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Effective Date:
November 10, 2021

1. Introduction

Welcome to our Services including the Ellty App (the App) and the Website (Ellty.com), which is owned and operated by TASKINA PTY LTD, ABN 63639538891 (we, us, our or Ellty).

By using our Services, You agree to be bound by the Terms. Your use of or access to our Services, including but not limited to the App, is conditional upon your acceptance and ongoing compliance with the Terms. If you do not want to agree to these Terms you must not access or use our Services. You warrant that You have full legal authority and eligibility to enter into and accept the Terms on behalf of such individual, company or other legal entity, and to legally bind such individual, company or other legal entity.

2. Definitions

1. Account means the account which must be created by the User via the Website in order to access the Services.

2. Free Licence is a Product and means the license to use the Services commonly referred to on the Website at this page as the Ellty Free plan.

3. Confidential Information means any written or oral information of a party (the Discloser) disclosed to, or otherwise acquired by, the other party (the Recipient) in connection with the Terms or in connection with Ellty or the Website, which is by its nature confidential, marked or treated as confidential by the Disclosure at the time of its disclosure or which the Recipient otherwise knows or ought to reasonably know is confidential, and includes all information that is Personal Information but does not include information that the Recipient can establish:

    a) Was in the public domain at the time of its disclosure by the Disclosure.

    b) Becomes, after being given to the Recipient, part of the public domain, except through disclosure contrary to these Terms.

    c) Was already in the Recipient’s possession through no wrongful act.

    d) Was lawfully received from another person having the unrestricted legal right to disclose that information without requiring the maintenance of confidentiality.

4. Content means if you as a User upload or create content (including any contact details, designs, images, drawings, marketing material of whatever kind, proposals, or any data, information, documentation, specifications, photographs, audio-visual materials, recordings, and anything else in a material form (which, for the avoidance of doubt includes information stored in an electronic form) on the Website.

5. Data means all Personal Information submitted by or on behalf of You or any User.

6. Ellty means TASKINA PTY LTD ABN 63639538891 or any of its subsidiaries, affiliates, officers, agents, employees or partners.

7. Ellty App (the App) means the proprietary design and marketing software application, service and tools available on the Website or available through any Ellty tool or application including mobile, web or iOS application. It includes the design, software, services, platform, website and Intellectual Property including any Ellty Design or services associated with the use of the software and is considered as a software as a service.

8. Ellty Design means, whether in whole or in part, any of Ellty’s, or any work You have created that consists of any of Ellty’s visual or graphic design, images, stock media, fonts, videos, wording, templates or any element of Ellty’s Intellectual Property or any third party stock media, fonts, or third party intellectual property, accessed through the Website or through accessing or using the Ellty App. For avoidance of doubt and by way of example, it includes work created by the User under all Subscriptions where the work created by the User includes an element of Ellty’s Stock Media, images, Font, Intellectual Property, Etc.

9. Export means to download or otherwise obtain the benefit of an Ellty Design.

10. Force Majeure means an event or series of events that is outside the reasonable control of Ellty which include any failures to public telecommunication networks, acts of war, technical issues, sabotage, labour shortage or dispute, governmental act, changes to the law, disasters, explosions, fires, floods or public security attacks (whether actual or virtual) or complete or partial failure of the Internet.

11. Free Trial is a Product and means the Subscription which has been offered to You for free at the election of Ellty, for a short period of time so You can try the Service.

12. GDPR means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

13. GST means the goods and services tax as imposed by the GST Law.

14. GST Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and includes all regulations and associated legislation and delegated legislation.

15. Intellectual Property means:

    a) All present and future intellectual property rights, whether registered or not, under statute or at common law or equity, including designs, trademarks, patents, applications, copyright, know-how, Confidential Information and trade secrets, software, templates, business names, domain names and rights of a similar nature that exist, or that may come to exist anywhere in the world.

    b) any application or right to apply for any rights referred to in paragraph (a).

16. Fee means the amount specified via the Website on Plans page for a Product represented as plan based pricing or as otherwise agreed between the parties in writing.

17. Local Laws means any legislation, regulations, by-law, ordinances and orders applicable in any country, state or territory either within Australia or in other countries.

18. Permitted Use means the use permitted as set out in Clause 8.

19. Personal Information has the same meaning as in the Privacy Act 1988 (Cth)

20. Pro Licence means the Products and license to use the Services commonly referred to on the Website at Plans page as either the Ellty Pro plan.

21. Privacy Laws includes the Privacy Act 1988 (Cth) as amended, replaced or supplemented from time to time and any other applicable legislation in force in any jurisdiction affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of personal information (to the extent that such legislation would apply with respect to Ellty, the Ellty App, software or our Services. It includes any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under such instruments, as amended from time to time. For the avoidance of doubt, Privacy Laws will be taken to include General Data Protection Rules in so far as those rules apply to the User.

22. Product means the packages or plans available on the Website. For avoidance of doubt, this includes Free Trial and Pro Licence.

23. Privacy Policy means the Privacy Policy applicable to Users using the Services.

24. Services means the products or services offered by Ellty either directly, through the Ellty App, Website or other proprietary software. It includes any design, elements, Intellectual Property and Ellty Design, any third-party licensed software or elements, or our design products or services. It includes any related user tools, elements or documentation in connection with the Ellty App, the Website or other design or marketing service methods offered by Ellty (collectively the “Services”).

25. Share means to email, post, transmit, upload, online chat or otherwise make available (whether to us or other users) through your use of the Services.

26. Specified Intellectual Property means any logo, brand or other Intellectual Property, which may be incorporated into an Ellty Design as an item of Stock Media.

27. Stock Media means the component parts of the Ellty Design, including but not limited to logos, trademarks, shapes, colours, design or design elements, images or any other component parts that may be incorporated into a design.

28. Subscription means the licence that the User obtains to access or use the Services by successfully creating an active Account for one of the Products available on the Website.

29. Supervisory Authority means an independent public authority which is established by an EU Member State pursuant to the GDPR.

30. Team Product Licence means the Pro Licence where the Subscription to the said Pro Licence has two or more Users (For example, where a team of users within a company are using a Pro Licence).

31. Terms means these Terms of Use and the terms of the Privacy Policies including Privacy Policy (GDPR), Social Media Terms and Cookies Policies, together with any other terms associated with Your Subscription which You accept by using the Services

32. User means an individual who accesses the Services.

33. Website means Ellty’s website Ellty.com and includes any other service, tool or application, including any mobile web, any iOS application, Android application or other access mechanism connected to the Services.

34. You means you, a user, individual or entity subscribing to the Services, whether as an individual or on behalf of an entity, including but not limited to include any of Your employees, consultants or customers, to use the Services. For the avoidance of doubt, it includes any person or entity in which You the user provides access to the Services.

3. Interpretation

In these Terms of Use:

1. A reference to this Terms of Use, Terms or other instrument includes any variation or replacement of any of them.

2. A reference to a statute, code or another law includes regulations and other instruments made under it and any consolidations, amendment or re-enactments or replacements of any of them.

3. A reference to a party includes a reference to that party’s executors, administrators, successors, employees, customers and consultants. References to an individual shall include a firm, body corporate or association, whether incorporated or not.

4. The singular includes the plural and vice versa.

5. “Includes”, “including”, “for example” and similar terms are not terms of limitation

6. Unless stated otherwise such as in the Ellty App which allows for Australian Dollars (AUD) and United States Dollars (US), all other references to currency are in the currency where Ellty is located and includes GST (where applicable).

4. General

1. These Terms apply to the use of our Services including any licences granted to You by way of a Subscription to use the Services.

2. Unless expressly stated otherwise, the Terms apply to all Services and Products, including Ellty Free Trial and Pro Licence Products.

3. All licences require an active Subscription to use the Services. You must not continue to use the Services or any Ellty Design after the termination of your Subscription.

4. The Terms constitute the entire agreement between the parties and replaces all prior understandings, agreements and warranties.

5. Ellty reserves the right to amend the Terms at any time by publishing amended Terms on the Website. In relation to any significant amendments that may have a material adverse effect on your use of the Website or our Services, Ellty will notify you of those changes by publishing the amended Terms on the Website and publish the amended Terms at least fourteen (14) days prior to the changes being implemented (the Notice Period), unless the circumstances of the amendments make it unreasonable to provide You with such Notice Period.

6. You agree to check our Website periodically to ensure you are aware of our current Terms.

7. Your continued use after the Notice Period has lapsed indicates your consent to be bound by the amended Terms. If you do not agree to the amended Terms, you may elect to terminate Your Subscription in accordance with these Terms.

8. You must not use or disclose any Confidential Information concerning Ellty or the Website, which You possess, other than for the Permitted Use.

9. If Ellty does not act in relation to a breach of these Terms by you, this does not waive Our rights to act with respect to subsequent or similar breaches of these Terms by You.

5. Subscription Licences

1. You may only access or use the Services contained in the Ellty App by purchasing a licence and entering into an active Subscription.

2. You can obtain a licence to use the Services, and the right to use the Ellty App by:

    a) Entering into a Subscription and paying the relevant Fee for one of Ellty’s Products on the Website, or registering for a Free Trial.

    b) Agreeing to be bound by the Terms.

3. Ellty grants You a non-exclusive, non-transferable, limited, revocable licence to Use the Services after You have paid the Fee. Ellty reserves all rights which are not expressly granted to You.

4. Except where expressly stated otherwise in these Terms, Ellty is and remains the owner of any intellectual property rights with respect to Ellty and the Services as a result of Your Subscription.

6. Free Licences

Where You have entered into a Subscription for a Free Licence, these additional provisions will apply:

1. The licence granted to You allows You to use the Ellty App and any Ellty Design for the Permitted Use set out in Clause 8.

2. Before You may take possession of or use an Ellty Design in the Ellty App, you must first obtain a Licence from Ellty by entering into a Subscription for a Free Licence. There is no fee payable to obtain a Free Licence.

3. Ellty retains all rights in and to the Stock Media, including and without limitation, all copyright and other intellectual property rights. Ellty may at its absolute discretion, use any Content or work containing an Ellty Design for any purpose whatsoever. For example, Ellty may use parts of the work created by You in so far as it utilises Ellty’s Stock Media, Ellty Design or any of Ellty’s intellectual property. All rights will be retained by Ellty in perpetuity.

4. You must not dissect or use any element of an Ellty Design and must only use the whole Ellty Design. For the avoidance of doubt, you cannot take an element of an Ellty Design and use that element elsewhere.

5. Ellty reserves the right to remove or replace any of the Stock Media with an alternative for any reason. To the extent that any Stock Media is owned or licenced with a third party, You agree that Ellty may move or replace those elements from time to time.

7. Pro Licences & Free Trial

1. Where you have entered into a Subscription for a Free Trial, these additional provisions will apply:

    a) Free Trials are available under a one-time evaluation period. You agree to provide Ellty with certain information as indicated in the Subscription process. At the end of the trial period, and unless the trial is converted to a paid Subscription, the Services will automatically convert to a Free Licence.

    b) Ellty reserves the right to delete any Data or content that was uploaded during the trial after twelve months of inactivity on that Account.

    c) Ellty reserves the right to terminate your trial at any time at its sole discretion. To the maximum extent permitted by applicable law, trial versions are provided by Ellty without any warranty or indemnification to you.

2. Pro Licences are considered Team Products insofar as a Subscription relating to a Pro Licence can either be for an individual User or for a team of Users. Where You have entered into a Subscription for a Pro Licence via the Website, these additional provisions will apply:

    a) You may obtain the right to obtain a Licence and use the Services when you have Subscribed to either the Pro Licence plans available on the Website.

    b) You retain all rights and ownership of your Content or work except where Your Content contains, whether in whole in part, any Ellty Design. The licence granted to You allows You to use any Ellty Design and any Stock Media for the Permitted Use. However, insofar as Your work or Content contains any element of an Ellty Design, whether in whole or in part, you agree that you will be restricted to using that Content or work to the terms set out in Clause 6 above relating to a Free Licence.

3. We require certain licences from you to your content to operate and enable the Services. When you upload Content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licence and a transferable licence to access, use, reproduce, distribute and translate the content as needed in response to user driven actions (such as when you chose to store privately or share your content with others). This licence is granted for the purpose of:

    a) Providing, operating or improving the Services.

    b) Responding to support requests.

    c) Detecting, preventing or otherwise addressing fraud, security, unlawful or technical issues.

    d) Enforcing these Terms.

4. Some Services may provide features that allow you to Share your content with other users or to make it public. Other users may use, copy, modify, or re-share your content in many ways. You are required to carefully consider what you Share or make public, as you are entirely responsible for the content that you Share.

5. The permissions and settings which can be adjusted by your administrator are your responsibility. We do not monitor or control what others do with your content so you are therefore responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It is your responsibility to let other Users know how your content may be Shared and adjust the setting related to accessing and sharing your content. Under Pro Licences, the administrator is granted authority to delete or transfer your content to other Users.

6. If You have a Pro Licence and a User no longer requires the use of the Services, the administrator may reassign such usage rights to a new User, and so long as the transfers support employee turnover or user role changes where the User no longer requires access to the Services. You acknowledge that you will be required to pay Fees for any additional Users on your Account under the Subscription.

8. Permitted Uses

1. The Permitted Uses for all Licences including Free Trial, Free Licence and Pro Licences.

    a) To enable You to take possession of or use any Ellty Design created in the Ellty App, your Subscription must be active. You must not use the Ellty App or any work created in the Ellty App beyond the expiry of your Subscription, regardless of whether you created these works under a previous Subscription.

    b) Active Subscription gives You the right to use any Ellty Design or Stock Media to create or distribute works for any of the following permitted uses:

      - Invitations, advertising and promotional projects, including printed materials, product packaging, presentations, film and audio presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards up to 2,000 prints.

      - Online or electronic publications, including web pages, blogs, eBooks and videos, limited to a maximum of 480,000 total pixels per Stock Media file.

      - Books and book covers, magazines, newspapers, editorials, newsletters and video broadcast and theatrical presentations up to 2,000 prints.

      - School or university projects.

      - Social media posts or to create a profile image.

      - Decorative background on a personal computer or background device.

      - Prints, posters and other reproductions for promotional purposes, but not for resale, licence or other distribution.

      - Any other uses approved in writing by Ellty.

    c) Any use of an Ellty Design or Stock Media outside, or in excess of, the Permitted Uses is prohibited.

2. Pro Licence Permitted Use.

    a) In addition to the Permitted Uses set out in Clause 8.1 above, a Pro Licence User with an active Subscription may also use Content and work created by its Pro Users where that work is not based on any Ellty Design as follows:

      - For commercial purposes, the content or work solely created by you.

      - To make copies or reproductions as you elect.

      - To allow third parties to use those copies or reproductions for a commercial purpose as they or You see fit provided the use does not breach these Terms.

    b) For the avoidance of doubt, should Your Content or work contain an element in whole or in part of any Ellty Design, then you will be restricted to the Permitted Uses set out in Clause 8.1 Any Content or work solely created by you without any Ellty Design element including but not limited to fonts, photos and graphics, is able to be used and sold as an end product provided you maintain your Subscription to use our Services.

    c) Where You have created an end product for a client, you are permitted to transfer the entire end product to the client. When you do this, you must have an active Subscription at the time of transfer to the client. You are permitted to distribute end products in any and multiple media formats but must inform the client of their obligations in relation to intellectual property rights, those obligations of which are the same as those imposed on You under this Agreement.

9. Intellectual Property

1. The materials displayed on the Ellty App, including any software, design, text, images, audio, video or graphics comprised in the Ellty App, including the selection and layout of the Website, are owned or under licence by Ellty and are protected by Australian and International intellectual property laws.

2. Ellty retains all rights in and to the Stock Media, including and without limitation, all copyright and other intellectual property rights. Ellty may at its absolute discretion, use any Ellty Design, in whole or in part, for any purpose whatsoever. All rights will be retained by Ellty in perpetuity.

3. Your use of the Services does not grant you a licence or act as a right of use of any of the trademarks or logos, whether registered or unregistered, that are displayed on the Website and the Services without the express written permission of the trademark owner.

4. We own the copyright and other Intellectual Property which includes all creative and literary works that are displayed on the Website and the Services.

5. You may view the Website and Services, and any contents by visiting the Website and accessing the Services. You may make a temporary copy of the Services by means of the usual operation of your web browser only.

6. You must not sell, replicate, alter, change or use Ellty Intellectual Property in any way other than for the permitted uses set out in Clause 8.

7. In the event that you in any way breach Ellty’s Intellectual Property rights, Ellty will not hesitate to enforce its intellectual property rights against You.

10. Prohibited Conduct and Restrictions

1. In the event that you in any way breach Ellty’s Intellectual Property rights, Ellty will not hesitate to enforce its intellectual property rights against You.

    a) Except where you have obtained a Pro Licence, You must not:

      - Reproduce or use any of the material on the Website or Services for commercial purposes, including sale.

      - In any way modify the material displayed on the Website or Services.

      - Cause any of the material on the Website or Services to be framed or embedded in another website or product.

    b) Where you have obtained a Pro Licence, you may sell your Content or work provided that:

      - It does not contain any element of an Ellty Design.

      - That the work has been derived independently of any of any element or Ellty Design template and exists completely on the User’s own template.

2. To modify, adapt or translate any software or other Intellectual Property elements underlying the Services.

3. To post or share false, inaccurate, misleading, deceptive, defamatory or offensive content (including Personal Information.

4. To download and aggregate content from our Website without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Website into any other without our prior written authorisation.

5. To reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any software or other intellectual property elements underlying the Services.

6. To allow items incorporated into end products to be extracted or used separately from the end-product. You must take reasonable steps to prevent this from happening and inform any client who the project is for of their responsibilities in relation to this.

7. To engage in any cross-selling between Users in relation to any Intellectual Property of Ellty.

8. For any activities, post or transmit via the Services any information or materials which breach any laws or regulations, infringe a third party’s rights, or are contrary to any relevant standards or codes.

9. To post or transmit any material which interferes with other users or defames, harasses, bullies, intimidates, threatens, menaces or restricts any person or which inhibits any user from using the Services or the Internet.

10. To post or transmit any material where doing so violates the intellectual property rights, confidentiality or trade secrets of another party.

11. To use, post or transmit for an unlawful purposes where the material contains or is being used in a way that is offensive, defamatory, pornographic, obscene, contains violence (including self-harm), hate speech or demeaning, or promotes discrimination. You cannot use items in a way that creates a fake identity, implies personal endorsement of a product by the person or in connection with sensitive subject.

12. To send unsolicited email messages.

13. To post or transmit content that contains, or amounts to, advertisement, attempted business solicitations, marketing materials or sales promotional materials.

14. You must not modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute the content of the Ellty App in any way except as expressly provided for by us or expressly authorised in writing by us.

15. To knowingly transmit any viruses, spyware or other forms of malware or other disabling features to the Services.

16. To attempt any of the above acts or encourage, or facilitate, or assist another person to do any of the above acts.

11. Prohibited Conduct and Restrictions

1. You must not act in any way which does not align with the values of the community, or in a way that could cause harm to us or to others.

2. You must only download or use an Ellty Design or Stock Media if:

    a) You have an intention to use it.

    b) You have an active and appropriate level of Subscription relating to the intended use of those elements, Ellty Design or Stock Media. It is a breach of our Terms if you download Ellty Designs or Stock Media that you do not intent to appropriately use, which are mass downloads or which are downloaded in advance in order to use them after the Subscription is over. If you wish to use an item which you have downloaded under an old Subscription, then you must enter into an active Subscription to reuse it.

3. You must enter into a Subscription plan which aligns with your intended Permitted Use under these Terms. For the avoidance of doubt, you must not enter into a Pro Licence plan and downgrade to a Free Licence plan with the intention of using previously downloaded images for Pro LIcence Product Permitted Uses. This would be a breach of our Terms.

4. If we suspect you may be breaching our Terms, we may elect to terminate your access to the Ellty App and cancel your Subscription in accordance with these Terms.

12. Maintenance, Service Availability and Support

1. The Services may automatically be updated from time to time by Ellty. These updates may take the form of bug fixes, new features, or new versions. You agree to receive such updates from Ellty as part of your use of the Services.

2. Services may be accessible worldwide but for clarity, this does not mean all Services or service features are accessible in all languages or all areas, or that content is available via the Services is legally compliant in all areas. It is Your responsibility to make sure your use of the Services is available and legally compliant in your area.

3. We cannot be responsible for any delays or interruptions to our Services. We will use commercially reasonable efforts to minimise delays and interruptions. However, we cannot warrant that the Services will be available at all times or at any given time.

4. We may modify or discontinue any or all the Services at any time without notice or liability to you or anyone else. If we discontinue a Service, you have the right to request a refund in writing within thirty (30) days of discontinuance, in which case, we will provide you with a pro rata refund for any unused fees for the Service for which you may have prepaid, in which event, your right to use the discontinued Service (or all Services as the case may be) will terminate. This will be your sole remedy in the event we discontinue any or all of the Services.

5. We will not be responsible for any loss, cost, damage or liability that may result from our modification or the discontinuance of the Website or the Services.

13. Force Majeure

1. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under these Terms due to any Force Majeure provided that the delayed party:

    a) Gives the other party prompt notice of such cause.

    b) Uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

14. Assignment

1. You must not assign any right or obligation that exists under these Terms without prior written consent from Ellty. Ellty may however assign its rights and obligations under these Terms.

15. Privacy

Our Privacy Policies govern any Personal Information or personally identifiable information You provide to us. By agreeing to and accepting to these Terms, you consent to all actions we take with respect to your information consistent with our Privacy Policies.

16. Account Information

1. You are responsible for all activity that occurs via your Account. You are required to notify Ellty immediately if you become aware of any unauthorised use of your Account.

2. Ellty or Your account administrator may use your account information to manage your access to the Services.

17. Collection and Use of Data

1. By accepting these Terms, You consent to Ellty acting in accordance with the Terms, including but not limited to the Privacy Policy and Cookies Policy, as amended from time to time.

2. Ellty works towards continually improving the Services to benefit You by improving its Products or Services and to provide further services or technologies to You. As such, Ellty may collect and use data to review Your experience with the Services.

3. Ellty may periodically collect, monitor and use any technical, personal and related data concerning Your use of the Services, including the details of any:

    a) Technical issues You may be experiencing.

    b) Ellty Design that you have Exported or monitor anything You Export from or upload to the Website or Services

    c) Misuse of the Website or Services by You or any person using Your Account.

4. You agree that Ellty at its sole discretion may opt to use recording software for this purpose and that Ellty may retain any data collected indefinitely. To the extent that Ellty will possess Personal Information, it will comply with its obligations under applicable data protection laws. Please see our Privacy Policy for more details on the processing of Your personal data that Ellty has collected and received through the Services.

5. Where You have deleted data, including Personal Information, such data may persist in back-up copies for a reasonable time however Ellty does not take any responsibility in implementing or maintaining back-ups on your behalf.

6. In relation to actual or suspected Data Incidents, Ellty shall:

    a) Implement and maintain reasonable and appropriate data security and incident management policies and procedures.

    b) Notify You without undue delay after becoming aware of the unlawful or accidental destruction, alteration or damage or loss, unauthorised disclosure of, or access to Data including Personal Information, transmitted, stored or otherwise processed by Ellty or of which Ellty becomes aware (Data Incident), as required to assist You in ensuring compliance with Your obligations to notify the Supervisory Authority in the event of Personal Information breach.

7. Ellty shall make reasonable efforts to identify the cause of such Data Incident and take those steps as Ellty deems necessary and reasonable in order to remediate the cause of such as Data Incident, to the extent that the remediation is within Ellty’s reasonable control.

8. The obligations set out above shall not apply to incidents that are caused by You or Your Users.

9. When the Services provide storage, we recommend that you continue to back up your content regularly. You may store copies of any Content or work you have created which does not have a component, in whole or in part, of any Ellty Design in either an image file (e.g. .JPEG, .PNG, .GIF) file or PDF format.

10. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity and other technical limits. We may suspend the Services until you are within the storage space limit associated with your Account.

18. Third Party Links or Software

1. The Services may contain advertising, software, hyperlinks and other pointers to websites operated by third parties (Linked Websites). We do not control Linked Websites and are therefore not responsible for the content of any Linked Website or any hyperlink contained in a Linked Website.

2. We provide hyperlinks for your convenience only and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of a Linked Website or the products or services offered at Linked Websites. You visit Linked Websites entirely at your own risk.

3. We do not provide any warranty or take any responsibility for any aspect of Linked Websites or their content. You should make your own investigations with respect to the suitability of goods or services offered to you via a Linked Website.

19. Warranties and Indemnities

1. By agreeing to the terms and conditions contained in these Terms, You warrant that you:

    a) Will provide true, accurate, current and complete information about yourself as a User as prompted in the Subscription process.

    b) Will maintain and promptly update the information provided during the Subscription process to keep your details up to date.

    c) Will not share your User ID with any third party.

    d) Will not use any Ellty Design or Stock Media for any use other than a Permitted Use.

    e) Will validate the accuracy of any factual information included in an Ellty Design.

    f) Will not engage in any conduct, which damages or is likely to prejudice Ellty’s business or reputation.

    g) Will not defame any person, infringe the copyright or other intellectual property rights of any third party.

    h) Will not breach, or cause Ellty to breach, any other law applicable to Ellty or an Ellty Design.

2. Ellty warrants that no Stock Media will include any material which infringes any person’s intellectual property rights.

3. If You provide any information that is untrue, inaccurate, outdated or incomplete, or if Ellty has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, Ellty may suspend or terminate your Account and refuse the Services.

4. You acknowledge that misuse of the Website or a Service, as determined in the sole discretion of Ellty, may result in suspension or termination of Your access to the Services and any further action deemed necessary by Ellty.

5. You indemnify Ellty against any and all liability, loss, costs and expenses arising from a breach by You or any of Your Users, of any warranty or representation or term within these Terms.

6. We rely upon your continued observance of the Terms. If we suffer loss or damage or incur any costs associated with any breach by you of the Terms or any associated legal obligation, you agree to indemnify us for those losses, damages and costs.

7. By using the Services, you agree to indemnify us from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses (whether in tort or in contract including and without limitation, negligence) arising out of or in any way connected to the use of the Services by You.

20. Disclaimer

1. While Ellty has made reasonable efforts to correctly categorise, keyword, caption and title the Stock Media, Ellty takes no responsibility for the accuracy of such information, or any metadata, which may be provided with the Stock Media.

2. Ellty takes no responsibility for any harm whatsoever, which may occur, as a direct or indirect result of Your use of the Services. You Use the Services is at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You.

3. Ellty takes no responsibility whatsoever, for any infringement of copyright or Intellectual Property rights, which may occur as a direct or indirect result of Your use of the Services.

4. Ellty does not make any claims that the information is appropriate or may be downloaded in all areas, countries or jurisdictions. Access to the information contained in the Services may not be legal by certain persons or in certain countries. If You access the Services, you do so at your own risk and You are responsible for compliance with the laws of Your jurisdiction, and any other laws applicable to You.

5. Some legislation such as the Australian Consumer and Competition Act 2010 (Cth) may confer you with rights and remedies relating to the provision of goods or services to you by us via the App and/or Service which cannot be excluded, restricted or modified (your Statutory Rights). We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

6. Except for your Statutory Rights and with respect to the App and the Services:

    a) All material displayed on the App is provided to you without warranties of any kind, either express or implied.

    b) The Service is provided to you without warranties of any kind, either express or implied.

    c) We expressly disclaim all warranties of any kind including but not limited to warranties of acceptable quality and fitness for a particular purpose.

    d) We do not warrant that the functions contained in any material within the App or your access to the App and/or Service will be uninterrupted or error free, that any defects will be corrected or that the App and/or Service, or the servers which stores and transmits material to you are free of viruses or any other harmful components.

    e) We do not warrant or make any representation regarding your access to, or the results of your access to, the App and/or Service including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

7. To the extent permitted by law, including but not limited to any act or omission on your part, we will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special and/or consequential, including loss of profits, suffered by you or claims made against you which result from any use or access of, or any inability to use or access, the App and/or Service.

8. You expressly acknowledge that we do not exert control over users of the Internet and we are not liable for damage suffered by you, either directly or indirectly, as a result of your access to the App and/or the Service. In particular, as the App and the Service may serve as a conduit for information, you may be able to access, download or otherwise use content provided by other users of the Service. Such content may contain viruses, spyware and other forms of malware. We do not undertake to screen the content and accept no liability for damage suffered by you, either directly or indirectly, as a result of your access to user generated content via the App and/or the Service.

21. Limitation of Liability

To the extent permitted by law, our liability for breach of any implied warranty or condition, which cannot be excluded by the Terms of Use, is limited, at our option, to one or more of the following:

1. In the case of services supplied or offered by us:

    a) The resupply of the services.

    b) The payment of the cost of having the services resupplied.

2. In the case of goods supplied or offered by us:

    a) The replacement of the goods or the supply of equivalent goods.

    b) The payment of the costs of replacing the goods or acquiring equivalent goods.

    c) The payment of the costs of having the goods repaired.

22. Fees, Payment, Period and Renewal

1. You agree to pay any and all applicable charges including any Fees associated with your Account, in advance, regardless of usage. For Products paid on a non-credit card based transaction, payment is due within thirty (30) days following the date of Ellty’s invoice, and any amount not paid when due is subject to interest at a rate of 5% per annum calculated and charged daily. If an invoice is not paid when due, we reserve the right to suspend or terminate your licence, access or other rights to the related Services for which fees are not paid when due.

2. No refunds or credits for charges or other fees or payments will be provided to you if you elect to cancel or downgrade your Services plan or scope of licence, access or other rights with respect thereto.

3. You must pay any applicable GST under GST Law or any other applicable taxes or third-party fees (for example mobile carrier fees, data plan charges, credit card fees, foreign exchange fees) connected with the use of the Services.

4. Where you elect to terminate the Services, and unless otherwise as a result of cause and by providing us with thirty (30) days written notice, you will not be entitled to a refund of the Fees.

5. You agree to keep your credit card and other billing information that is provided to Ellty up to date at all times. If you do not notify us of updates to your payment methods and billing information, your use of the Services may be interrupted.

6. The period of your Subscription will commence on the date in which you enter into a Subscription with us to obtain an Account and will continue until terminated in accordance with the Subscription Plan or terminated in accordance with these Terms.

7. Where you have Subscribed to a Pro Licence, you may add additional Users beyond your initial user subscriptions at any time. Added user subscriptions are priced at the rates available at the time of purchase and will be invoiced to You at the time of your next billing cycle. All User Subscriptions under a specific plan will have the same scheduled subscription end date regardless of when additional Users were added to your Account.

23. Termination and Suspension of Account

1. The Terms are effective until terminated by us, which we may do at any time and without prior notice to you. In the event of termination, we will post a notice to that effect on the Website. All restrictions imposed on You by the Terms, confidentiality, intellectual property, warranties, indemnities, limitations of liability and governing laws set out in the Terms will survive termination.

2. These Terms commence upon the User expressing his or her acceptance of the Terms contained on the Website.

3. If You engage in any use of an Ellty Design or any Stock Media that does not constitute Permitted Use, then Ellty may, at its absolute discretion take all or any of the following actions:

    a) Terminate Your Account by giving you notice in writing with immediate effect.

    b) Suspend a Your Account.

    c) Take any further action it deems necessary.

4. If any act by You or any person using Your access constitutes a breach of these Terms , then Ellty may, in its absolute discretion suspend and/or terminate Your Account, effective immediately.

5. You may terminate these Terms by destroying the Ellty Design and Stock Media, along with copies or archives of it or accompanying materials, ceasing to use the Ellty App for any purpose and deactivating your Account.

6. Termination of these Terms will not affect the accrued rights or remedies of either party.

24. Severability

If any provision of the Terms is found to be invalid or unenforceable by a Court of Law, such invalidity or unenforceability will not affect the remainder of the document, which will continue in full force and effect.

25. Jurisdiction and Governing Law

1. These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to conflict of law provisions. You irrevocably and unconditionally submit to the exclusive jurisdiction of the Courts of Victoria and Courts of Appeal concerning any dispute in relation to these Terms or your Subscription.

2. You may have additional rights and we do not seek to limit those rights to the extent prohibited by law.

3. This clause will survive termination of any Subscription.

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