Mega Limited Terms of Service ("Terms")

Scope of these Terms

1. Welcome to Mega Limited (New Zealand company number 7970438) („MEGA„, „we„, „us„). We provide cloud storage and communication services with user-controlled encryption (“UCE”). With MEGA, you can use UCE to encrypt files (text, photos, videos, etc.) and communicate with others via encrypted chats, voice and video calls. You can upload your encrypted files to the cloud, manage, access, share, download and decrypt them. Together with other services which MEGA may provide from time to time, all of the above are the „services“ and each, is a „service„. All encrypted files and communication data, and all other data you share with MEGA is called „Data“ in these Terms. Data is categorised as ‘Your Files’, ‘Your Chats’, ‘Account Data’ and ‘Usage Data’ in our Privacy and Data Policy.
   
   We provide our services ourselves and via our related and affiliated entities at our websites at https://mega.nz and https://mega.io and related sites („websites„), using our mobile apps („mobile apps„), desktop apps (“desktop apps”), command line tools (“cmd tools”), browser extensions (“browser extensions”) and application programming interface (“API”). We also use payment processors and resellers who act on our behalf in relation to our services. If you have questions about how to use our services or the great things you can do with MEGA, check our Help Centre or, if you can’t find the answer there, check our contacts page for details of who to contact.
   
   YOU, AND ANY USERS OF A MEGA BUSINESS ACCOUNT OF WHICH YOU ARE THE ADMINISTRATOR, MUST BE AT LEAST 18 YEARS OF AGE, OR THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU OR THEY RESIDE, TO USE OUR SERVICES.
   
   Additional terms which supplement or may supersede certain parts of these Terms of Service and of our Privacy and Data Policy apply to MEGA VPN and MEGA S4.

2. Important: We store Data in our primary data centres in New Zealand, Japan, Canada and/or the European Union. In order to provide our services, Data may transit or be temporarily stored on servers in other countries, the full details of which can be found on our website. If you access your Data or give someone access to your Data using our services and you or they are not in New Zealand, Canada, Japan or the European Union, 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, the Japanese Act on the Protection of Personal Information 2003 or the European Union’s General Data Protection Regulation (EU) 2016/679 (“GDPR”). By agreeing to these Terms, you authorise us to grant that access.

3. These Terms are binding and apply to any use of the services by you and anyone 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 must not 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 42-53. NEW ZEALAND LAW AND ARBITRATION OF ANY DISPUTES APPLY EXCLUSIVELY – see clauses 54 and 55.

4. We may make material changes to these Terms at any time by giving you at least 30 days‘ notice, via email, SMS, pop-up or other prominent notice on our websites, or via a message in any service we provide. However, if we only make minor changes to these Terms or minor changes to our plans, these will become effective when notified. Your continued use after any notice of a minor change or after a material change comes into effect means that you agree to the changed Terms. If you have paid for a subscription that is due to expire during the 30-day notice period of a material change and you do not wish to continue to use our services under the new Terms, you must cancel your subscription before the new Terms come into force. We will refund any unused 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 61-63.

5. If 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 to.

Your Data

6. 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, including where you are the administrator of a business account or multi-user account (together “Business Account”) (see clauses 35-37, 56 and 59 below).

7. 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 and should not release encryption keys to anyone unless you want them to have access to your Data. If you forget your password you will lose access to all your Data, unless you have exported and retained your recovery key. Encryption won’t help if someone has full access to your password 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. Any such email will not be from us.

8. 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. You should download all Data prior to termination of services.

9. When you upload, store, access or share a file that is an exact duplicate of a file already on our service, our service may automatically (without viewing the file) delete it and give you access to the existing file already on our service (a process usually referred to as deduplication). In that case, you and any other user with the right to access that file will have access to the original file which will be retained as long as any user has a right to access it under these Terms. If you delete a deduplicated file from your account, that will not affect other users with the right to access that file.

10. We will store your Data subject to these Terms, our Privacy and Data Policy, our Takedown Guidance Policy, our Cookie Policy, any additional terms applying to specific services and the terms of 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 delete all your Data.

11. 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 delete your Data immediately or deny you access to your Data but keep it for evidential purposes. See also clauses 35-37, 56 and 59 below which set out details of what happens to users within a Business Account when the Business Account is suspended or terminated.

12. 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

13. Once you have subscribed to a plan for our services (with payment having been made via one of our websites, mobile apps or one of our related and affiliated entities, payment processors or resellers), you must 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 and is governed exclusively by these Terms and our policies referenced in these Terms.

14. We may at any time change the fees for our services (other than those you have already paid) and/or any additional terms of any services we provide to you (including the terms of any ‘achievements’, ‘referral’ or similar programs we may offer), as long as we give you notice (via email, SMS, pop-up or other prominent notice on our websites, or via a message in the relevant service). If we only make minor changes or if we only change our fees, these will become effective when notified. If we make material changes, these will become effective after 30 days‘ notice (subject at all times to clause 37). Where we change the fees for our services, in the absence of manifest error or other lawful excuse, you may not withhold payment or claim any set-off without getting our written agreement.

15. If at any time you do not make a payment to us when it is due (including on termination), we may (and this doesn’t affect any other rights we may have against you):
    1. suspend or terminate your use of the service and/or;
    2. require 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 have to pay all expenses and costs (including our full legal costs) in connection with us trying to recover any unpaid amount from you.

16. You must:
    1. where you have subscribed for a service, give us and keep up to date, your correct contact and any billing details and those of any users within a Business Account;
    2. comply fully with any account verification protocols we require you to follow, including account verification via SMS;
    3. comply with these Terms, all other applicable terms and policies and any other agreements you have with us and ensure that users within a Business Account, of which you are the administrator, also comply; and
    4. comply 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 the administrator, also comply.

What you must not do

17. You must not, and will ensure that no users within a Business Account of which you are the administrator:
    1. assign or transfer any rights you have under these Terms to any other person (including by sharing your password with anyone) without our prior written consent;
    2. do anything that would damage, disrupt or place an unreasonable burden on our service or anyone else’s use of our service, including denial of service attacks or similar;
    3. infringe anyone’s intellectual property (including copyright) or other rights in any data;
    4. resell or otherwise supply our services to anyone without our prior written consent;
    5. open multiple free accounts;
    6. open a new account after a previous account has been suspended or terminated for breach of these Terms;
    7. make use of any additional services which are not meant to be available to you on the plan you have subscribed for (including additional storage or additional functionality). For the avoidance of doubt, this includes where, for whatever reason, we may have provided you access to such additional services;
    8. use our service to:
       1. store, use, download, upload, share, access, transmit, or otherwise make available, Data in violation of any applicable law in any country (including to breach copyright or other intellectual property rights held by us or anyone else);
       2. send unwelcome communications of any kind (including unlawful unsolicited commercial communications) to anyone (e.g. spam or chain letters);
       3. 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 the relevant jurisdiction;
       4. store, use, download, upload, share, access, transmit, or otherwise make available, unsuitable, offensive, obscene or discriminatory information of any kind;
       5. run any network scanning software, spiders, spyware, robots, open relay software or similar software;
       6. 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;
       7. use any software or device which may hinder the services (like mail bombs, war dialling, automated multiple pinging etc.);
       8. attempt to gain unauthorised access to any services which you have not been given express permission to access; or
       9. impersonate anyone or try to deceive or defraud anyone for any reason (e.g. by claiming to be someone you are not).

18. To register with us, you must use a password in conjunction with your specific account email address. You must not use an email address that is offensive, obscene, discriminatory or is otherwise suggestive of illegal activity. You must make sure your password is secure, confidential and not used by you on other sites. If you think or know someone has used your password or there has been any other security breach, you must tell us immediately. We will hold you responsible for anything done on our services 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

19. You must not, and you must not let anyone (including any user within a Business Account of which you are the 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 detailed on the Github pages referenced on our website and via our mobile apps.

20. Without limiting any other provision of these Terms, you may only directly and specifically use the API if you register at the developer registration page and agree that you will 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. Unless we have expressly agreed otherwise with you, we are entitled to revoke access to, or change, our API at any time without notice where we consider it necessary for our business purposes. We will not be responsible or liable if this causes your application to malfunction or be unusable.

Your IP

21. You warrant that you own, or are authorised to use, the intellectual property in any Data you store on, use, download, upload, share, access, transmit or otherwise make available to or from, our systems or when 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 Takedown Notices

22. 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.

23. 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 see our Copyright Policy where you’ll find details of the process for lodging a copyright takedown notice.

24. We reserve the right to remove Data alleged to be infringing without prior notice, at our sole discretion, and without liability to you. We will suspend your account if we receive repeated copyright takedown notices. In appropriate circumstances, we may also terminate your account, including if we consider you to be a repeat infringer.

Copyright Counter-Notices

25. We process all takedown notices based on good faith acceptance of the representations from the party submitting the notice. We do not review the material before processing the notice.

26. 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.

27. Please understand that:
    1. 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. We may also disclose it to a public archive which is used for non-profit, research purposes. By submitting your counter-notice you authorise us to do so;
    2. filing a counter-notice may lead to legal proceedings between you and the complaining party;
    3. there may be adverse legal consequences in New Zealand and/or your jurisdiction if you make a false or bad faith allegation using this process;
    4. if 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 full legal costs on a solicitor/client basis), damages or other liability, we reserve the right to claim for and recover from you that loss, those costs (including full legal costs), damages and other liability, by deduction from any balance in your account and/or by issuing arbitration proceedings as set out at clause 54.
    5. 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 as set out at clause 54. We may amend, suspend or withdraw this counter-notice process at any time, provided that any counter-notices in train at that time will continue to be processed.

28. By filing a counter-notice, you accept the above terms. If you do not accept the above terms, do not file a counter-notice.

29. To file a counter-notice with us, you must complete, sign and submit the form at https://mega.io/dispute with substantially the following information:
    1. Identification of the specific URL(s) of material that has been removed or to which access has been disabled;
    2. Description of the content;
    3. Your full name, address, telephone number, email address and the username of your MEGA account;
    4. 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.“;
    5. The reasons for that good faith belief, sufficient to explain the mistake or misidentification to the person who filed the original takedown notice;
    6. 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.“;
    7. A signature; and
    8. Any other comments you wish to provide.

30. We will only accept a counter-notice directly from the user from whose account a folder or file has been disabled. Counter-notices must be submitted using the email address associated with that MEGA account.

31. 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 are not obliged to, reinstate the material in approximately 10 to 14 days provided we have no reason to believe that the material infringes copyright.

32. Nothing in clauses 25 – 31 prejudices our right to remove or disable access to any material at any time, for any reason or no reason.

Other Infringement Notices

33. 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 contacts page. We will generally require the same level of detail as set out in our Copyright Policy. See also our Takedown Guidance Policy.

Suspension and Termination

By you

34. You may terminate your access to our services at any time by following the ‚Delete 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, 37, 61 and 63. If you are a Business Account administrator you may also terminate access to any user within the Business Account. Refer to clause 63 for cancellation of recurring subscriptions established through mobile apps using in-app-purchase platforms.

By us

35. We may immediately suspend or terminate your access to our services, and (as may be applicable) that of other users within a Business Account, and/or remove any of your Data, with or without notice to you if:
    1. you or they breach any of these Terms or any other agreement you or they have with us;
    2. you are not a registered user after you have been given notice that you must register;
    3. you or they materially exceed any applicable plan data limits after having been given notice to reduce usage;
    4. you are using a free account and that account has been inactive for over 3 months and you have been given notice to take action;
    5. we have been unable to contact you using the email address in your account details;
    6. any information you provide to us indicates that you may have breached or may intend to breach these Terms, including an email address that is offensive, obscene, discriminatory or is otherwise suggestive of an illegal activity or a breach of these Terms; or
    7. we receive a credible report that you or any other user within a Business Account have used another online service provider in breach of any applicable law, or to do any of the things prohibited by clause 17.8 of these Terms.

36. Without 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 by you allowing your credentials to be exposed or ascertained by a third party. 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.

37. We may also at any time terminate, suspend or limit our services or any part of our services, for all users or for groups of users, by giving 30 days’ notice and as applicable for any duration of time(s) that we specify where we consider it necessary for our business purposes. We will pay any refund you are entitled to under these Terms.

38. All charges outstanding on your account as at termination for any reason must be paid.

Export Control

39. 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 or by 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 the United States, New Zealand or any other law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Severability and Waiver

40. 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 further concession or indulgence to you or anyone.

Force Majeure

41. 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 denial-of-service attacks, strikes, shortages, riots, insurrection, epidemics, pandemics, fires, floods, storms, 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 supplier, (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

42. WE DON’T MAKE 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 WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, SAFETY, RELIABILITY, DURABILITY, TITLE AND NON-INFRINGEMENT.

43. We 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.

44. Whilst 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.

45. Information 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.

46. We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose.

47. You are the controller in respect of some personal information MEGA holds about you and MEGA is the processor, for GDPR purposes. MEGA is the controller in respect of some other personal information. See our Privacy and Data Policy for more details. These Terms, our Privacy and Data Policy, our Cookie Policy and our Takedown Guidance Policy are the contract between us that governs our processing of that personal information. It is your sole responsibility to determine that the services meet your needs, or those of your business or otherwise and are suitable for the purposes for which they are used.

48. We also aren’t liable for:
    1. any 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;
    2. any loss or damage if you do not follow our reasonable instructions, these Terms, our Privacy and Data Policy, our Cookie Policy and our Takedown Guidance Policy; and
    3. any actions or non-actions of other people which disrupt access to our services, including the content and nature of any data that you upload, access or share;
    4. content 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
    5. content of other people’s websites even if a link to their websites is included on our websites or our mobile apps.

49. You acknowledge 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 and the Fair Trading Act 1986, as provided in section 5D of that Act, in New Zealand) do not apply to the supply of the services or these Terms.

LIMITATION OF LIABILITY AND INDEMNITY BY YOU

50. 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 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.

51. YOU 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.

52. 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.

53. 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.

Disputes and Choice of Law

54. Any and all disputes arising out of this agreement, its termination, or our relationship with you will be determined by binding arbitration under the Arbitration Act 1996 in Auckland, New Zealand, by one arbitrator who will be a lawyer knowledgeable in relevant technology matters appointed pursuant to the Appointments Policy 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:
    1. Notice must be given to apply for any interim measure in the arbitration proceeding;
    2. The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator;
    3. The arbitration will be in English. The Arbitrator will permit the parties and witnesses to appear by videoconference that we will organise and pay for; and
    4. 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.

55. 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.

Business Accounts

56. The administrator of a Business 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:
    1. If the Business Account is suspended or terminated, that will affect the Data and personal information of every user within that account;
    2. 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 Data and personal information); and
    3. 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 with their account.

57. In respect of payment for Business Accounts:
    1. We 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;
    2. Notwithstanding clause 57.1, 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
    3. In 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 will be final and binding, and in the absence of manifest error or other lawful excuse, you may not withhold payment or claim any set-off without our written agreement.

58. 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.

59. Business Accounts are also subject to the following conditions:
    1. 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; and
    2. 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).

Reasonable Use Policy

60. If you are on any plan that does not include a limit as to data storage or transmission, your use of our services must be fair, reasonable and not excessive, as reasonably determined by us by reference to average and/or estimated typical per user usage of the 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 or unreasonable usage, we may suspend, and after 30 days’ notice, terminate your account, or in the case of a Business Account, any or all of the users or the whole Business Account, in which case Data and personal information associated with the user(s) and the account will be subject to deletion in accordance with these Terms. An example of such unreasonable usage pattern on a Business Account includes adding users who do not appear to MEGA to be associated with the administrator’s family or business.

Refunds

61. 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 support@mega.nz within 24 hours. This will be acknowledged promptly and answered within 7 days.

Recurring Paid Subscriptions

62. 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 the 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

63. Recurring subscriptions established through mobile apps 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 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

64. We reserve the right to disclose Data and other information, including personal information, as required by law or any competent authority. Our approach is referenced in our Privacy and Data Policy and Takedown Guidance Policy, both of which are subject to these Terms.

65. You and anyone you give access to are also bound by our Privacy and Data Policy, our Cookie Policy and Takedown Guidance Policy. By accepting these Terms, you also accept those Policies.

Notices

66. You can contact us by sending an email to support@mega.nz. If we need to contact you or provide you with notice, we will contact you via email or SMS using the details you have recorded in your account details or via popups or other prominent notice on our website or via any chat facility or internal messaging system we may provide and such notices will be valid and deemed to be received by you in accordance with the electronic communication provisions of the New Zealand Contract and Commercial Law Act 2017, no matter whether you are actively monitoring the account or its email address or not.

Rights to Third Parties

67. MEGA’s 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

68. These Terms, our Privacy and Data Policy, our Cookie Policy and Takedown Guidance Policy, 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. This is not intended to displace terms that are required by law to be implied and which have not been validly excluded in these Terms. From the date they come into force, in respect of any use of any of our services after that, these Terms 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, will be valid unless agreed to in writing by an executive officer of MEGA.