MezAgent User Agreement

PLEASE READ CAREFULLY BEFORE PROCEEDING WITH CREATION OF YOUR MEZAGENT ACCOUNT:

This MezAgent User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations related to the use of Services, and is a legally binding agreement between you (“You” or “User” unless the context implies another User (as defined hereunder)) and Mezagent Limited (“Service Provider”, “we”, or “us”). You understand that by using the Services and by clicking accept when prompted on the Platform, You agree to be bound by all agreements which constitute our Terms of Service, and You agree that the “Terms of Service” means every agreement linked herein and includes the Terms of Use, Fee Agreement, Privacy Policy, Cookie Policy and this Agreement, and such other documents which are published by us on the website www.mezagent.com (the “Site”). You should read all of our terms carefully because You are promising not to break any agreements in the Terms of Service.

If You want to use our Platform and our Services, You must first read and agree to this Agreement and all of the documents which comprise the Terms of Service. If You do not understand this Agreement or agree to all of its terms and conditions, You may not use our Services. If You do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not use our mobile applications, or otherwise use our Services. If You are using our Services on behalf of a business or legal entity, You may only do so if You have authority to agree to the Terms of Service on behalf of that business or legal entity.

All capitalised terms have a special meaning and Section 17 provides the definitions of some capitalised terms and others are defined throughout the Terms of Service (highlighted with quotation marks and/or bold font).

1. ACCOUNTS

• REGISTRATION

You must register for an account with us (“Account”) as either a Business or an Agent to access the Platform and use certain portions of our Services. Registered users of our Services shall be collectively referred to as “Users” and each separately as “User” unless the context implies You personally.

Your Account registration is subject to approval by us. We reserve the right to decline a registration either to join Services or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

• ACCOUNT ELIGIBILITY

We offer the Services for Your business purposes only and not for personal or consumer use. By registering an Account or by using our Services, You represent that You: (a) are doing business under Your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any applicable licensing, registration, or other regulations and requirements, as well as provisions of the Terms of Use and all other documents included in the Terms of Service, with respect to Your business, or the business for which You are acting, and any offering or provision of Agent Services (as applicable). For the avoidance of doubt, such regulations and requirements include, without limitation, the jurisdiction of Your incorporation and/or residence, and any and all jurisdictions where You do Your business; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in Your country if the age of majority is over 18), and that You can form legally binding contracts.

• ACCOUNT PROFILE

To register for an Account to use our Services, You must complete a User profile (“Profile”), which will be part of Your Account and which You consent to be shown to other Users. You agree to provide accurate and complete information on Your Profile—and on all registration and other forms You access while using our Services and You agree to keep that information current. You agree not to provide any false or misleading information about Your identity or location, Your business, the beneficial owner(s) of Your business, Your skills, or the services Your business provides, and You agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account of, or restrict access to the Platform and our Services to, anyone who provides false, inaccurate, or incomplete information in creating, marketing, advertising, or maintaining a Profile or an Account.

• ACCOUNT TYPES

We offer two different Account types: Agent and Business.

If You create an Account on behalf of a company, You represent and warrant that You are authorised to enter into binding contracts, including the Terms of Service, on behalf of Yourself and the company.

• BUSINESS ACCOUNT PERMISSIONS

If You register as a Business and not as an Agent You may provide Your authorised employees with permissions to act on Your Account only as described in this Section 1.5 and only to the extent allowed by the Your Subscription Plan. You agree not to request or allow another person to create an Account for You, Your use, or Your benefit, except that an authorised employee (Senior Administrator) may create a Business Account on behalf of Your business. By granting other person(s) permissions under Your Business Account, including adding additional users, You represent that: (a) such person is authorised to act on Your behalf; (b) such person acknowledged and understood the contents of the Terms of Service; and (c) You are fully responsible and liable for what such person does and/or does not do, including with respect to making payments, entering into Agency Contracts and/or other agreements and complying with the Terms of Service. If any person granted permissions under Your Business Account violates the Terms of Service, it may affect Your ability to use our Services.

• IDENTITY AND LOCATION VERIFICATION

When You register for an Account and periodically thereafter, Your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm Your identity, Your location, and Your ability to act on behalf of Your business in the Services. You authorise us, directly or through third parties, to make any inquiries necessary to validate Your identity, Your location, and confirm Your relationship to, or ownership of, Your business, email address or financial accounts, subject to applicable law. When requested, You must timely provide us with complete information about Yourself and Your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify Your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.

• USERNAMES AND PASSWORDS

Unless otherwise is provided under the Terms of Service, each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of Your username and password, and agree not to share Your username or password with anyone. You are responsible for any use of our Services with Your username and password. You agree to notify us immediately if You suspect or become aware of any unauthorised use of Your Account or any unauthorised access to Your password. You further agree not to use the Account or log in with the username and password of another User.

2. OUR PURPOSE

Our Platform is designed to facilitate collaboration between Agents and Businesses and provides a seamless environment for Agents and Businesses to interact and enhance their commercial opportunities utilising a user-friendly interface, secure data management, and efficient communication channels. Subject to the Terms of Service, we provide the Services to Users, including hosting and maintaining our Platform, facilitating the formation of Agency Contracts and/or other agreements between Users.

• RELATIONSHIP WITH US

We offer the Platform that facilitates Users to find one another, enter into service relationships and agreements, receive and provide Agent Services. We neither perform nor employ individuals to perform Agent Services. You acknowledge and agree that we do not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under an Agency Contract and/or other agreements entered into between them and agree that: (a) we are not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) we are not responsible for the offering, performance, or procurement of Agent Services, (c) we do not make any representations about or guarantee any particular User’s offered products or services, and (d) nothing will create an employment, agency, or joint venture relationship between us and any User offering services.

You further acknowledge and agree that You, and not us, are solely responsible for (a) evaluating and determining the suitability of any Project, Business or Agent; (b) assessing whether to enter into an Agency Contract and/or any other agreement with other Users; and verifying any information about other Users; (c) deciding whether to enter into an Agency Contract and/or any other agreement as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. In conducting Your business with the use of our Platform You agree to rely solely on Your own research and judgment. All Agency Contracts and/or any other agreements between Users are directly between the Users and we are not a party to those contracts and agreements.

• TAXES AND BENEFITS

You acknowledge and agree that You are solely responsible for: (a) all tax liability associated with payments received from other Users, and (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that You are not covered by or eligible for any insurance from us; (c) determining and fulfilling Your obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if You live outside of the United Kingdom, determining if we are required by applicable law to withhold tax from any amounts received or to be received from You and notifying us of any such requirement and indemnifying us for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). You are responsible for paying all taxes arising in connection with any Agency Contract and/or any other agreement entered with another User.

In the event of an audit or another form of administrative inspection of us, You agree to promptly cooperate with us and provide copies of Your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing that You are engaging in an independent business as represented to us.

3. CONTRACTUAL RELATIONSHIP BETWEEN BUSINESS AND AGENT

• AGENCY CONTRACTS

If a Business and an Agent decide to enter into an Agency Contract and/or any other agreement, such agreement is a contractual relationship directly between the respective Business and Agent; and we are not responsible for and is not a party to any Agency Contract and/or any other agreement between Users and under no circumstances will any such agreement create an employment or any service or other relationship between us and any User.

With respect to any Agency Contract, Businesses and Agents may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand our rights and obligations under the Terms of Service, including this Agreement and any other applicable agreements to which we are a party.

• DISPUTES BETWEEN USERS

For disputes arising between Businesses and Agents, You agree to abide by the dispute resolution process of Your particular Agency Contract and/or any other agreement that may contain applicable provisions. If that process does not resolve Your dispute, You may pursue Your dispute independently, but You acknowledge and agree that we will not and are not obligated to provide any dispute resolution assistance.

If You seek an order from an arbitrator or court that might direct us or any of our affiliates to take or refrain from taking any action or otherwise affect us or our reputation, You shall (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting us, we will be promptly paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting us, we will be promptly paid for the reasonable value of the services the order obligates us to undertake.

• CONFIDENTIAL INFORMATION

When interacting with each other on the Platform Users may agree to any terms they deem appropriate with respect to confidentiality.

In the absence of such agreement, to the extent that You are provided with Confidential Information of another User, You shall take all reasonable steps to keep that information private and confidential. On such User’s written request, You shall promptly destroy or return such User it’s respective Confidential Information and any copies of it contained in or on Your premises, systems, or any other equipment otherwise under Your control. You specifically agree that this Section 3.3 equally applies to information exchanged for purposes relating to evaluating whether to enter into an Agency Contract and/or any other agreement, even if such agreement is never agreed to.

You represent and warrant to us in relation to Confidential Information of third parties that You agree not use the Platform to share with, and/or disclose to, other Users such third-party Confidential Information without first obtaining third party consent to disclose and/or share their Confidential Information.

4. SUBSCRIPTION PLANS

Access to the Platform is subscription-based and we offer a number of Subscription Plans for Agents and Businesses. The Subscription Plans are tailored to Users’ specific needs and budgets.                               

All Subscriptions Plans and corresponding Subscription Fees are detailed in the Fee Agreement.

5. FEES

• SUBSCRIPTION FEES

If You select a paid Subscription Plan, You agree to pay us Subscription Fees for accessing the Services as described in the Fee Agreement. You are responsible for paying all Subscription Fees when due as provided in the Fee Agreement and Terms of Service.

• VAT AND OTHER TAXES

We may be required by applicable law to collect or pay certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection and withholding requirements and rates may change based on changes to the law in Your area. Any amounts we are required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to us under the Terms of Service.

• NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

We do not introduce Businesses to Agents, or Agents to Businesses. We offer a Platform that enables Users to introduce themselves. Therefore, we do not charge any fees for introducing Users to each other or any success-based fees from any User.

6. NON-PAYMENT OR DEFAULT

The User will be deemed to be in “Default” if the User (i) fails to pay any amounts when due under the Fee Agreement or any other document incorporated under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by our authorised representative), and/or (ii) fail to pay an invoice issued to such User by us within 5 business days.

If You are in Default, we may, without notice, temporarily suspend or permanently close Your Account and revoke Your access to the Services, including Your ability to use the Platform, communicate with other Users or obtain any additional services from other Users through the Platform. However, You will remain responsible for any amounts that accrue on any open Projects at the time the access to Your Account is limited or revoked as a result of the Default. For the avoidance of doubt, we do not guarantee that any User is able or will be able to pay You any amounts due under any Agency Contract as a result of such User’s Default, and we are not liable for any fees or other amounts to be paid by one User to another User including events where any of them in Default.

Without limiting other available remedies, You shall pay us upon demand for any amounts owed to us, plus interest on the outstanding amount at the lesser of one and one-half per cent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

7. COMMUNICATING THROUGH THE PLATFORM

Unless otherwise provided in this Agreement or in the Terms of Service, You agree to use the communication services available on the Platform to communicate with other Users prior to entering into an Agency Contract. For security reasons, You are encouraged to use the Platform as the primary means to communicate with other Users and not to use or share Means of Direct Contact of another User to solicit or contact such a User outside of the Platform

For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact You directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Platform, or any information that would enable a user to contact You on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, WeChat, WhatsApp, Telegram, LinkedIn Instagram or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that includes an email address or identifying You through social media.

You acknowledge and agree that a violation of this Section 7 is a material breach of the Terms of Service and Your Account may be temporarily or permanently suspended for such violations.

8. RECORDS OF COMPLIANCE

You are solely responsible for creation, storage, and backup of Your business records. You agree that we have no obligation to store, maintain or provide You a copy of any content or information that You provide or share on the Platform, except to the extent required by applicable law.

9. WARRANTY DISCLAIMER

The Service Provider and its affiliates make no representation or warranty, express or implied, about the Services, including that the Services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

We are not liable, and You agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) Your use of or Your inability to use our Platform or Services; (ii) delays or disruptions in our Platform or Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Platform or Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Platform or Services; (v) damage to Your hardware device or damage to software installed on your device from the use of the Platform or Services; (vi) the content, actions, or inactions of third parties’ use of the Platform or Services; (vii) a suspension or other action taken with respect to Your Account; (viii) Your reliance on the quality, accuracy, or reliability of postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics or analytics found on, used on, or made available through the Platform; and (ix) Your need to modify practices, content, or behaviour or Your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will we, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. Our liability and liability of our affiliates, our licensors, and our third-party service providers to You for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of (a) 2,250 GBP or (b) any fees received by us from You during the three-month period preceding the date of the claim.

These limitations will apply to any liability arising from any cause of action whatsoever out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to You.

11. RELEASE

In recognition of the fact that we are not a party to any agreement between Users, You hereby release us, our affiliates, and our respective officers, directors, agents, representatives, subsidiaries, joint ventures, employees and service providers from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have with another User, whether it be at law or in equity, that exists as of the time You enter into this Agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the provided Agent Services and requests for refunds based upon disputes.

12. INDEMNIFICATION

You will indemnify, defend, and hold harmless us, our affiliates, and our respective officers, directors, agents, representatives, subsidiaries, joint ventures, employees and service providers (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) Your or Your agents’ use of the Services or the Platform, including any payment obligations or Default incurred through use of the Services or the Platform; (b) any Work Product or User Content related to Your use of the Services or the Platform; (c) any Agency Contract and/or any other agreement entered into by You or Your agents, including, but not limited to, the classification of a User as an independent contractor, any employment-related claims; (d) Your or Your agents’ failure to comply with the Terms of Service; (e) You or Your agents’ failure to comply with applicable law; (f) negligence, wilful misconduct, or fraud by You or Your agents; and (g) You or Your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights.

For purposes of this Section 12, the term Your agents shall include any person who has accessed or used Your Account as demonstrated by using Your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by You or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against You or a third party or other User.

13. AGREEMENT TERM AND TERMINATION

• TERMINATION

Unless both You and us expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided therein. In the event You properly terminate this Agreement, Your right to use the Services is automatically revoked upon expiration of Your then current Subscription Plan, and Your Account will be closed upon expiration of Your then current Subscription Plan.

You agree that we are not a party to any Agency Contract and/or any other agreement between Users. Consequently, You understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Agency Contract and/or any other agreement, or Project entered into between You and another User.

If You attempt to terminate this Agreement prior to the expiration of Your Subscription Plan, You agree that (a) You thereby authorise us to close Your Account on the expiration date of Your Subscription Plan and consent to such closure; (b) You will continue to be bound by this Agreement and the other Terms of Service until the expiration of Your Subscription Plan; (c) we will continue to perform our Services until the expiration of Your Subscription Plan; and (d) You will continue to be obligated to pay any amounts due under Your Subscription Plan until its expiration and subsequent closure of Your Account.

Without limiting our other rights or remedies, we may revoke or limit access to the Services, deny Your registration, or revoke Your access to the Platform and refuse to provide any or all Services to You if: (i) You breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that You have provided false or misleading information to us; (iii) we conclude that Your actions may cause legal liability for You or others; may be contrary to the interests of the Platform or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If Your Account is temporarily or permanently closed, You may not use the Platform under the same Account or a different Account or re-register for a new Account without our prior written consent. If You attempt to use the Platform under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by You to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Platform depend on transparency of Users’ Account status to all Users, including You and other Users who have entered into Agency Contracts and/or any other agreements with You. You therefore agree that: if we decide to temporarily or permanently close Your Account, we have the right (but no obligation) where allowed by law to: (a) notify other Users that have entered into Agency Contracts and/or any other agreements with You of Your closed Account status, and (b) provide those Users with a summary of the reasons for Your Account closure. You agree that we will have no liability arising from or relating to any notice that it may or may not provide to any User regarding closed Account status or the reason(s) for the closure.

• ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if Your Account is closed, You will no longer have access to information or material You kept on the Platform and any content stored in Your Account may be deleted, for which we expressly disclaim liability. We may retain some or all of Your Account information and/or data as permitted or required by law and the Privacy Policy.

• SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release You or us from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND US

In the event of a dispute arising from or related to these Terms of Service, the parties will first attempt to resolve the issue amicably. If such resolution is not achieved within a reasonable timeframe, the dispute will be escalated for formal resolution.

15. GOVERNING LAW AND DISPUTE RESOLUTION

The Terms of Service and any separate agreements whereby we provide the Services shall be governed by and construed in accordance with the laws of England and Wales. All disputes or claims arising out of or in connection with the Services provided by us shall be subject to the exclusive jurisdiction of English courts. By accepting this Agreement and the Terms of Service You agree to submit to the exclusive jurisdiction of English courts, and the information contained in Your Account is sufficient and shall be used by us, for the purposes of the service of process.

16. GENERAL

• ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, is the only agreement between You and us regarding the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

• MODIFICATIONS; WAIVER

Subject to the conditions set forth herein, we may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Platform. We will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the Platform and providing notice on the Platform or by email. If the Substantial Change includes an increase to Subscription Fees charged by us, we will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Subscription Fees, any temporary or promotional Subscription Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon us unless they are agreed in a written instrument signed by our duly authorised representative or posted on the Platform by us. Email will not constitute a written instrument as contemplated by this Section 16.2.

Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

• ASSIGNABILITY

This Agreement and any other documents comprising the Terms of Service and any rights or obligations hereunder may not be transferred or assigned by You unless You follow the provisions in this Section.

In order to assign this Agreement or any other document comprising the Terms of Service or Your Account to a successor after an acquisition of Your company or substantially all of Your assets, a merger, or another change in majority ownership of Your company, You must provide us with a written notice in the form of a letter to Attn: [NAME][ADDRESS] or email to [EMAIL] that includes (a) Your Account username, (b) Your name, (c) Your address, (d) Your telephone number, (e) Your email address, (f) a statement indicating the manner in which Your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If we do not object via email within 5 business days of receiving of an email or 7 business days of the receiving of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed.

No other assignments are valid without our prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.

• SEVERABILITY; INTERPRETATION

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

• FORCE MAJEURE

The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

• PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Platform is controlled and operated from our facilities in the United Kingdom.

• ACCESS OF THE PLATFORM OUTSIDE THE UNITED KINGDOM

We make no representations that the Platform or Services are appropriate or available for use outside of the United Kingdom. Those who access or use the Platform from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United Kingdom and abroad. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorisations from the appropriate government authorities. You also warrant that You are not prohibited from receiving UK origin products, including services or software.

In order to access or use the Services, You must and hereby represent that neither You, any company You represent, nor any beneficial owner of You or Your company are: (a) a citizen or resident of a geographic area in which access to or use of the Platform or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; or (b) a citizen or resident identified as high-risk by applicable law or involved in activities that could pose significant legal, financial, or reputational risks; or (c) a citizen or resident of, or located in, a geographic area considered high-risk or that is subject to UK or other sovereign country sanctions or embargoes. You agree that if Your country of residence or other circumstances change such that the above representations are no longer accurate, that You will immediately cease using the Services and Your right to use the Services will be immediately revoked.

• CONSENT TO USE ELECTRONIC RECORDS

We and our affiliates may need to provide You with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from us and our affiliates rather than in paper form.

17. DEFINITIONS

Capitalised terms not defined below or above have the meanings described in the Platform or elsewhere in the Terms of Service.

“Agency Contract” means the contractual provisions between an Agent and a Business for the provision of Agent Services to a Business.

“Agent Services” means all services performed for or delivered to Businesses by Agents.

“Agent” means any User registered as an Agent.

“Business” means any User registered as a Business.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Agent or Business; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Fee Agreement” means MezAgent Fee Agreement which forms part of the Terms of Service and the text of which is provided on the Platform www.mezagent.com

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Platform” means the online platform accessed using our Site.

“Project” means an engagement for Agent Services that an Agent provides to a Business under an Agency Contract and/or any other agreements on the Platform.

“Senior Administrator” means an authorised User of the Business who has full access rights to the Business Account and the authority to add, remove and replace additional Users under such Business Account.

“Services” are all services, applications and products provided by us that the User can access through Platform or otherwise provided in the Terms of Service.

“Site” means www.mezagent.com.

“Subscription Fee” means the recurring fee that Users are required to pay in order to access the Services provided by us and set forth in the Fee Agreement.

“Subscription Plan” means the specific plan chosen by the User that outlines the duration, cost, and level of access to our Services. Subscription Plans may vary by features, billing periods (monthly or annual), or other service-related attributes, and are subject to the terms and conditions set forth in the Fee Agreement.

“Substantial Change” means a change to the terms of the Terms of Service that materially reduces Your rights or increases Your responsibilities.

“Terms of Service” means this Agreement, and any and all other agreements and documents, as amended from time to time, which are listed on  www.mezagent.com under the heading Terms of Service, pursuant to which we provide our Services to the Users.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that any User post(s) to any part of the Platform or provide(s) to us, including such content or information that is originally generated through the use of generative AI tools or as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Agent agrees to create for, or actually delivers to, Business as a result of performing the Agent Services, including, but not limited to, configurations, computer programs, or other information, or customised hardware, and any intellectual property developed in connection therewith.

The term “including” as used herein means including without limitation.