Welcome to the MEGA CODE web site. Please read these terms of use (“Terms of Use”) carefully before using the services of this site (the “Site”). There terms and conditions set forth the legally binding terms and conditions for your use of this site (the “Site”). When used in these Terms of Use, “we” and “our” means MEGA CODE LLC, its subsidiaries and its affiliates, and “you” and “your” refers to any individual, company or legal entity that accesses or otherwise uses this Site.

Additionally, specific terms and conditions may apply to specific Content (as defined below) on or available through this Site (“Content”) and to specific content, information, data, or materials you may upload, submit and/or publish to the Site (“User Content”). Such specific terms may be in addition to these Terms of Use or, where and then only to the extent expressly specified, may supersede these Terms of Use.

A. Your acceptance of our Terms of Use

By accessing, browsing or using this Site, you agree to be bound by these Terms of Use and all terms and conditions contained or referenced herein or any additional terms and conditions set forth on this Site. In the event that you do not agree to be bound to all of these terms, you should not access or use this Site.

B. Modification of our Terms of Use

We may at our sole discretion change, add, or delete portions of these Terms of Use at any time on a going-forward basis. It is your responsibility to check these Terms of Use for changes prior to use of the Site, and in any event your continued use of the Site following the posting of changes to these Terms of Use constitutes your acceptance of any changes. We reserve the right to discontinue or make changes or updates with respect to the Site or the Content of the Site at any time without notice.

C. Privacy Terms

Personal information provided through this Site shall be used in accordance with MEGA CODE’s Privacy Notice and these Terms of Use are subject to the Privacy Notice as posted on this Site.

D. Intellectual Property

You acknowledge that all content on this Site, including the Site’s design, graphics, text, formatting, sounds, pictures, images, software, and other materials and information on this Website, and the selection and arrangement thereof (collectively, “Content”), are the property of MEGA CODE or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Content not expressly granted in these Terms of Use are reserved to their respective intellectual property right owners. Except as expressly authorized in these Terms of Use or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Content in any form or by any means, without the prior written authorization of MEGA CODE or the respective intellectual property rights owner. MEGA CODE authorizes you to view and download the Content only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Content. You may not modify or adapt the Content in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described on this Site (including, without limitation, MEGA CODE) are the sole property of MEGA CODE and/or its licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of MEGA CODE and/or its licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of MEGA CODE and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of MEGA CODE. MEGA CODE will enforce its intellectual property rights to the fullest extent of the law.

E. Third Party Websites and Links

You may be able to link to third party Websites, services or resources on the Internet from the Site, and third party Websites, services or resources may contain links to the Site (collectively, “Linked Sites”). We are not responsible for the content, availability, advertising, products, services or other materials of any such Linked Sites, or any additional links contained therein, and our inclusion of links to the Linked Sites on the Site does not imply that we endorse or approve of any materials contained on, or accessible through, the Linked Sites. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.

F. Disclaimer of Warranties

VISITORS TO THE SITE AGREE THAT THEIR USE OF, AND RELIANCE ON ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH, THE SITE IS AT THEIR OWN SOLE RISK. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE (INCLUDING OUR AFFILIATES, THIRD PARTY CONTENT PROVIDERS, SPONSORS, LICENSORS AND THE LIKE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES) SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF THE CONTENT OF THE SITE; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. WE ALSO MAKE NO REPRESENTATIONS AND WARRANTIES AS TO ANY LINKED SITES AND WE HAVE NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO YOUR USE OF SUCH SITES. IN SOME INSTANCES, CONTENT MADE AVAILABLE ON THE SITE MAY REPRESENT THE OPINIONS AND JUDGMENTS OF PROVIDERS OR USERS, SUCH AS USER CONTENT. WE AND OUR AFFILIATES DO NOT ENDORSE NOR SHALL WE OR THEY BE RESPONSIBLE OR LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE ON THE SITE BY ANYONE OTHER THAN OUR AUTHORIZED EMPLOYEES ACTING IN SUCH CAPACITY.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURIES CAUSED BY THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE DAMAGES OR INJURIES OCCURRING AS A RESULT OF: (1) ANY ERROR, OMISSION, DELETION, OR DEFECT IN THE CONTENT AVAILABLE ON THE SITE, OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF RECORDS, INFORMATION OR DATA, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, INFORMATION OR DATA, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION, OR ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE OF THE MATERIALS AVAILABLE ON THE SITE. YOU (AND NOT WE OR ANY OF OUR AFFILIATES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF ANY PERSON SUBSCRIBING OR USING THE SITE. THEREFORE, WE DECLINE ALL LIABILITY WHATSOEVER FOR IDENTITY THEFT OR ANY MISUSE OF YOUR IDENTITY OR INFORMATION.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

G. Disclaimer of Damages and Limitation of Liability

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, IN NO EVENT WILL WE OR OUR AFFILIATES, INCLUDING, WITHOUT LIMITATION, OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, SUCCESSORS AND ASSIGNS, BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTION, WASTED EXPENDITURE, LOSS OF BUSINESS AND OTHER PROFITS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF PROGRAMS, COST OF REPLACING EQUIPMENT, SOFTWARE OR OTHER GOODS OR SERVICES, OR LOSS OF RECORDS, INFORMATION OR DATA), OR ANY OTHER DAMAGES ARISING IN ANY WAY ARISING OUT OF OR RELATED TO: (i) THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE ANY PLATFORM APPLICATIONS OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE; OR (ii) ANY CLAIM (INCLUDING FOR PROPERTY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM) ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF, THE SITE OR THE LINKED SITES, OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE SITE OR LINKED SITES, EVEN IF WE OR OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, SUCCESSORS AND ASSIGNS ARE AWARE OR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW (THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT THAT APPLICABLE LAW PERMITS).

YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US OR ANY OF OUR AFFILIATES IS TO DISCONTINUE YOUR USE OF THE.

NOTHING IN THESE TERMS AND CONDITIONS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS AND CONDITIONS.

H. Indemnification and Release

By using the Site, you agree to defend, indemnify, and hold us, our parent companies, subsidiaries and affiliates, and each of their respective officers, directors, employees, contractors and suppliers harmless from any and all claims, liabilities, damages, losses, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising in any way from or in connection with your use of the Site or any service available on or through the Site, the uploading, posting, e-mailing, or transmission of any User Content or other materials by you or users authorized by you, infringement of any Proprietary Material, or any violation by you of these Terms and Conditions, our Privacy Policy or any other policy posted from time to time on the Site applicable to your use of the Site. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

I. No Unlawful or Prohibited Activity

As a condition of your use of this Site, you agree not to use the Site for any purpose that is unlawful or prohibited by these terms and conditions. You further agree that you are responsible for your use of and communications on the Site. You further agree not to transmit through the Site any unlawful, harassing, libelous, abusive, threatening, or harmful material of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, violates the privacy rights of others, infringes others’ intellectual property rights or otherwise violates any applicable local, state, national or international law. You agree to use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material.

MEGA CODE reserves the sole right to suspend or terminate your access to this Site and prohibit any and all current and future use of this Site (or any portion thereof) by you, if you fail to comply with any term or provision of these Terms of Use or your use is harmful to the interests of another user of this Site.

J. Shut-down of Site

MEGA CODE reserves the sole right to modify or shut down, temporarily or permanently, the Site (or any part thereof) or any part thereof for any reason at any time without notice. MEGA CODE and its affiliates shall have no responsibility or liability for failure to store or delete any Content or User Content submitted to the Site.

K. Governing Law and Dispute Resolution

We control and operate the Site from our offices in the State of New York, United States of America. While we invite visitors from all parts of the world to visit the Site, visitors acknowledge that the Site, and all activities available on and through the Site, are governed by the laws of the United States of America and the laws of the State of New York. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree that the laws of the State of New York, excluding its conflict of laws rules, and these Terms and Conditions, our Privacy Policy and any other policies posted from time to time on the Site applicable to your use of the Site shall govern your use of the Site. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with us (or any of our affiliates) or relating in any way to your use of the Site resides in the courts of the County of New York, State of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the County of New York, State of New York, in connection with any such dispute and including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

L. Severability

If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.

M. No Waiver

MEGA CODE and its affiliates failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by MEGA CODE and its affiliates of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between MEGA CODE and you or any other party be deemed to modify any provision of these Terms of Use.