Terms of Service
Effective: July 5, 2024
Welcome!
Coordination, Inc. (“Megapot,” “we,” “us,” “our”) provides the Megapot onchain lottery service and related services (described below) to you (“you” or “User”) through its website located at http://www.megapot.io/ (collectively, the “Megapot Service”), subject to the following Terms of Service (as amended from time to time, the “Terms”). By signing up for an account on the Megapot Service or otherwise using or accessing the Megapot Service, you acknowledge that you have read and agree to these Terms.
The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Megapot Service are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST MEGAPOT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Megapot Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Megapot Service will be effective immediately. Your continued use of the Megapot Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
1) What is the Megapot Service?
a) Megapot Explained
The Megapot Service allows Users to participate in onchain lotteries. We operate an experience that enables liquidity providers (“LPs”) to fund each initial jackpot. Users who pay for chances to try their odds in the jackpot (“Players”) pay fees that accrue to the position and grow the jackpot. We refer to these jackpots as a “Lottery”. LPs and Players are both Users. For further information regarding the Megapot Service and our fee and transactions structures, please visit the help page located at http://docs.megapot.io/ (the “Megapot Help Page”).
b) No Securities.
The digital assets about which information may be provided on the Megapot Service and any information provided in connection with the Megapot Service provided to you are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Megapot Service or any information provided in connection with the Megapot Service provided to you, or to which you may independently have access.
c) Prohibited Countries.
The Megapot Service is not available globally, and you may only use the Megapot Service if you are not a resident of or located in a Prohibited Country. Megapot does not provide the Megapot Service (nor do we accept registration of Users) in the following countries: North Korea, Cuba, Sudan, Syria, Iran, Russia, Crimea, Belarus, Mainland China, Hong Kong (China), Indonesia, Afghanistan, Singapore, Venezuela, the United States, and Canada (each a “Prohibited Country”, and altogether referred to as “Prohibited Countries”). The Prohibited Countries list is non-exclusive and is subject to change, at any time and from time to time, by Megapot in its absolute sole discretion may decide, taking into account legal and compliance considerations. By using the Megapot Service, you accept and acknowledge that you are accessing the Service from a jurisdiction where it is lawful to do so. You further agree to not use the Megapot Service while located in any jurisdiction that prohibits online lotteries, or otherwise prohibits the Megapot Service.
You understand and acknowledge that if it is determined that you have given false representations of your location or place of residence, or that you are using prohibited techniques to evade geographic restrictions (such as the use of IP masking), we reserve the right to take any appropriate actions in compliance with applicable laws and regulations, including termination of your account immediately and invalidating your contributions as an LP or purchased tickets as a Player. You undertake to inform Megapot at the earliest possible opportunity if you have become resident in or are located in any of the foregoing Prohibited Countries while you are using the Megapot Service.
2) How do I use Megapot?
a) Connecting your Wallet.
In order to use the Megapot Service, you must connect your account to your digital wallet supported on or other wallet extensions or gateways as allowed on the Megapot Service (“Digital Wallet”). Such Digital Wallets allow you to purchase, store, and engage in transactions using the applicable supported cryptocurrency and/or supported fiat currency.
b) Your Registration Obligations.
You may be required to register with the Megapot Service by creating a user name and password, or by providing information about yourself (e.g., name and email address), in order to access and use certain features on the Megapot Service. You may also choose to register with the Megapot Service by linking third-party services, included embedded wallets to the Megapot Service and granting all necessary permissions for the Megapot Service to access data and information necessary to link the Megapot Service to your third-party service account. If you choose to register for the Megapot Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 18 years old to register for an account. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
c) Member Account, Password, and Security.
You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Megapot of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Megapot Service. We will not be liable for any loss or damage arising from your failure to comply with this Section.
d) Modifications to the Megapot Service.
We reserve the right to modify or discontinue, temporarily or permanently, the Megapot Service (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Megapot Service.
3) What are the rules for using Megapot?
When using the Megapot Service, you will not directly or indirectly:
engage in deceptive or manipulative or illegal activities in any way;
use the Megapot Service as a User while located in a Prohibited Country;
conceal or manipulate your location so as to evade the Prohibited Country restrictions set forth in section 1(c), through the use of VPN, proxy, or similar services;
email, upload, or otherwise distribute any content, that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to do so under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable (including any sexual depictions of minors); or (vii) in the sole judgment of Megapot, is objectionable or which restricts or inhibits any other person from using or enjoying the Megapot Service, or which may expose Megapot or its Users to any harm or liability of any type;
interfere with or disrupt the Megapot Service or servers or networks connected to the Megapot Service in any manner that could negatively affect or inhibit other Users from fully enjoying the Megapot Service or that could damage, disable, overburden or impair the functioning of the Megapot Service in any manner;
disobey any requirements, procedures, policies or regulations of networks connected to the Megapot Service;
violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other Users from the Megapot Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Megapot Service;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Megapot Service or the content posted on the Megapot Service, or to collect information about its Users for any unauthorized purpose;
create user accounts by automated means or under false or fraudulent pretenses;
access or use the Megapot Service to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
access or use the Megapot Service to participate in fundraising for a business, protocol, or platform, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Platform; or
access or use the Megapot Service for the purpose of creating a product or service that is competitive with any of our products or services.
4) Megapot Service Content, Software, and Trademarks
You acknowledge and agree that the Megapot Service may contain content or features (“Megapot Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Megapot, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Megapot Service or the Megapot Service Content, in whole or in part. In connection with your use of the Megapot Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Megapot from accessing the Megapot Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Megapot Service or the Megapot Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Megapot Service or distributed in connection therewith are the property of Megapot, our Affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Megapot.
The Megapot and Megapot Service names and logos are trademarks and service marks of Coordination, Inc. (collectively the “Megapot Trademarks”). Other company, product, and service names and logos used and displayed via the Megapot Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Megapot. Nothing in these Terms or the Megapot Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Megapot Trademarks displayed on the Megapot Service, without our prior written permission in each instance. All goodwill generated from the use of Megapot Trademarks will inure to our exclusive benefit.
5) What transactions does Megapot facilitate?
a) Fees. Where a User is a Player, we charge fees for some or part of the services we make available to you on the Megapot Service, including fees charged to participate in the Lotteries on the Megapot Service. You can find more information about fees associated with the Megapot Service at the Megapot Help Page located at http://docs.megapot.io/. You acknowledge and agree that Megapot may change its fees. It is your responsibility to review the Help Page to understand what rules apply at the time of any particular Lottery.
b) Liquidity Providers. Where a User is an LP, we do not charge fees and instead enable the LP to provide liquidity for the current Lottery. You can find more information about how LPs fund Lotteries and the associated risks at the Megapot Help Page located at http://docs.megapot.io/. You acknowledge and agree that Megapot may change its transaction structures. It is your responsibility to review the Help Page to understand what rules apply at the time of any particular Lottery.
c) Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Megapot Service.
6) Other Legal Terms.
a) Indemnity and Release.
To the extent permitted under applicable law, you agree to release, indemnify and hold Megapot and its Affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Megapot Service (including but not limited to your conduct participating in any Lotteries or other activities on the Megapot Service), your connection to the Megapot Service, your violation of these Terms or your violation of any rights of another. You further agree that Megapot shall have control of the defense or settlement of any third party claims. To the extent permitted under applicable law, you hereby waive any statute or doctrine that would operate to limit any release with respect to unknown claims.
b) Disclaimer of Warranties.
Use of the Megapot Service involves operations that utilize experimental blockchain technologies. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the applicable blockchain (i.e., “forks”), which can adversely affect a User’s experience and may expose you to a risk of total loss, forfeiture of your digital or fiat currency. YOUR USE OF THE MEGAPOT SERVICE IS AT YOUR SOLE RISK. THE MEGAPOT SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT MEGAPOT AND ALL INDEMNITEES WILL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IF YOU ARE UNABLE TO LOCATE OR USE YOUR CREDENTIALS. MEGAPOT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
MEGAPOT MAKES NO WARRANTY THAT (I) THE MEGAPOT SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE MEGAPOT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MEGAPOT SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MEGAPOT SERVICE WILL MEET YOUR EXPECTATIONS.
c) Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEGAPOT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEGAPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE MEGAPOT SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY GOODS, DATA, INFORMATION OR PLATFORMS OBTAINED OR MESSAGES RECEIVED; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE MEGAPOT SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE MEGAPOT SERVICE. IN NO EVENT WILL MEGAPOT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MEGAPOT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
d) Beta Services.
Certain features on the Megapot Service may be offered while still in “beta” form (“Beta Services”). Megapot will utilize best efforts to identify the Beta Services by labeling them as such on the Megapot Service. By accepting these Terms or using the Beta Services, you understand and acknowledge that the Beta Services are being provided as a “beta” version and made available on an “as is” or “as available” basis. The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MEGAPOT SERVICE OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE MEGAPOT SERVICE.
7) Here are our termination rights.
You agree that Megapot, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Megapot Service and invalidate your entry in any Lottery, for any reason, including, without limitation, for lack of use or if Megapot believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Megapot Service may be referred to appropriate law enforcement authorities. Megapot may also in its sole discretion and at any time discontinue providing the Megapot Service, or any part thereof, with or without notice. You agree that any termination of your access to the Megapot Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Megapot may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Megapot Service. Further, you agree that Megapot will not be liable to you or any third party for any termination of your access to the Megapot Service.
8) We do not get involved with User disputes.
You agree that you are solely responsible for your interactions with any other Users in connection with the Megapot Service and Megapot will have no liability or responsibility with respect thereto.
9) General Legal Terms.
These Terms constitute the entire agreement between you and Megapot with respect to your use of the Megapot Service and govern your use of the Megapot Service, superseding any prior agreements between you and Megapot with respect to the Megapot Service. You also may be subject to additional terms and conditions that may apply when you use other Megapot, Affiliate, or third party services, third party content or third party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Megapot agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Megapot to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Megapot Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms without the prior written consent of Megapot, but Megapot may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Megapot may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Megapot Service.
10) Your Privacy.
At Megapot, we respect the privacy of our Users. For details please see our Privacy Policy, which forms a part of these Terms and informs Users of our data collection practices. By using the Megapot Service, you consent to our collection and use of personal data as outlined therein.
11) Dispute Resolution By Binding Arbitration.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Megapot, whether arising out of or relating to these Terms (including any alleged breach thereof), the Megapot Service, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Megapot are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND MEGAPOT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MEGAPOT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution. Megapot is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at teams@megapot.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Megapot should be sent to 2261 Market Street STE 10895 San Francisco, CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Megapot and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Megapot may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Megapot or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Megapot is entitled.
Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Megapot and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Megapot agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Megapot will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Megapot will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Megapot will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Megapot agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Megapot Service, you may reject any such change by sending Megapot written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
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