitute the sole and entire agreement between Estha and User and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Portal and the services therein.

13.       Events Beyond Our Control

Estha shall have no liability to User for any breach of these Terms and Conditions caused by any event or circumstance beyond Estha’s reasonable control including, without limitation, strikes, lock-outs or other industrial disputes; epidemics or pandemics, breakdown of systems or network access; or flood, fire, explosion or accident.

14.       Rights of Third Parties

A person who is not a party to these Terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

15.       Partial invalidity

If any provision in these Terms and Conditions is or becomes illegal, invalid or unenforceable in any jurisdiction in whole or in part, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of these Terms and Conditions or the legality, validity or enforceability in other jurisdictions of that or any other provision of these Terms and Conditions.

16.       Amendments and updates

16.1      Estha may at any time at its discretion and without prior notice to the User, amend these Terms and Conditions by publishing such amendments on the Portal, which will become effective immediately after such amendment appears on the Portal.

16.2.     The continued access and use of the Portal shall be deemed acceptance of the updated terms.

17.       Governing law

Use of the Portal and these Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved in the Courts of the Republic of Singapore and the parties hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore

This version of the Terms and Conditions of Use is dated 1 March 2025.