THE MEGA AGENCY
You must be at least 18 years old to use the Site or the Service.
- Additional Terms
Some of our Services have additional terms and conditions ("Additional Terms"). Additional Terms will apply to you if you are Contributor or a Licensee. Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using the Services, you agree to the Additional Terms.
- Use of the Site and Services
You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. We prohibit certain kinds of conduct that may be harmful to other Users, Contributors, Licensees or to Mega. When you use the Site or Services, you may not:
- violate any law or regulation;
- violate or infringe other people's intellectual property, privacy, publicity, or other legal rights;
- transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- send unsolicited or unauthorized advertising or commercial communications, such as spam;
- transmit any malicious or unsolicited software;
- stalk, harass, or harm another individual;
- impersonate or misrepresent your affiliation with someone else;
- use any means to "scrape," "crawl," or "spider" any Web pages contained in the Site (although Mega may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Mega reserves the right to revoke these exceptions either generally or in specific cases);
- use automated methods to use the Site or Services in a manner that sends more requests to the Mega servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser; or
- interfere with or disrupt the Site or Services.
- User Content
If you are a Contributor, the Additional Terms that apply to Contributors will apply to the photos or other editorial content that you make available for license via the Services (“Contributor Content”). The remainder of this Section 4 does not apply to Contributor Content.
For any content and information other than Contributor Content that any User, Contributor or Licensee posts or shares using the Site or Services (referred to as "User Content"), you give Mega permission to use your User Content as follows: you grant to Mega and its affiliates a license to use, copy, display and perform your User Content in connection with the Site or Services. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others and we may use your User Content to advertise and promote Mega, the Site, or the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to your User Content is fully-paid and royalty free, meaning we do not owe you anything in connection with our use of your User Content. We may exercise our rights anywhere in the world. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time.
You promise that:
- you own all rights to your User Content or, alternatively, that you have the right to give Mega the rights described above;
- you have paid and will pay in full any fees or other payments that may be related to the use of your User Content; and
- your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
We may refuse to accept or transmit User Content. We may remove User Content from the Site or Services for any reason.
Other than User Content, we own or license the content on the Site and Services, including software, text, visual and audio content (referred to together as "Mega Materials") and Mega's trademarks, logos, and brand elements (referred to as "Marks"). The Mega Materials and Marks are protected under U.S. and international laws.
We always welcome and appreciate your feedback and suggestions about Mega. You understand that we cannot necessarily respond to or implement feedback or suggestions, but if we do, you understand and agree that we may use them without compensation to you.
- Copyright and Intellectual Property Policy
We respect the intellectual property rights of others and expect you to do the same. Please read our Copyright and Intellectual Property Policy to learn how to report copyright and other intellectual property infringement on the Mega Site or Services.
- Changes to the Site or Services
Mega enhances and updates its Site and Services often. We may change or discontinue the Site or any Services, with or without notice to you.
We reserve the right not to provide the Site or Services to anyone. We also reserve the right to terminate any user's right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.
- Disclaimer and Limitations on Our Liability
YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEGA AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSEES (REFERRED TO COLLECTIVELY AS "AFFILIATES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
IN PARTICULAR, MEGA AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF MEGA MATERIALS AVAILABLE ON OR THROUGH THE SITE OR SERVICES. MEGA AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF MEGA MATERIALS; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MEGA MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MEGA NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Mega may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Mega's liability will be the minimum permitted under such law.
You agree to indemnify, defend, and hold harmless Mega and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and legal costs), arising from or relating to: (a) any information (including your Contributor Content, User Content, feedback, or any other content) that you or anyone using your account submit, post, or transmit through the Site or Services; (b) the use of the Site or Services by you or anyone using your account; (c) the violation of these Terms by you or anyone using your account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. Mega reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with Mega in such defense.
- Resolution of Disputes; Arbitration
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Site or Services, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles.
Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements between us, including any applicable Additional Terms, and may be enforced in any court of competent jurisdiction. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
- Other Provisions
Under no circumstances will Mega be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.
If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.
The failure of Mega to enforce any right or provision of these Terms will not prevent Mega from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law.
- Changes to these Terms
From time to time, we may change these Terms. If we change these Terms, we will inform you by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Site or Services, you agree to the revised Terms.
Effective: October 10, 2016