Terms of Service

Last updated: July 2023

Welcome to Eggy, where life is unscrambled. We want you to know and understand your rights and our rights relating to the provision of the Services (as defined below). Please review them carefully.

1. General

  1. Eggy Pty Ltd (ACN 636 901 258) (‘Eggy’) makes available the Eggy mobile application and platform and related websites and services (collectively, ‘Services’) subject to these Terms of Service (the ‘Terms’), the Eggy Privacy Policy(‘Privacy Policy’) and any additional guidelines or rules that are posted on the Services or made available to you, or applicable to specific services and features in connection with the Services. From time to time, Services may also offer certain paid services (‘Paid Services’), which will be subject to additional terms and conditions that are disclosed to you in connection with such Paid Services at the relevant time. All such terms for Paid Services will be incorporated into these Terms by reference.
  2. The Services include products, features, applications, services, technologies, software and hardware that enables you to manage life admin in one digitised, centralised and dynamic platform.
  3. The Services are presently only available to persons residing in Australia, New Zealand or The United States. If you are not a resident of one of these countries, in particular if you are a resident of the European Union or United Kingdom, please do not register for the Service or provide us personal information or personal data. Subject to the foregoing and clause 2.2, the Services are made available to persons who register as users of the Services, or who otherwise access the Services (‘Users’).
  4. The Terms apply to all Users. You agree that by clicking ‘Create Account’ or otherwise registering, downloading, accessing or using the Services, you are entering into a legally binding agreement between you and Eggy regarding your use of the Services. You acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not access or otherwise use any of the Services.
  5. The Services cannot be provided and the agreement described in these Terms cannot be performed without Eggy processing data about you, and other Users. Your privacy is important to us. Please see our Privacy Policyfor further information on how we process information and data.
  6. More information about the Services may be found at eggy.as. You agree to comply with these Terms and any supplemental terms which Eggy makes available to you on the Services which shall form part of the Terms.
  7. This agreement is written in English. To the extent a translated version of the Terms conflicts with the English version, the English version shall prevail.

2. Subscription Plans

  1. Eggy offers different subscription plans for the Eggy Services (Subscription Plans). A different monthly subscription fee applies to each Subscription Plan (Subscription Fee). The subscription tiers for the Subscription Plans are as follows:
    1. Eggy One: This is the base free tier of the Services designed for a single User. It enables the User to receive schedules, create up to five “Life Items” and store up to 250 attachments in the User’s “Eggy Vault”. The User is required to sign up to Eggy One using their email address if they create more than five “Life Items” via the Eggy App. Eggy One is free to use.
    2. Eggy Pro: This is a tier of the Services designed for multiple Users with administrative access (Admin Users). It allows Users to share schedules, coordinate plans with other Users and share files and checklists across a group of Users. Eggy Pro enables up to five Admin Users to edit content in unlimited shared spaces that can admit up to 15 Users. For an annual subscription, Eggy Pro costs $3.50 per month at a $42 per year. For a monthly subscription, Eggy Pro costs $5 per month at $60 per year.
  2. Users can subscribe to a Subscription Plan by purchasing a Subscription Plan for a specified subscription period displayed on the relevant platform (for example, the Apple App Store or Google Play) at the time of purchase (Subscription Period).
  3. You must pay the Subscription Fee in advance of each Subscription Period. If you choose to pay via a platform (for example, the Apple App Store or Google Play), your Subscription Fee will be charged to your third party billing account. Users can choose to be billed monthly or annually when selecting a Subscription Plan. Billing plans will renew automatically on a monthly or annual basis depending on the Subscription Period you have chosen, unless you cancel your Subscription Plan in accordance with clause 5. If you do not cancel by the relevant time we will automatically renew your Subscription Plan and your nominated account/credit card will be charged for the next Subscription Period.
  4. Unless expressly stated otherwise, all Subscription Fees are GST inclusive.
  5. We may change the Subscription Fee at any time by giving at least 30 days’ notice to you, however this will not affect any current Subscription Period.

3. Registration and Accounts

  1. In order to access and use the Services you must register a User Account.
  2. Registering a User Account with the Services is free. We want our Services to be open and inclusive, but we also need them to be safe, secure, and compliant with the law. Accordingly: (a) You must be at least 18 years of age or older and of legal age to form a binding contract. Minors under 18 and at least 13 years of age, are only permitted to use Eggy through an account owned by a parent or legal guardian with their appropriate permission; (b) you must not be prohibited from receiving any aspect of our Services under applicable laws or engaging in payments related to Services if you are on an applicable denied party listing; and (c) we must not have previously disabled your account for violation of law, our Terms or any of our policies.
  3. At its sole and absolute discretion, Eggy may refuse to allow any User to register or create a User Account, or may cancel or suspend any existing User Account.
  4. You may not have more than one (1) User Account. You may not sell, rent, lease, share or provide access to your User Account (including any username) to anyone else, including without limitation charging anyone for access to administrative rights on your User Account. Eggy reserves all available legal rights and remedies to prevent unauthorised use of the Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider (ISP) regarding such unauthorised use.
  5. In registering for a User Account you agree to: (a) provide true, accurate, current and complete information about yourself (‘User Account Data’); and (b) maintain and promptly update the User Account Data. By registering a User Account you represent that you are not a person barred from receiving the Services by Eggy or under the laws of any applicable jurisdiction.
  6. You agree that Eggy may use your User Account Data to provide Services that you access or use and as otherwise set forth in these Terms. If you provide any User Account Data that is inaccurate or not current, or Eggy has reasonable grounds to suspect that such User Account Data is inaccurate or not current, Eggy has the right to suspend or terminate your User Account and refuse current or future use of the Services.
  7. You agree that Eggy may use your User Account Data to provide Services that you access or use and as otherwise set forth in these Terms. If you provide any User Account Data that is inaccurate or not current, or Eggy has reasonable grounds to suspect that such User Account Data is inaccurate or not current, Eggy has the right to suspend or terminate your User Account and refuse current or future use of the Services.
  8. You are solely responsible for maintaining the confidentiality of your User Account password and for restricting access to your password, your computer and mobile device while logged into the Services. Although we endeavour to use reasonable security measures to protect against unauthorised access to your User Account. We cannot, however, guarantee absolute security of your User Account, User Account Data, your User Content (as defined below) or the personal information you provide, and we cannot promise that our security measures will prevent third-party ‘hackers’ from illegally accessing the Services or its contents.
  9. You agree to immediately notify Eggy of any unauthorised use of your User Account or password, or any other breach of security, and confirm that you understand all risks of unauthorised access to User Account Data and any other information or User Content you provide to Eggy.
  10. You further agree that Eggy may contact you: (a) via telephone, text messages, email or through the Services in the provision of access to the Services; and (b) by email, text messages or in connection with a User Account, including for marketing purposes.

4. Promotional Offers

  1. Eggy may offer free trial periods to the Services from time to time. During the free trial period, you will not be required to pay any Subscription Fee. You may cancel your free trial subscription in accordance with clause 5. If you do not cancel your free trial subscription before the end of the free trial period, you will be charged the Subscription Fee in accordance with the Subscription Plan that you selected during your initial registration for the free trial. It is your responsibility to know when your free trial period ends and the applicable Subscription Fee for your Subscription Plan.
  2. At its discretion, Eggy may offer other promotional discounts or benefits to Users, such as discount codes (Promotions). Discount codes are issued to Users via a link, which Users can click to redeem a subscription to a Subscription Plan at a reduced rate. We reserve the right to offer, withdraw, change, cancel or determine your eligibility for any Promotion or free trial in our discretion for the purposes of preventing abuse of the Promotion or free trial. Promotions and free trials may be subject to terms and conditions which shall apply in addition to, and prevail to the extent of any inconsistency with, these Terms.

5. Suspension and Cancellation

  1. You may cancel your Subscription Plan at any time prior to your renewal date, or as otherwise specified by us or one of our third party billing partners. If you cancel your Subscription Plan, you will continue to have access to your paid Subscription Plan until the end of the billing period. This also applies to free trials of Subscription Plans. Eggy does not provide refunds or credits for any partial subscription periods.
  2. If autorenewal of a paid Subscription Plan fails due a payment issue, a grace period applies to your subscription. The length of the grace period is determined by the platform on which the Subscription Plan was purchased. During the grace period, you will be able to continue accessing the relevant Subscription Plan for a period of time while Eggy continues to attempt to collect payment.
  3. If the payment is not successfully settled, your paid Subscription Plan will revert to the Eggy One Subscription Plan.

6. End User Licence Agreement

  1. The Services may be made available via the Apple App Store or other forms of download and are licensed, not sold, to you. Your licence to each component of the Services is subject to your prior acceptance of this End User Licence Agreement (‘EULA’) and these Terms. Eggy as licensor reserves all rights in and to the Services not expressly granted to you under this EULA.
  2. Eggy grants to you a non-transferable licence to use the Services on any Apple-branded or Android products that you own or control and as permitted by the Apple Usage Rules or equivalent rules in respect of Android devices (together, ‘Rules’) and these Terms (‘Licensed Application’). This EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Eggy that replace or supplement the original Licensed Application, unless such upgrade is accompanied by its own licence.
  3. Except as provided in the Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your device to a third-party, you must remove the Licensed Application from the device before doing so. You may not copy (except as permitted by this license and the Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).
  4. If you accessed or downloaded the Licensed Application from the App Store, then you agree to use the Services only: (a) on a compatible and fully working Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (b) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.
  5. If you accessed or downloaded the Licensed Application from any app store or distribution platform (like the Apple App Store or Google Play Store) (each, an ‘App Provider’), then you acknowledge and agree that:
    1. These Terms are concluded between you and Eggy, and not with App Provider, and that, as between us and the App Provider, Eggy is solely responsible for the Licensed Application. App Provider has no obligation to furnish any maintenance and support services with respect to the Licensed Application.
    2. In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify App Provider, and App Provider will refund the purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the Licensed Application. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the Licensed Application to conform to any warranty will be the sole responsibility of Eggy. App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Licensed Application or your possession and use of the Licensed Application, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    3. In the event of any third-party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party’s intellectual property rights, Eggy will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
    4. App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your licence of the Licensed Application, and that, upon your acceptance of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your licence of the Licensed Application against you as a third-party beneficiary thereof.
  6. You must also comply with all applicable third-party terms of service when using the Licensed Application.
  7. You agree to comply with all laws and regulations to ensure that neither the Licensed Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using Licensed Application, you represent and warrant that: (i) you are not located in a country that is subject to a Government embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any list of prohibited or restricted parties.

7. User Content

  1. Eggy does not usually own the copyright in the information, photographs or other materials that you upload, submit, transmit, display, perform, post, store or otherwise make available (together, ‘Share’) in connection with the Services (‘User Content’).
  2. You represent and warrant that you hold all necessary rights (including without limitation intellectual property rights) in respect of all content you Share in connection with the Services, including the User Content, and Sharing such content will not breach any third party rights, including without limitation copyright, moral rights or confidential information.
  3. You acknowledge and agree that your relationship with Eggy is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Eggy in a position that is any different from the position held by members of the general public, including with regard to your User Content. Your User Content will not be subject to any obligation of confidence on the part of Eggy other than as set forth in our Privacy Policy, and Eggy will not be liable for any use or disclosure of any User Content you provide.You understand that you, and not Eggy, are entirely responsible for all User Content that you upload, email, transmit or otherwise make available via the Services. Eggy does not proactively and routinely screen or monitor the User Content posted to the Services by others and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Eggy may, in its sole discretion and without prior notice, screen, monitor, refuse or remove any User Content from the Services for any reason, including without limitation that it that violates these Terms or is otherwise objectionable. User Content removed from the Services may continue to be stored by Eggy, including, without limitation, in order to comply with certain legal obligations. Nothing in these Terms constitutes any authorisation by us with respect to any use of music on any of our Services.
  4. You understand that the Services are not a backup or storage service and you agree that you will not rely on the Services for these purposes. Eggy will not be liable to you for any loss of any User Content in any event, including if the Services are modified, suspended or discontinued. You also acknowledge that the Internet may be subject to breaches of security and that the submission of User Content or other information may not be secure.
  5. Under no circumstances will Eggy be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the access/and or use of any User Content made available on the Services. You agree to bear all risks associated with the access and/or use of any User Content available in connection with the Services, including any reliance on the accuracy, completeness, or usefulness of such User Content.
  6. If your User Content violates these Terms, you may bear legal responsibility for that User Content. As between you and Eggy, any User Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of User Content.

8. User Conduct

  1. The Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to User Content without the prior written approval of Eggy.
  2. You may not use the Services, or assist or encourage any other party, to engage in any act or omission that:
    1. Is false, inaccurate or misleading or deceptive;
    2. Is fraudulent or involves the sale of counterfeit or stolen items;
    3. Infringes any third-party’s intellectual property rights;
    4. Violates any applicable law, statute, ordinance or regulation;
    5. Is defamatory, libellous, threatening or harassing;
    6. Is obscene or contains any material that, in Eggy’s sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
    7. intentionally or unintentionally causes harm or subverts the intended function of the Services;
    8. surreptitiously and/or without authority intercepts, accesses or expropriates any system, data or personal information from the Services.
  3. You may not use the Services, or assist or encourage any other party, to engage in any of the following Prohibited Activities:
    1. Accessing the Services by any means other than through the interfaces that are provided by Eggy.
    2. Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Eggy;
    3. Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, User Accounts or networks of any other party (including, without limitation, ‘hacking,’ ‘denial of service’ attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Eggy internet protocol space;
    4. Avoiding payment of charges or fees payable by you with respect to the Services;
    5. Distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated ‘scraping’;
    6. Using any automated system, including, without limitation, ‘robots,’ ‘spiders,’ ‘offline readers,’ etc., to access the Services;
    7. Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
    8. Collecting or harvesting any information relating to an identified or identifiable individual, including User Account names and information about users of the Services, from the Service;
    9. Using the Services for any commercial solicitation purposes;
    10. Accessing any content on the Services through any technology or means other than those provided or authorised by the Services;
    11. Submitting to the Services or to Eggy any personally identifiable information, except as necessary for the establishment and operation of your User Account;
    12. Submitting to the Services or to Eggy any information that may be protected from disclosure by applicable law;
    13. Bypassing the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
    14. Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
    15. Removing any copyright, trade mark or other proprietary rights notices contained in or on the Services;
    16. Executing any form of network monitoring or running a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between Eggy’s servers, the Services or any data not intended for you; or
    17. Using any communication methods available on the Services for improper purpose, including but not limited to sending communications and materials that are related to the subject matter for which Eggy provides the communication method.
  4. You are granted a limited, non-exclusive right to create a text hyperlink to the Services for non- commercial use only, provided such link does not portray Eggy or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. You are further granted a right to implement any RSS feeds located on the Services for your personal, non-commercial use, solely as described on the Services. We reserve the right to revoke these licenses generally, or your right to use specific links or RSS feeds, at any time, with or without cause.
  5. Access to the Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You understand that you are responsible for any Internet connection or mobile fees and charges including without limitation any charges associated with sending communications via your device that you incur when accessing the Services.
  6. You hereby acknowledge that you have the right to communicate with your contacts via the Services.

9. Third Parties

  1. Eggy may provide other third-party content on the Services (collectively the ‘Third-Party Content’). Eggy does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third Party Content, update, or monitor it. Therefore, we are not responsible for any Third-Party Content on the Services.
  2. You are responsible for deciding if you want to access or use third party websites or applications that link from the Services (‘Reference Sites’). Eggy does not control or endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites, and makes no representations or warranties of any kind regarding the Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
  3. You agree that Eggy shall not be liable for any loss or damages of any kind incurred by you as the result of any of your dealings with Third-Party Content, Reference Sites, or service providers or advertisers available through the Services.

10. Your Feedback

We welcome your comments, feedback, suggestions, and other communications regarding the Services and the information and services we make available through the Services (collectively, ‘Feedback’). If you provide Feedback, you hereby grant to Eggy a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send Eggy any Feedback that you do not wish to license to us as set forth above.

11. Our Intellectual Property

  1. The Services are owned and operated by Eggy. Unless otherwise indicated, all content, information, and other materials on the Services (excluding User Content, set out in clause 4), including, without limitation, Eggy’s trade marks (including EGGY and LIFE UNSCRAMBLED) and any other product or service name or other proprietary designation, logo, or slogan used by Eggy), and the look and feel of the Services, including the visual interfaces, page headers, button icons, scripts, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the ‘Materials’) are the intellectual property of Eggy and are protected by relevant intellectual property and proprietary rights and laws. All Materials contained on the Services are the property of Eggy or its subsidiaries or affiliated companies and/or third-party licensors and may not be used in whole or in part in connection with any product or service that is not Eggy’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Eggy, without our prior written permission. Any use of the Eggy trade marks must be in accordance with any guidelines that Eggy may provide you from time to time.
  2. All other trade marks referenced in the Services are the property of their respective owners and are used for identification purposes only. Reference on the Services to any products, services, processes or other information, by trade name, trade mark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.
  3. Unless otherwise expressly stated in writing by Eggy, by agreeing to these Terms you are granted a limited, personal, revocable, non-transferable, non-sub-licensable and non-exclusive right and licence to access and use the Services, provided that you do not (and do not allow any third-party to) contravene these Terms, including by copying, modifying, creating a derivative work from, reverse engineering, reverse assembling or otherwise attempting to discover any source code or attempting to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law.
  4. You will not remove, alter or obscure any copyright, trade mark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
  5. Except as expressly permitted by applicable law or authorised by Eggy or applicable third-party service providers or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the software or content available on the Services (other than User Content that you may submit), in whole or in part.

9. Disclaimer

  1. If you choose to use the Services, you do so at your sole risk.
  2. Eggy explicitly disclaims any warranties of merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Eggy makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Eggy makes no warranty regarding the quality of any Users or the Services, or collective content, or the accuracy, timeliness, truthfulness, completeness or reliability of any collective content obtained or generated by Eggy and the Services, or that any particular results will be achieved.
  3. Eggy and specifically disclaims any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, indirect, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any content on the Services.
  4. Eggy does not guarantee that Services will be delivered in a timely fashion or at all.
  5. No advice or information, whether oral or written, obtained from Eggy or through the Services or any content therein, will create any warranty not expressly made herein.

10. Liability

  1. Nothing in these Terms limits, excludes, modifies or purports to limit, exclude or modify the statutory consumer guarantees as provided under the Competition and Consumer Act 2010 Cth or similar consumer protection laws in the State and Territories of Australia (‘Non-Excludable Guarantees’).
  2. Except for any liability that cannot by law be excluded, including the Non-Excludable Guarantees, Eggy (including its respective officers, employees and agents) is not responsible for and excludes all liability (including negligence), for any personal injury; or any loss or damage (including loss of opportunity); whether direct, indirect, special or consequential, arising in any way out of:
    1. any technical difficulties or equipment malfunction (whether or not under Eggy’s control);
    2. any theft, unauthorised access or third-party interference;
    3. any lost, misdirected or corrupt emails or communications over, to or from Services;
    4. the Services not being available for use at any time; or
    5. any loss or damage whatsoever (including but not limited to direct, indirect or consequential loss) or personal injury suffered or sustained in connection with use of the Services, however caused, including failure of the Services or incorrect or corrupt data supplied by Eggy to a User.

11. Indemnity

You agree to indemnify and hold Eggy and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of User Content you submit, upload, transmit or otherwise seek to make available through the Services, your use of the Services, your connection to the Services, your violation of the Terms, your violation of any data protection or privacy laws, or your violation of any rights of another person or entity. Your rights with respect to Eggy are not modified by the foregoing indemnification if the laws of your country of residence, applicable as a result of your use of our Services, do not permit it.

12. Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this clause is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

13. Choice of Law and Forum

These Terms are governed by the laws of New South Wales, Australia. You and Eggy submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

14. Termination

  1. You agree that Eggy may, under certain serious circumstances and without prior notice, immediately terminate your User Account and/or access to the Services. Cause for such termination shall include, but not be limited to:
    1. breaches or violations of the Terms or other incorporated agreements, policies or guidelines;
    2. requests by law enforcement or other government agencies;
    3. a request by you (e.g. a request to have your User Account deleted);
    4. discontinuance or material modification to the Services (or any portion thereof);
    5. unexpected technical or security issues or problems;
    6. extended periods of inactivity; and/or
    7. non-payment of any fees owed by you in connection with the Services.
  2. You agree that all terminations for cause shall be made in Eggy’s sole discretion and that Eggy shall not be liable to you or any third-party for any termination of your User Account or access to the Services.
  3. Termination of your User Account may result in:
    1. removal of access to all offerings within the Services;
    2. deletion of personal information, files and Content associated with your User Account; and
    3. barring of further use of the Services.
  4. Notwithstanding any other provision of these Terms, the parties agree that the following clauses will survive termination of your User Account and/or the Terms as will any other provision that expressly claims such survival:
    1. Clause 4 – User Content;
    2. Clause 7 – Your Feedback;
    3. Clause 8 – Intellectual Property;
    4. Clause 9 – Disclaimer;
    5. Clause 10 – Liability;
    6. Clause 11 – Indemnity;
    7. Clause 12 – Class Action Waiver;
    8. Clause 13 – Choice of law and Forum; and
    9. Clause 15 – General.

15. General

  1. These Terms constitute the entire agreement between you and Eggy with respect to your use of the Services.
  2. You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between you or your organisation and Eggy as a result of the Terms or your use of the Services.
  3. A failure by Eggy to enforce any one of these terms and conditions in any instance(s) will not give rise to any claim or right of action by any other person or you.
  4. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
  5. You may not assign, delegate or otherwise transfer your User Account or your obligations under these Terms without the prior written consent of Eggy. Eggy has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third-party contractors to fulfil its duties and obligations under these Terms and in connection with the Services
  6. A notice from Eggy to you via email, regular mail or notices, posts, or links on the Services shall constitute acceptable notice to you under the Terms. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  7. Sections, titles and headings in the Terms are for convenience only and have no legal or contractual effect.
  8. Any rights not expressly granted herein are reserved.

16. Modification of the Terms and Services

Certain provisions of the Terms may be supplemented or superseded by expressly designated legal notices or terms made available the Services. Eggy reserves the right to update the Terms at any time and for any reason in its sole discretion. Eggy will notify you of any material changes to the Terms or to any service or other features of the Services. By continuing to access or use the Services, you are agreeing to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

14. Support and Questions

We will respond to any questions regarding the Services and these Terms via info@eggy.as. We generally respond support requests within 2 days after the request is placed.

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