TERMS OF USE

Welcome to the­­ website and online service of Mega Footwear, Inc. and/or its subsidiaries or affiliates ("Mega," "we," “our,” or "us"). The use of Mega’s website, domain names, features, content, software, and any other mobile and/or online services we own, operate, or offer from time to time in connection with the foregoing (collectively, the "Service") is governed in accordance with these Terms of Use (the “Agreement”). The Agreement applies to all visitors, users, and others who access the Service (“you,” “your,” or “user”).

PLEASE CAREFULLY REVIEW THE AGREEMENT BECAUSE IT SETS FORTH THE RIGHTS, OBLIGATIONS, LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. ACCESSING, BROWSING OR OTHERWISE USING OUR SERVICE INDICATES YOUR ACCEPTANCE TO BE BOUND BY THE AGREEMENT WHETHER OR NOT YOU ARE A REGISTERED USER OF THE SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, PLEASE DO NOT USE OUR SERVICE.


USE OF OUR SERVICE

You may use the Service only if you can form a binding contract with Mega, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. If you are under 18, your parent or guardian must enter into the Agreement on your behalf, and will be responsible for your use of and access to the Service; this includes financial responsibility for any items you purchase through the Service. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of the Agreement. If you are under 13, please do not attempt to register for the Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about anyone under 13, please contact us at info@megafootwear.net The Service is not available to any users previously removed from the Service by Mega. Mega reserves all rights not expressly granted under the Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void.

ELECTRONIC COMMUNICATIONS

When you use the Service or send emails to Mega, you are communicating with Mega electronically. You consent to receive electronically any communications related to your use of the Service. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Mega intended for your receipt shall be deemed delivered and effective when sent to the email address you provide on the Service, or through posting of such notice on our website, as determined by Mega in our sole discretion. You represent that all of the information, data and other materials you provide on the Service and/or to Mega through any other means are true, accurate, current and complete.

Mega is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add info@megafootwear.net to your email address book to help ensure you receive email notifications from us. Mega reserves the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in the Agreement and our Privacy Policy. Please note that if you do not want to receive legal notices from us, including, without limitation, a notification that the Agreement has changed, those legal notices will still govern your use of the Service. We will post legal notices to the Service and you are responsible for reviewing such legal notices for changes.

SERVICE RULES

You agree not to engage in any of the following prohibited activities in connection with the Service: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Mega servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that, subject to the privacy settings of our users, Mega grants the operators of public search engines revocable permission to use spiders to copy materials from Mega for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, Trojan horses, time bombs, cancel-bots, trap doors, worms, or other harmful agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) use any meta-tags or any other "hidden text" utilizing Mega's Intellectual Property Rights; (xiv) decompiling, reverse engineering, or otherwise attempting to obtain the source code of the Service; or (xv) use the Service for any purpose competitive to Mega.

Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Mega Service to a user’s device in such a manner that the data is intended for real-time viewing and is not intended to be copied, stored, permanently downloaded, or redistributed by the user.

We may, without prior notice, change the Service, stop providing the Service or features of the Service (to you or generally), or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice or liability to Mega, for any reason or for no reason, including if in our sole determination you violate any provision of the Agreement. Upon termination of the Agreement or your access to the Service for any reason or no reason, you will continue to be bound by the terms of the Agreement, which, by its nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

You are solely responsible for your interactions with other Mega users. We reserve the right, but have no obligation, to monitor disputes between you and other users. Mega shall have no liability for your interactions with other users, or for any user's action or inaction.

PAID SERVICES

If you purchase any products or offers on the Service, such purchases will be handled pursuant to our standard terms of sale. Certain features of the Service may be provided for a fee or other charge. If you elect to use paid features of the Service, you agree to the pricing and payment terms for such paid features that we will provide to you and that we may update them from time to time. Mega may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you. If you do not wish to pay the new or modified fees or charges, your sole remedy shall be to terminate your access to the applicable services.

You may cancel your Mega account at any time; however, there are no refunds for cancellation of the Service, if you have elected to use paid features of the Service. In the event that Mega suspends or terminates your account or the Agreement for your breach of the Agreement, you understand and agree that you shall receive no refund or exchange for any Mega property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

Refunds for returned purchases will be handled in accordance with our standard terms of sale.

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Mega that your copyrighted material has been infringed. The preceding requirements are intended to comply with Mega's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

FORCE MAJEURE

Mega shall be excused from performance under the Agreement, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (i) weather conditions or other elements of nature or acts of God; (ii) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (iii) quarantines or embargoes; (iv) labor strikes; or (v) other causes beyond the reasonable control of Mega. In the event that Mega is temporarily unable to ship to you a purchased item because of such an event, Mega will give you the option of deferring shipment or receiving a refund of your charges.

INDEMNITY

You agree to indemnify and hold harmless Mega and its agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, fines, penalties, expenses, obligations, losses, liabilities, and other damages of any kind whatsoever (including attorneys’ and experts’ fees) incurred by Mega and such parties, and shall defend Mega and such parties against any and all claims arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of the Agreement, including without limitation your breach of any of the representations and warranties you make in the Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable United States or foreign law, rule or regulation; (v) fraud you commit, or your intentional misconduct or gross negligence; (vi) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vii) any other party's access and use of the Service with your username, password or other appropriate account identification. Mega will control the defense for any claim to which this indemnity may apply, and in any event, you shall not settle any claim without the prior written approval of Mega.

NO WARRANTY

THE SERVICE AND ANY PRODUCT OR SERVICE YOU PURCHASE THROUGH THE SERVICE (“PRODUCT”) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MEGA, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE OR THE PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

MEGA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MEGA SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MEGA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEGA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY PRODUCT. UNDER NO CIRCUMSTANCES WILL MEGA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEGA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR ANY PRODUCT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MEGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

TYPOGRAPHICAL ERRORS

Mega attempts to provide accurate descriptions of the products and features on the Service. For your convenience, the Service may offer features enabling the conversion of information into languages other than English and/or currencies other than United States Dollars. The English language and United States Dollars version of the Service shall control over any dispute. Mega does not warrant, however, that the descriptions, translations, and/or conversions are accurate, complete, reliable, current or error-free. If a product or feature on the Service is not as described, your sole remedy is to return the item, as specified in the Agreement. We strive to provide accurate pricing information regarding the products and features available on the Service. We cannot, however, insure against pricing errors. We reserve the right, at our sole discretion, to not process or to cancel any orders placed for a product or offer whose price was incorrectly posted on the Service as a result of an error. If this occurs, Mega will notify you by email. In addition, we reserve the right, at our sole discretion, to correct any error in the stated full retail price. The Service may contain information regarding the availability of merchandise. This information can be used to estimate the likelihood that an item will be shipped immediately after you place your order. Unfortunately, we cannot guarantee that an item listed as “in stock” will actually ship right away, as inventory can change significantly from day-to-day. In rare cases, a product or offer may be in stock when you place an order, and sold out by the time we attempt to process the order. Should this happen, Mega will notify you by email. Products that are out-of-stock generally are no longer available. If Mega determines that a product or feature you wish to purchase is no longer available, the item will be cancelled from your order. We will notify you by email and delete the item from the Service. Mega also reserves the right at any time to correct and adjust all extension, price, description and other errors on any invoices, statements or other documents. The document, as corrected, shall be the effective document.

REMEDIES

You agree that our remedy at law for any actual or threatened breach of the Agreement would be inadequate and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees and expenses. No instance of waiver by us of our rights or remedies under the Agreement shall imply any obligation to grant any similar, future or other waiver.

INTERNATIONAL ACCESS

The Service is controlled and operated from its facilities in the United States. Mega makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You represent and warrant you are not located in a country embargoed by the United States or that has been designated by the United States government as a “terrorist-supporting” country, and that you are not a foreign person or entity blocked or denied by the United States government or otherwise listed on any United States government list of prohibited or restricted parties.

GOVERNING LAW

You agree that the Service shall be deemed solely based in the State of Florida of the United States of America. The Agreement and any dispute of any sort that might arise between you and Mega shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of conflict or choice of law rules. Notwithstanding the provision(s) contained herein with respect to applicable substantive law, any arbitration conducted pursuant to the terms of the Agreement shall be governed by the United States Federal Arbitration Act (Title 9, United States Code)(the “Act”). The Act will apply even though the Agreement provides that the law of a specified state governs it. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You hereby expressly consent to the exclusive personal jurisdiction of the courts of Miami-Dade County, Florida.

CHANGES TO THE AGREEMENT

We reserve the right to amend the Agreement at any time by notifying you as provided in the “Electronic Communications” section of the Agreement, provided that no notice shall be required or given for non-substantive changes to the Agreement. If we substantively amend the Agreement, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. All changes to the Agreement will also apply to any money that you owe to Mega on or after the effective date of change, regardless whether your purchases or other transactions that caused the money to be owed to Mega occurred before or after the effective date of change. Your continued use of the Service (including owing money to Mega) after any such change takes effect constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, your only remedy shall be to not use or access (or continue to access) the Service and repay any money you owe to Mega before such change takes effect. You may not amend or modify the Agreement under any circumstances. It is your responsibility to periodically access the Service for any changes we make to the Agreement.