CUSTOMER AGREEMENT

EGG Solution Limited
This Customer Agreement (“Agreement”) is a legally binding agreement between EGG Solution Limited (“EGG Solution Limited” or the “Company”) and the customer purchasing any product(s) and/or service(s) from EGG Solution Limited (collectively referred to as “Services”), as reflected in the order form(s) (“Order Form”) submitted by the customer (“Customer” or “You”). The Customer’s Order Form(s) and EGG Solution Limited Acceptable Use Policy, Privacy Policy and Return Policy are fully incorporated herein by reference and become part of this binding Agreement. This Agreement details the terms and conditions for the purchase of any Services from EGG Solution Limited. You should read this Agreement carefully as the terms and conditions of this Agreement must be accepted prior to the activation of any EGG Solution Limited Services. By clicking on the “I accept” button below, You are acknowledging that You have fully read, understood and agree to be bound by the terms of this Agreement and all terms and conditions incorporated by reference in this Agreement, including the Acceptable Use Policy, the Privacy Policy, the Return Policy and Order Form(s) submitted by You.

Requirements:
You must be at least eighteen (18) years old to order any Services from EGG Solution Limited and enter into this Agreement. By accepting this Agreement, You represent that You meet this age requirement and are legally able to enter into this Agreement. Minors who use any Services are required to have parental or guardian consent to do so.
You agree that You are responsible and liable for all charges posted to Your account. You agree to pay all sales and use taxes, duties or levies which are required by law, as well as any attorney and collection fees arising from efforts to collect any unpaid balance on Your account.

Fees and Payment:
You agree to pay all fees and charges, including all set-up/registration and posting fees for any and all Services selected by You in accordance with the terms and conditions of the Order Form(s) submitted by You, which Order Form(s) are fully incorporated herein by reference, and payment shall be due according to the payment plan selected. If You have selected any Services on a monthly payment plan, payment will be made on a monthly billing cycle, whereby You shall be billed concurrently with the placement of a purchase order for any and all Service(s) selected, in addition to all set-up and/or registration fees, applicable taxes, shipping and handling fees and any other applicable fees and expenses. Thereafter, You shall automatically be billed monthly on the seventh (7th) calendar day after the monthly anniversary date of Your purchase order, unless Notice of Termination and/or Non-Renewal of the Services is delivered as specified in this Agreement.
Other optional payment plans provide for annual payment. If You have selected any Services with payment on an annual basis, You shall be billed concurrently with the placement of a purchase order for the full amount of any and all Services selected, in addition to all set-up and/or registration fees, applicable taxes, shipping and handling fees and any other applicable fees and expenses. Thereafter, You shall be billed on the seventh (7th) calendar day after the one (1) year anniversary date of Your purchase order, unless Notice of Termination and/or Non-Renewal of the Services is delivered as specified in this Agreement. Please refer to the terms of payment specified in the Order Form(s) You have selected.
All payments should be made in U.S. currency. A $50.00 late fee will apply to any account past due more than ten (10) calendar days from the due date. EGG Solution Limited reserves the right to revise, amend or otherwise modify the terms of the Services and/or rates and fees charged for the Services upon written notice to You, by delivery specified under the Notice provision of this Agreement. EGG Solution Limited also reserves the right to charge renewal fees in the amount of $50.00 upon the completion of the initial term of this Agreement. Fees for renewal periods after the initial term shall be due and owing immediately upon the first day of such renewal period.
EGG Solution Limited may, in its sole discretion, immediately suspend and/or terminate this Agreement and the Services if payment is not timely and/or if credit card charges are denied. Such suspension or termination does not relieve You of Your obligation to pay all fees and charges due, including any past due fees that have accrued. There shall be a $99.00 charge to reinstate any account that has been suspended or terminated.

You are responsible for paying all federal, state, and local sales, use, value added, excise and duty taxes and any other taxes (other than EGG Solution Limited income taxes) assessed with respect to the Services. If You choose to pay by credit card, You authorize EGG Solution Limited to charge Your credit card or debit card to pay for any and all charges accrued by You on Your account for the Services. You are required to immediately notify EGG Solution Limited of any changes to Your card account, including billing address, account number, expiration date of account, or any other information that may prohibit EGG Solution Limited from charging Your account. Returned checks will be assessed a $30.00 charge.
You agree to pay EGG Solution Limited its reasonable costs and expenses incurred in enforcing its rights pursuant to the terms and conditions of this Agreement and the Order Form(s) submitted by You, including all attorneys’ fees, collection agency fees and court costs.

Posting Virtual Tour(s) to REALTOR®.COM:
If You have selected to post Your Virtual Tour(s) (defined as interactive images uploaded by You to server(s), which provide a 360 degree visual simulation of being within the subject photographed with the Company 360Photo Lens, enabling You to navigate the image, if desired) to the Homestore Sales Company Inc. Distribution Network and Web Sites (collectively referred to as “Homestore Web Sites” or “Homestore”), including without limitation REALTOR®.com, You agree to pay in U.S. Dollars for all additional fee(s) charged in order to post and distribute Your Virtual Tour(s) to the Homestore Web Sites (referred to as the “Homestore Posting Fee”). The Homestore Distribution Network is composed of REALTOR®.com, Homeseekers.com, Homes.com, Coldwell Banker, Century 21, ERA, Prudential and Re/MAX brand web sites. The Homestore Web Sites, as used herein, refer to the collection of Internet pages residing on server(s) owned, controlled and operated by Homestore or its affiliated, subsidiary or related companies and are currently accessible by the public via the Internet at the URLs: http://www.homestore.com, http://www.realtor.com, http://www.springstreet.com, http://www.homebuilder.com, http://www.homefair.com, and their successor Web Sites, or, at Homestore’s discretion, areas within other Homestore owned, controlled and operated Web pages. You agree that any and all Homestore Posting Fee(s) paid by You are NON-REFUNDABLE under any circumstance(s).

Term and Termination Policy:
This Agreement shall be for an initial term as chosen by You in the Order Form(s) submitted by You, which Order Form(s) are fully incorporated herein by reference. This Agreement shall automatically renew at the end of the initial term for the same duration as that of the initial term, subject to any and all applicable renewal fees, unless You provide EGG Solution Limited with a written Notice of Non-Renewal, by delivery as specified under the Notice provision of this Agreement, at least thirty (30) days before the end of the initial term or the renewal term. If You have selected any Services with payment on a monthly basis, Your Notice of Non-renewal shall be effective for the same month as that of the Notice, subject to all fees, restrictions and conditions as outlined below.
This Agreement may be terminated: (1) by either party for any reason by giving the other party thirty (30) days prior written notice (subject to all termination fees) by delivery specified under the Notice provision of this Agreement; OR (2) by EGG Solution Limited any time for Cause (i.e., any material breach of this Agreement by Customer) upon written notice to You, by delivery as specified under the Notice provision of this Agreement. “Cause” shall include, without limitation: (i) non-payment or default by Customer; (ii) if in EGG Solution Limited judgment, Customer is in violation of any of the terms and conditions of the Acceptable Use Policy, the Bandwidth, Storage and E-Mail Usage provision, Use of Services provision or any other Company policy; (iii) the content of the Customer’s website and content or materials appearing on its products violate or infringe upon anyone’s rights or (iv) Customer’s damage to the system, or improper or illegal use of any of the Services. If You have selected any Services with payment on a monthly basis, Your Notice of Termination shall be effective for the same month as that of the Notice, subject to all fees, restrictions and conditions as outlined below.

Effect Of Termination:
You agree that if You terminate the Services for any reason before the end of the initial term (unless Products are returned and/or Services cancelled within the time specified in EGG Solution Limited Return Policy) or before the end of the renewal term, whichever is applicable, OR if EGG Solution Limited terminates this Agreement for Cause: (1) You shall still be obligated to pay for all fees and charges incurred and accrued prior to the actual date of termination of the Services, including past due fees; (2)You will not be entitled to a refund of any fees paid in advance of the date of termination of Services, including any set-up, registration, Homestore Posting Fees and shipping and handling fees and charges; and (3) You will be required to pay EGG Solution Limited a termination fee of $50.00. If You purchased a EGG Solution Limited Lens or Lenses at a special discounted rate as part of a package deal with website hosting Services and You elect to terminate the hosting Services but retain the Lens or Lenses, You will additionally be required to pay for the difference between the current retail price of the EGG Solution Limited Lens or Lenses purchased and the special discounted rate actually paid for by You at the time of purchase.
Accordingly, if You selected Services with payment on an annual basis and You have prepaid for a period of one (1) month or longer of EGG Solution Limited hosting, website or other Services, You shall not be entitled and EGG Solution Limited shall have no obligation to refund You any such fees or charges paid in advance of the termination of Services regardless of the day or month of the Notice of Termination or actual termination. If You selected any Services with payment on a monthly basis, You shall not be entitled to a refund of any fees or charges paid in advance of the termination of Services regardless of the day of the month of the Notice of Termination or actual termination. Should You elect to terminate this Agreement on or anytime after the first day of the applicable thirty (30) day monthly billing cycle, You shall not be entitled and EGG Solution Limited has no obligation to refund Your fees for that month. At no time and under no circumstance shall You be entitled to a refund of any set-up or registration fees, any Homestore Posting Fees or any shipping and handling charges.
If you terminates this Agreement for any reason other than Cause, You shall still be obligated to pay for all fees and charges incurred and accrued prior to the actual date of termination of the Services, including all past due fees. However, You shall be entitled to a refund of the pro-rated portion of any pre-paid fees attributable to Services not yet rendered by EGG Solution Limited as of the date of termination of Services. You shall not be entitled to a refund of any set-up or registration fees, any Homestore Posting Fees or any shipping and handling charges.
If this Agreement, or any renewals thereof, expire or are terminated for any reason and by either party, You agree that EGG Solution Limited is not and shall not be liable to You for any damages or expenses incurred as a result of loss of anticipated sales, prospective profits, business reputation, goodwill, investments, business commitments or for any other reason because of or in connection with the expiration or termination of this Agreement. Upon expiration or termination of this Agreement, You agree that You shall remain responsible and liable for any and all fees and costs accrued before the date of termination of Services or any other amounts You owe to EGG Solution Limited under this Agreement.
Upon expiration or termination of this Agreement, all rights granted to You and Your authorized users shall immediately cease and terminate and You shall be required to destroy or return to EGG Solution Limited any proprietary materials that You received from and belong to EGG Solution Limited.
EGG Solution Limited, in its sole and absolute discretion, may accept a request to reinstate any account suspended and/or terminated. There will be a $50.00 charge to reinstate any account that has been suspended or terminated.
Use of the Services:
Under this Agreement, Customer shall comply with EGG Solution Limited Acceptable Use Policy, as amended, modified or updated periodically, which policy can be viewed on this site and is fully incorporated herein by reference. Customer acknowledges that Customer has fully read, understood and agrees to the terms and conditions of the Acceptable Use Policy and further agrees that the Acceptable Use Policy is fully incorporated herein by reference and becomes part of this Agreement. By accepting this Agreement, You agree to be bound by the terms and conditions of the Acceptable Use Policy and any subsequent amendments, modifications or updates. EGG Solution Limited reserves the right to restrict or terminate Your account and the Services provided to You for any violation of this Agreement or the Acceptable Use Policy or to satisfy any laws or regulations. You agree that EGG Solution Limited shall have no liability to You for any such restriction and/or termination of Your account and Services. You further agree that if EGG Solution Limited restricts or terminates Your account and Services as a result of any such violation or alleged violation, or in order to satisfy any laws or regulations, You shall not be entitled to a refund of any prepaid account charges, except as expressly stated under the “Effect of Termination” provision of this Agreement.
You shall be responsible for maintaining the confidentiality of any passwords used by You or any member of Your household. You are solely responsible for preparing the information, data and other materials on Your website. You agree not to use any Services or permit any other third party to use the Services in any manner that violates any laws or regulations, the Acceptable Use Policy or any Company security procedures outlined below. Except for any software provided by EGG Solution Limited, You shall be responsible for maintaining all equipment and other software necessary to access Your website.
You agree that EGG Solution Limited has no obligation or responsibility to monitor any information, data or other materials displayed or passing through Your website or through the EGG Solution Limited hosting network and Internet. However, EGG Solution Limited reserves the right to access Your Website and disclose information regarding Your use of the Services and/or the contents of Your website for any reason(s) it deems necessary and/or appropriate, including without limitation: to satisfy any laws, regulations or government requests; to ensure proper operation and use of the Services; or to protect the Company and its subscribers. EGG Solution Limitedmay report any activity it suspects violates any law or regulation. To the extent any inconsistency exists between the terms of the Company’s Privacy Policy and the Company’s right to disclosure as stated herein, both shall be read so as to give EGG Solution Limited right to disclose the broadest interpretation. EGG Solution Limitedmay, in its sole and absolute discretion, remove or refuse to post, or restrict or remove from its servers, any data, information or other materials that it deems unacceptable, improper, in violation of any law, regulation or any third party’s rights, or in violation of this Agreement or the Acceptable Use Policy.

Third Party Links:
This site may contain links to third party websites. References on this site to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as convenience to the user, and do not constitute or imply an endorsement, sponsorship or recommendation of or an affiliation with the third party or its products and services by EGG Solution Limited. EGG Solution Limited is not responsible nor can it be held liable for the contents or the privacy policies employed by other non-EGG Solution Limited sites. EGG Solution Limited makes no representations whatsoever about any other website which the user may access through this site. Because EGG Solution Limited has no control over such sites and resources, EGG Solution Limited is not responsible for the availability of such external sites and resources and is not responsible or liable for any content, advertising products, services, photo, or other materials on or available from such sites or resources. It is up to the user to take precautions to ensure that whatever the user selects for use is free of items such as viruses, worms, Trojan horses and other items of a destructive nature.

EGG Solution Limited makes no representation or warranty as to any third party content, products, or services and You agree that EGG Solution Limited shall not be responsible or liable directly or indirectly for any damages or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, products or services available on or through any such site or resource.

Security:
It is illegal for Customer or any third party to compromise the security on EGG Solution Limited servers by any method, including without limitation, attempting to gain access to restricted information on this site; attempting to access data, information or other materials in other EGG Solution Limited accounts; or attempting to disable, cripple, modify or in any other manner alter EGG Solution Limited servers or any service running on an Centric Trading Holding Limited server. Centric Trading Holding Limited reserves the right to prosecute to the full extent of all applicable federal, state or local laws any individual compromising, or attempting to compromise, the security of Centric Trading Holding Limited servers.
Customer is solely responsible for any security breaches affecting servers or accounts under Customer’s control. In the event Customer’s server and/or website is responsible for or involved in an attack or unauthorized access into another server or system, EGG Solution Limited reserves the right to disable and terminate Customer’s account and Services. Customer shall be responsible for payment to EGG Solution Limited for any charges resulting from the cost to correct security breaches affecting EGG Solution Limited and its customers. Customer shall not be entitled to a refund of any fees paid in advance of the termination, except as expressly stated under the “Effect of Termination” provision of this Agreement.

Bandwidth, Storage and E-Mail Usage:
Customer shall not exceed the bandwidth, storage and e-mail usage limits in the Order Form(s) submitted by Customer. In the event Customer uses any bandwidth or storage space in excess of the agreed-upon number of megabytes per month or if Customer exceeds e-mail storage and attachment size limitations, EGG Solution Limited may, in its sole and absolute discretion, take corrective action against Customer, including assessing additional charges, suspend the Service or terminate any and all Services. In the event that EGG Solution Limited takes corrective action, Customer shall not be entitled to a refund of any fees paid in advance of the corrective action. Customer is responsible for any unauthorized access to Customer’s account that may result in bandwidth, storage and/or e-mail usage that exceeds the limits in the Order Form(s) and any resulting additional charges or corrective action.

Proprietary and Intellectual Property Rights:
The Services provided by EGG Solution Limited may provide Customer with access to proprietary data, information and materials, including without limitation, software, know-how, techniques, methodologies, ideas, concepts, and processes, that are protected by copyright, trademark, patent and other applicable laws protecting electronic and intellectual property rights. This Agreement does not grant to Customer, whether expressly, by implication, estoppels or otherwise, any rights or license(s) with respect to any confidential information or any patent, trademark, copyright, design, logo, graphics, mask work right, computer software, invention, discovery, improvement made or any other electronic and/or intellectual property right now or hereafter owned by EGG Solution Limited. All confidential information, proprietary information, title, patents, patent rights, copyrights, mask work rights, trade secret rights, electronic and other intellectual property rights that Customer may work with or have access to during the entire duration of this Agreement, and all subsequent renewals of this Agreement, are and shall remain the exclusive and sole property of EGG Solution Limited.
Customer shall take all reasonable steps to secure, protect and maintain the confidentiality of all intellectual and proprietary rights of EGG Solution Limited at all times, and shall maintain such obligation in perpetuity, irrespective of the existence of the Agreement.
License Grant to EGG Solution Limited:
Customer hereby grants to EGG Solution Limited a non-exclusive, royalty-free right and license for the term of this Agreement, and any subsequent renewals, to edit, modify, translate, adapt, publish, reproduce, distribute, display, access and otherwise use the data, information, materials and other content displayed on Customer’s website as EGG Solution Limited deems necessary and/or appropriate, including, without limitation, in order to perform and service Customer under the terms of this Agreement and Order Form(s). Customer further expressly: (1) grants to EGG Solution Limited a license to cache data, information or other materials distributed or made available for distribution on Customer’s website via the Services hosted by EGG Solution Limited, including content supplied by third parties, and (2) agree that such caching is not an infringement of any of Customer’s intellectual property rights or any third party’s intellectual property rights.

Privacy:
The terms of EGG Solution Limited privacy policy with regard to the information-gathering and dissemination practices for this website are contained in the Privacy Policy, as amended, modified or updated periodically, which policy can be viewed on this site and is fully incorporated herein by reference. Customer acknowledges that Customer has fully read, understood and agrees to the terms and conditions of the Privacy Policy and further agrees that the Privacy Policy is fully incorporated herein by reference and becomes part of this Agreement.

Domain Names:
All domain name registration is done on the Customer’s behalf. EGG Solution Limited shall bear no responsibility or liability in any manner or capacity for any domain name registered at the Customer’s request. You acknowledge that EGG Solution Limited cannot and does not guarantee “top spots” in search engines and/or directories.

Warranty Disclaimer:
Customer acknowledges and accepts that EGG Solution Limited does not exercise any control over and accepts no responsibility for or liability with respect to the content of the data and information passing through the EGG Solution Limited hosting network, the Homestore Web Sites and hosting network or the Internet. Customer agrees to use all Services provided by EGG Solution Limited and data or information obtained through or from EGG Solution Limited at Customer’s own risk. THE SERVICES PROVIDED BY EGG SOLUTION LIMITEDCORPORATIONARE PROVIDED ON AN AS-IS AND AN AS AVAILABLE BASIS. EGG SOLUTION LIMITED, ITS SUBSIDIARIES OR AFFILIATED CORPORATIONS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND ASSIGNS, MAKE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLED OR STATUTORY, CONCERNING ANY DATA OR INFORMATION AVAILABLE THROUGH OR FROM THE EGG SOLUTION LIMITEDCORPORATIONHOSTING NETWORK, THE HOMESTORE WEB SITES AND HOSTING NETWORK OR THE INTERNET OR ANY SERVICES PROVIDED BY EGG SOLUTION LIMITED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. NO WARRANTIES, GUARANTEES OR REPRESENTATIONS ARE MADE REGARDING THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR DATA AVAILABLE THROUGH OR FROM THE EGG SOLUTION LIMITEDCORPORATIONHOSTING NETWORK, THE HOMESTORE WEB SITES AND HOSTING NETWORK OR THE INTERNET OR ANY SERVICES PROVIDED BY EGG SOLUTION LIMITEDCORPORATIONOR THAT THE SERVICES PROVIDED WILL BE ERROR-FREE OR UNINTERUPTED OR FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. NO INFORMATION, OPINIONS OR ADVICE OBTAINED FROM EGG SOLUTION LIMITED, WHETHER ORAL OR IN WRITING, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Limitation of Liability:
IN NO EVENT AND UNDER NO CIRCUMSTANCE SHALL EGG SOLUTION LIMITED, ITS SUBSIDIARIES OR AFFILIATED CORPORATIONS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND ASSIGNS, HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY COSTS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, DELETION OF FILES, LINE FAILURE AND/OR ALL OTHER DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES OR LOSS OF PROFITS, COMMISSIONS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER BASED ON BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES PROVIDED BY EGG SOLUTION LIMITED, INCLUDING THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR DATA AVAILABLE THROUGH OR FROM THE EGG SOLUTION LIMITEDCORPORATIONHOSTING NETWORK, THE HOMESTORE WEB SITES AND HOSTING NETWORK OR THE INTERNET OR YOUR OR ANY THIRD PARTY’S USE OR INABILITY TO USE ANY SERVICE PROVIDED BY EGG SOLUTION LIMITED, HOMESTORE OR THE INTERNET, EVEN IF EGG SOLUTION LIMITEDCORPORATIONHAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. EGG SOLUTION LIMITED, ITS SUBSIDIARIES OR AFFILIATED CORPORATIONS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND ASSIGNS, SHALL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF ANY DATA OR INFORMATION DISTRIBUTED, TRANSMITTED OR MADE AVAILABLE FOR DISTRIBUTION VIA ANY EGG SOLUTION LIMITEDCORPORATIONSERVICE OR HOMESTORE WEB SITES AND HOSTING NETWORK OR FOR ANY TEMPORARY DELAYS, OUTAGES OR INTERRUPTIONS OF THE SERVICES OR ANY OTHER FAILURES IN PERFORMING.
Under no circumstance shall EGG Solution Limited entire liability under this Agreement for any damages of any cause or type whatsoever, regardless of form or action, whether in contract, tort or otherwise, exceed an amount equal to all monies paid by You to EGG Solution Limited pursuant to the terms of this Agreement.

Force Majeure:
EGG Solution Limited, its subsidiaries or affiliated corporations, and their respective employees, officers, directors, shareholders, agents and assigns, shall have no liability for failure or delay in performing under the terms of this Agreement or the Order Form(s) if such failure or delay results from circumstances beyond its control, including without limitation, acts of God, acts of any governmental body, fire, flood, explosion, strikes, insurrection, bombing, acts of terrorism, sabotage, embargo, interruptions, or unavailability of or shortages of material, components, labor or transportation needed for performance.

Damage to System and Warranties by Customer:
Customer shall be solely responsible and liable for all activities that occur in connection with Customer’s use of the Services provided to Customer by EGG Solution Limited. Customer shall be responsible for any and all damage(s) to EGG Solution Limited computer systems caused by use of any EGG Solution Limited Service by Customer or any third party, including without limitation damage caused by the introduction of any virus, worm, bomb, Trojan horse or other limiting or disabling effect, whether such damage is caused or manifested before or after termination of this Agreement and the Services. Customer represents and warrants that Customer shall be financially responsible for Customer’s account, including all past due fees incurred.
Customer shall be solely responsible for the development, operation and maintenance of Customer’s website, including without limitation, (1) the accuracy and appropriateness of the data, information and other materials appearing therein or on its products, and (2) securing that the content of the Customer’s website and content or materials appearing on its products do not violate or infringe upon anyone’s rights. Customer shall be solely responsible for the security and confidentiality of any third party information that Customer may receive as a result of Customer’s website.
Customer represents and warrants that the services and/or products it seeks to display and/or sell on the Customer website, and any other materials and website links it seeks to place on the Customer website, complies with all local, state, federal and foreign laws and regulations. Customer represents and warrants to EGG Solution Limited that Customer owns the right to use any of the contents on Customer’s website and any materials contained or appearing therein, and any such content and material(s) will not infringe or misappropriate any copyright, patent, trademark, trade secret or other intellectual or proprietary right of a third party, violate any criminal laws or anti-discriminatory laws or regulations, constitute false advertising, unfair competition, defamation, invasion of privacy, or violate any other rights, laws or regulations. Customer agrees to be solely responsible for any liability which may be incurred due to any data, information or other materials to which users can access from Customer’s website and/or liability in connection with any goods or services sold to users on Customer’s website.

Indemnification:
Customer hereby agrees to defend, indemnify and hold EGG Solution Limited, its subsidiaries or affiliated corporations, and their respective employees, officers, directors, shareholders, agent and assigns, harmless from any liabilities, losses, claims, demands, actions, suits, proceedings, damages, settlements, penalties, fines, judgments, costs or expenses, including attorneys’ fees and other litigation expenses, that may be incurred by EGG Solution Limited, or its subsidiaries or affiliated corporations, or their respective employees, officers, directors, shareholders, agent and assigns, arising out of or in connection with: (1) Customer or any other third party’s use of the Services; (2) Customer’s violation or breach of any of the terms and conditions of this Agreement or any other EGG Solution Limited policy, including the Acceptable Use Policy; (3) Customer’s violation or alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party (including defamation and libel); and/or (4) Customer’s improper or illegal use of the Services provided by EGG Solution Limited.

Relationship of the Parties:
Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment, fiduciary or agency relationship between the parties. Customer shall have no power, right and/or authority at any time to bind EGG Solution Limited, or its subsidiaries or affiliated corporations, or their respective employees, officers, directors, shareholders, agent and assigns, whether expressly, by implication, estoppels, or otherwise, to any financial, contractual and/or any other obligation(s).

Amendments/Modifications:
EGG Solution Limited reserves the right to amend, revise, delete or otherwise modify at any time the terms and conditions of this Agreement, the Order Form(s), the Acceptable Use Policy, the Privacy Policy or the Return Policy in this site, including its billing rates and account surcharges and Services provided under this Agreement. Any such amendments, revisions, deletions or modifications will be effective immediately upon posting the revised Agreement, revised Order Form(s), revised Acceptable Use Policy, revised Privacy Policy or revised Return Policy on this site and shall be legally binding. By accepting this Agreement, You agree to be bound by any such amendments, revisions, deletions or modifications and further agree that EGG Solution Limited shall not be liable to you or to any third party for any such amendments, revisions, deletions or modifications. You agree to periodically review the Agreement, the Order Form(s), Acceptable Use Policy, the Privacy Policy and the Return Policy to be aware of any amendments, revisions, deletions or modifications and to determine the then current legal terms to which You are bound.
If any amendment, revision, deletion or modification to this Agreement, Order Form(s), Acceptable Use Policy, Privacy Policy or Return Policy is unacceptable to You, You may terminate this Agreement by written notice as provided herein. However, Your continued use of the Services after notice of any amendments, revisions, deletions or modifications have been posted shall confirm Your acceptance of same.

Entire Agreement:
This Agreement, together with the Order Form(s) submitted by the Customer and the Acceptable Use Policy, Privacy Policy and Return Policy referenced and fully incorporated into this Agreement, as amended, modified or updated periodically, memorialise and constitute the entire agreement between EGG Solution Limited and the Customer pertaining to the subject matter hereof and hereby supersedes and replaces all prior negotiations, proposed agreements and agreements between the parties, whether written or unwritten regarding this subject matter.
In the event any provision(s) of this Agreement, Order Form(s), Acceptable Use Policy, Privacy Policy or Return Policy, as amended, modified or updated periodically, is held to be invalid, void or unenforceable, the remaining provisions, terms, covenants and conditions of this Agreement, Order Form(s), Acceptable Use Policy, Privacy Policy and Return Policy shall not in any manner be effected or invalidated thereby but shall remain in full force and effect and enforceable in accordance with its terms.

Governing Law/Dispute Resolution:
This Agreement, the Order Form(s), Acceptable Use Policy, Privacy Policy and Return Policy, as amended, modified or updated periodically, shall be interpreted, enforced and governed under the laws of the State of California. All disputes arising out of or in connection with this Agreement, the Order Form(s), Acceptable Use Policy, Privacy Policy and Return Policy, as amended, modified or updated periodically, including any questions regarding its existence, validity or termination shall be resolved by arbitration before the American Arbitration Association. The arbitration shall be held in the county of Los Angeles, California. Notwithstanding the foregoing, EGG Solution Limited, in its sole and absolute discretion, shall be entitled to seek injunctive or other relief from any court of competent jurisdiction in order to protect its interests in maintaining confidentiality, intellectual property rights, technology, customers, reputation, integrity, or as otherwise necessary to prevent impairment of its interests. The prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.

Survival:
This Agreement, the Order Form(s) submitted by the Customer, the Acceptable Use Policy, Privacy Policy and Return Policy, as amended, modified or updated periodically, shall be binding upon all parties and their respective heirs, executors, administrators, successors and assigns. All provisions of this Agreement relating to Your warranties and representations, indemnification obligations and payment obligations, or any other obligations, shall survive the termination or expiration of this Agreement.

Assignment:
The parties shall not assign this Agreement, the Order Form(s), Acceptable Use Policy, Privacy Policy or Return Policy, as amended, modified or updated periodically, or assign or delegate any rights or obligations hereunder, without the prior written permission of the parties.

Notice:
Any Notice to EGG Solution Limited shall be provided in writing by fax AND Certified Mail to EGG Solution Limited
EGG Solution Limited may provide Notice to You by: (1) e-mail to Your account; (2) U.S. Mail or courier service at the address You provided when You registered with EGG Solution Limited; or (3) general posting to 360EGG Solution Limited.com website.
All Notices or other communications shall be deemed effective on the same day of electronic mailing, facsimile delivery or general posting on this website (by the Company), or on the fourth (4th) calendar day following the date of Certified Mail or the seventh (7th) calendar day following the date of U.S. mail delivery.



Last Revised: 5/01/2006