ONE          OICE

    Terms of service


LAST UPDATED: MAY 31TH, 2020

These Terms of Use are effective upon acceptance for new users, and from the 20th of May, 2020 for existing users.

Introduction

Thanks for using SpottyEgg’s products, services, websites, and apps which are branded as “OneVoice”.

These Terms of Use (“TOU”) contain the terms under which SpottyEgg and its affiliates provide their Services to you and describe how the Services may be accessed and used.

SpottyEgg provides a variety of different services. Additional service-specific terms and policies (including rules and guidelines) apply to some Services (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

Certain country-specific terms in Section 15.4 may apply to you if you are located outside the United Kingdom.

1. Fees and Payments
1.1. Fees for Services.

You agree to pay to SpottyEgg any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify SpottyEgg of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Subscriptions.
Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

1.3. Taxes.
Unless otherwise stated, you are responsible for any taxes (other than SpottyEgg’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay SpottyEgg for the Services without any reduction for Taxes. If SpottyEgg is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide SpottyEgg with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. SpottyEgg will not charge you VAT if you provide us with a VAT number issued by a taxing authority in the European Union, are purchasing the Services from SpottyEgg Ltd. for business reasons, and are located in a different European Union member state from SpottyEgg Ltd.. If you are required by law to withhold any Taxes from your payments to SpottyEgg, you must provide SpottyEgg with an official tax receipt or other appropriate documentation to support such payments.

1.4. Price Changes.
SpottyEgg may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. SpottyEgg will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

2. Privacy
2.1. Privacy.
In the course of using the Services, you may submit content to SpottyEgg (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. SpottyEgg’s Privacy Policy, together with any Service-specific privacy notices or statements (collectively, “SpottyEgg privacy policies”), detail how we treat your Content (including your personal data) and we agree to adhere to those SpottyEgg privacy policies. You in turn agree that SpottyEgg may use and share your Content in accordance with the SpottyEgg privacy policies and applicable data protection laws. If you are a customer who is operating as “data controller” as defined in the European General Data Protection Regulation 2016/679 (“GDPR”) we have added some additional terms below in Section EU2 to address your obligations under this law. You also agree that you are responsible for notifying these third parties who submit content to you through our Services about the SpottyEgg privacy policies.

2.2. Confidentiality.
SpottyEgg will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the SpottyEgg privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by SpottyEgg); (b) was lawfully known to SpottyEgg before receiving it from you; (c) is received by SpottyEgg from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by SpottyEgg without reference to your Content. SpottyEgg may disclose your Content when required by law or legal process, but only after SpottyEgg, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

2.3. Security.
SpottyEgg will store and process your Content in a manner consistent with industry security standards. SpottyEgg has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

3. Your Content
3.1. You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. SpottyEgg does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

3.2. Limited License to Your Content.
You grant SpottyEgg a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the SpottyEgg privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of SpottyEgg’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide SpottyEgg with feedback about the Services, we may use your feedback without any obligation to you.

3.3. Customer Lists.
SpottyEgg may identify you (by name) as a SpottyEgg Services customer on SpottyEgg's websites and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

3.4. Copyright Claims (DCMA Notices).
SpottyEgg Inc. responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify SpottyEgg’s agent for claims of copyright infringement.

3.5. Other IP Claims.
SpottyEgg respects the intellectual property rights of others, and we expect our users to do the same. If you believe a SpottyEgg user is infringing upon your intellectual property rights, you may report it through our online form. Claims of copyright infringement should follow the DMCA process outlined in these Terms, or any equivalent process available under local law.

4. SpottyEgg IP
4.1. SpottyEgg IP.
Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by SpottyEgg’s or Brand and Trademark Use Policy, these Terms do not grant you any right to use SpottyEgg’s trademarks or other brand elements.

5. User Content
5.1. User Content.
The Services display content provided by others that is not owned by SpottyEgg. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. SpottyEgg is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.

5.2. Content Review.
You acknowledge that, in order to ensure compliance with legal obligations, SpottyEgg may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, SpottyEgg otherwise has no obligation to monitor or review any content submitted to the Services.

5.3. Third Party Resources.
SpottyEgg may publish links in its Services to internet websites maintained by third parties. SpottyEgg does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

6. Account Management
6.1. Keep Your Password Secure.

If you have been issued an account by SpottyEgg in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not SpottyEgg, are responsible for any activity occurring in your account (other than activity that SpottyEgg is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify SpottyEgg immediately. Accounts may not be shared and may only be used by one individual per account.

6.2. Keep Your Details Accurate.
SpottyEgg occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

6.3. Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, SpottyEgg will not be liable for any failure to store, or for loss or corruption of, your Content.

6.4. Account Inactivity.
SpottyEgg may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.

6.5. Account manager.
SpottyEgg may assign you a customer account manager (“CAM”). The CAM may review your use of the Services and your Content to help you to more effectively use the Services, including by providing reporting and usage insight.

7. User Requirements
7.1. Legal Status.
If you are an individual, you may only use the Services if you have the power to form a contract with SpottyEgg. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

7.2. Minors.
“Minors” are individuals under the age of 13 (or under a higher age if permitted by the laws of their residence). None of the Services are intended for use by Minors. If you are a Minor, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.

7.3. Embargoes.
You may only use the Services if you are not barred under any applicable EU laws from doing so.

8. Acceptable Uses
8.1. Legal Compliance.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

8.2. Your Responsibilities.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that SpottyEgg imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
(d) Unless authorized by SpottyEgg in writing, you may not probe, scan, or test the vulnerability of any SpottyEgg system or network.
(e) Unless authorized by SpottyEgg in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. SpottyEgg will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to SpottyEgg.
(i) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(j) Unless authorized by SpottyEgg in writing, you may not resell or lease the Services.
(k) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless SpottyEgg has agreed with you otherwise. You may not use the Services in a way that would subject SpottyEgg to those industry-specific regulations without obtaining SpottyEgg’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with SpottyEgg that permits you to do so.
(l) You may not register accounts by “bots” or other automated methods.
(m) Your Content and use of the Services may not violate our Content Policy.

9. Comments & forums
9.1. Good citizenship
If you use the Services, you must comply with the good citizenship charter, or you risk banning or termination.

10. Suspension and Termination of Services
10.1. By You.
You can terminate your Subscription at any time through your account management page. Such termination will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.

10.2. By SpottyEgg.
SpottyEgg may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. SpottyEgg may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. SpottyEgg may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after SpottyEgg has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, SpottyEgg may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where SpottyEgg may decide that we need to take immediate action without notice. SpottyEgg will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. SpottyEgg has no obligation to retain your Content upon termination of the applicable Service.

10.3. Further Measures.
If SpottyEgg stops providing the Services to you because you repeatedly or egregiously breach these Terms, SpottyEgg may take measures to prevent the further use of the Services by you, including blocking your IP address.

11. Changes and Updates
11.1. Changes to Terms.
SpottyEgg may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the SpottyEgg website. If an amendment is material, as determined in SpottyEgg’s sole discretion, SpottyEgg will notify you by email. Notice of amendments may also be posted to SpottyEgg’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require SpottyEgg to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

11.2. Changes to Services.
SpottyEgg constantly changes and improves the Services. SpottyEgg may add, alter, or remove functionality from a Service at any time without prior notice. SpottyEgg may also limit, suspend, or discontinue a Service at its discretion. If SpottyEgg discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. SpottyEgg may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

11.3. Downgrades.
Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.

12. Disclaimers and Limitations of Liability
12.1. Disclaimers.
While it is in SpottyEgg’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND SPOTTYEGG DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

12.2. Exclusion of Certain Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPOTTYEGG, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SPOTTYEGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SPOTTYEGG, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO SPOTTYEGG FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) 100 euros.

12.4. Consumers.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

12.5. Businesses.
If you are a business, you will indemnify and hold harmless SpottyEgg and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

13. Contracting Entity
13.1. Who you are contracting with.
Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, SpottyEgg Ltd.
13.2. SpottyEgg Ltd.
For any Service provided by SpottyEgg Inc., the following provisions will apply to any terms governing that Service:

Contracting Entity. References to “SpottyEgg”, “we”, “us”, and “our” are references to SpottyEgg Ltd., located at 8-9 HOXTON SQ, N1 6NU, LONDON, UK Governing Law. Those terms are governed by the laws of the United Kingdom (without regard to its conflicts of laws provisions). Jurisdiction. Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce those terms or arising out of or in connection with those terms, each party irrevocably submits to the exclusive jurisdiction of the courts of England.

14. Other Terms
14.1. Assignment.
You may not assign these Terms without SpottyEgg’s prior written consent, which may be withheld in SpottyEgg’s sole discretion. SpottyEgg may assign these Terms at any time without notice to you.

14.2. Entire Agreement.
These Terms (including the Additional Terms) constitute the entire agreement between you and SpottyEgg, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.

14.3. Independent Contractors.
The relationship between you and SpottyEgg is that of independent contractors, and not legal partners, employees, or agents of each other.

14.4. Interpretation.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

14.5. No Waiver.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

14.6. Precedence.
To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.

14.7. Severability.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

14.8. Third Party Beneficiaries.
There are no third party beneficiaries to these Terms.

14.9. Survival.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, 14, 15, 16, and 17.

15. Terms for Certain Customers and Countries
15.1. Language.
These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

15.2. Customer-Specific Terms.
The following amendments automatically apply to you upon acceptance of these Terms if you are one of the types of entities identified below:

15.3. API-Specific Terms.
One free account per person. You may only have one active, free API account at any time. Multiple accounts for any person may be terminated by SpottyEgg. SpottyEgg hereby grants you a non-exclusive, non-transferable license (without the right to sublicense) to use the API solely as necessary to develop, test, operate and support your software application or website using certain data and content from the website (“Application”), and to distribute or allow access to your integration of the API within your Application to end users of your Application. Any use of the API, including use of the API through a third party product or service that accesses the API, is bound by these Terms, plus the following specific items: (a) Abuse of the API or excessively frequent requests the API may result in the temporary or permanent suspension of your access to the API. SpottyEgg, in its sole discretion, will determine if your usage constitutes abuse or excessive usage of the API. SpottyEgg will endeavor to warn the account owner via email prior to suspension. While SpottyEgg strives to have the API available without interruption, SpottyEgg cannot guarantee any uptime for the API.
(b) You agree not to use the API in any way that is unlawful or harms SpottyEgg, its service providers, your end users, or any other person.
(c) SpottyEgg may modify, restrict or discontinue, at any time, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
(d) You agree to assist SpottyEgg, at its request, to verify compliance with these Wufoo Terms by providing us with information about your Application, including providing us with access to it and/or other materials related to your use of the API.
(e) The API is currently provided for free, but SpottyEgg reserves the right to charge for use of the API in the future. If SpottyEgg charges a fee for use of the API, you do not have any obligation to continue using it.

15.4. Country-Specific Terms.
If you are located in one of the following locations, the terms thereunder apply.
Australia
AU1. ACL.
Nothing in these Terms will restrict, exclude, or modify, or purport to restrict, exclude, or modify, any statutory consumer rights under the Competition and Consumer Act 2010 (Cth).
Brazil
BR1. Additional Responsibilities.
If you are younger than 16 years old, you must be represented by your parents or guardians in order to agree to these Terms and to use the Services. If you are aged 16 or 17, you must be assisted by your parents or guardians to agree to these Terms and to use the Services.
BR2. Right of Withdrawal.
If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts by sending us a notice of withdrawal. If you withdraw your Subscription under this Section, the fees you paid for that Subscription will be refunded upon SpottyEgg’s receipt of your notice of withdrawal.
BR3. Consumer Rights.
If you are a consumer: (a) statutory warranties provided in the Law No. 8.078/1990 (“Consumer Protection Code”) apply to you despite anything to the contrary in Section 11.1 (Disclaimers); (b) Section 11.2 (Exclusion of Certain Liability) will not apply to you in relation to the damages caused to you due to defects in the Services, as provided by Article 14 of Law No. 8.078/1990 (“Consumer Protection Code”); and (c) Section 11.3 (Limitation of Liability) will not apply to you.
Europe
EU1. Right of Withdrawal.
In certain European countries, you have a legal right to cancel Subscriptions within a certain period of time. For details, see the country-specific terms for your country and our Subscription Cancellation Policy.
EU2. GDPR Terms for Customers in Europe
EU 2.1 Effective Date and Definitions.
These additional terms will apply to you from May 25, 2018, where you are a customer of SpottyEgg Ltd. and are operating as a “data controller” (as that term is defined in the GDPR) in your use of the Services.
The terms “personal data,” “data subject,” “processing,” and “processor” shall have the meanings given to those terms respectively in the GDPR.

EU 2.2 Processing Instruction.
By requesting the Services and agreeing to these Terms and the SpottyEgg privacy policies, you are providing us with instructions to process any personal data collected by you through the Service, on your behalf.
EU 2.3 Customer Obligations.
You shall ensure and hereby warrant and represent that you are entitled to transfer personal data to SpottyEgg so that SpottyEgg may lawfully process and transfer the personal data in accordance with these Terms. You shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and have sole responsibility for the accuracy, quality and legality of personal data processed by SpottyEgg in the provision of the Services.
EU 2.4 SpottyEgg Obligations.
Where SpottyEgg is processing personal data on your behalf, it will:

(a) only do so on your documented instructions and in accordance with applicable law, including with regard to transfers of personal data to a third country or an international organization, and the parties agree that these terms and the SpottyEgg privacy policies constitute such documented instructions;
(b) ensure that all SpottyEgg personnel involved in the processing of personal data have committed themselves to confidentiality;
(c) where applicable to you and where it is technically feasible, make available information necessary for you to demonstrate compliance with your obligations under Article 28 of the GDPR, where such information is held by SpottyEgg and is not otherwise available to you through your account and user areas or on SpottyEgg websites, provided that you provide SpottyEgg with at least 14 days’ written notice of such an information request;
(d) promptly notify you of all requests received directly from a data subject in respect of that data subject's personal data submitted through the Services;
(e) upon deletion by you, not retain personal data from within your account other than in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes (which are also deleted no later than 9-12 months after data is deleted from an account); and
(f) to the extent reasonably able, assist you as reasonably required (at your expense) where you wish to conduct a data protection impact assessment involving the Services.
EU 2.5 SpottyEgg sub-processors.

SpottyEgg uses trusted partners in facilitating certain elements of our Services (“sub-processors”). By agreeing to these Terms, you provide a general authorization to SpottyEgg to engage onward sub-processors, subject to compliance with the requirements set out here. If you wish to receive a list of sub-processors who handle personal data for SpottyEgg please email us. We will email you a list of those.

EU 2.6 Liability.
SpottyEgg will be liable for the acts and omissions of its sub-processors to the same extent SpottyEgg would be liable if performing the services of each of those sub-processors directly under these Terms, except as otherwise set forth in these Terms and SpottyEgg ensures that all sub-processors on the sub-processor list are bound by contractual terms that are in all material respects no less onerous than those contained in these Terms.

EU 2.7 Security Measures.
SpottyEgg has, taking into account the state of the art, cost of implementation and the nature, scope, context and purposes of the Services and the level of risk, implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to your personal data and as specified in our Security Statement which is incorporated by reference into these Terms. At reasonable intervals, SpottyEgg tests and evaluates the effectiveness of these technical and organizational measures for ensuring the security of the processing.

EU 2.8 Security Incident.

If SpottyEgg becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data (“Security Incident”), SpottyEgg will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. SpottyEgg will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by SpottyEgg.

EU 2.9 Audits.
You will allow one month for SpottyEgg to respond to any audit request which you make. No person/party conducting an audit on your behalf, shall be, or shall act on behalf of, a competitor of SpottyEgg (“Auditor”). You will only be entitled to conduct an audit once per year (during the course of a 12 month subscription) unless otherwise legally compelled or required by a regulator with established authority over you to perform or facilitate the performance of more than 1 audit in that same year (in which circumstances you and SpottyEgg will, in advance of any such audits, agree upon a reasonable reimbursement rate for SpottyEgg’s audit expenses). The scope of an audit will be as follows (unless you are compelled by a regulator with authority over the processing activities involving the Services to vary this format for audit):
(a) SpottyEgg agrees, subject to any appropriate and reasonable confidentiality restrictions, to provide evidence of any certifications and compliance standards it maintains and will, on request, make available to you an executive summary of SpottyEgg’s (or SpottyEgg affiliate’s) most recent penetration tests, which summary shall include remedial actions taken by SpottyEgg resulting from such penetration tests.
(b) The scope of the certifications and penetration tests provided will be limited to SpottyEgg systems, processes, and documentation relevant to the processing and protection of personal data undertaken for the Services obtained by you, and Auditor will conduct audits subject to any appropriate and reasonable confidentiality restrictions requested by SpottyEgg.
(c) You will promptly notify and provide SpottyEgg with full details regarding any perceived non-compliance or security concerns discovered during the course of an audit.
The parties agree that, except as otherwise required by order or other binding decree of a regulator with authority over you, this section sets out the entire scope of your audit rights as against SpottyEgg.

EU 2.10 International Transfer.
To the extent applicable, SpottyEgg Ltd. relies (in order of precedence) upon standard contractual clauses, for data transfer to the United States to SpottyEgg Inc. SpottyEgg Ltd. also relies on standard contractual clauses for data transfers to other third parties based in countries outside the European Economic Area, the United States, or countries that do not have adequate levels of data protection as determined by the European Commission. To the extent applicable, you appoint SpottyEgg as your agent for purposes of entering into any standard contractual clauses for such purposes on your behalf under these Terms. If you hold a qualifying account and are availing of the SpottyEgg Data Processing Agreement with standard contractual clauses, the terms set out in that Data Processing Agreement with standard contractual clauses are supplementary to these Terms and, where there is a conflict between the terms of that Data Processing Agreement with standard contractual clauses and these Terms, the terms of the Data Processing Agreement with standard contractual clauses will prevail.
EU 2.11 Liability for Data Processing.
The parties’ respective aggregate liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any and all claims arising out of or in connection with this Section EU2 shall be as set out in these terms, unless otherwise agreed in writing.

The copyright to the software is Spotty Egg Ltd. unless otherwise specified. This software contains open source components licenced under their respective licences: MIT or Apache 2.0.

MIT licence for bundled software
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Apache 2.0 licence for bundled software
Licensed to the Apache Software Foundation (ASF) under one or more contributor license agreements. See the NOTICE file distributed with this work for additional information regarding copyright ownership. The ASF licenses this file to you under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

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