Terms & Conditions

Thanks for applying for a membership. Here at Eggsplore, we are all about transparency. We want to protect notably the Intellectual Property rights of our partners and members. As such, we’d like to highlight a few guidelines that will help us protect you. They are nothing more than an attempt to structure what is commonly called the “prudent man” principle: acting with integrity and due diligence.

These are also reflected in our code of conduct:

  1. we help our partners and members achieve success.

  2. we are an open and neutral organization with financial transparency.

  3. we focus on professionalism and quality.

  4. we ensure an objective governance structure.

  5. we ensure information and IP rights where necessary while promoting knowledge

    sharing and exchange.

  6. we analyze consumer satisfaction and prepare performance reports.

  7. we include ethical aspects and environmental responsibility in our operations.

  8. we pursue an active and outgoing information policy.

 

0. Definitions

0.1  Code of Conduct means the Eggsplore Code of Conduct annexed here above as amended from time

to time.
0.2  Eggsplore Ecosystem means the structure set out by Eggsplore to facilitate the development of a FinTech ecosystem in the Benelux with a European scope consisting of structural partners, associate partners, educational partners and support partners, Eggsplore and the Eggsplore Ecosystem participants.

0.3  Intellectual Property means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works (including mask works) and registrations and applications thereof, (iv) computer software programs (including source code and object code), data, databases and documentation thereof, (v) trade secrets and other confidential information (including ideas formulas, compositions, inventions, improvements, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, blueprints, flowcharts, schematics, protocols, programmer notes, designs, design rights, developments, discoveries, plans, business plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information), and (vi) all other forms of intellectual property.

1. Intellectual property rights

1.1 Intellectual Property Use

Nothing in this Agreement or its performance grants either Party any right, title, interest, or license in or to the other Party’s Intellectual Property. Both Parties may use the other Party’s Intellectual Property only according to the specifications set forth by such Party all of which shall be pursuant to

separate written agreements by and between the Parties. Either Party may modify its guidelines at any time by providing the other Party with notice and a copy of the guidelines as modified.

1.2  Use of Names

Any use of a Party’s name, logos and trademark in any marketing materials of the other Party, such as product brochures, requires such Party’s prior written approval and compliance with the relevant Trademark Guidelines of such Party.

1.3  No other licenses Granted

Except as expressly granted in other duly authorized written agreement (s) between the Parties, no licenses to Intellectual Property are granted by implication, estoppel or any other theory. All rights not expressly granted therein as to the foregoing are expressly reserved by each Party.

1.4  Third Party Materials

No license is granted to any third party materials and each Party’s license to the other is subject to the licensee obtaining, at its expense, any permissions or licenses that may be necessary from such third parties.

1.5  No trademark License

Nothing in this Agreement, or as agreed to by the parties for marketing and promotion purposes from time to time, nothing in this Agreement or its performance shall grant either Party any right, title, interest or license in or to the other’s names, logos, logotypes, trade dress, designs or other trademarks.

1.6  Future Intellectual Property

The Parties contemplate that the relationship established between the Parties, including but not limited to the strategic programs as set forth in Section 3 may lead to the creation of new Intellectual Property.

It is understood and agreed that Parties will make appropriate arrangements concerning the ownership and use of such new Intellectual Property in good faith at the relevant point in time.

2. Member zone usage

2.1 Any use of the services and contents offered by Eggsplore beyond the scope of options provided by Eggsplore requires the prior written consent of Eggsplore.

2.2 Eggsplore shall only make data and/or information provided by the Member available for other uses provided that this data and/or information does not violate any laws or these GTC. Eggsplore is entitled to remove any illegal or prohibited data and/or information from the Eggsplore website without prior notice to the Member.

2.3 The User/Member acknowledges and agrees that it is technically impossible to achieve 100% availability of the Eggsplore Websites. Eggsplore shall nonetheless endeavor to keep its Websites available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond Eggsplore’s control (e.g. disruptions in public communication networks,

power failures etc.), may result in brief malfunctions or temporary interruptions of the services provided on Eggsplore Websites. Thus Eggsplore cannot be held responsible in such case.

2.4 Eggsplore reserves the right to select only a few appointed Members who are permitted to post content on Eggsplore Websites. Eggsplore solely defines the Members and shall not be liable for excluding other Members.

Eggsplore shall merely act as intermediary in the case of agreements entered into with partners.

3. Services

3.1 Description of Services.

Business Support for emerging and growth FinTech companies Activities will i.a. include: o To give tailor-made advice to resident FinTech companies as well other emerging

and growth companies forming part of the FinTech Ecosystem:
§ Legal and M&A advisors & preferred access to financial services providers;
§ Business support (sales, HR, IT, recruiting, operations, project management).


o Internationalization support;

o Seed funding for emerging FinTech companies in collaboration with business angels and one or more early-stage seed-funds

o Funding for FinTech growth companies through a dedicated FinTech fund and other private equity, venture capital and corporate investors

o Collaborate with existing FinTech & non-FinTech incubators;

o Lobby for FinTech within the (European) governmental institutions.
Logistical Support for emerging and growth FinTech companies Activities will i.a. include:

o State of the art office space for Belgian and foreign emerging and growth FinTech companies;

o To provide logistical assistance to companies wanted to reach the EU market
o To organize test labs on products & integrations;
o Shared offices, a network village, meeting rooms & IT facilities with a data room.

Research & Education Activities will i.a. include:

o Factual market reports;
o Act as the reference portal and publication for research and studies on FinTech

evolutions & trends;
o Set up workshops & training on FinTech related subjects;
o Organize information and educational sessions regarding regulations and

compliance. Event Organization

Activities will i.a. include:
o CEO round table/Expert Meet-ups/Social Meet-ups;
o Pitching sessions/Speed dating/Networking;
o Hackathons/Banking Technology Days;
o Master Classes;
o Annual FinTech event and award.
o Participating in (the organization of) events of other regional ecosystems

3.2 Modification of the Platform or Terms of Service. Eggsplore reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Platform and Services, or modify these Terms of Service without notice. All modified terms and conditions will be effective after Eggsplore has notified the Members of changes. If any modified terms and conditions are not acceptable to the Member, the Member’s sole remedy is to cease using the Platform and Services, and if applicable, cancel his/her Eggsplore member account. By continuing to access or use the Site and Services after Eggsplore has notified of the changes, the Member agrees to be bound by such changes.

4. Content

Certain types of content are made available through the Platform. "Content" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files made available through the Platform, excluding Member Submissions.

The Content and design of the Platform and any material e-mailed or otherwise supplied in conjunction with Services are copyright of Eggsplore and its licensors. Members may not use or reproduce or allow anyone to use or reproduce any Content for any reason without written permission from Eggsplore, except as expressly allowed under these Terms of Service. The software that operates the Platform is proprietary software and may not be used except as expressly allowed under these Terms of Service.

"Member Submissions" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members stream, post, upload and otherwise submit to the Platform, including without limitation the Member created profile pages. Eggsplore reserves the right to remove and permanently delete any Content or Member Submissions from the Platform without notice. Eggsplore will fully cooperate with any law enforcement authorities or court order requesting to disclose the identity of anyone posting, publishing or otherwise making available any Member Submissions, emails or other materials that are believed to violate the laws or these Terms of Service.

5. Registration

In order to register for a Membership, Members must apply for registration by completing the registration procedure on the Eggsplore Website or the procedure communicated by email. By completing the registration procedure, the Member consents to enter into this agreement to use the Services and Eggsplore accepts this offer by activating the Member’s Membership and personal account.

5.1 The Member guarantees and represents that the Member has fully and truthfully submitted the information required by Eggsplore for registration and does not use pseudonyms or nicknames. The Member shall keep data in the Personal and/or Organisation profile up-to-date, in particular any changes to the e-mail address. The Member shall ensure that Eggsplore can establish contact with

the Member via the contact details provided in the Personal and/or Organisation profile on the Eggsplore Websites at all times.

5.2 Eggsplore reserves the right to refuse registration of any Member for any or no reason. 5.3 The member agrees to be susceptible to Eggsplore Newletters.

5.4 The Member hereby confirms that the Member is of legal age at the time of registration and has not already registered with Eggsplore, i.e., only maintains one (1) Member account.

5.5 During registration the Member must define a password, which the Member will use to identify himself/herself in order to access the Website(s), the Services, and the Member’s Personal and/or Organisation account. The Member is responsible for keeping the password secret and preventing other persons from accessing the accounts via this password. The Member agrees to notify Eggsplore of any unauthorized use of the password or account or any other breach of security immediately through the contact form available on the Eggsplore Website under “Contact us”. The Member promises to immediately inform Eggsplore if there is any indication that the password is being used by third parties. Eggsplore will not be liable for any loss or damage arising from the Member’s failure to comply with this section.

5.6 In so far as the Member is in breach of the obligations agreed in this section, Eggsplore shall be entitled to terminate this agreement with immediate effect, to block the Member’s account and/or to prevent further use of the Services and the Website(s) by the Member.

6. Member’s Obligations

The Member is obliged,

6.1 To provide only true and non-misleading statements on the Personal and/or Organisation profiles and in communications with other Members, and to refrain from using any pseudonyms or pen names.

6.2 To comply with all applicable legislation, and respect all third-party rights. In Particular, the Member shall not

- Use any insulting or defamatory contents, regardless of whether said contents are directed at another Member or Eggsplore personnel or other companies.
- Use any pornographic or violence-glorifying materials or any contents that violate any applicable legislation for the protection of minors; or advertise or promote, offer or distribute any pornographic or violence-glorifying product or products which do not comply with any applicable legislation for the protection of minors.
- Unreasonably annoy (particularly with spam) any other Member.
- Use without authorization any contents protected by law (e.g. by copyright, trademark, patent, utility patent, or design patent laws), or advertise, promote, offer or distribute any goods or services protected by law.

- Use or promote any commercial practices considered unfair competition, including progressive customer acquisition practices (such as chain distribution systems, multilevel selling or pyramid sales).
6.3 To refrain from engaging in any of the following annoying actions, even if they do not constitute a breach of any applicable laws:

- Sending chain letters
- Performing, advertising and promoting any form of structural distribution measures (such as multi- level marketing or multi-level network marketing) or
- Communicating in any insinuating or sexual way (suggestive or explicit).

6.4 The Member is prohibited from the following:

Blocking, overwriting, modifying and copying of any contents of the Eggsplore Websites, unless said actions are necessary for the proper use of the services on the Eggsplore Websites. For example, the use of the "Robot/Crawler" search engine technology is not required for proper use of the services, and is therefore prohibited.

Distributing or publicly disclosing the contents of any of the Websites of Eggsplore or any other User.

Performing any actions, which may impair the operability of Eggsplore’s infrastructure, particularly actions, which may overload said infrastructure.

7. Liability

By accepting this Terms of Service agreement, the user agrees that Eggsplore is not responsible for any damages to any party as a result of using the services provided by Eggsplore. Eggsplore reserves the right, but is not obligated, to screen the content that is posted on the Eggsplore website for any abusive, false, unreliable or other unacceptable material. However, we cannot guarantee that Users will not find such material on this site. We rely a great deal on the Eggsplore User base to help protect the standards and integrity of the Network. Please report any such offenses to Eggsplore so that proper action can be taken. We reserve the right, but are not obligated, to terminate any accounts that are in violation of this Terms of Service Agreement or any other policies that our company maintains. We hold no responsibility for ANY damages caused for any reason to Users of our services or to other parties. In addition, Eggsplore is not responsible for malfunctioning features or services that may hinder your use of Eggsplore or its offerings or cause damages to any party. We will do our best to provide a fully functioning service with complete integrity at all times, but this cannot in any way be guaranteed. Eggsplore will not be held responsible for the actions of other Users on the Network or outside parties that disrupt the normal functioning of the network.

8. Termination of Agreement

The Member may terminate the Membership with a month’s prior written notice. In case the termination is within the first 6 months after the subscription, half (50%) of the membership fee will

be reimbursed. After that period no reimbursements will be done. The Member may deliver notice of termination using the “Contact us” form available on all Eggsplore Websites at any time. The termination notice shall include the Member’s and/or Organisation’s registered name and an email address of the Member registered on the Eggsplore website. On the other hand Eggsplore may terminate the Membership with the Member in any case of a “good cause” committed by the Member.

8.1 A good cause is defined as an event which makes it unacceptable for Eggsplore to continue the agreement to the end of the termination period, taking into account all circumstances of the individual case and weighing the interests of Eggsplore against the Member's. A good cause includes any the following events:

o If the Member fails to comply with any applicable legal provisions
o If the Member breaches a contractual obligation laid out in the GTC.
o If the reputation of the services offered on the Eggsplore Websites is substantially impaired by the online presence of the Member (if, for example, it is discovered after registration that the Member has been convicted of a criminal offence, and if said conviction is known to other Users);
o If the Member promotes any communities or associations (or any of their methods or activities) which are under surveillance by authorities responsible for public safety or the protection of minors, or;
o If the Member causes harm to any other Member(s)
8.2 In the event of a good cause in accordance with section 8.2 and notwithstanding Eggsplore’s right to terminate the contract in accordance with section 8.2, Eggsplore is entitled to:
- Delete the contents posted by the Member
- Delete the Member’s profile
- Issue a warning, or
- Block the Member's access to the services on the Eggsplore Website.


9. Indemnity
The Member shall indemnify and hold Eggsplore harmless and not accountable for claims for breach of third-party rights for which the Member is responsible or any damage, which is caused by a breach of any contractual obligations by the Member. The Member shall in particular indemnify and hold Eggsplore harmless and not accountable for claims by third parties resulting from any illegal acts by the Member, in particular with respect to Contents provided by the Member infringing third- party rights or otherwise Illegal Content. In so far as such infringement of rights result in court proceedings, the Member shall also bear the costs incurred by Eggsplore as a result, in particular court and attorney costs.

10. Data Protection

Eggsplore recognizes that any data provided by the Member to Eggsplore is extremely important to the Member, and Eggsplore shall therefore be particularly sensitive in handling such data. Eggsplore

shall comply with all applicable legal provisions regarding data protection (Spanish Data Protection Agency, European Data Protection Directives and any other applicable data protection legislation). In particular, Eggsplore shall not provide or otherwise disclose any personal data of the Member to any third party without authorization. Details on Eggsplore’s treatment of the Member's data are set forth in the Data Protection Policy of Eggsplore accessible from the Eggsplore Website.

11. Third Party Links

The Platform may provide links to third party websites or resources from the Platform. You acknowledge and agree that Eggsplore is not responsible or liable for the availability or accuracy of, and Eggsplore does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

12. Miscellaneous

Unless otherwise stated in these GTC, the Member may submit all notices to Eggsplore by email or letter. The complete contact details of Eggsplore can be found on the Eggsplore Website under “Contact us”. Eggsplore may send notices to the Member by placing a notice in the Member’s personal inbox on the Eggsplore Website, email, or letter to the addresses given in the Member’s current contact data in the Member and/or Organisation accounts.

12.1 If any provision of these GTC is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

12.2 The place of performance under these GTC shall be Eggsplore’main place of business.

12.3 Place of jurisdiction, insofar as legally admissible, shall be Brussels, Belgium. This shall not impair any consumer jurisdiction forum competent for a dispute.