MEGA LIMITED TERMS OF SERVICE ("TERMS")
1. Welcome to MEGA. We are an Internet services provider and provide services made available at our website at https://mega.co.nz, subdomains and related sites ("website"), which enables users (depending which MEGA plan they are on), amongst other things, to encrypt by way of user controlled encryption ("UCE"), use our application programming interface ("API"), upload, store, manage, download and decrypt files, information, material and other data ("data") and give access to that data to others (all together, services). If you have questions about how to use our services or the great things you can do with Mega, see our FAQ first.2. These terms are binding and apply to any use of the services and website by you and anyone that you allow to access your data or our services. By using our services or the website, you and they irrevocably agree to these terms. If you do not like these terms or don't want to be bound, you can't use our services and the website.
3. We can change these terms at any time and we will provide you notice of the change, whether via our website, by sending you an email or via any messaging service we provide. Your continued use after that notice means that you agree to the changed terms.
4. If you comply with these terms, then we grant you a non-exclusive, non-transferable, worldwide licence to access and use our service via the website in accordance with these terms and any plan you have subscribed for.
Your data
5. If you allow others to access your data (e.g. by, amongst other things, giving them a link to, and a key to decrypt, that data), in addition to them accepting these terms, you are responsible for their actions and omissions while they are using the website and services and you agree to fully indemnify us for any claim, loss, damage, fine, costs (including our legal fees) and other liability if they breach any of these terms.6. Our service includes UCE. You should keep your encryption keys safe and confidential and not release them to anyone unless you wish them to have access to your data. If you lose or misplace your encryption keys, you will lose access to your data. We strongly urge you to use robust anti-virus and firewall protection.
7. You must maintain copies of all data stored by you on our service. We do not make any guarantees that there will be no loss of data or the services will be bug free. You are completely responsible to remove all data prior to termination of services.
8. Our service may automatically delete a piece of data you upload or give someone else access to where it determines that that data is an exact duplicate of original data already on our service. In that case, you will access that original data.
9. We will store your data on our service subject to these terms and any plan you subscribe to. If you choose to stop using our services, you need to make sure you retrieve your data first because, after that, we may, if we wish, delete it. If we suspend our services to you because you or someone you have given access to has breached these terms, during the term of that suspension, we may if we wish deny you access to your data. If we terminate our services to you because you or someone you have given access to has breached these terms, we may if we wish delete your data immediately. In circumstances where we cease providing all our services for other reasons, we will, if reasonably practicable and we are not prevented by law from doing so, give you 30 days access to retrieve your data.
What does it cost you?
10. Once you have purchased a plan for our services, you need to pay the fees (if any) for that plan (and any other taxes or duties). We can also change the fees for our services at any time if we give you notice. You can't withhold payment for any reason or claim any set-off without getting our written agreement.11. If at any time you do not make a payment to us when you are supposed to (including on termination), we can (and this doesn't affect any other rights we may have against you)...
11.1 ...make you pay, on demand, default interest on any amount you owe us at 10% per annum calculated on a daily basis, from the date when payment was due until the date when payment is actually made by you. You will also need to pay all expenses and costs (including our legal costs) in connection with us trying to recover any unpaid amount from you; and/or
11.2 ...suspend or terminate your use of the service.
What you must do
12. You must:12.1 make sure you always give us and keep up to date your correct contact and billing details, particularly if these change;
12.2 comply with these terms and any other agreements you have with us;
12.3 make sure that you comply with all laws and rules that relate to your use of the website, the service and any data you upload to our service.
Intellectual Property
Our IP
13. The license that we give you to use the website and our services does not give you the right, and you can't reproduce or use any of our copyright, intellectual property or other rights other than for the purposes of using the services and the website or as allowed under any open source licences under which we use intellectual property provided by others. The open source code that we use, where we obtained it, and licences for that code are all referenced in our FAQ.14. You are not allowed to, and you can't let anyone else, copy, alter, distribute, display, licence, modify or reproduce, reverse assemble, reverse compile (whether digitally, electronically, by linking, or in hard copy or by any means whatsoever) or use any of our copyright, intellectual property or other rights without getting our permission first in writing, unless in order to use our services and the website or as allowed under any open source licences under which we use intellectual property provided by others. The open source code that we use, where we obtained it, and licences for that code are all referenced in our FAQ.
15. Without limiting any other provision of these terms, you are only permitted to use the API if: you register at the developer registration page and agree that you may only publish or make available your application after we have approved it pursuant to our application approval process and license agreement available on request at api@mega.co.nz.
Your IP
16. You own, or warrant that you are authorised to use, any intellectual property in any data you store on, use, download, upload or otherwise transmit to or from, our service. You grant us a worldwide, royalty free licence to use, store, back-up, copy, transmit, distribute, communicate and otherwise make available, your data, for the purposes of enabling you and those you give access to, to use the website and the services and for any other purpose related to provision of the services to you.
What you can't do
17. You can't:17.1 assign or transfer any rights you have under these terms to any other person without getting our written agreement;
17.2 do anything that would damage, disrupt or place an unreasonable burden on our website or service or anyone else's use of our website or a service including but not limited to denial of service attacks or similar;
17.3 infringe anyone else's intellectual property (including but not limited to copyright) or other rights in any material.
17.4 resell or otherwise supply our services to anyone else without our prior written consent;
17.5 use our website or a service, including, without limitation, any communication tools available through the website, or any forum, chat room or message centre that we provide:
17.5.1 to store, use, download, upload or otherwise transmit, data in violation of any law (including to breach copyright or other intellectual property held by us or anyone else);
17.5.2 to send unwelcome communications of any kind (including but not limited to unlawful unsolicited commercial communications) to anyone (e.g. spam or chain letters);
17.5.3 to abuse, defame, threaten, stalk or harass anyone;
17.5.4 to store, use, download, upload or otherwise transmit, unsuitable, offensive, obscene or discriminatory information of any kind;
17.5.5 to run any network scanning software, spiders, spyware, robots, open relay software or similar software;
17.5.6 to upload anything or otherwise introduce any spyware, viruses, worms, trojan horses, time bombs or bots or any other damaging items which could interfere with our, or anyone else's, network or computer system;
17.5.7 to use any software or device which may hinder the services (like mail bombs, war dialing, pinging etc.);
17.5.8 to attempt to gain unauthorised access to any services other than those to which you have been given express permission to access; or
17.5.9 to try to trick or defraud anyone for any reason (e.g. by claiming to be someone you are not).
18. If you register with us, we will provide you with a password to associate with your specific username. You need to make sure your username and password is secure and confidential. Make sure you tell us straight away if you think or know someone else has used your password or there has been any other security breach. We will hold you responsible for anything done using your username and password. MAKE YOUR PASSWORD A STRONG ONE AND KEEP IT SECURE.
Infringement Notices
19. We respect the copyright of others and require that users of our services comply with the laws of copyright. You are strictly prohibited from using our services to infringe copyright. You may not upload, download, store, share, display, stream, distribute, e-mail, link to, transmit or otherwise make available any files, data, or content that infringes any copyright or other proprietary rights of any person or entity.We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied or used in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material including for example the uniform resource locator(s) (URL); (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury (unless applicable law says otherwise), that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove data alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will will also terminate your account if you are determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement is:
Mega Limited Copyright Agent
Antonio Frank Lentino
Private Bag 1
Wellsford 0940
New Zealand
E-mail: copyright@mega.co.nz
Copyright Counter Notices
20. To file a counter-notification with us, you must provide a written communication to copyright@mega.co.nz that sets forth the items specified below. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process. The location of the original claimant, and whether or not it was submitted under United States law (governed by the United States Digital Millennium Copyright Act, Section 512 g), determines which if any type of counter-notification you may file. A counter-notification must include at least the following specific elements and any other elements required by applicable law: Identification of the specific URLs of material that has been removed or to which access has been disabled. Your full name, address, telephone number, email address and the username of your MEGA account. The statement "I will accept service of process from the person who provided MEGA with the original copyright complaint or an authorised agent of such person." The statement: "I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled." Signature. A scanned physical signature or a valid electronic signature will be accepted. We can only accept a counter-notification directly from the user from whose account a URL or file has been disabled. For verification, we require that counter-notifications be submitted from the email address associated with the account. Our preferred method of counter-notification submission is via email to copyright@mega.co.nz After we receive your counter notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter notification, it includes your personal information. By submitting a counter notification, you consent to having your information revealed in this way.If you are filing the counter notice under the DMCA please add the following elements to your counter notice: State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located; State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us. Include the following statement above your signature: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled".
Suspension and Termination
21. You can terminate your access to the website and our services at any time by sending an email to support@mega.co.nz requesting termination. However, we will not provide any part- refund for any time not used on any subscription you may have.22. We can immediately suspend or terminate your access to the website and our services without notice to you if you breach any of these terms or any other agreement you have with us. If you are not a registered user, we may suspend or terminate your access to website and our service at any time, without notice to you.
23. We may also terminate or suspend our services or any part of our services, for all users or for groups of users, at any time and for any reason or no reason.
24. All charges outstanding on your account must be paid at termination.
Communication Conditions
25. As with any other web-based forum, you must exercise caution when using any communication tools available on the website. However, while we are not obligated to, we have the right to remove any communication at any time, for any reason or no reason, without any liability to you.Export Control
26. You may not use, export, re-export, import, or transfer any software or code suplied as part of your use of the website or our services: (a) into any United States or New Zealand embargoed countries ; or (b) to anyone listed as a specifically prohibited recipient by the United States Government or New Zealand Government. By using the website and our services, you represent and warrant that you are not located in any such country or on any such list. You also will not use the website or our services for any purpose prohibited by United States, New Zealand or any other law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.Severability and Waiver
27. If any provision of these terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. If we do not enforce any right or provision of these terms or if we in any instance grant any concession or indulgence, that will not be deemed a waiver of such right or provision or obligate us to grant any concession or indulgence to anyone else.Force Majeure
28. We will not be liable by reason of any failure or delay in the performance of our obligations because of events beyond our reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labour conditions, earthquakes, material shortages, extraordinary internet congestion or extraordinary connectivity issues or failure of a third party host, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, we will be excused from any further performance of the obligations which are affected by that Force Majeure Event for so long as the event continues.Entire Agreement
29. These terms, our Privacy policy, the terms of any plan you purchase and any other provisions expressly referenced in these terms, together constitute the entire agreement between us relating to your use of the website and our services. They supersede and replace any prior agreement, arrangement or understanding between you and us regarding the webiste and our services.DISCLAIMERS
30. WE DON'T GIVE YOU ANY WARRANTY OR UNDERTAKING ABOUT THE SERVICES OR THE WEBSITE WHICH ARE PROVIDED "AS IS". TO AVOID DOUBT, ALL IMPLIED CONDITIONS OR WARRANTIES ARE EXCLUDED AS MUCH AS IS PERMITTED BY LAW, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, SAFETY, RELIABILITY, DURABILITY, TITLE AND NON-INFRINGEMENT.31. We will try to give you access to our website all the time, but we do not make any promises or provide you with a warranty that our website or the services will be without any faults, bugs or interruptions.
32. Whilst we intend that the services should be available 24 hours a day, seven days a week, it is possible that on occasions the website or services may be unavailable to permit maintenance or other development activity to take place or be periodically interrupted for reasons outside our control.
33. Information on our website will change regularly. We will try to keep our website up to date and correct, but again, we do not make any promises or guarantees about the accuracy of the information on our website.
34. We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose. It is your sole responsibility to determine that the services meet the needs of your business or otherwise and are suitable for the purposes for which they are used.
35. We also aren't legally responsible for:
35.1 any corruption or loss of data or other content which you or anyone else may experience after using our website, or any problems you may have when you view or navigate our website;
35.2 devices or equipment that we do not own or have not given you;
35.3 if you do not follow our instructions or these terms or our Privacy Policy;
35.4 any actions or non-actions of other people which disrupt access to our website including the
35.4.1 content of any data;
35.4.2 content of ads appearing on our website (including links to advertisers' own websites) as the advertisers are responsible for the ads (we don't endorse the advertisers' products);
35.4.3 content of other people's websites even if a link to their website is included on our website (we just include the links for convenience to you).
36. You warrant that if you are accessing and using the services for the purposes of a business then, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction (such as the Consumer Guarantees Act 1993 in New Zealand) do not apply to the supply of the services, the website or these terms.
LIMITATION OF LIABILITY AND INDEMNITY BY YOU
37. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (THIS INCLUDES OUR EMPLOYEES, OFFICERS, AGENTS AND AUTHORISED RESELLERS) ARE NOT LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR ON ANY OTHER GROUNDS TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGE, LOSS, COST OR EXPENSE, DAMAGE TO PROPERTY, INJURY TO PERSONS, LOSS OF PROFITS, LOSS OF DATA OR REVENUE, LOSS OF USE, LOST BUSINESS OR MISSED OPPORTUNITIES, WASTED EXPENDITURE OR SAVINGS WHICH YOU MIGHT HAVE HAD, DENIAL OF SERVICE OR ACCESS TO OUR WEBSITE, OCCURRING DIRECTLY OR INDIRECTLY FROM THE USE OR ABILITY OR INABILITY TO USE, OR RELIANCE ON, OUR WEBSITE, OR THE SERVICE AND BASED ON ANY TYPE OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.38. YOU SHALL INDEMNIFY US AGAINST ALL CLAIMS, COSTS (INCLUDING ALL OUR LEGAL COSTS), EXPENSES, DEMANDS OR LIABILITY, DAMAGES AND LOSSES WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHERWISE, AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING IN EACH CASE NEGLIGENCE), OR EQUITY OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY FROM BREACH BY YOU OR ANYONE YOU GIVE ACCESS TO YOUR DATA, OF ANY OF THESE TERMS.
39. IF YOU ARE NOT SATISFIED WITH THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THESE TERMS.
40. DESPITE THE ABOVE, IF ANY COURT HOLDS US (THIS INCLUDES OUR OFFICERS, STAFF AND AGENTS) LIABLE FOR ANY MATTER RELATED TO THESE TERMS OR OUR SERVICES, OUR TOTAL COMBINED LIABILITY WILL BE LIMITED TO THE SUM OF YOUR MONTHLY FEES PAID BY YOU FOR THE PREVIOUS MONTH.
Disputes and Choice of Law
41. Any and all disputes arising of this agreement, termination, or our relationship with you shall be determined by binding arbitration under the Arbitration Act 1996 in Auckland, New Zealand, by one arbitrator who shall be a lawyer knowledgable in relevant technology matters appointed by the President for the time being of the Arbitrators and Mediators Institute of New Zealand Incorporated (AMINZ) on a request by either you or us.42.1 Notice must be given to apply for any interim measure in the arbitration proceeding.
42.2 The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator.
42.3 The arbitration shall be in English. The Arbitrator in his or her discretion may permit the parties and witnesses to appear by videoconference.
42.4 The relationship we have with you under these terms is governed by New Zealand law. You and we submit to the exclusive jurisdiction of the New Zealand arbitral tribunals and courts (for the purposes of that arbitation) and the parties agree to enforcement of the arbitral award and orders in New Zealand and any other country.
Information and Privacy
43. We reserve the right to disclose data and other information as required by law.44. You and anyone else you give access to are also bound by our Privacy Policy. By accepting these terms, you also accept our Privacy Policy.
