MEGA.AI Inc. Terms of Service

MEGA.AI Inc. Terms of Service

About these Terms of Service

• Who we are.
• We are MEGA. Under these Terms, “MEGA”, “we”, “us” and “our” refers to MEGA.AI Inc., including our affiliates.

• About you and us.
• Under these Terms, “you” and “your” means you as the User of our Services. Together, you and we will be the “parties”.

• About MEGA.
• We have created a platform (“MEGA”) on a website which we own and operate, to allow users to operate a MEGA bot (a “Virtual Agent”) solely for the purposes of calling specific individuals (the “Agreed Use”). The facilitation of MEGA for the Agreed Use will be referred to as our “Services” under these Terms.

• How these Terms work.
• These terms of service set out the terms on which you can use our Services (the “Terms”). You will become legally bound by these Terms when you begin using the Services and become a “User”. If you disagree with any part of the Terms, then you do not have permission to access the Services. If you are accessing or using the Services on behalf of another entity, then that entity is legally and financially responsible for your access to and use of the Services, as well as for the use of your account by others affiliated with or associated with that entity.

• Changes to these Terms.
• We may update these Terms at any time and for any reason. We will aim to inform you of any significant changes in advance, however by continuing to use the Services, you agree to any updated Terms. If you do not agree to the updated Terms, you should stop using the Services immediately.

Account Access

• Your obligations.
• We may provide you with a User account and related login details, or we may request that you create an account to access and use the Services. In both cases, you warrant that you:
• are authorized to create an account and use the Services if you are acting on behalf of another entity;
• are over 18 years old;
• will keep your login details secure and prevent them from being misused by any other person;
• will use best efforts to prevent unauthorized access to your account;
• will notify us immediately if you believe there has been any unauthorized access of your account; and
• will promptly update information you provide us to make sure it is accurate, up-to-date and complete.

• Our rights.
• To ensure the security and integrity of MEGA, we may, in our sole discretion, terminate or suspend your User account at any time and for any reason (such as for a breach of these Terms or providing untrue, inaccurate or incomplete information as part of your Agreed Use of MEGA and/or User account registration, confirmation or verification). We may also confirm the accuracy of any information you provide through reasonable searches and enquiries, although we are not required to do so.

Using the Services

• Subscription Fees and Payment.
• The fees for using the MEGA Services are detailed in the MEGA Order Form executed between you and MEGA. You agree to pay the Subscription Fees according to the payment schedule and terms outlined in the MEGA Order Form.
• Invoices for the Subscription Fees will be issued by MEGA.AI Inc. according to the schedule specified in the MEGA Order Form. Payment is due within ten (10) days from the invoice date. Late payments may be subject to interest charges of one percent per month. MEGA.AI Inc. reserves the right to suspend or cancel Services if payments are not received by the due dates.
• The Implementation Fee specified in the MEGA Order Form is due upon execution of the agreement. Monthly Subscription Fees for access to the MEGA platform and products will be invoiced starting from the date of the first invoice following successful implementation and deployment of the MEGA products, as confirmed by both parties.
• Other fees for usage, development of new AI models, customized reports, and support incidents not caused by technical errors will be invoiced as incurred, at the rates specified in the MEGA Order Form.
• You are responsible for providing complete and accurate billing and contact information to MEGA.AI Inc. and notifying us of any changes to such information.
• Requirements and restrictions.
• You agree to use the Services in accordance with these Terms and any applicable laws. When using our Services, you must not:
• interfere with or damage any part of the Services or our equipment, network, software or storage agreements, or introduce malware, viruses, Trojans or other technologically harmful or damaging material;
• directly or indirectly, rent, license or re-sell MEGA and Virtual Agents or any part of them;
• attempt to (or actually) decompile, probe, scan or test the vulnerability of our systems or networks, breach or attempt to circumvent any security or authentication measures protecting MEGA, reverse engineer, disassemble, data scrape, script, automate, copy or adapt, the Services and Virtual Agents or any part of them;
• use the Services for benchmarking purposes or to build a competitive product or service;
• use the Services for any illegal activities or to abuse, harm, harass or exploit other users, attempt to access to another user’s account without permission or collect information about them or distribute spam;
• take, upload, publish or transmit any screenshots, screen captures, reproductions, drawings, photos, videos, downloads or data of any part of the Services unless we have consented to this;
• attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of MEGA and/or the Services except to the extent expressly set out in these Terms;
• attempt to obtain access to MEGA other than as provided under these Terms;
• use MEGA to forward phone calls to overcharged or premium phone numbers which may result in fees or costs to us, or any similar circumstances which may result in the same;
• impersonate or misrepresent yourself or your business; and
• encourage or assist any other user or third party to do any of the above.

We may monitor and investigate your access to or use of the Services, however we are not required to do so.

• Your warranties.
• You represent and warrant that:
• you will use the Services in accordance with all applicable laws, the Agreed Use and other obligations and restrictions set out in these Terms; and
• your use of the Services and creation of Virtual Agents will not infringe the intellectual property rights of any third party.

• Authorized Users.
• You will be responsible and liable for the actions and omissions of anyone who you allow to access and use the Services under your account and must ensure that they comply with these Terms.

• Breaches of your obligations.
• Your breach of any of the terms set out above, or any other actions or omissions we reasonably believe are harmful or abusive, may result in the suspension or revocation of your access to the Services without notice or liability to you.

Our disclaimer

• Disclaimer.
• You agree that MEGA is incomplete in its development and has not been commercially released for sale by us. This means that it may not be fully functional or reliable, and may contain errors, design flaws or other problems, which may adversely impact the operation of your existing products, services, systems and/or equipment and may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you.

• Services are as-is.
• The Services are provided on an “as-is” and “as available” basis, and your use of the Services is at your sole risk. The Services are provided without warranties of any kind, whether express or implied, including (but not limited to) warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, we do not warrant that:
• the Services will function uninterrupted, will be secure or will be available at any particular time or location;
• any errors or defects will be corrected;
• the Services are free of viruses or other harmful components; or
• the results of using the Services will meet your requirements.

• No obligation to release.
• We are not required to release a commercial version of the Services, and we may unilaterally decide at any time to discontinue or change the Services currently provided without any notice, obligation or liability to you.

• Backups and reinstalls.
• You agree that it is your responsibility to create any back-ups prior to using the Services and that you have appropriate resources to reinstall your operating system and restore any lost data, if necessary.

• Third party services.
• The Services may include access to third party software, products, services or websites (“Third Party Services”) and some parts of our Services, may include output from those services (“Third Party Output”), and/or the Virtual Agents may connect to, or be created using Third Party Services or Third-Party Outputs. Third Party Services and Third-Party Output are subject to their own terms, and we are not responsible for them and have no liability to you in respect of them.

Intellectual property

• Our IP.
• We own, and will continue to own, all rights, title and interests to our intellectual property. This includes, but is not limited to:
• MEGA and all related underlying and proprietary technology and any new or amended versions developed from time to time;
• project templates such as intents, tutorials, instructions, descriptions or other documentation we provide you which are related to the Services (“Documentation”);
• Virtual Agents, including the additions, modifications, or other similar actions you take based on our Documentation in order to create a Virtual Agent via MEGA, including any voice(s) you select for your Virtual Agent (the “Voice”). We reserve the right to change or replace the Voice at our discretion at any time. For the avoidance of doubt, you acknowledge and agree, that use of MEGA does not ;
• all anonymized statistics and data on your use of the Services, which we may use to improve our Services;
• any feedback, comments or suggestions you provide us in relation to the Services and Virtual Agents, which we may use and disclose in any manner and for any purpose without further notice or compensation to you; and
• our name, logos, trademarks, website and other intellectual property materials associated with our brand and business.
• Licenses to you.
• Subject to your compliance with these Terms, we grant you:
• a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, limited license to use the Services and Documentation for the sole purpose of creating Virtual Agents; and
• a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, limited license to use the Virtual Agents solely for the Agreed Use.
• These licenses are only valid for as long as these Terms remain in effect.

• Your IP.
• You represent and warrant that you own or have a license to use the information you upload to the Services (“Your Information”), and that you have all necessary rights and consents to use Your Information for the Services. During the Term, you grant us a non-exclusive, transferable, sublicensable, irrevocable, royalty-free, limited license to use Your Information as may be required to provide the Services to you.

Confidentiality

• Definition.
• “Confidential Information” means all sensitive and proprietary information relating to a party in any media or form, that is marked as confidential or would reasonably be considered as confidential due to the circumstances in which it is shared. This includes information relating to customers and suppliers, employees and officers, products and services, know-how and these Terms.

• Mutual obligations.
• You and we agree to:
• maintain the confidentiality of the other party’s Confidential Information using the same degree of care used to protect its own Confidential Information;
• not disclose, copy or modify Confidential Information without the owner’s prior written consent unless it is necessary to fulfil obligations under these Terms or to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made (if legally permissible);
• only disclose the other party’s Confidential Information to employees, affiliates and professional advisers on a “need-to-know” basis who are bound in writing to confidentiality obligations substantially similar to these;
• promptly notify the owner upon becoming aware of any unauthorized use, disclosure, theft, or loss of their Confidential Information; and
• upon written request from the owner, promptly return or destroy the owner’s Confidential Information and any copies in the receiving party’s possession. This obligation will not apply to Confidential Information a party is required to keep in order to comply with applicable laws and regulations, or to Confidential Information held securely in archival systems.
• Exceptions.
• Confidential Information does not include information that:
• is in the public domain at the time of its disclosure;
• is lawfully received by a third party free of any obligation of confidence at the time of its disclosure;
• is independently developed by a party without access to or use of the other party’s Confidential Information; or
• was already in the possession of the receiving party prior to the owner’s disclosure.
• Confidentiality term.
• The confidentiality obligations of each party will continue for 2 years after the termination of these Terms.

Liability & indemnity

• Exclusions.
• Neither party’s liability is excluded or limited where it would be unlawful to do so (for example, fraud, death, or personal injury caused by your or our negligence). We will not be liable for certain types of losses, including indirect, special, or consequential losses; errors with or loss of data; or loss of business, goodwill, revenues or profits.

• Limitation of liability.
• Our total liability under these Terms will not exceed US $100 (one hundred united states dollars).

• Indemnity.
• You will defend, indemnify, and hold harmless us and our affiliates against all liabilities, losses, damages, claims and expenses arising out of or related to:
• third party intellectual property infringement claims arising from your use of the Services and creation of Virtual Agents;
• your breach of any of your warranties under these Terms;
• your violation of applicable laws and data protection obligations; and
• your breach of your confidentiality obligations under these Terms.

Term & termination

• Term.

These Terms will commence when you begin using the Services and will remain in force until terminated in accordance with these Terms (the “Term”).

• Termination by you.

You may terminate these Terms and stop using the Services at any time and for any reason by notifying your designated MEGA contact in writing (contact details will be provided to you) and, if applicable, cancelling your account.

• Termination for cause.

Either party may terminate these Terms with immediate effect by giving written notice to the other, if the other party materially breaches these Terms and fails to remedy the breach within 15 days of receiving written notice to do so;

• materially breaches these Terms and the breach is incapable of being remedied; or
• becomes subject to bankruptcy, insolvency or another similar event.
• What happens on termination.
• Upon termination of these Terms for any reason, you will immediately discontinue your use of the Services, any of our intellectual property rights and Confidential Information. Any rights, liabilities or remedies which are intended to remain in force after the end of these Terms will remain in full force.

Other important terms

• Data protection.
• Both parties will comply with all applicable requirements of the any data protection laws. Under these Terms:
• we are the data processor, and you are the data controller of any personal data processed in the course of providing Services,
• we are the data controller in respect of any of your User log-in, payment details and support requests;
• and the terms of our Privacy Policy will apply to such processing in each of i and ii above.
• Accuracy.
• MEGA and our Services utilize artificial intelligence and machine learning, which are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate. Given the probabilistic nature of machine learning, use of our Services may in some situations result in “Output” that does not accurately reflect real people, places, or facts. When you use our Services you understand and agree:
• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does not represent MEGA’s views. If Output references any Third-Party Services or Third Party Outputs, it doesn’t mean the third party endorses, is endorsed by or affiliated with MEGA.
• Assignment and variation.
• You must not vary, assign, or otherwise subcontract your rights and obligations under these Terms without our prior written consent. We may assign, novate, or otherwise subcontract any of our rights and obligations under these Terms to our affiliates, a successor-in-title to the business and/or undertaking of MEGA.

• Waiver.
• No delay or failure by either party to exercise any right or remedy available to them under or in connection with these Terms will prevent the future exercise of any such right or remedy.

• Entire agreement.
• These Terms and the Data Processing Agreement constitute the entire agreement between us in relation to the Services. Any other terms, discussions, or agreements – express, implied, oral or otherwise – are expressly excluded.

• Third party rights.
• These Terms are solely between the parties, and no parties outside these Terms will have any right to enforce any of its provisions.

• Relationship of the parties.
• These Terms do not constitute, establish, or imply any partnership, joint venture, agency, employment or fiduciary relationship between you and us.

• Governing law and jurisdiction.
• These Terms are governed by the laws of the State of Delaware, USA and the courts of the State of Delaware, USA will have exclusive jurisdiction to hear all disputes in relation to it.