Terms of Use.
Updated : May 22, 2024
Please read these Terms of Service (the “Terms”) and our Privacy Notice (“Privacy Notice”) carefully because they govern your use of the MegaSEO.ai (also referred to as or doing business under Z League, Inc or X25z Media LLC) website located at www.megaseo.ai (the “Site”), megaSEO.ai’s copy content generation services, and any copy content generated by megaSEO.ai’s services for you based on your User Content (defined below) (“Generated Content”). To make these Terms easier to read, the Site, our services, and the Generated Content are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MEGASEO.AI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice. Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.
3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with megaSEO.ai, and not otherwise barred from using the Services under applicable law.
For certain features of the Services you will need an account. It is important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account.
5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
6. Subscriptions. megaSEO.ai requires payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees.
(a) General. When you purchase a subscription for the Services (“Subscription”), you expressly authorize us (or our third-party payment processor) to charge you for such Subscription. We may ask you to supply additional information relevant to your Subscription, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Subscription, you authorize us to provide your Payment Information to third parties so we can complete the transaction related to your Subscription and to charge your payment method for the type of Subscription you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Subscription (such information is included within the definition of Payment Information). By initiating a Subscription, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Subscriptions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
(b) Subscriptions. If you purchase a Subscription, you will be charged the monthly or annual Subscription fee depending on your plan selection, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each monthly, or annual period thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE megaSEO.ai TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, megaSEO.ai will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or megaSEO.ai. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
(c) Canceling Your Subscription. You may cancel your Subscription for a full refund within five (5) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we will refund any payment you have already remitted to us for such transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to [email protected]. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
(d) Free Trials. We may offer to certain qualifying users paid Subscriptions on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup. Your use of the Free Trial is subject to your compliance with such specific terms. Certain limitations may exist with respect to combining Free Trials with any other offers. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously held a paid Subscription. When you agree to a Free Trial, you are also agreeing to sign up for a paid Subscription as described above and, consequently, unless you cancel your Subscription prior to the end of your Free Trial, we (or our third party payment processor) will begin charging your payment method on a recurring annual basis for the applicable annual fee (plus any applicable taxes and other charges) at the end of the Free Trial until you cancel your Subscription. If you wish to avoid charges to your Payment Information, you must cancel your Subscription prior to midnight Eastern Time on the last day of your Free Trial period. Instructions for cancelling your subscription are stated in the section above titled “Canceling Your Subscription.”
7. Your Content.
(a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” megaSEO.ai does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to megaSEO.ai, its licensors, and their affiliates a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, host, store, copy, communicate, modify, create derivative works based upon, distribute, publish, publicly display, and publicly perform your User Content in connection with megaSEO.ai, its licensors, and their affiliate providing, operating, securing, and improving their services.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content and its impact thereafter. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by megaSEO.ai on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content, (such as posts or comments you make), may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Your Use of Generated Content. Subject to your compliance with these Terms, megaSEO.ai hereby grants you a non-exclusive, worldwide, license, with the right to sublicense, to use, copy, modify, sell, create derivative works based upon, distribute, publicly display, and publicly perform Generated Content for your lawful business purposes.
(f) Ownership of Intellectual Property. We may make available through the Services content that is subject to intellectual property rights, including Generated Content. We and our licensors (as applicable) retain all rights to that content.
8. Usage Requirements, General Prohibitions, and megaSEO.ai’s Enforcement Rights.
(a) You agree that you will use the Services:
Only in a lawful manner and in compliance with all applicable laws;
In accordance with the Terms, the license granted in Section 7(e), and any documentation, usage guidelines, parameters, and other requirements provided to you by megaSEO.ai or its licensors, as may be modified by megaSEO.ai or its licensors from time to time;
In a manner that does not infringe, misappropriate, or otherwise violate any of megaSEO.ai’s or its licensors’ rights or those of any other person or entity;
As it relates to Generated Content, in a manner that is consistent with the OpenAI mission and Charter, which is incorporated herein by reference, as determined by OpenAI in its sole discretion;
In a manner that does not violate these Terms, any agreement between you and anyone else or our or a third party’s rights; and
In compliance with, and you will not attempt to circumvent, any call rate limits or other restrictions that may be established by megaSEO.ai or its licensors from time to time.
You further agree that you will make reasonable efforts to reduce the likelihood, severity, and scale of any societal harm caused by your use of the Services (including the use and sharing of Generated Content) by following the OpenAI API Usage Guidelines. megaSEO.ai and OpenAI may request information from you regarding your efforts to reduce safety risks, and you agree to provide such information. Such information may be used to assess compliance with these Terms as well as to inform improvements to the Services (including any components thereof).
(b) You agree not to do any of the following:
Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Distribute, sell, lend, transfer or grant any rights in or to any or all of the Services, (except for Generated Content as permitted under this Agreement);
Create any software that functions substantially the same as the Services (including any component thereof) and offer it to third parties;
Modify, alter, tamper with, repair or otherwise create derivative works (except as permitted by Section 7(e)) of the Services, or attempt to do so;
Use the Services in connection with any spyware, malware, virus, worm, trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
Use the Services to discover any underlying components of megaSEO.ai’s or its licensors’ models, algorithms, and systems, such as exfiltrating the weights of any of megaSEO.ai’s or its licensors’ models by cloning via logits;
Remove, obscure, or alter any notice, including any notice of intellectual property right appearing on or contained within the Services (including any component thereof);
Interfere or attempt to interfere in any manner with the functionality or proper working of the Services (including any component thereof);
Use, display, mirror or frame the Services or any individual element within the Services, megaSEO.ai’s name, any megaSEO.ai trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without megaSEO.ai’s express written consent;
Access, tamper with, or use non-public areas of the Services, megaSEO.ai’s computer systems, or the technical delivery systems of megaSEO.ai’s providers;
Attempt to probe, scan or test the vulnerability of any megaSEO.ai system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by megaSEO.ai or any of megaSEO.ai’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by megaSEO.ai;
Use web scraping, web harvesting, or web data extraction methods to extract data from the Services (including Generated Content), or megaSEO.ai’s, its licensors’, and their affiliates’ software, models, or systems.
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a megaSEO.ai trademark, logo URL or product name without megaSEO.ai’s express written consent;
Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Decipher, decompile, disassemble, reverse assemble, reverse compile, decompile, translate, or reverse engineer any component or software used to provide the Services, discover the source code of any component of the Services, or attempt to do any of the foregoing;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Provide or upload any information to the Services that is “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act;
Use the Services in a way that causes societal harm including, but not limited to, (i) misleading end users that any Generated Content was human-generated for generative use cases that do not involve a human in the loop, (ii) generating spam, and (iii) generating content for dissemination in electoral campaigns;
Use the Services in a way that violates any applicable law or regulation including, but not limited to, (i) illegal activities such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws, (ii) accessing or authorizing anyone to access the Services from an embargoed country as prohibited by the United States government, and (iii) threating, stalking, defaming, defrauding, degrading, victimizing, or intimidating anyone for any reason; and
Encourage or enable any other individual to do any of the foregoing.
megaSEO.ai is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
9. DMCA/Copyright Policy. megaSEO.ai respects copyright law and expects its users to do the same. It is megaSEO.ai’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see megaSEO.ai’s Copyright Policy below for further information.
10. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
11. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected]. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(a), 6(b), 6(c) (only for payments due and owing to megaSEO.ai prior to the termination), 6(d), 7(b), 7(c), 7(e), 7(f), 8, 9, 11, 12, 13, 14, 15, 16 and 17.
12. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE AND OUR LICENSORS EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We and our licensors make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
13. Indemnity. You will indemnify and hold megaSEO.ai, its licensors, their affiliates, and each of their officers, directors, employees, representatives, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, (c) your violation of these Terms, or (d) your actual or alleged infringement, misappropriation, or violation of megaSEO.ai’s, its licensors’, or any third party’s intellectual property or proprietary rights.
14. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER megaSEO.ai NOR ITS SERVICE PROVIDERS AND LICENSORS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT megaSEO.ai OR ITS LICENSORS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL megaSEO.ai’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO megaSEO.ai FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO megaSEO.ai, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN megaSEO.ai AND YOU.
15. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and megaSEO.ai are not required to arbitrate will be the state and federal courts located in Santa Clara County, and you and megaSEO.ai each waive any objection to jurisdiction and venue in such courts.
16. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and megaSEO.ai agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and megaSEO.ai are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) "Country of Residence" for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence; provided that if you have more than one country of citizenship or legal permanent residence, it shall be the country in which you hold citizenship or legal permanent residence with which you most closely are associated by permanent or most frequent residence.
(d) We want to address your concerns without the need for a formal dispute resolution process. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting us in writing at 113 Cherry Street, PMB 94933, Seattle, WA 98104, or via e-mail at [email protected], to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name (to the extent known), the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
(e) If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Dispute.
(f) Unless you opt out of this agreement to arbitrate as provided below, you and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, subject to the exceptions set forth below.
(g) If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to us at 113 Cherry Street, PMB 94933, Seattle, WA 98104, or via e-mail at [email protected], within thirty (30) days of the first time you accept these Terms (or any prior version of these Terms) or, if earlier, your first use the Service. You must date the notice and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration. If no notice is submitted in the manner described above by the 30-day deadline, you will have irrevocably waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from participating in any Tournament or Challenge or from otherwise using any Service, the Site or the Apps, but you and we will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
The arbitration procedure depends on your Country of Residence.
If your Country of Residence is the United States:
You and we agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, other than remedies that you effectively waived pursuant to these Terms. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers or users, as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. In that event, each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as may be and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.
You and we further agree that the arbitration will be held in the English language in Washington D.C. or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If we elect arbitration, we shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law. If your Country of Residence is the United States, this agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act (U.S. Code Article 9), notwithstanding any other choice of law set out in these Terms.
If your Country of Residence is any country other than the United States:
The Dispute will be referred exclusively to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable Rules posted here: http://bcicac.com. The appointing authority will be the British Columbia International Commercial Arbitration Centre. There will be a single arbitrator who shall be a practicing B.C. lawyer. Arbitration will take place in the English language in Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted via videoconference, telephonically or via other remote electronic means. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. The BCICAC Rules will govern payment of all arbitration fees, or arbitration fees will be paid in accordance with the countervailing law of your Country of Residence if contrary to the BCICAC Rules.
Regardless of your County of Residence or the rules of a given arbitration forum, you and we agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time. To the maximum extent permitted by applicable law, neither you nor we shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities with any Disputes, or to arbitrate or litigate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph or otherwise relating to the prohibition of Collective Arbitration shall be determined exclusively by the arbitrator.
Notwithstanding the agreement between you and us to arbitrate Disputes, you and we each retain the following rights:
If your Country of Residence is the United States, you and we retain the right (i) to bring an individual action in small claims court; and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
If your Country of Residence is not the United States, you and we may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. Further, as applicable, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and we agree that any judicial proceeding may only be brought in a court of competent jurisdiction in New York, New York. Both you and we consent to venue and personal jurisdiction in New York, New York. Notwithstanding the foregoing, either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court or administrative agency having jurisdiction.
This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms not specifically related to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
Governing Law
If your Country of Residence is the United States, these Terms shall be governed by and construed in accordance with the laws of the state of Delaware applicable to contracts entered into and performed in Delaware by residents thereof; provided that, as provided above, all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9). If your Country of Residence is not the United States, these Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, applicable to contracts entered into and performed in Ontario by residents thereof.
(f) Class Action Waiver. YOU AND megaSEO.ai AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
17. General Terms.
(a) Reservation of Rights. megaSEO.ai and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Notwithstanding the foregoing, megaSEO.ai’s licensor, OpenAI LLC, exclusively owns all right, title and interest in and to Generated Content. megaSEO.ai claims no ownership of Generated Content. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between megaSEO.ai and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between megaSEO.ai and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without megaSEO.ai’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. megaSEO.ai may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by megaSEO.ai under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. megaSEO.ai’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of megaSEO.ai. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
18. Contact Information. If you have any questions about these Terms or the Services, please contact megaSEO.ai at:
megaSEO.ai also know as X25Z Media LLC or Z League, Inc.
113 Cherry Street, PMB 94933
Seattle, WA, 98104
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