- Nov 16, 2016
- 451
- 314
Scope of these terms
1Welcome to Mega. Mega Limited (“Mega”, “we”, “us”) provides cloud storage and communication services with user-controlled encryption. Using Mega, you and other users can encrypt your files and chats using user-controlled encryption (“UCE”), upload, access, store, manage, share, communicate, download and decrypt files, chats and any data (all of which we call “data” in these terms) and give access to that data to others (all together, “services” and each, a “service”). We provide our services ourselves and via our
2Important: We store all data on servers in New Zealand, Canada and Europe. If you access your data or give someone else access to your data using our services and you or they are not in New Zealand, Canada or Europe, you or they may be accessing that data from a country that does not give adequate protection to personal information when compared to that given under, the New Zealand Privacy Act 2020, the Canadian Personal Information Protection and Electronic Documents Act 2000 or the General Data Protection Regulation (“GDPR”). By agreeing to these terms, you authorise us to grant that access.
3These terms are binding and apply to any use of the services by you and anyone who you allow to access your data or our services. By using our services, you and they irrevocably agree to these terms. If you do not like these terms or don't want to be bound by them, you can't use our services. In particular, OUR SERVICES ARE PROVIDED SUBJECT TO CERTAIN DISCLAIMERS BY US AND UNDERTAKINGS BY YOU, INCLUDING AN INDEMNITY FROM YOU IF YOU BREACH THESE TERMS - see clauses 40-51. NEW ZEALAND LAW AND ARBITRATION OF ANY DISPUTES APPLIES EXCLUSIVELY - see clauses 52 and 53.
4We can change these terms at any time by providing you at least 30 days' prior notice of the change, whether via email or via a message in any service we provide. Your continued use after that notice means that you agree to the changed terms. If you have paid for a subscription that is due to expire after that 30 day notice period and you do not wish to continue to use our services under the new terms, you may terminate your subscription before the new terms come into force. We will then (but not otherwise) refund the unexpired portion of your subscription payment within 30 days and close your account. For more information about refunds, recurring paid subscriptions and their termination, see clauses 58-60.
5If you comply with these terms, then we grant you a non-exclusive, non-transferable, worldwide licence to access and use our services, in accordance with these terms and any plan you have subscribed for.
Your data
6If you allow others to access your data (e.g. by 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 our 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. This is particularly the case where you are the administrator of a business account (see clauses 33-35 and 54-57 below).
7UCE is fundamental to our services. This means that you, not us, have encrypted control of who has access to your data. You should keep your password and Recovery Key safe and confidential. You must not share your password with anyone else and should not release encryption keys to anyone else unless you wish them to have access to your data. If you lose or misplace your password, you will lose access to your data. Encryption won’t help though if someone has full access to your system or device. We strongly urge you to use best practices for ensuring the safety and security of your system and devices (e.g. via unique passwords, security upgrades, firewall protection, anti-virus software, securing and encrypting your devices). Mega will never send you emails asking for your password so do not be fooled by any such email since it will not be from us.
8You must maintain copies of all data stored by you on our services. We do not make any guarantees that there will be no loss of data or the services will be bug free. You should download all data prior to termination of services.
9Our service may automatically (without us viewing the file content) delete a file you upload, store, access or share where it determines that the file is an exact duplicate of a file already on our service (a process usually referred to as deduplication). In that case, the original file will be accessed by you and any other user and that file will be retained as long as any user has a right to access it under these terms. Any right of deletion that you exercise will not apply to a deduplicated file that is associated with another user.
10We will store your data subject to these terms and any plan you subscribe to. If you choose to stop using our services, you must download your data first because after account closure we may, if we wish, delete all your data.
If we suspend or terminate our services to you because you have breached these terms, or someone you have given access to has breached these terms, during the term of that suspension we may, if we wish, delete your data immediately or deny you access to your data but keep it for evidential purposes. See also clauses 33-35 and 54-57 below which set out details of what happens to users within a business account when the business account is suspended or terminated.
In circumstances where we cease providing our services for other reasons, we will, if we consider it appropriate, it is reasonably practicable and we are not prevented by law or likely to incur any liability in doing so, give you 30 days' notice to retrieve your data.
Your obligations
11Once you have subscribed to a plan for our services (with payment having been made via one of our websites, one of our mobile apps or one of our
12We can at any time change the fees for our services (other than those you have already paid for) and/or the terms of any services we provide to you (including without limitation the terms of any ‘achievements’, ‘referral’ or similar programs we may offer), as long as we give you (subject at all times to clause 34), 30 days’ notice of any such changes. Where we change the fees for our services, in the absence of manifest error or other lawful error, you can't withhold payment or claim any set-off without getting our written agreement
13If 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):
13.1suspend or terminate your use of the service and/or;
13.2require you to 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 full legal costs) in connection with us trying to recover any unpaid amount from you.
14You must:
14.1where you have subscribed for a service, always give us and keep up to date, your correct contact and any billing details and those of any users within a business account;
14.2comply fully with any account verification protocols we require you to follow, including account verification via SMS;
14.3comply with these terms and any other agreements you have with us and ensure that users within a business account, of which you are administrator, do likewise;
14.4comply with all applicable laws, regulations and rules when using our services and with respect to any data you upload, access or share using our services and ensure that users within a business account, of which you are administrator, do likewise.
What you can't do
15You can't, and will ensure that no users within a business account, of which you are administrator:
15.1assign or transfer any rights you have under these terms to any other person (including by sharing your password with someone else) without our prior written consent;
15.2do anything that would damage, disrupt or place an unreasonable burden on our service or anyone else's use of our service, including but not limited to denial of service attacks or similar;
15.3infringe anyone else's intellectual property (including but not limited to copyright) or other rights in any data;
15.4resell or otherwise supply our services to anyone else without our prior written consent;
15.5open multiple free accounts;
15.6make use of any additional services which are not meant to be available to you on the plan you have subscribed for (including without limitation additional storage or additional functionality) and for the avoidance of doubt, this includes where, for whatever reason, we may have provided you access to such services;
15.7use our service:
15.7.1to store, use, download, upload, share, access, transmit, or otherwise make available, data in violation of any law in any country (including to breach copyright or other intellectual property rights held by us or anyone else);
15.7.2to send unwelcome communications of any kind (including but not limited to unlawful unsolicited commercial communications) to anyone (e.g. spam or chain letters);
15.7.3to abuse, defame, threaten, stalk or harass anyone, or to harm them as defined in the
15.7.4to store, use, download, upload, share, access, transmit, or otherwise make available, unsuitable, offensive, obscene or discriminatory information of any kind;
15.7.5to run any network scanning software, spiders, spyware, robots, open relay software or similar software;
15.7.6to 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, device or computer system;
15.7.7to use any software or device which may hinder the services (like mail bombs, war dialing, automated multiple pinging etc.);
15.7.8to attempt to gain unauthorised access to any services other than those to which you have been given express permission to access; or
15.7.9to impersonate anyone or to try to trick or defraud anyone for any reason (e.g. by claiming to be someone you are not).
16If you register with us, you will need to use a password in conjunction with your specific account email address. You need to make sure your password is secure, not used by you on other sites 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 account and password. MAKE YOUR PASSWORD A STRONG ONE AND KEEP IT SECURE. We are not responsible if someone else gains access to your computer or other device and/or your Mega password and/or encryption keys for any files.
Intellectual Property
Our IP
17You are not allowed to, and you can't let anyone else (including in particular any user within a business account of which you are administrator), use, copy, alter, distribute, display, licence, modify or reproduce, reverse assemble, reverse compile, communicate, share, transmit or otherwise make available, (whether digitally, electronically, by linking, or in hard copy or by any means whatsoever), any of our code, content, copyright materials, intellectual property or other rights without getting our permission in writing, other than in order to use our services as intended 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 on our websites and via our mobile apps.
18Without limiting any other provision of these terms, you are only permitted to directly and specifically 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 licence agreement available on request at api@mega.nz
Your IP
19You own, or undertake that you are authorised to use, any intellectual property in any data you store on, use, download, upload, share, access, transmit or otherwise make available to or from, our systems or using our services. You grant us a worldwide, royalty-free licence to use, store, back-up, copy, transmit, distribute, communicate, modify and otherwise make available, your data, solely for the purposes of enabling you and those you give access to, to use our services and for any other purpose related to provision of the services to you and them.
Copyright Infringement Notices
20We respect the copyright of others and require that users of our services comply with copyright laws. You are strictly prohibited from using our services to infringe copyright. You may not upload, download, store, share, access, display, stream, distribute, e-mail, link to, communicate, transmit, or otherwise make available any files, data, or content that infringes any copyright or other proprietary rights of any person or entity.
21We 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:
21.1a physical or electronic signature of the copyright owner or a person authorised to act on their behalf;
21.2identification of the copyrighted work claimed to have been infringed;
21.3identification 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 the exact URL link (with decryption key) to that material on Mega;
21.4your contact information, including your address, telephone number, and an email address; a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and
21.5a statement that the information in the notification is accurate, and, under penalty of perjury (unless applicable law says otherwise), that you are authorised to act on behalf of the copyright owner.
22We 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 also terminate your account if we consider you to be a repeat infringer. Details of our designated copyright agent for notice of alleged copyright infringement are on our
Copyright Counter-Notices
23We process all takedown notices based on good faith acceptance of the representations from the party submitting the takedown notice. We do not review the material before processing the takedown notice.
24You may file a counter-notice if you believe that access to a file you have uploaded has been wrongly disabled because it was the subject of an incorrect takedown notice. You should only do so if you are confident that no other party owns copyright in the material, or you have rights to store the material and, if you are sharing it, that you have the right to do so.
25Please understand that:
25.1when we receive your counter-notice, we pass it, including your address and other contact information, to the party who issued the original takedown notice. By submitting your counter-notice you authorise us to do so;
25.2filing a counter-notification may lead to legal proceedings between you and the complaining party;
25.3there may be adverse legal consequences in New Zealand and/or your jurisdiction if you make a false or bad faith allegation by using this process;
25.4if, when using this counter-notice process, you make a false or bad faith allegation or otherwise breach these terms or any of our policies and that causes us any loss, costs (including legal costs), damages or other liability, we reserve the right to claim for and recover from you that loss, those costs (including full legal costs on a solicitor-client basis), damages and other liability, by deduction from any balance in your account and/or by proceedings in New Zealand and/or the jurisdiction of the address in your counter-notice; and
25.5we provide this counter-notice process voluntarily for the purposes of all applicable copyright takedown and counter-notice regimes in New Zealand and other jurisdictions, but, in doing so, we do not submit to any jurisdiction, law, tribunal or court other than those of New Zealand, as set out in these terms. We may amend, suspend or withdraw this counter-notice process at any time, provided that any counter-notices in train at that time shall continue to be processed.
26By filing a counter-notice, you are deemed to have accepted the above terms. If you do not accept the above terms, do not file a counter-notice.
27To file a counter-notice with us, you must provide a written communication at
27.1Identification of the specific URL(s) of material that has been removed or to which access has been disabled;
27.2Your full name, address, telephone number, email address and the username of your Mega account;
27.3The 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.";
27.4The reasons for that good faith belief, sufficient to explain the mistake or misidentification to the person who filed the original takedown notice;
27.5The statement "I will accept service of proceedings in New Zealand or in the jurisdiction where my address in this counter-notice is located, from the person who provided Mega Limited with the original copyright takedown notice or an agent of such person.";
27.6A scanned physical signature or usual signoff in an email or using our webform will be accepted; and
27.7Any comments you wish to provide.
28We will only accept a counter-notification directly from the user from whose account a folder or file has been disabled. Counter-notifications must be submitted from the email address associated with that Mega account.
29If we do not receive any further communication from or on behalf of the person who originally submitted the takedown notice, or any communication we do receive does not in our sole opinion adequately justify the original takedown notice, we may, but shall not be obliged to, reinstate the material in approximately 10-14 days provided we have no reason to believe that the material infringes copyright.
30Nothing in this counter-notice section prejudices our right to remove or disable access to any material at any time, for any reason or no reason.
Other Infringement Notices
31If you consider there has been some other infringement or breach of law, or of these terms, and wish to file a complaint, contact us at the relevant address on our
Suspension and Termination
32You can terminate your access to our services at any time by following the 'Cancel your account' link in the Account section of our websites or the Settings section of our mobile apps. However, we will not provide any part-refund for any allowance not used on any subscription you may have, other than under clauses 4 and 58. If you are a business account administrator you may also terminate access to any user within the business account.
33We can immediately suspend or terminate your, and (as may be applicable) that of other users within a business account, access to our websites and our services without notice to you:
33.1if you or they breach any of these terms or any other agreement you or they have with us;
33.2at any time if you are not a registered user;
33.3if you are using a free account and that account has been inactive for over 3 months; or
33.4if we have been unable to contact you using the email address in your account details.
34Without in any way limiting the other rights available to us pursuant to these terms to take such further action as we deem necessary in any case, we may temporarily suspend your account, where a pattern of access to your account suggests to us that the account may have been compromised. You will subsequently be required to provide such verification of your right to access your account, as we deem appropriate, before we will unsuspend your account.
35We may also terminate, suspend or limit our services or any part of our services, for all users or for groups of users, without notice, at any time, and as applicable for any duration of time(s) that we specify, for any reason or no reason, provided that in any such cases, to the greatest extent permitted at law, we will have no liability to you in any regard as a result of any such actions.
36All charges outstanding on your account must be paid at termination.
Export Control
37You may not use, export, re-export, import, or transfer any software or code supplied as part of your use of 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 the New Zealand Government. By using our websites 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 our websites 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
38If 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 or to you again.
Force Majeure
39We 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, epidemics, pandemics, 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.
DISCLAIMERS
40WE DON'T GIVE YOU ANY WARRANTY OR UNDERTAKING ABOUT THE SERVICES 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.
41We will try to give you access to our services all the time, but we do not make any promises or provide you with a warranty that the services will be without any faults, bugs or interruptions.
42Whilst we intend that the services should be available 24 hours a day, seven days a week, it is possible that on occasions our services may be unavailable to permit maintenance or other development activity to take place or be periodically interrupted for reasons outside our control.
43Information provided on our services will change regularly. We will try to keep the information up to date and correct, but again, we do not make any promises or guarantees about the accuracy of such information.
44We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose.
45You are the controller in respect of some data Mega holds about you and Mega is the processor, for GDPR purposes. Mega is the controller in respect of some other data. See our
46We also aren't legally responsible for:
46.1any corruption or loss of data or other content which you or anyone else may experience after using our services or any problems you may have when you access our services;
46.2devices or equipment that we do not own or have not given you;
46.3any loss or damage if you do not follow our reasonable instructions, these terms, our
46.4any actions or non-actions of other people which disrupt access to our services, including the
46.4.1content and nature of any data that you upload, access or share;
46.4.2content of ads appearing on our services (including links to advertisers' own websites) as the advertisers are responsible for the ads and we don't endorse the advertisers' products; and
46.4.3content of other people's websites even if a link to their websites is included on our websites or our mobile apps.
47You 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
LIMITATION OF LIABILITY AND INDEMNITY BY YOU
48TO 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, OCCURRING DIRECTLY OR INDIRECTLY FROM THE USE OR ABILITY OR INABILITY TO USE, OR RELIANCE ON, OUR SERVICES, AND BASED ON ANY TYPE OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTORY OR PRODUCT LIABILITY, OR OTHERWISE.
49YOU 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 OR ANY POLICY REFERENCED IN THESE TERMS.
50IF YOU ARE NOT SATISFIED WITH THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF OUR SERVICES AND THE CONTRACT YOU HAVE WITH US.
51DESPITE THE ABOVE, IF ANY COURT OR OTHER COMPETENT AUTHORITY 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 MOST RECENT SUBSCRIPTION AMOUNT YOU HAVE PAID TO US.
Disputes and Choice of Law
52Any and all disputes arising out of this agreement, its 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 knowledgeable 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. The following terms apply to the arbitration in addition to those implied by New Zealand law:
52.1Notice must be given to apply for any interim measure in the arbitration proceeding;
52.2The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator;
52.3The arbitration shall be in English. The Arbitrator shall permit the parties and witnesses to appear by videoconference that we will organise and pay for; and
52.4We will pay the arbitrator's fees and expenses unless the arbitrator determines that you should meet some or all of those fees and expenses because your dispute is frivolous or vexatious.
53The relationship we have with you under these terms and their interpretation and construction together with any dispute, suspension or termination arising out of or in connection with them, is governed exclusively by New Zealand law. Mega does not submit to any other jurisdiction other than New Zealand and New Zealand law. You and we submit to the exclusive jurisdiction of the New Zealand arbitral tribunals (and courts for the purposes of the enforcement of any arbitral award or appeal on question of law). The parties agree to enforcement of the arbitral award and orders and any judgement in New Zealand and in any other country.
Business Accounts
54For business accounts, the administrator of that account can see and deal with the files and data associated with all users within that account (including any data and any personal information). In addition:
54.1If the business account is suspended or terminated, the action will affect the data and personal information of every user within that account;
54.2The administrator of the business account will be able to see and deal with, change or delete the files and data associated with every user within that account (including any of data and personal information); and
54.3The administrator of the business account will be able to terminate any user’s account within the business account, restrict or disable usage of the account, change any user’s password and otherwise deny access to the account and all data and personal information and such users will then lose access to all their data and all personal information associated with their account.
55In respect of payment for business accounts:
55.1We will charge the credit card associated with the business account with the applicable fees (including for any specified minimum) at the monthly billing date, on a recurring basis;
55.2Notwithstanding clause 55.1, acting at our sole discretion we will be entitled to offer such alternative payment methods and/or payment terms to you as we deem appropriate, provided that where such alternative payment methods and/or payment terms have been accepted by you, we may subsequently revoke such alternative payment methods and/or payment terms on 30 days’ notice to you; and
55.3In the event that there is any dispute as to the amount of any payment due (for example in respect of the number of active users on your business account in any month) then our decision on such matter shall be final and binding, and in the absence of manifest error or other lawful error, you can't withhold payment or claim any set-off without getting our written agreement.
56Where a business account recurring payment fails for any reason, after 7 days we may suspend the account and all users within that account until payment is made. If no payment is made within a reasonable period of time, we will be entitled to terminate the business account and all users within that account, in which case all data and personal information associated with those users and the account will be subject to deletion in accordance with these terms.
57Business accounts are subject to a fair use policy as follows:
57.1Business accounts are only to be used for business purposes;
57.2Business accounts are intended for multiple users and are not to be held or used by one person;
57.3Each user must comply with these terms. Any breach of these terms by one user will be treated as a breach of these terms in respect of the whole account;
57.4Mega will not be liable to any business account user should the actions of another user within the account, including the administrator of the business account, cause any loss or damage to another user within the business account (including by way of deletion, amendment, sharing or any other dealing with data or personal information); and
57.5Each user’s use of the business service must be fair, reasonable and not excessive, as reasonably determined by us by reference to average and/or estimated typical per business user usage of the business service. We will consider usage to be excessive and unreasonable where it materially exceeds the average and/or estimated use patterns over any day, week or month (or other period of time as determined by us) (“excessive usage”). If we identify excessive usage or consider that usage patterns on any business account indicate that any of the usage is not for business purposes we may suspend, and after 30 days’ notice, terminate any or all of the users or the whole business account, in which case data and personal information associated with those users and the account will be subject to deletion in accordance with these terms. Examples of such unreasonable usage patterns also include: making non-business data publicly available, adding users who do not appear to Mega to be associated with the business, and uploading or sharing files from non-business related third party sites.
Refunds
58Unless otherwise provided by New Zealand law or by a particular service offer, all purchases are final and non-refundable. If you believe that Mega has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. If you have made a payment by mistake and have not used the subscription plan services, you must contact support@mega.nz within 24 hours. This will be acknowledged promptly and answered within 7 days.
Recurring Paid Subscriptions
59Recurring subscriptions will renew indefinitely, either monthly or annually, based upon your chosen subscription period, unless the subscription is cancelled prior to a renewal date. For recurring subscriptions established via mobile apps using in-app-purchase platforms, you should refer to your app store account for details of the dates and terms of the subscription. Any other recurring subscription will renew on the same day of month as it was established, except in cases where the day is not available due to a short month, in which case the renewal date will be moved to the first day of the following month.
Cancellation of Recurring Paid Subscriptions
60Recurring subscriptions established through the mobile app using in-app-purchase platforms should be cancelled through the relevant app store account directly. Any other recurring subscription should be cancelled by navigating to
Information and Privacy
61We reserve the right to disclose data and other information as required by law or any competent authority. Our approach is referenced in our
62You and anyone else you give access to are also bound by our
Notices
63You can contact us by sending an email to support@mega.nz. If we need to contact you or provide you with notice we will email you at the email address you have recorded in your account details and such notices will be valid and deemed to be received by you whether or not you are using that address. We may also send notices via any chat facility or internal messaging system we may provide.
Rights to Third Parties
64Mega Limited employees, officers, agents, related companies and affiliates together with authorised suppliers of services to and authorised resellers of, our services, are entitled to the benefit of all indemnities and other provisions of these terms which are for the benefit of Mega in these terms.
Entire Agreement
65These terms, our
Last updated 18 December 2020, effective 18 January 2021.
1Welcome to Mega. Mega Limited (“Mega”, “we”, “us”) provides cloud storage and communication services with user-controlled encryption. Using Mega, you and other users can encrypt your files and chats using user-controlled encryption (“UCE”), upload, access, store, manage, share, communicate, download and decrypt files, chats and any data (all of which we call “data” in these terms) and give access to that data to others (all together, “services” and each, a “service”). We provide our services ourselves and via our
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who act on our behalf, at our websites at
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and
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, subdomains and related sites (“websites”), using our mobile apps (“mobile apps”), our desktop apps (“desktop apps”), our command line tools (“cmd tools”), our browser extensions (“browser extensions”) and our application programming interface (“API”). If you have questions about how to use our services or the great things you can do with Mega, check our
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or, if you can't find the answer there, check our
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page for details of who to contact.2Important: We store all data on servers in New Zealand, Canada and Europe. If you access your data or give someone else access to your data using our services and you or they are not in New Zealand, Canada or Europe, you or they may be accessing that data from a country that does not give adequate protection to personal information when compared to that given under, the New Zealand Privacy Act 2020, the Canadian Personal Information Protection and Electronic Documents Act 2000 or the General Data Protection Regulation (“GDPR”). By agreeing to these terms, you authorise us to grant that access.
3These terms are binding and apply to any use of the services by you and anyone who you allow to access your data or our services. By using our services, you and they irrevocably agree to these terms. If you do not like these terms or don't want to be bound by them, you can't use our services. In particular, OUR SERVICES ARE PROVIDED SUBJECT TO CERTAIN DISCLAIMERS BY US AND UNDERTAKINGS BY YOU, INCLUDING AN INDEMNITY FROM YOU IF YOU BREACH THESE TERMS - see clauses 40-51. NEW ZEALAND LAW AND ARBITRATION OF ANY DISPUTES APPLIES EXCLUSIVELY - see clauses 52 and 53.
4We can change these terms at any time by providing you at least 30 days' prior notice of the change, whether via email or via a message in any service we provide. Your continued use after that notice means that you agree to the changed terms. If you have paid for a subscription that is due to expire after that 30 day notice period and you do not wish to continue to use our services under the new terms, you may terminate your subscription before the new terms come into force. We will then (but not otherwise) refund the unexpired portion of your subscription payment within 30 days and close your account. For more information about refunds, recurring paid subscriptions and their termination, see clauses 58-60.
5If you comply with these terms, then we grant you a non-exclusive, non-transferable, worldwide licence to access and use our services, in accordance with these terms and any plan you have subscribed for.
Your data
6If you allow others to access your data (e.g. by 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 our 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. This is particularly the case where you are the administrator of a business account (see clauses 33-35 and 54-57 below).
7UCE is fundamental to our services. This means that you, not us, have encrypted control of who has access to your data. You should keep your password and Recovery Key safe and confidential. You must not share your password with anyone else and should not release encryption keys to anyone else unless you wish them to have access to your data. If you lose or misplace your password, you will lose access to your data. Encryption won’t help though if someone has full access to your system or device. We strongly urge you to use best practices for ensuring the safety and security of your system and devices (e.g. via unique passwords, security upgrades, firewall protection, anti-virus software, securing and encrypting your devices). Mega will never send you emails asking for your password so do not be fooled by any such email since it will not be from us.
8You must maintain copies of all data stored by you on our services. We do not make any guarantees that there will be no loss of data or the services will be bug free. You should download all data prior to termination of services.
9Our service may automatically (without us viewing the file content) delete a file you upload, store, access or share where it determines that the file is an exact duplicate of a file already on our service (a process usually referred to as deduplication). In that case, the original file will be accessed by you and any other user and that file will be retained as long as any user has a right to access it under these terms. Any right of deletion that you exercise will not apply to a deduplicated file that is associated with another user.
10We will store your data subject to these terms and any plan you subscribe to. If you choose to stop using our services, you must download your data first because after account closure we may, if we wish, delete all your data.
If we suspend or terminate our services to you because you have breached these terms, or someone you have given access to has breached these terms, during the term of that suspension we may, if we wish, delete your data immediately or deny you access to your data but keep it for evidential purposes. See also clauses 33-35 and 54-57 below which set out details of what happens to users within a business account when the business account is suspended or terminated.
In circumstances where we cease providing our services for other reasons, we will, if we consider it appropriate, it is reasonably practicable and we are not prevented by law or likely to incur any liability in doing so, give you 30 days' notice to retrieve your data.
Your obligations
11Once you have subscribed to a plan for our services (with payment having been made via one of our websites, one of our mobile apps or one of our
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), you need to continue to pay the fees (if any) for that plan (and any other taxes or duties). No matter which reseller or related or affiliated entity of Mega you make payment to, your contract for services is with Mega Limited and is governed exclusively by these terms and our policies referenced in these terms.12We can at any time change the fees for our services (other than those you have already paid for) and/or the terms of any services we provide to you (including without limitation the terms of any ‘achievements’, ‘referral’ or similar programs we may offer), as long as we give you (subject at all times to clause 34), 30 days’ notice of any such changes. Where we change the fees for our services, in the absence of manifest error or other lawful error, you can't withhold payment or claim any set-off without getting our written agreement
13If 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):
13.1suspend or terminate your use of the service and/or;
13.2require you to 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 full legal costs) in connection with us trying to recover any unpaid amount from you.
14You must:
14.1where you have subscribed for a service, always give us and keep up to date, your correct contact and any billing details and those of any users within a business account;
14.2comply fully with any account verification protocols we require you to follow, including account verification via SMS;
14.3comply with these terms and any other agreements you have with us and ensure that users within a business account, of which you are administrator, do likewise;
14.4comply with all applicable laws, regulations and rules when using our services and with respect to any data you upload, access or share using our services and ensure that users within a business account, of which you are administrator, do likewise.
What you can't do
15You can't, and will ensure that no users within a business account, of which you are administrator:
15.1assign or transfer any rights you have under these terms to any other person (including by sharing your password with someone else) without our prior written consent;
15.2do anything that would damage, disrupt or place an unreasonable burden on our service or anyone else's use of our service, including but not limited to denial of service attacks or similar;
15.3infringe anyone else's intellectual property (including but not limited to copyright) or other rights in any data;
15.4resell or otherwise supply our services to anyone else without our prior written consent;
15.5open multiple free accounts;
15.6make use of any additional services which are not meant to be available to you on the plan you have subscribed for (including without limitation additional storage or additional functionality) and for the avoidance of doubt, this includes where, for whatever reason, we may have provided you access to such services;
15.7use our service:
15.7.1to store, use, download, upload, share, access, transmit, or otherwise make available, data in violation of any law in any country (including to breach copyright or other intellectual property rights held by us or anyone else);
15.7.2to send unwelcome communications of any kind (including but not limited to unlawful unsolicited commercial communications) to anyone (e.g. spam or chain letters);
15.7.3to abuse, defame, threaten, stalk or harass anyone, or to harm them as defined in the
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or any similar law in any jurisdiction;15.7.4to store, use, download, upload, share, access, transmit, or otherwise make available, unsuitable, offensive, obscene or discriminatory information of any kind;
15.7.5to run any network scanning software, spiders, spyware, robots, open relay software or similar software;
15.7.6to 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, device or computer system;
15.7.7to use any software or device which may hinder the services (like mail bombs, war dialing, automated multiple pinging etc.);
15.7.8to attempt to gain unauthorised access to any services other than those to which you have been given express permission to access; or
15.7.9to impersonate anyone or to try to trick or defraud anyone for any reason (e.g. by claiming to be someone you are not).
16If you register with us, you will need to use a password in conjunction with your specific account email address. You need to make sure your password is secure, not used by you on other sites 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 account and password. MAKE YOUR PASSWORD A STRONG ONE AND KEEP IT SECURE. We are not responsible if someone else gains access to your computer or other device and/or your Mega password and/or encryption keys for any files.
Intellectual Property
Our IP
17You are not allowed to, and you can't let anyone else (including in particular any user within a business account of which you are administrator), use, copy, alter, distribute, display, licence, modify or reproduce, reverse assemble, reverse compile, communicate, share, transmit or otherwise make available, (whether digitally, electronically, by linking, or in hard copy or by any means whatsoever), any of our code, content, copyright materials, intellectual property or other rights without getting our permission in writing, other than in order to use our services as intended 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 on our websites and via our mobile apps.
18Without limiting any other provision of these terms, you are only permitted to directly and specifically 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 licence agreement available on request at api@mega.nz
Your IP
19You own, or undertake that you are authorised to use, any intellectual property in any data you store on, use, download, upload, share, access, transmit or otherwise make available to or from, our systems or using our services. You grant us a worldwide, royalty-free licence to use, store, back-up, copy, transmit, distribute, communicate, modify and otherwise make available, your data, solely for the purposes of enabling you and those you give access to, to use our services and for any other purpose related to provision of the services to you and them.
Copyright Infringement Notices
20We respect the copyright of others and require that users of our services comply with copyright laws. You are strictly prohibited from using our services to infringe copyright. You may not upload, download, store, share, access, display, stream, distribute, e-mail, link to, communicate, transmit, or otherwise make available any files, data, or content that infringes any copyright or other proprietary rights of any person or entity.
21We 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:
21.1a physical or electronic signature of the copyright owner or a person authorised to act on their behalf;
21.2identification of the copyrighted work claimed to have been infringed;
21.3identification 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 the exact URL link (with decryption key) to that material on Mega;
21.4your contact information, including your address, telephone number, and an email address; a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and
21.5a statement that the information in the notification is accurate, and, under penalty of perjury (unless applicable law says otherwise), that you are authorised to act on behalf of the copyright owner.
22We 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 also terminate your account if we consider you to be a repeat infringer. Details of our designated copyright agent for notice of alleged copyright infringement are on our
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page.Copyright Counter-Notices
23We process all takedown notices based on good faith acceptance of the representations from the party submitting the takedown notice. We do not review the material before processing the takedown notice.
24You may file a counter-notice if you believe that access to a file you have uploaded has been wrongly disabled because it was the subject of an incorrect takedown notice. You should only do so if you are confident that no other party owns copyright in the material, or you have rights to store the material and, if you are sharing it, that you have the right to do so.
25Please understand that:
25.1when we receive your counter-notice, we pass it, including your address and other contact information, to the party who issued the original takedown notice. By submitting your counter-notice you authorise us to do so;
25.2filing a counter-notification may lead to legal proceedings between you and the complaining party;
25.3there may be adverse legal consequences in New Zealand and/or your jurisdiction if you make a false or bad faith allegation by using this process;
25.4if, when using this counter-notice process, you make a false or bad faith allegation or otherwise breach these terms or any of our policies and that causes us any loss, costs (including legal costs), damages or other liability, we reserve the right to claim for and recover from you that loss, those costs (including full legal costs on a solicitor-client basis), damages and other liability, by deduction from any balance in your account and/or by proceedings in New Zealand and/or the jurisdiction of the address in your counter-notice; and
25.5we provide this counter-notice process voluntarily for the purposes of all applicable copyright takedown and counter-notice regimes in New Zealand and other jurisdictions, but, in doing so, we do not submit to any jurisdiction, law, tribunal or court other than those of New Zealand, as set out in these terms. We may amend, suspend or withdraw this counter-notice process at any time, provided that any counter-notices in train at that time shall continue to be processed.
26By filing a counter-notice, you are deemed to have accepted the above terms. If you do not accept the above terms, do not file a counter-notice.
27To file a counter-notice with us, you must provide a written communication at
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or by email to copyright@mega.nz that includes substantially the following:27.1Identification of the specific URL(s) of material that has been removed or to which access has been disabled;
27.2Your full name, address, telephone number, email address and the username of your Mega account;
27.3The 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.";
27.4The reasons for that good faith belief, sufficient to explain the mistake or misidentification to the person who filed the original takedown notice;
27.5The statement "I will accept service of proceedings in New Zealand or in the jurisdiction where my address in this counter-notice is located, from the person who provided Mega Limited with the original copyright takedown notice or an agent of such person.";
27.6A scanned physical signature or usual signoff in an email or using our webform will be accepted; and
27.7Any comments you wish to provide.
28We will only accept a counter-notification directly from the user from whose account a folder or file has been disabled. Counter-notifications must be submitted from the email address associated with that Mega account.
29If we do not receive any further communication from or on behalf of the person who originally submitted the takedown notice, or any communication we do receive does not in our sole opinion adequately justify the original takedown notice, we may, but shall not be obliged to, reinstate the material in approximately 10-14 days provided we have no reason to believe that the material infringes copyright.
30Nothing in this counter-notice section prejudices our right to remove or disable access to any material at any time, for any reason or no reason.
Other Infringement Notices
31If you consider there has been some other infringement or breach of law, or of these terms, and wish to file a complaint, contact us at the relevant address on our
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page. We will generally require the same amount of detail as set out above for copyright infringement notices. See also our
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.Suspension and Termination
32You can terminate your access to our services at any time by following the 'Cancel your account' link in the Account section of our websites or the Settings section of our mobile apps. However, we will not provide any part-refund for any allowance not used on any subscription you may have, other than under clauses 4 and 58. If you are a business account administrator you may also terminate access to any user within the business account.
33We can immediately suspend or terminate your, and (as may be applicable) that of other users within a business account, access to our websites and our services without notice to you:
33.1if you or they breach any of these terms or any other agreement you or they have with us;
33.2at any time if you are not a registered user;
33.3if you are using a free account and that account has been inactive for over 3 months; or
33.4if we have been unable to contact you using the email address in your account details.
34Without in any way limiting the other rights available to us pursuant to these terms to take such further action as we deem necessary in any case, we may temporarily suspend your account, where a pattern of access to your account suggests to us that the account may have been compromised. You will subsequently be required to provide such verification of your right to access your account, as we deem appropriate, before we will unsuspend your account.
35We may also terminate, suspend or limit our services or any part of our services, for all users or for groups of users, without notice, at any time, and as applicable for any duration of time(s) that we specify, for any reason or no reason, provided that in any such cases, to the greatest extent permitted at law, we will have no liability to you in any regard as a result of any such actions.
36All charges outstanding on your account must be paid at termination.
Export Control
37You may not use, export, re-export, import, or transfer any software or code supplied as part of your use of 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 the New Zealand Government. By using our websites 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 our websites 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
38If 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 or to you again.
Force Majeure
39We 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, epidemics, pandemics, 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.
DISCLAIMERS
40WE DON'T GIVE YOU ANY WARRANTY OR UNDERTAKING ABOUT THE SERVICES 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.
41We will try to give you access to our services all the time, but we do not make any promises or provide you with a warranty that the services will be without any faults, bugs or interruptions.
42Whilst we intend that the services should be available 24 hours a day, seven days a week, it is possible that on occasions our services may be unavailable to permit maintenance or other development activity to take place or be periodically interrupted for reasons outside our control.
43Information provided on our services will change regularly. We will try to keep the information up to date and correct, but again, we do not make any promises or guarantees about the accuracy of such information.
44We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose.
45You are the controller in respect of some data Mega holds about you and Mega is the processor, for GDPR purposes. Mega is the controller in respect of some other data. See our
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for more details. These terms, our
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, our
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and our
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are the contract between us that governs our processing of that data. It is your sole responsibility to determine that the services meet the needs of you, your business or otherwise and are suitable for the purposes for which they are used.46We also aren't legally responsible for:
46.1any corruption or loss of data or other content which you or anyone else may experience after using our services or any problems you may have when you access our services;
46.2devices or equipment that we do not own or have not given you;
46.3any loss or damage if you do not follow our reasonable instructions, these terms, our
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, our
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and
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; and46.4any actions or non-actions of other people which disrupt access to our services, including the
46.4.1content and nature of any data that you upload, access or share;
46.4.2content of ads appearing on our services (including links to advertisers' own websites) as the advertisers are responsible for the ads and we don't endorse the advertisers' products; and
46.4.3content of other people's websites even if a link to their websites is included on our websites or our mobile apps.
47You 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
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in New Zealand) do not apply to the supply of the services or these terms.LIMITATION OF LIABILITY AND INDEMNITY BY YOU
48TO 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, OCCURRING DIRECTLY OR INDIRECTLY FROM THE USE OR ABILITY OR INABILITY TO USE, OR RELIANCE ON, OUR SERVICES, AND BASED ON ANY TYPE OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTORY OR PRODUCT LIABILITY, OR OTHERWISE.
49YOU 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 OR ANY POLICY REFERENCED IN THESE TERMS.
50IF YOU ARE NOT SATISFIED WITH THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF OUR SERVICES AND THE CONTRACT YOU HAVE WITH US.
51DESPITE THE ABOVE, IF ANY COURT OR OTHER COMPETENT AUTHORITY 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 MOST RECENT SUBSCRIPTION AMOUNT YOU HAVE PAID TO US.
Disputes and Choice of Law
52Any and all disputes arising out of this agreement, its 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 knowledgeable 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. The following terms apply to the arbitration in addition to those implied by New Zealand law:
52.1Notice must be given to apply for any interim measure in the arbitration proceeding;
52.2The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator;
52.3The arbitration shall be in English. The Arbitrator shall permit the parties and witnesses to appear by videoconference that we will organise and pay for; and
52.4We will pay the arbitrator's fees and expenses unless the arbitrator determines that you should meet some or all of those fees and expenses because your dispute is frivolous or vexatious.
53The relationship we have with you under these terms and their interpretation and construction together with any dispute, suspension or termination arising out of or in connection with them, is governed exclusively by New Zealand law. Mega does not submit to any other jurisdiction other than New Zealand and New Zealand law. You and we submit to the exclusive jurisdiction of the New Zealand arbitral tribunals (and courts for the purposes of the enforcement of any arbitral award or appeal on question of law). The parties agree to enforcement of the arbitral award and orders and any judgement in New Zealand and in any other country.
Business Accounts
54For business accounts, the administrator of that account can see and deal with the files and data associated with all users within that account (including any data and any personal information). In addition:
54.1If the business account is suspended or terminated, the action will affect the data and personal information of every user within that account;
54.2The administrator of the business account will be able to see and deal with, change or delete the files and data associated with every user within that account (including any of data and personal information); and
54.3The administrator of the business account will be able to terminate any user’s account within the business account, restrict or disable usage of the account, change any user’s password and otherwise deny access to the account and all data and personal information and such users will then lose access to all their data and all personal information associated with their account.
55In respect of payment for business accounts:
55.1We will charge the credit card associated with the business account with the applicable fees (including for any specified minimum) at the monthly billing date, on a recurring basis;
55.2Notwithstanding clause 55.1, acting at our sole discretion we will be entitled to offer such alternative payment methods and/or payment terms to you as we deem appropriate, provided that where such alternative payment methods and/or payment terms have been accepted by you, we may subsequently revoke such alternative payment methods and/or payment terms on 30 days’ notice to you; and
55.3In the event that there is any dispute as to the amount of any payment due (for example in respect of the number of active users on your business account in any month) then our decision on such matter shall be final and binding, and in the absence of manifest error or other lawful error, you can't withhold payment or claim any set-off without getting our written agreement.
56Where a business account recurring payment fails for any reason, after 7 days we may suspend the account and all users within that account until payment is made. If no payment is made within a reasonable period of time, we will be entitled to terminate the business account and all users within that account, in which case all data and personal information associated with those users and the account will be subject to deletion in accordance with these terms.
57Business accounts are subject to a fair use policy as follows:
57.1Business accounts are only to be used for business purposes;
57.2Business accounts are intended for multiple users and are not to be held or used by one person;
57.3Each user must comply with these terms. Any breach of these terms by one user will be treated as a breach of these terms in respect of the whole account;
57.4Mega will not be liable to any business account user should the actions of another user within the account, including the administrator of the business account, cause any loss or damage to another user within the business account (including by way of deletion, amendment, sharing or any other dealing with data or personal information); and
57.5Each user’s use of the business service must be fair, reasonable and not excessive, as reasonably determined by us by reference to average and/or estimated typical per business user usage of the business service. We will consider usage to be excessive and unreasonable where it materially exceeds the average and/or estimated use patterns over any day, week or month (or other period of time as determined by us) (“excessive usage”). If we identify excessive usage or consider that usage patterns on any business account indicate that any of the usage is not for business purposes we may suspend, and after 30 days’ notice, terminate any or all of the users or the whole business account, in which case data and personal information associated with those users and the account will be subject to deletion in accordance with these terms. Examples of such unreasonable usage patterns also include: making non-business data publicly available, adding users who do not appear to Mega to be associated with the business, and uploading or sharing files from non-business related third party sites.
Refunds
58Unless otherwise provided by New Zealand law or by a particular service offer, all purchases are final and non-refundable. If you believe that Mega has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. If you have made a payment by mistake and have not used the subscription plan services, you must contact support@mega.nz within 24 hours. This will be acknowledged promptly and answered within 7 days.
Recurring Paid Subscriptions
59Recurring subscriptions will renew indefinitely, either monthly or annually, based upon your chosen subscription period, unless the subscription is cancelled prior to a renewal date. For recurring subscriptions established via mobile apps using in-app-purchase platforms, you should refer to your app store account for details of the dates and terms of the subscription. Any other recurring subscription will renew on the same day of month as it was established, except in cases where the day is not available due to a short month, in which case the renewal date will be moved to the first day of the following month.
Cancellation of Recurring Paid Subscriptions
60Recurring subscriptions established through the mobile app using in-app-purchase platforms should be cancelled through the relevant app store account directly. Any other recurring subscription should be cancelled by navigating to
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in your browser while you are logged into your account and selecting the option to cancel your subscription. Any payments processed after an effective subscription cancellation will be promptly refunded by us. If you cancel a paid subscription, but you maintain your Mega account as a free account, access to your account may be restricted or blocked if the level of use is above the limits applying to free accounts at that time.Information and Privacy
61We reserve the right to disclose data and other information as required by law or any competent authority. Our approach is referenced in our
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and
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, both of which are subject to these terms.62You and anyone else you give access to are also bound by our
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, our
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and
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. By accepting these terms, you also accept our
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, our
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and
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.Notices
63You can contact us by sending an email to support@mega.nz. If we need to contact you or provide you with notice we will email you at the email address you have recorded in your account details and such notices will be valid and deemed to be received by you whether or not you are using that address. We may also send notices via any chat facility or internal messaging system we may provide.
Rights to Third Parties
64Mega Limited employees, officers, agents, related companies and affiliates together with authorised suppliers of services to and authorised resellers of, our services, are entitled to the benefit of all indemnities and other provisions of these terms which are for the benefit of Mega in these terms.
Entire Agreement
65These terms, our
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, our
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and
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, the terms of any plan you purchase and any other terms and policies expressly referenced in these terms, together constitute the entire agreement between us relating to your use of our services. From the date they come into force, in respect of any use of any of our services after that, they supersede and replace any prior agreement, arrangement or understanding between you and us regarding the use of our services. No agreement, arrangement or understanding alleged to be made between us, or representation alleged to be made, by us or on our behalf, to you, if inconsistent with these terms, shall be valid unless agreed to in writing by an executive officer of Mega Limited.Last updated 18 December 2020, effective 18 January 2021.
