Megareview Terms of Service
Last Updated: May 17, 2020
Welcome, and thank you for your interest in Megareview, an organization (“Megareview,” “we,” “us,” or “our“), which operates the web site located at https://megareview.ph (the “Website“) and related application programming interfaces, mobile applications and online services, any Downloadable Content (as defined below), and any other products and services that the Company may provide now or in the future (collectively, the “Services”). The following Terms of Service are a legal contract between you (“you” and “your“) and Megareview regarding your use of the Services. Visitors and users of the Services are referred to individually as “User” and collectively as “Users“.
PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
Table of Contents:
- Eligibility; Accounts.
- Modification of the Terms.
- User Content License Grant.
- Intellectual Property Code of the Philippines.
- Proprietary Materials; Licenses.
- Prohibited Conduct.
- Third-Party Sites, Products and Services; Links.
- Term and Termination.
- Representations and Warranties.
- Disclaimers; No Warranties.
- Limitation of Liability and Damages.
- Miscellaneous (including Dispute Resolution and Arbitration).
1. Eligibility; Accounts. THE WEBSITE IS NOT AVAILABLE TO (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE BY MEGAREVIEW OR (B) ANY PERSONS NOT CURRENTLY ENROLLED IN MEGAREVIEW.
1.1 By clicking the “I Agree” button or by otherwise using or registering an account for the Services, you represent that (i) you are a Filipino citizen graduated under the BS Civil Engineering Program, and (ii) you are currently enrolled in Megareview. You also represent that you have not been previously suspended or removed from the Services by Megareview, and that your registration and your use of the Services is in compliance with any and all applicable laws.
1.2 Account. In order to use certain features of the Services, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Megareview, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), then you agree to immediately notify Megareview at https://megareview.ph/contact/. You may be liable for the losses incurred by Megareview or others due to any unauthorized use of your Services account.
1.4 Interational Use. Megareview operates the Services in the Philippines. If you choose to access our Services from locations outside the Philippines, you consent to the collection, transmission, use, storage and processing of content and data (including your personal information) in the Philippines. You also agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18, you confirm that you have received parental consent, if required in your jurisdiction, to open an account for Service and enter into these Terms. Unless we have entered into a separate, mutually executed written agreement with you that says otherwise, we do not represent that our Services are appropriate or available for use in jurisdictions outside the Philippines. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render Megareview in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws.
3. Modification of the Terms.
4. User Content License Grant
4.1 User Content and Ownership. Megareview may permit the posting and/or publishing by you and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Postings“). You understand that whether or not such User Content is published, Megareview does not guarantee any confidentiality with respect to any submissions. Consistent with Applicable Law, as between Megareview and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Megareview does not claim any ownership rights in or to such User Content. You acknowledge that are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content.
4.3 License Grant to Users.
(a) User Postings. By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by Megareview on or through the Services.
(b) Downloadable Content. The Services may permit you to download mobile applications or certain digital educational content (“Downloadable Content“). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Megareview grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Content, in object code form, on devices owned or controlled by you, solely for your personal, non-commercial purposes. You agree not to (i) modify or create derivative works of the Downloadable Content (ii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Content, and (iii) remove any copyright and other proprietary notices on the Downloadable Content and all copies thereof.
4.4 User Content Disclaimer. You understand that when using the Services you will be exposed to User Content from a variety of sources, and that Megareview is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Megareview with respect thereto. Megareview does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Megareview expressly disclaims any and all liability in connection with User Content.
5. Intellectual Property Code of the Philippines. It is Megareview’s policy to respond to notices of alleged copyright infringement that comply with the Republic Act No. 8293 otherwise known as the Intellectual Property Code of the Philippines. For more information, please go to https://www.ipophil.gov.ph/. Megareview will promptly terminate without notice your access to the Services if you are determined by Megareview to be a “repeat infringer.” A repeat infringer is a User who has been notified by Megareview of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.
6. Proprietary Materials; Licenses
6.1 Proprietary Materials. The Services are owned and operated by Megareview. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Services (the “Services Materials“) are protected by Philippines and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 6, all Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Megareview, and Megareview reserves all rights therein and thereto not expressly granted by these Terms.
6.2 Licensed Educational Content. Megareview may make available on the Services certain educational videos, exercises, and related supplementary materials that are owned by Megareview or its third-party licensors (the “Licensed Educational Content“). Megareview grants to you a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Services by Megareview solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Educational Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Educational Content to any third party.
6.3 Non-Commercial Use. The Licensed Educational Content is intended for personal, non-commercial use only. The Licensed Educational Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Megareview.
(a) Impermissible Uses. Without limiting the generality of the foregoing, the following are types of uses that Megareview expressly defines as falling outside of “non-commercial” use:
- the sale or rental of (1) any part of the Licensed Educational Content, (2) any derivative works based at least in part on the Licensed Educational Content, or (3) any collective work that includes any part of the Licensed Educational Content;
- providing training, support, or editorial services that use or reference the Licensed Educational Content in exchange for a fee; and
iii. the sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.
(b) Use Characterization. Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user. Thus, a use of the Licensed Educational Content that does not require that users pay fees and that does not provide an entity with a commercial advantage is “non-commercial,” even if this use is by a commercial entity. Conversely, any use that involves charging users in connection with their access to the Licensed Educational Content is not “non-commercial,” even if this use is by a non-profit entity.
7. Prohibited Conduct.
YOU AGREE NOT TO:
7.1 use the Services for any commercial use or purpose unless expressly permitted by Megareview in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;
7.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;
7.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
7.4 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
7.5 use the Services in any manner that is harmful to minors, or in any manner that violates Megareview ‘s Community Guidelines;
7.6 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, or perform any other fraudulent activity;
7.7 delete the copyright or other proprietary rights notices on the Services or on any Licensed Educational Content, Licensed Educational Code, or User Content;
7.8 assert, or authorize, assist, or encourage any third party to assert, against Megareview or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content you have used, submitted, or otherwise made available on or through the Services;
7.9 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
7.10 use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
7.11 defame, harass, abuse, threaten or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;
7.12 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, Licensed Educational Content, Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services, Licensed Educational Content, Licensed Educational Code, or User Content;
7.13 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
7.14 modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Megareview herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
7.15 intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
8. Third-Party Sites, Products and Services; Links. The Services may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites“). Megareview does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.
9. Term and Termination.
9.1 Term. These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.
9.2 Termination by Megareview. Megareview, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) you may have with Megareview or your use of the Services and remove and discard all or any part of your account, User profile, and User Content, at any time. Megareview may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or portion thereof, may be affected without prior notice, and you agree that Megareview will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Megareview may have at law or in equity. As discussed herein, Megareview does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
9.3 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Megareview in operating the Services, or (v) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your login account with the Services and discontinuing use of any and all parts of the Services.
9.4 Responsibility for Pre-Termination activity. Termination of the Terms as to any User account will not limit Megareview’s rights and remedies regarding any breach of these Terms occurring prior to such termination.
10. Representations and Warranties. You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Megareview in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws (collectively, “Applicable Law“); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Company the rights in these Terms; and (ii) you will comply with Applicable Laws in connection with your use of the Service.
11. Indemnification. You agree, to the extent permissible under your state’s laws, to indemnify, defend, and hold harmless Megareview, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners (“Megareview Parties“) from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) your access to, use or misuse of the Services; (ii) your breach or alleged breach of these Terms, or any violation of the Terms; (iii) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (iv) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. Megareview reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Megareview, and you agree to cooperate with Megareview’s defense of these claims. You agree not to settle any such matter without the prior written consent of Megareview. Megareview will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
12. Disclaimers; No Warranties
12.1 No Warranties. THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT (WHETHER OWNED OR LICENSED), USER CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (THE “MEGAREVIEW OFFERINGS“), ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE MEGAREVIEW PARTIES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEGAREVIEW OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
12.2 Content. MEGAREVIEW, AND THE MEGAREVIEW PARTIES, DO NOT WARRANT THAT THE WEBSITE OR ANY DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. MEGAREVIEW AND THE MEGAREVIEW PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT (1) THE MEGAREVIEW OFFERINGS WILL (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE TO YOUR LIKING, OR (B) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, (2) THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES MAY BE NEW OR EXPERIMENTAL AND MAY NOT HAVE BEEN TESTED IN ANY MANNER.
12.3 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE (INCLUDING THROUGH ANY API’S) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.
12.4 Limitations by Applicable Law. SOME COUNTRIES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY AND JURISDICTION TO JURISDICTION.
13. Limitation of Liability and Damages.
13.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL MEGAREVIEW OR THE MEGAREVIEW PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF MEGAREVIEW OR MEGAREVIEW PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR THE MEGAREVIEW OFFERINGS, OR (iii) ANY OTHER INTERACTIONS WITH MEGAREVIEW OR ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE MEGAREVIEW OFFERINGS, INCLUDING OTHER USERS,. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, MEGAREVIEW’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.2 Limitation of Damages. IN NO EVENT WILL MEGAREVIEW’S OR THE MEGAREVIEW PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR YOUR INTERACTION WITH OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO MEGAREVIEW, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIVE THOUSAND PESOS (2000 PHP), WHICHEVER IS GREATER.
13.3 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT MEGAREVIEW HAS OFFERED THE WEBSITE AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MEGAREVIEW, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MEGAREVIEW. MEGAREVIEW WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
13.3 User Interactions and Release.
(a) User Disputes. Megareview is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Service. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.
(b) Release. If you have a dispute with one or more Users, you release us (and the Megareview Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data.
14. Miscellaneous (Including Dispute Resolution and Arbitration).
14.1 Notice. Megareview may provide you with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Services, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Megareview is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on the Services are deemed given 30 days following the initial posting. Any notices directed to Megareview shall be sent by postal mail to Megareview at Room 206, JPD Building, Recto Avenue, Manila and also via e-mail at [email protected].
14.2 Waiver. The failure of Megareview to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Megareview.
14.3 Governing Law. The Terms will be governed by and construed in accordance with the laws of the Republic of the Philippines, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.
14.4 Dispute Resolution and Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
(a) Generally. In order to expedite and control the cost of disputes, Megareview and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute“) will be resolved as follows to the fullest extent permitted by law:
(b) Notice of Dispute. In the event of a Dispute, you or Megareview must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute“). You must send any Notice of Dispute by postal mail to Megareview at Room 206, JPD Building, Recto Avenue, Manila and also via e-mail at [email protected]. Megareview will send any Notice of Dispute to you by postal mail to your address if Megareview has it, or otherwise to your e-mail address. You and Megareview will attempt in good faith to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Megareview may commence arbitration.
(c) Binding Arbitration. Any Dispute which has not been resolved by negotiation as provided herein within sixty (60) days or such time period as you and Megareview may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 14.4. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final. The place of arbitration shall be Manila, Philippines. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
(d) Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Megareview will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
(e) Arbitration Fees. Whoever files the arbitration will pay the initial filing fee. If Megareview files, then Megareview will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
(f) Filing Period. To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur. If a Dispute is not filed within one year, it is permanently barred.
14.5 Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
14.6 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Megareview’s prior written consent, but may be assigned by Megareview without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
14.8 Disclosures. The Services are hosted in the Philippines, and the services provided hereunder are offered by Megareview at Room 206, JPD Building, Recto Avenue, Manila; [email protected]