Terms of Use

1. Who we are and what these terms cover

These Terms of Use (“Terms”) govern your access to and use of the eSora Studio website at www.esoralabs.com (the “Site”). The Site is operated by eSora Labs Ltd., a Canadian company headquartered in Toronto, Ontario, for its eSora Studio division (“eSora Studio”, “we”, “us”). eSora Studio is a brand and operating division of eSora Labs Ltd.; it is not a separately incorporated company, and eSora Labs Ltd. is the contracting entity for everything offered through this Site.

By accessing or using the Site you agree to these Terms and to the policies they reference, including the Privacy Policy, Cookie Policy, Intellectual Property Policy, Acceptable Use Policy, and Disclaimer. If you do not agree, please do not use the Site.

These Terms cover the public website only. Work we perform for clients is governed by the signed agreement for that engagement, as explained in section 2.

2. Website use versus client engagements

Browsing this Site, reading a case study, using the quote configurator, or sending an enquiry does not create a client relationship, an engagement, or any obligation on either side. A submission through our quote wizard opens your own email application with a pre-filled message to info@esoralabs.com; nothing is transmitted until you send that email, and sending it does not form a contract.

An engagement with eSora Studio is formed only when a written agreement — typically a master services agreement or proposal with statement of work — is negotiated and signed by both you and eSora Labs Ltd. Until that happens, no work is commissioned, no price is binding, no timeline is committed, and neither party owes the other anything beyond these website Terms.

When a signed agreement exists, it governs the engagement. Section 16 sets out the order of precedence between signed documents and these website policies, and section 17 (Annex A) summarises, for transparency, the key commercial terms we typically put into client agreements.

3. Eligibility and authority

The Site is intended for business and professional audiences. You may use it only if you are at least the age of majority in your jurisdiction and capable of forming a binding contract. The Site is not directed at children, and we do not knowingly collect personal information from children.

If you use the Site or send an enquiry on behalf of a company or other organisation, you represent that you are authorised to act for that organisation, and “you” in these Terms includes that organisation.

4. Permitted use and limited licence

We grant you a limited, revocable, non-exclusive, non-transferable licence to access and view the Site for its intended purpose: learning about eSora Studio, reviewing our work, and contacting us about a potential engagement. You may share links to public pages and quote brief, attributable excerpts in a manner that does not misrepresent us or suggest endorsement.

This licence does not include any right to copy, reproduce, redistribute, sell, license, publicly display, or create derivative works from the Site, its design, its code, or its content, except as applicable law permits regardless of contractual restriction (for example, fair dealing under Canadian copyright law). All rights not expressly granted are reserved by eSora Labs Ltd. and its licensors.

5. Prohibited conduct

You must not misuse the Site. In summary — and as detailed in the Acceptable Use Policy, which forms part of these Terms — you must not:

• use the Site for anything unlawful, fraudulent, defamatory, harassing, or infringing;
• impersonate any person or organisation, or misrepresent your affiliation or identity in an enquiry;
• attempt unauthorised access to the Site, its hosting, or any related system, probe or scan for vulnerabilities without authorisation, or interfere with the Site’s operation or other visitors’ use of it;
• introduce malware, malicious links, or harmful code, including in materials you send us;
• use abusive automated means — bulk scraping, extraction, or harvesting — except where applicable law guarantees that right or we have authorised it in writing (separately authorised, good-faith security research is welcome; see the Security page);
• use Site content to train machine-learning models where such use is restricted by applicable law or our rights, subject always to statutory exceptions; or
• remove or obscure any ownership, attribution, or legal notice.

We may restrict or block access to the Site for conduct that breaches these rules, and we may report unlawful conduct to the appropriate authorities.

6. Informational content; no professional advice

Site content is provided for general information and marketing purposes. It is not legal, regulatory, engineering, manufacturing, accessibility-conformance, or other professional advice, and it should not be relied on as a substitute for advice specific to your situation. Case studies and project descriptions are illustrative, as explained in the Disclaimer.

7. Third-party services and content

The Site links to, or is served with the help of, third parties — for example the content delivery networks and font services listed in our Privacy Policy. Third-party sites, services, and materials are governed by their own terms and policies, which we do not control and are not responsible for. A link is not an endorsement unless we say so explicitly.

8. Intellectual property

The Site and its content — including designs, text, imagery, code, the eSora name and mark, and our frameworks and methods — are protected by intellectual-property laws and are owned by or licensed to eSora Labs Ltd., as set out in the Intellectual Property Policy. That policy also explains the status of client materials, project deliverables, third-party and open-source components, and how to request permission or report suspected infringement. Nothing in these Terms transfers any ownership of intellectual property to you.

9. Availability, changes, and suspension

We work to keep the Site available and accurate, but the Site is provided as a public marketing resource and we do not guarantee uninterrupted, timely, or error-free operation. We may change, suspend, or withdraw any part of the Site at any time without notice, and we are not liable for any period of unavailability.

We may suspend or restrict access for any visitor who misuses the Site, and we may update Site content — including project descriptions and these policies — as our practice evolves, subject to the change-communication rule in section 15.

10. Warranties and disclaimers

The Site and its content are provided “as is” and “as available”. To the maximum extent permitted by applicable law, we disclaim all warranties, representations, and conditions of any kind, express or implied, including implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, and non-infringement, in relation to the Site.

Nothing in these Terms excludes, restricts, or modifies any warranty, condition, right, or remedy that cannot lawfully be excluded, restricted, or modified — including statutory rights you may have under consumer-protection legislation in Ontario, elsewhere in Canada, or in your own jurisdiction. Where such a right applies, it is preserved in full, and these disclaimers apply only to the extent the law allows.

11. Limitation of liability

To the maximum extent permitted by applicable law, eSora Labs Ltd., its affiliates, and their respective directors, officers, employees, and contractors will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to your use of, or inability to use, the Site — regardless of the theory of liability and even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or relating to the Site and these Terms is limited to the greater of (a) one hundred Canadian dollars (CA$100) and (b) the amount, if any, that you paid us specifically for access to the Site in the twelve months before the event giving rise to the claim. Because this Site is free to access, clause (b) will ordinarily be nil.

Nothing in this section excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, or death or personal injury caused by negligence, or any statutory liability that applies to you and cannot be waived.

12. Indemnification

You agree to indemnify, defend, and hold harmless eSora Labs Ltd. and its directors, officers, employees, and contractors from and against third-party claims, damages, losses, and reasonable expenses (including reasonable legal fees) arising out of: (a) your unlawful use of the Site; (b) your breach of these Terms or of the Acceptable Use Policy; (c) materials you submit to us, to the extent a claim alleges that those materials infringe or violate a third party’s rights and you lacked the rights or permissions to submit them; or (d) your infringement of our or a third party’s intellectual-property rights.

This indemnity applies only to the extent the claim results from your conduct or your materials, and does not apply to the extent a claim results from our breach of these Terms or our unlawful conduct.

13. Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Subject to any non-waivable right you have to bring a claim in the courts of your own jurisdiction, the courts of the Province of Ontario, sitting in Toronto, will have exclusive jurisdiction, and the parties attorn to that jurisdiction.

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute informally: contact us at info@esoralabs.com with a description of the issue and we will respond as promptly as we reasonably can. These Terms do not impose mandatory arbitration and do not waive anyone’s right to participate in a class proceeding where such a waiver would not be legally effective.

14. Notices

We may provide notices to you by posting them on the Site or, where you have contacted us by email, by replying to that address. You may give notice to us by email to info@esoralabs.com, addressed to the attention of “Legal — eSora Studio”. Notices relating to a signed client engagement must be given in the manner that agreement specifies.

15. Changes to these terms

We may update these Terms from time to time. When we make a material change, we will update the “Last updated” date at the top of this page and, where the change is significant, provide a more prominent notice on the Site. Changes apply to website use from the date they are posted.

Changes to these website Terms do not amend any signed client agreement. A signed engagement can only be changed in the manner that agreement itself provides — typically a written amendment signed by both parties. The version of each policy currently published is identified by the version number above; earlier published versions are retained internally and are available on request.

16. General provisions and order of precedence

Entire agreement (website). These Terms, together with the policies they incorporate, are the entire agreement between you and us about your use of the Site, and supersede any prior statements about website use.

Order of precedence. For client work, documents apply in this order, highest first: (1) the signed master services or project agreement; (2) each statement of work under it; (3) any signed data processing agreement; and (4) these website policies. A public website policy never overrides negotiated confidentiality, ownership, or commercial terms.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will continue in full force.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor to our business, on notice, provided your rights are not reduced.

Survival. Sections 4, 5, 8, and 10 through 16 survive any termination of your access to the Site.

Language. The parties have requested that these Terms and related documents be drawn up in English. Les parties ont demandé que les présentes conditions et les documents connexes soient rédigés en anglais.

17. Annex A — Key terms for client engagements (draft for legal review)

Scope, milestones, and changes

• Scope and deliverables. Each engagement is defined by a statement of work listing deliverables, milestones, responsibilities, and the acceptance criteria for each deliverable. Work outside that scope requires a written change request describing the impact on price and schedule, approved by both parties before the work begins.
• Client dependencies. The client provides timely feedback, content, access, and decisions identified in the statement of work. Agreed dates move day-for-day (or as the statement of work provides) when client dependencies are late.
• Feedback and revisions. Each deliverable includes the number of revision rounds stated in the statement of work. A revision round means a consolidated set of comments within the agreed scope — not a change of direction, which is handled as a change request.
• Acceptance. Deliverables are accepted when they meet the agreed acceptance criteria, when the client confirms acceptance in writing, or when the client uses the deliverable in production. Silence periods, if any, are defined in the statement of work rather than assumed.

Payment, cancellation, and termination

• Payment milestones. Fees are tied to the milestones in the statement of work (typically a mobilization payment, stage payments, and a completion payment). Taxes are additional. Pre-approved expenses are passed through at cost. Late payments may pause work after notice.
• Cancellation and termination. Either party may terminate for material breach that is not cured within the cure period stated in the agreement. The client may cancel for convenience on written notice; in that case the client pays for all work performed to the cancellation date plus committed, non-cancellable third-party costs, and we deliver the work completed to that point against that payment.

Deliverables, files, and ownership

• Final deliverables and source files. The client receives the final deliverables listed in the statement of work. Editable source files, design files, repositories, and working materials are included only where the statement of work expressly provides; unused concepts and internal working materials are retained by the studio unless agreed otherwise.
• Ownership versus licence. An assignment transfers ownership; a licence grants permission to use. Unless the signed agreement expressly assigns ownership, the client receives an exclusive or non-exclusive licence (as stated) to use the agreed deliverables for the stated purposes. Ownership transfers, where agreed, take effect on full payment.
• Reusable components. Our pre-existing frameworks, methods, templates, and reusable components remain ours. Where they are embedded in a deliverable, the client receives the licence needed to use that deliverable as agreed.
• Third-party assets. Stock assets, commercial fonts, software licences, and hosted services are subject to their own licences. The client is responsible for ongoing licence fees for assets the client chooses to keep using after handover.

Confidentiality, people, and publicity

• Confidentiality. Each party protects the other’s confidential information with at least reasonable care and uses it only for the engagement. Confidentiality obligations in a signed NDA or agreement override anything on this website.
• Subcontractors. We may use vetted subcontractors under obligations no less protective than our own; we remain responsible for their work.
• Portfolio permission. We may display the delivered work in our portfolio only as the signed agreement provides — typically after public launch, with confidential or embargoed work excluded or anonymised.
• Client-supplied content. The client warrants it has the rights to the content, trademarks, data, and materials it supplies, and is responsible for their accuracy and legality.

Packaging and physical product work

• Concepts versus specifications. Visual concepts, renders, and prototypes are design artifacts, not manufacturing specifications, engineering validations, tooling instructions, or production approvals. A render is never represented as production-ready.
• Validation and regulation. Structural engineering, manufacturing validation, labelling review, regulatory clearance, and certification are the responsibility of the client and its manufacturing and compliance partners unless the statement of work expressly includes them.

18. Contact

Questions about these Terms, notices, and legal correspondence: info@esoralabs.com (attention: “Legal — eSora Studio”). eSora Labs Ltd. is headquartered in Toronto, Ontario, Canada.