General Terms & Conditions
Introduction
These General Terms and Conditions (“Terms”) govern the use of Eggstree’s products and services. This Agreement is entered into between Eggstree (“Eggstree,” “we,” “us,” or “Supplier”) and the customer identified in an applicable Order Form or Statement of Work (“Customer” or “you”). Eggstree and Customer may be referred to individually as a “Party” and collectively as the “Parties.”
1. Definitions
Unless otherwise stated, the following terms have the meanings set out below:
Agreement
These Terms, together with any Order Form, Statement of Work (“SOW”), Product-Specific Terms, addenda, or attachments incorporated by reference. Eggstree may update these Terms in accordance with Section 15.
Authorized Users
Individuals authorized by Customer to access and use the Services, including employees, contractors, Corporate Affiliates, or Partners, subject to Customer’s responsibility and compliance with this Agreement.
Cloud Services
Eggstree’s hosted, subscription-based software solutions and related documentation, features, and embedded components, excluding Third-Party Content.
Corporate Affiliate
Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
Customer Data
All data, content, or information submitted to the Services by or on behalf of Customer or its Authorized Users, excluding Eggstree Materials and Third-Party Content.
Documentation
User guides, technical documentation, policies, and help materials made available by Eggstree.
Intellectual Property Rights (IP Rights)
All worldwide rights in patents, copyrights, trademarks, trade secrets, and other intellectual property.
Order Form
A mutually executed document describing purchased Products, pricing, usage limits, and applicable terms.
Partner
A third party engaged by Customer, including advertisers, publishers, affiliates, analytics providers, or networks.
Products
Collectively, the Cloud Services, Professional Services, and Support Services.
Professional Services
Implementation, integration, configuration, training, customization, or consulting services as described in an SOW.
Supplier Materials
All materials, software, processes, analytics, reports, and know-how developed or provided by Eggstree, excluding Customer Data.
Usage Data
Aggregated, anonymized data generated through use of the Services, used for analytics, optimization, and product improvement.
2. License Grant and Use Rights
2.1 License Grant
Subject to Customer’s compliance with this Agreement and payment of applicable fees, Eggstree grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Cloud Services during the applicable Term solely for Customer’s internal business purposes and permitted partner relationships.
All rights not expressly granted are reserved by Eggstree.
2.2 Authorized User Access
Customer may permit access to:
- Its employees and Corporate Affiliates
- Approved contractors and service providers
- Partners, solely to support Customer-managed campaigns
Customer remains fully responsible for all usage, compliance, and breaches by Authorized Users.
2.3 Usage Restrictions
Customer shall not:
- Reverse engineer, decompile, or derive source code
- Modify, copy, sublicense, or resell the Services
- Use the Services for unlawful, infringing, or competitive purposes
- Introduce malicious code or excessive automated activity
- Access the Services beyond licensed usage limits
3. Services
3.1 Support Services
Eggstree provides standard and optional premium support as described in Documentation or an Order Form. Support excludes third-party systems, custom development, or misuse-related issues.
3.2 Professional Services
Professional Services are governed by applicable SOWs. Deliverables are deemed accepted unless Customer notifies Eggstree of material non-conformity within ten (10) business days.
Eggstree retains ownership of all pre-existing and newly developed IP unless otherwise agreed in writing.
4. Fees and Payment
Fees are specified in the applicable Order Form or SOW.
All fees are non-cancelable and non-refundable unless expressly stated.
Invoices are due as stated; overdue amounts may accrue interest.
Customer is responsible for all applicable taxes, excluding Eggstree’s income taxes.
5. Third-Party Content and Partners
Eggstree may enable access to third-party tools, APIs, or content. Such Third-Party Content is governed solely by third-party terms, and Eggstree assumes no liability for third-party products or services.
Customer is solely responsible for agreements with Partners and compliance with applicable laws.
6. Intellectual Property
Eggstree retains all IP Rights in the Products and Supplier Materials.
Customer retains all IP Rights in Customer Data.
Customer grants Eggstree a worldwide, royalty-free license to process Customer Data solely to provide and improve the Services.
Feedback provided by Customer may be freely used by Eggstree.
7. Confidentiality & Data Protection
Each Party agrees to protect Confidential Information using reasonable care and use it solely to perform under this Agreement.
Eggstree implements reasonable technical and organizational safeguards to protect Customer Data. Where applicable, data processing is governed by Eggstree’s Data Processing Agreement (“DPA”).
Sensitive Personal Data may not be processed unless expressly authorized in writing.
8. Indemnification
8.1 By Eggstree
Eggstree will defend Customer against third-party claims alleging that the Services infringe IP Rights, subject to Customer’s cooperation and timely notice.
8.2 By Customer
Customer will indemnify Eggstree against claims arising from Customer Data, misuse of the Services, or Customer-Partner relationships.
9. Warranties and Disclaimers
Eggstree warrants that the Services will materially conform to Documentation. Customer’s exclusive remedy is correction or, if unresolved, termination and a pro-rata refund.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” EGGSTREE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
To the maximum extent permitted by law:
Eggstree’s total liability is limited to fees paid in the six (6) months preceding the claim.
Neither Party shall be liable for indirect, incidental, or consequential damages.
11. Term and Termination
Agreements commence on the Effective Date and continue for the Initial Term.
Automatic renewals apply unless notice is provided.
Either Party may terminate for material breach with thirty (30) days’ notice.
Upon termination, access ceases and outstanding fees become due.
12. Assignment
Customer may not assign this Agreement without Eggstree’s consent. Eggstree may assign to an Affiliate or in connection with a merger or acquisition.
13. Governing Law and Jurisdiction
Governing law and venue depend on Customer’s country of incorporation:
USA: Maryland, USA
Canada: Ontario, Canada
EMEA: England and Wales
APAC: New South Wales, Australia
14. Dispute Resolution
Disputes will first be escalated to senior management. If unresolved, disputes will be resolved by binding arbitration in the applicable jurisdiction.
15. General Provisions
Export compliance and anti-corruption laws apply.
Force majeure events excuse performance delays.
Eggstree may update these Terms with prior notice.
This Agreement constitutes the entire agreement between the Parties.