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<!DOCTYPE html>
<html>
<!--
The mobile_terms.html file is symlinked to ios_terms.html on the server.
It is basically same as the html/terms.html file but the links are slightly different.
-->
<head>
<title>MEGA - Terms of Service</title>
<style type="text/css">
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font-family: 'Open Sans', Arial, Helvetica, sans-serif;
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</head>
<body>
<div class="main-mid-pad new-bottom-pages terms ltr selectable">
<h1>MEGA LIMITED TERMS OF SERVICE <span class="red">("TERMS")</span></h1>
<table class="index-table">
<tbody>
<tr>
<td><a class="scroll_to red" data-scrollto="#scope_of_these_terms">Scope of these terms</a></td>
<td>1-4</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#your_data">Your data</a></td>
<td>5-9</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#your_obligations">Your obligations</a></td>
<td>10-12</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#what_you_cant_do">What you can't do</a></td>
<td>13-14</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#our_ip">Our IP</a></td>
<td>15-16</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#your_ip">Your IP</a></td>
<td>17</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#copyright_infringement_notices">Copyright Infringement Notices</a></td>
<td>18-20</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#copyright_counter_notices">Copyright Counter-Notices</a></td>
<td>21-28</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#other_infringement_notices">Other Infringement Notices</a></td>
<td>29</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#suspension_and_termination">Suspension and Termination</a></td>
<td>30-33</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#export_control">Export Control</a></td>
<td>34</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#severability_and_waiver">Severability and Waiver</a></td>
<td>35</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#force_majeure">Force Majeure</a></td>
<td>36</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#disclaimers">Disclaimers</a></td>
<td>37-44</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#limitation_of_liability_and_indemnity_by_you">LIMITATION OF LIABILITY AND INDEMNITY BY YOU</a></td>
<td>45-48</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#disputes_and_choice_of_law">Disputes and Choice of Law</a></td>
<td>49-50</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#business_accounts">Business Accounts</a></td>
<td>51-54</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#refunds">Refunds</a></td>
<td>55</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#recurring_paid_subscriptions">Recurring Paid Subscriptions</a></td>
<td>56</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#cancellation_of_recurring_paid_subscriptions">Cancellation of Recurring Paid Subscriptions </a></td>
<td>57</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#information_and_privacy">Information and Privacy</a></td>
<td>58-59</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#notices">Notices</a></td>
<td>60</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#rights_to_third_parties">Rights to Third Parties</a></td>
<td>61</td>
</tr>
<tr>
<td><a class="scroll_to red" data-scrollto="#entire_agreement">Entire Agreement</a></td>
<td>62</td>
</tr>
</tbody>
</table>
<h2 id="scope_of_these_terms">Scope of these terms</h2>
<p>
<span class="number">1</span>
<span class="text">Welcome to Mega. Mega Limited ("Mega", "we", "us") provides cloud storage and communication services with user-controlled encryption. We provide services ourselves and via our <a class="clickurl" href="/contact">related or affiliated entities, payment processors and resellers</a> who act on our behalf, at our website at <a href="https://mega.nz">https://mega.nz</a>, subdomains and related sites ("website"), using our mobile apps ("mobile apps"), and our application programming interface (“API”). Using Mega, you and other users can encrypt your files and data by way of user-controlled encryption ("UCE"), upload, access, store, manage, share, communicate, download and decrypt files, information, material, text chats, voice chats, video chats and other 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"). If you have questions about how to use our services or the great things you can do with Mega, check our <a class="clickurl" href="[$mega_help_host]" target="_blank">Help Centre</a> or, if you can't find the answer there, check our <a class="clickurl" href="/contact">contacts</a> page for details of who to contact.</span>
</p>
<p>
<span class="number">2</span>
<span class="text">These terms are binding and apply to any use of the services, website and our mobile apps by you and anyone who you allow to access your data or our services. By using our services, the website or our mobile apps, 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, the website or our mobile apps. 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 37-48. NEW ZEALAND LAW AND ARBITRATION OF ANY DISPUTES APPLIES EXCLUSIVELY - see clauses 49 and 50.</span>
</p>
<p>
<span class="number">3</span>
<span class="text">We can change these terms at any time by providing you at least 30 days' prior notice of the change, whether via our website, via our mobile apps, 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. 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 55-57.</span>
</p>
<p>
<span class="number">4</span>
<span class="text">If you comply with these terms, then we grant you a non-exclusive, non-transferable, worldwide licence to access and use our services via the website, our mobile apps and our API if applicable, in accordance with these terms and any plan you have subscribed for.</span>
</p>
<h2 id="your_data">Your data</h2>
<p>
<span class="number">5</span>
<span class="text">If 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 51-54 below).</span>
</p>
<p>
<span class="number">6</span>
<span class="text">UCE 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 or suggesting that you click a link to login to your account, so do not be fooled by any such email since it will not be from us.</span>
</p>
<p>
<span class="number">7</span>
<span class="text">You 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.</span>
</p>
<p>
<span class="number">8</span>
<span class="text">Our 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.</span>
</p>
<p>
<span class="number">9</span>
<span class="text">
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 must download your data first because after that we may, if we wish, delete it.
<br><br>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 51-54 below which set out details of what happens to users within a business account when the business account is suspended or terminated.
<br><br>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.
</span>
</p>
<h2 id="your_obligations">Your obligations</h2>
<p>
<span class="number">10</span>
<span class="text">Once you have subscribed to a plan for our services (with payment having been made via the website, one of our mobile apps or one of our <a class="clickurl" href="/contact">related or affiliated entities, payment processors and resellers</a>), you need 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. We can also change the fees for our services (other than those you have already contracted and paid for) at any time if we give you notice. 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.</span>
</p>
<p>
<span class="number">11</span>
<span class="text">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):</span>
</p>
<p class="list">
<span class="number">11.1</span>
<span class="text">suspend or terminate your use of the service and/or;</span>
</p>
<p class="list">
<span class="number">11.2</span>
<span class="text">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 full legal costs) in connection with us trying to recover any unpaid amount from you.</span>
</p>
<p>
<span class="number">12</span>
<span class="text">You must:</span>
</p>
<p class="list">
<span class="number">12.1</span>
<span class="text">where 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;</span>
</p>
<p class="list">
<span class="number">12.2</span>
<span class="text">comply 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;</span>
</p>
<p class="list">
<span class="number">12.3</span>
<span class="text">comply with all applicable laws, regulations and rules when using the website, 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.</span>
</p>
<h2 id="what_you_cant_do">What you can't do</h2>
<p>
<span class="number">13</span>
<span class="text">You can't, and will ensure that no users within a business account, of which you are administrator:</span>
</p>
<p class="list">
<span class="number">13.1</span>
<span class="text">assign 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;</span>
</p>
<p class="list">
<span class="number">13.2</span>
<span class="text">do anything that would damage, disrupt or place an unreasonable burden on our website or service or anyone else's use of our website, our mobile apps or a service including but not limited to denial of service attacks or similar;</span>
</p>
<p class="list">
<span class="number">13.3</span>
<span class="text">infringe anyone else's intellectual property (including but not limited to copyright) or other rights in any data;</span>
</p>
<p class="list">
<span class="number">13.4</span>
<span class="text">resell or otherwise supply our services to anyone else without our prior written consent;</span>
</p>
<p class="list">
<span class="number">13.5</span>
<span class="text">open multiple free accounts;</span>
</p>
<p class="list">
<span class="number">13.6</span>
<span class="text">use our website, mobile apps, API, or any service, including, without limitation, any communication tools available through the website, our mobile apps, or our API, or any forum, chat facility or message centre that we provide:</span>
</p>
<p class="sub-list">
<span class="number">13.6.1</span>
<span class="text">to 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);</span>
</p>
<p class="sub-list">
<span class="number">13.6.2</span>
<span class="text">to send unwelcome communications of any kind (including but not limited to unlawful unsolicited commercial communications) to anyone (e.g. spam or chain letters);</span>
</p>
<p class="sub-list">
<span class="number">13.6.3</span>
<span class="text">to abuse, defame, threaten, stalk or harass anyone, or to harm them as defined in the Harmful Digital Communications Act 2015 (NZ) or any similar law in any jurisdiction;</span>
</p>
<p class="sub-list">
<span class="number">13.6.4</span>
<span class="text">to store, use, download, upload, share, access, transmit, or otherwise make available, unsuitable, offensive, obscene or discriminatory information of any kind;</span>
</p>
<p class="sub-list">
<span class="number">13.6.5</span>
<span class="text">to run any network scanning software, spiders, spyware, robots, open relay software or similar software;</span>
</p>
<p class="sub-list">
<span class="number">13.6.6</span>
<span class="text">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, device or computer system;</span>
</p>
<p class="sub-list">
<span class="number">13.6.7</span>
<span class="text">to use any software or device which may hinder the services (like mail bombs, war dialing, automated multiple pinging etc.);</span>
</p>
<p class="sub-list">
<span class="number">13.6.8</span>
<span class="text">to attempt to gain unauthorised access to any services other than those to which you have been given express permission to access; or</span>
</p>
<p class="sub-list">
<span class="number">13.6.9</span>
<span class="text">to impersonate anyone or to try to trick or defraud anyone for any reason (e.g. by claiming to be someone you are not).</span>
</p>
<p>
<span class="number">14</span>
<span class="text">If 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.</span>
</p>
<h2>Intellectual Property</h2>
<h3 id="our_ip">Our IP</h3>
<p>
<span class="number">15</span>
<span class="text">You 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 website and via our mobile apps.</span>
</p>
<p>
<span class="number">16</span>
<span class="text">Without 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 <a href="mailto:[email protected]">[email protected]</a></span>
</p>
<h3 id="your_ip">Your IP</h3>
<p>
<span class="number">17</span>
<span class="text">You 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.</span>
</p>
<h2 id="copyright_infringement_notices">Copyright Infringement Notices</h2>
<p>
<span class="number">18</span>
<span class="text">We 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.</span>
</p>
<p>
<span class="number">19</span>
<span class="text">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:</span>
</p>
<p class="list">
<span class="number">19.i</span>
<span class="text">a physical or electronic signature of the copyright owner or a person authorised to act on their behalf;</span>
</p>
<p class="list">
<span class="number">19.ii</span>
<span class="text">identification of the copyrighted work claimed to have been infringed;</span>
</p>
<p class="list">
<span class="number">19.iii</span>
<span class="text">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 the exact URL link (with decryption key) to that material on Mega;</span>
</p>
<p class="list">
<span class="number">19.iv</span>
<span class="text">your 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</span>
</p>
<p class="list">
<span class="number">19.v</span>
<span class="text">a 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.</span>
</p>
<p>
<span class="number">20</span>
<span class="text">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 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 <a class="clickurl" href="/contact">contacts page</a>.</span>
</p>
<h2 id="copyright_counter_notices">Copyright Counter-Notices</h2>
<p>
<span class="number">21</span>
<span class="text">We 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.</span>
</p>
<p>
<span class="number">22</span>
<span class="text">You 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.</span>
</p>
<p>
<span class="number">23</span>
<span class="text">Please understand that:</span>
</p>
<p class="list">
<span class="number">23.1</span>
<span class="text">When 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.</span>
</p>
<p class="list">
<span class="number">23.2</span>
<span class="text">Filing a counter-notification may lead to legal proceedings between you and the complaining party.</span>
</p>
<p class="list">
<span class="number">23.3</span>
<span class="text">There 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.</span>
</p>
<p class="list">
<span class="number">23.4</span>
<span class="text">If, 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 our account and/or by proceedings in New Zealand and/or the jurisdiction of the address in your counter-notice.</span>
</p>
<p class="list">
<span class="number">23.5</span>
<span class="text">We 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.</span>
</p>
<p>
<span class="number">24</span>
<span class="text">By 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.</span>
</p>
<p>
<span class="number">25</span>
<span class="text">To file a counter-notice with us, you must provide a written communication at <a href="https://mega.io/copyright">https://mega.io/copyright</a> or by email to <a href="mailto:[email protected]">[email protected]</a> that includes substantially the following:</span>
</p>
<p class="list">
<span class="number">25.1</span>
<span class="text">Identification of the specific URL(s) of material that has been removed or to which access has been disabled.</span>
</p>
<p class="list">
<span class="number">25.2</span>
<span class="text">Your full name, address, telephone number, email address and the username of your Mega account.</span>
</p>
<p class="list">
<span class="number">25.3</span>
<span class="text">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."</span>
</p>
<p class="list">
<span class="number">25.4</span>
<span class="text">The reasons for that good faith belief, sufficient to explain the mistake or misidentification to the person who filed the original takedown notice.</span>
</p>
<p class="list">
<span class="number">25.5</span>
<span class="text">The 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."</span>
</p>
<p class="list">
<span class="number">25.6</span>
<span class="text">Signature. A scanned physical signature or usual signoff in an email or using our webform will be accepted.</span>
</p>
<p class="list">
<span class="number">25.7</span>
<span class="text">You may also provide comments.</span>
</p>
<p>
<span class="number">26</span>
<span class="text">We 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 the Mega account.</span>
</p>
<p>
<span class="number">27</span>
<span class="text">If 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.</span>
</p>
<p>
<span class="number">28</span>
<span class="text">Nothing 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.</span>
</p>
<h2 id="other_infringement_notices">Other Infringement Notices</h2>
<p>
<span class="number">29</span>
<span class="text">If 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 <a class="clickurl" href="/contact">contacts</a> page. We will generally require the same amount of detail as set out above for copyright infringement notices. See also our <a class="clickurl" href="/takedown">Takedown Guidance Policy</a>.</span>
</p>
<h2 id="suspension_and_termination">Suspension and Termination</h2>
<p>
<span class="number">30</span>
<span class="text">You can terminate your access to our services at any time by following the 'Cancel your account' link in the Account section of the website 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 clause 3 above. If you are a business account administrator you may also terminate access to any user within the business account.</span>
</p>
<p>
<span class="number">31</span>
<span class="text">We can immediately suspend or terminate your, and that of other users within a business account, access to the website and our services without notice to you:</span>
</p>
<p class="list">
<span class="number">31.1</span>
<span class="text">if you or they breach any of these terms or any other agreement you or they have with us;</span>
</p>
<p class="list">
<span class="number">31.2</span>
<span class="text">at any time if you are not a registered user;</span>
</p>
<p class="list">
<span class="number">31.3</span>
<span class="text">if you are using a free account and that account has been inactive for over 3 months or we have been unable to contact you using the email address in your account details.</span>
</p>
<p>
<span class="number">32</span>
<span class="text">We may also terminate or suspend our services or any part of our services, for all users or for groups of users, without notice, at any time, for any reason or no reason.</span>
</p>
<p>
<span class="number">33</span>
<span class="text">All charges outstanding on your account must be paid at termination.</span>
</p>
<h2 id="export_control">Export Control</h2>
<p>
<span class="number">34</span>
<span class="text">You 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 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.</span>
</p>
<h2 id="severability_and_waiver">Severability and Waiver</h2>
<p>
<span class="number">35</span>
<span class="text">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.</span>
</p>
<h2 id="force_majeure">Force Majeure</h2>
<p>
<span class="number">36</span>
<span class="text">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.</span>
</p>
<h2 id="disclaimers">DISCLAIMERS</h2>
<p>
<span class="number">37</span>
<span class="text">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.</span>
</p>
<p>
<span class="number">38</span>
<span class="text">We will try to give you access to our website and our mobile apps 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.</span>
</p>
<p>
<span class="number">39</span>
<span class="text">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.</span>
</p>
<p>
<span class="number">40</span>
<span class="text">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.</span>
</p>
<p>
<span class="number">41</span>
<span class="text">We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose. </span>
</p>
<p>
<span class="number">42</span>
<span class="text">You are the controller in respect of some data Mega holds about you and Mega is the processor, for General Data Protection Regulation (“GDPR”) purposes. Mega is the controller in respect of some other data. See our <a class="clickurl" href="/privacy">Privacy & Data Policy</a> for more details. These terms, our <a class="clickurl" href="/privacy">Privacy & Data Policy</a> and our <a class="clickurl" href="/takedown">Takedown Guidance Policy</a> 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.</span>
</p>
<p>
<span class="number">43</span>
<span class="text">We also aren't legally responsible for:</span>
</p>
<p class="list">
<span class="number">43.1</span>
<span class="text">any corruption or loss of data or other content which you or anyone else may experience after using our website or our mobile apps, or any problems you may have when you view or navigate our website or use any of our mobile apps;</span>
</p>
<p class="list">
<span class="number">43.2</span>
<span class="text">devices or equipment that we do not own or have not given you;</span>
</p>
<p class="list">
<span class="number">43.3</span>
<span class="text">any loss or damage if you do not follow our reasonable instructions, these terms, our Privacy & Data Policy and our Takedown Guidance Policy;</span>
</p>
<p class="list">
<span class="number">43.4</span>
<span class="text">any actions or non-actions of other people which disrupt access to our website, our mobile apps, or our API, including the</span>
</p>
<p class="sub-list">
<span class="number">43.4.1</span>
<span class="text">content and nature of any data that you upload, access or share;</span>
</p>
<p class="sub-list">
<span class="number">43.4.2</span>
<span class="text">content of ads appearing on our website or our mobile apps (including links to advertisers' own websites) as the advertisers are responsible for the ads and we don't endorse the advertisers' products;</span>
</p>
<p class="sub-list">
<span class="number">43.4.3</span>
<span class="text">content of other people's websites even if a link to their website is included on our website or our mobile apps.</span>
</p>
<p>
<span class="number">44</span>
<span class="text">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, our mobile apps or these terms.</span>
</p>
<h2 id="limitation_of_liability_and_indemnity_by_you">LIMITATION OF LIABILITY AND INDEMNITY BY YOU</h2>
<p>
<span class="number">45</span>
<span class="text">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, OUR MOBILE APPS OR OUR API, OCCURRING DIRECTLY OR INDIRECTLY FROM THE USE OR ABILITY OR INABILITY TO USE, OR RELIANCE ON, OUR WEBSITE, OUR MOBILE APPS OR OUR API, OR THE SERVICES, AND BASED ON ANY TYPE OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTORY OR PRODUCT LIABILITY, OR OTHERWISE.</span>
</p>
<p>
<span class="number">46</span>
<span class="text">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 OR ANY POLICY REFERENCED IN THESE TERMS.</span>
</p>
<p>
<span class="number">47</span>
<span class="text">IF 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.</span>
</p>
<p>
<span class="number">48</span>
<span class="text">DESPITE 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.</span>
</p>
<h2 id="disputes_and_choice_of_law">Disputes and Choice of Law</h2>
<p>
<span class="number">49</span>
<span class="text">Any 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:</span>
</p>
<p class="list">
<span class="number">49.1</span>
<span class="text">Notice must be given to apply for any interim measure in the arbitration proceeding;</span>
</p>
<p class="list">
<span class="number">49.2</span>
<span class="text">The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator;</span>
</p>
<p class="list">
<span class="number">49.3</span>
<span class="text">The arbitration shall be in English. The Arbitrator shall permit the parties and witnesses to appear by videoconference that we will organise and pay for;</span>
</p>
<p class="list">
<span class="number">49.4</span>
<span class="text">We 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.</span>
</p>
<p>
<span class="number">50</span>
<span class="text">The 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.</span>
</p>
<h2 id="business_accounts">Business Accounts</h2>
<p>
<span class="number">51</span>
<span class="text">For 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:</span>
</p>
<p class="list">
<span class="number">51.1</span>
<span class="text">if the business account is suspended or terminated, the action will affect the data and personal information of every user within that account;</span>
</p>
<p class="list">
<span class="number">51.2</span>
<span class="text">the 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);</span>
</p>
<p class="list">
<span class="number">51.3</span>
<span class="text">the 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 their account.</span>
</p>
<p>
<span class="number">52</span>
<span class="text">We will charge the credit card associated with the business account with the applicable fees per user (for a minimum of three users) at the monthly billing date, on a recurring basis.</span>
</p>
<p>
<span class="number">53</span>
<span class="text">Where a business account recurring payment fails for any reason, after 30 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.</span>
</p>
<p>
<span class="number">54</span>
<span class="text">Since business accounts and the users within them are entitled to unlimited storage, they are subject to a fair use policy as follows:</span>
</p>
<p class="list">
<span class="number">54.1</span>
<span class="text">Business accounts are only to be used for business purposes;</span>
</p>
<p class="list">
<span class="number">54.2</span>
<span class="text">Business accounts are intended for multiple users and are not to be held or used by one person;</span>
</p>
<p class="list">
<span class="number">54.3</span>
<span class="text">Each 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;</span>
</p>
<p class="list">
<span class="number">54.4</span>
<span class="text">Mega 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);</span>
</p>
<p class="list">
<span class="number">54.5</span>
<span class="text">Each 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.</span>
</p>
<h2 id="refunds">Refunds</h2>
<p>
<span class="number">55</span>
<span class="text">Unless 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 <a href="mailto:[email protected]">[email protected]</a> within 24 hours. This will be acknowledged promptly and answered within 7 days.</span>
</p>
<h2 id="recurring_paid_subscriptions">Recurring Paid Subscriptions</h2>
<p>
<span class="number">56</span>
<span class="text">Recurring 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.</span>
</p>
<h2 id="cancellation_of_recurring_paid_subscriptions">Cancellation of Recurring Paid Subscriptions</h2>
<p>
<span class="number">57</span>
<span class="text">Recurring 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 https://mega.nz/account in your browser 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.</span>
</p>
<h2 id="information_and_privacy">Information and Privacy</h2>
<p>
<span class="number">58</span>
<span class="text">We reserve the right to disclose data and other information as required by law or any competent authority. Our approach is referenced in our <a class="clickurl" href="/privacy">Privacy & Data Policy</a> and <a class="clickurl" href="/takedown">Takedown Guidance Policy</a>, both of which are subject to these terms.</span>
</p>
<p>
<span class="number">59</span>
<span class="text">You and anyone else you give access to are also bound by our <a class="clickurl" href="/privacy">Privacy & Data Policy</a> and <a class="clickurl" href="/takedown">Takedown Guidance Policy</a>. By accepting these terms, you also accept our <a class="clickurl" href="/privacy">Privacy & Data Policy</a> and <a class="clickurl" href="/takedown">Takedown Guidance Policy</a>.</span>
</p>
<h2 id="notices">Notices</h2>
<p>
<span class="number">60</span>
<span class="text">You can contact us by sending an email to <a href="mailto:[email protected]">[email protected]</a>. 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.</span>
</p>
<h2 id="rights_to_third_parties">Rights to Third Parties</h2>
<p>
<span class="number">61</span>
<span class="text">Mega 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.</span>
</p>
<h2 id="entire_agreement">Entire Agreement</h2>
<p>
<span class="number">62</span>
<span class="text">These terms, our <a class="clickurl" href="/privacy">Privacy & Data Policy</a>, and <a class="clickurl" href="/takedown">Takedown Guidance Policy</a>, 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 the website, our mobile apps, our API and 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.</span>
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<p>Last updated 15 November 2018, effective 17 December 2018. </p>
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