Terms of Service

Version 1.0 · Effective August 20, 2026

Please read this first

These Terms of Service (the “Terms”) are a binding agreement between you and Mezzanine Labs, Inc. They govern your use of mezzanine.xyz and of the Mezzanine platform.

Clause 22 contains a binding arbitration agreement and a class action waiver. Unless you opt out within 30 days as clause 22.9 describes, you and Mezzanine agree that disputes will be resolved by individual arbitration, and you each give up the right to a jury trial and the right to take part in a class or representative action.

Mezzanine Labs, Inc. is not a money services business, not licensed to engage in money transmission or virtual currency services, and does not provide any regulated financial services. Certain applicable money transmission services are provided by 1Money USA, Inc., a licensed money transmitter. Mezzanine Labs, Inc. is not acting as an agent of 1Money USA, Inc.

Mezzanine is a technology company. It sells software. It is not a bank, a custodian, a payment processor, or a money services business, and it does not take custody or control of your funds or your digital assets. Clauses 8, 9, and 11 explain how that works, and they matter.

Part I: General

1. Definitions

“Mezzanine,” “we,” “us,” “our” means Mezzanine Labs, Inc., a Delaware corporation with its principal place of business at 135 Madison Avenue, 5th Floor, New York, NY 10016.

“Site” means mezzanine.xyz and any other website we operate that links to these Terms.

“Platform” means the Mezzanine application at app.mezzanine.xyz, together with our APIs, documentation, clients, and support.

“Services” means the Site and the Platform together.

“Customer” means the entity that opens a Mezzanine account. If you use the Platform in connection with your employment or engagement by an entity, that entity is the Customer and you are an Authorized User.

“Authorized User” means an individual the Customer permits to access the Platform under the Customer’s account.

“Customer Data” means all data, records, files, instructions, and other content a Customer or its Authorized Users submit to, or generate through, the Platform. Customer Data includes personal information about individuals who are not Mezzanine’s users, such as the Customer’s employees, contractors, service providers, vendors, investors, and counterparties.

“Documentation” means our published product documentation at docs.mezzanine.xyz, as it stands from time to time.

“Order Form” means a written or electronic ordering document, plan selection, or subscription confirmation identifying the Platform features, subscription term, and fees the Customer has agreed to, entered into under these Terms.

“Privacy Policy” means our privacy policy at mezzanine.xyz/privacy, as updated from time to time.

“Regulated Services” means money transmission, stablecoin issuance, redemption or conversion, virtual accounts, remittance, and other regulated financial services accessed through or alongside the Platform, all of which are provided by a Regulated Provider and not by Mezzanine.

“Regulated Provider” means a licensed money transmitter, bank, payment processor, custodian, identity verification provider, or other regulated third party whose services are accessed through or alongside the Platform. 1Money USA, Inc. is a Regulated Provider.

“you” means the individual reading these Terms and, where the context requires, the Customer on whose behalf that individual acts.

2. Acceptance and who is bound

By accessing the Site, creating an account, or using the Platform, you agree to these Terms. If you do not agree, do not use the Services.

If you accept these Terms on behalf of an entity, you represent that you have authority to bind it, and “you” means that entity. If you do not have that authority, you may not accept these Terms or use the Platform on the entity’s behalf.

A Customer is responsible for its Authorized Users’ compliance with these Terms and for all activity under its account, whether or not the Customer authorized it, except to the extent caused by Mezzanine’s breach of these Terms.

3. Eligibility and sanctions

You must be at least 18 and able to form a binding contract. The Services are offered for business and commercial purposes only, and are not intended for personal, family, or household use.

You may not use the Services if you are:

(a) located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive economic sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), the United Nations, the European Union, or the United Kingdom;

(b) a Specially Designated National, or otherwise listed on any restricted party list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations, the European Union, or the United Kingdom, or owned or controlled by any such person;

(c) acting on behalf of any person described in (a) or (b); or

(d) otherwise prohibited from using the Services under the laws applicable to you.

You represent that none of the above applies to you and will notify us immediately if that ceases to be true. We may suspend or terminate access without notice if we reasonably believe this clause has been or may be breached.

4. Availability of the Services

4.1 The Platform. The Platform is software. Subject to clause 3 and to applicable law, it is available to organizations in the countries where we offer it.

4.2 The Regulated Services are narrower, and deliberately so. The Regulated Services are available only in the states, jurisdictions, and countries where the Regulated Provider is licensed or authorized to provide them, and are not offered to any person in any jurisdiction where doing so would be unlawful. That footprint is set by the Regulated Provider, not by Mezzanine, and it changes. The fact that you can use the Platform does not mean the Regulated Services are available to you. Where they are not, the Platform will tell you.

4.3 Nothing here is an offer. Nothing on the Site or in the Platform is an offer to provide any regulated financial service, a commitment to make the Platform available to you, or a binding quotation, rate, or price except as stated in a signed Order Form.

4.4 Illustrations. Screenshots, figures, amounts, rates, names, and transaction examples shown on the Site are illustrative. They do not represent actual customer accounts, actual pricing, or actual results.

5. Changes to the Services

We may add, change, suspend, or discontinue any part of the Services, including individual features and integrations with Regulated Providers. Where a change materially and adversely reduces the core functionality of a paid subscription, measured against the Documentation as it stood on the date of the Order Form, we will give the Customer at least 30 days’ notice by email or in the Platform, and the Customer may terminate the affected subscription and receive a pro rata refund of prepaid, unused fees as its sole remedy.

Features labelled beta, preview, or early access are addressed in clause 15.

Part II: The Platform

6. Accounts and access

6.1 What we provide. The Platform features a Customer is entitled to use are those identified in its Order Form or plan, as described in the Documentation. The Documentation as it stands on the date of the Order Form is the description of the Platform for the purposes of these Terms. We do not commit to any service level, uptime target, or support response time except in a service level agreement signed by both parties.

6.2 Licence. Subject to these Terms and to payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term for the Customer’s internal business purposes.

6.3 Authorized Users. The Customer will ensure that each Authorized User accepts these Terms before accessing the Platform, and is responsible for their compliance. An Authorized User who uses the Platform is bound by these Terms in their own right, and clauses 20 and 22 apply to them.

6.4 Customer responsibilities. The Customer is responsible for:

(a) the accuracy, quality, and legality of Customer Data and the means by which it was acquired;

(b) configuring the Platform, including access controls, approval thresholds, signer sets, and notification settings, to match its own internal controls;

(c) keeping credentials confidential and promptly notifying us at security@mezzanine.xyz of any suspected unauthorized access; and

(d) provisioning and deprovisioning Authorized Users, including removing people who leave the Customer’s organization; and

(e) the acts and omissions of its Authorized Users and of any operator, agent, contractor, signer, service provider, or automated system it permits to act through its account, as if they were the Customer’s own.

6.5 Suspension. We may suspend an account or an Authorized User’s access, with notice where practicable, and without liability to you, if we reasonably believe continued access presents a security risk, is unlawful, breaches clause 12, would expose Mezzanine, a Regulated Provider, or another user to liability, or if a Regulated Provider, a regulator, or applicable law requires it. We will restore access once the cause is resolved. A Regulated Provider may separately suspend or terminate your access to the Regulated Services under its own agreement with you, at its own discretion, and we cannot overrule that decision and are not liable for it.

6.6 Integrations you enable. The Platform can connect to applications, wallets, protocols, accounting and payroll systems, data providers, and other services that we do not operate. You choose which to enable, and enabling one instructs us to exchange information with it. When you do:

(a) information from your account, which may include Customer Data, is sent to that service and is then governed by its terms and privacy policy, not ours;

(b) we are not responsible for that service’s security, availability, accuracy, pricing, conduct, or continued existence, and its failure is not our breach;

(c) you are responsible for reviewing what a service does with your information before you enable it, and for having the right to send that information to it; and

(d) we may suspend or remove an integration at any time, including where the service changes, breaks, or presents a risk, and we are not liable for the consequences of doing so.

Section 10 of the Privacy Policy describes the same thing from the data-protection side.

7. Customer Data

7.1 Ownership. As between the parties, the Customer owns all right, title, and interest in Customer Data. We acquire no rights in it other than those granted here.

7.2 Licence to operate. The Customer grants Mezzanine a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and support the Services, to comply with law, and as otherwise instructed by the Customer.

7.3 Our role.

(a) As processor. Where Customer Data includes personal information about individuals who are not Mezzanine’s own users, Mezzanine acts as a processor or service provider on the Customer’s documented instructions, and the Customer acts as the controller or business. The Customer is responsible for having a lawful basis to submit that information, for giving any notices and obtaining any consents required, and for responding to requests those individuals make about it. Mezzanine will provide reasonable assistance, at the Customer’s expense where the assistance is not trivial, in responding to those requests and to any regulator enquiry about them.

(b) As controller. Mezzanine acts as a controller or business in its own right for the data described in clause 7.6, for Authorized User account, authentication, and activity-log information, and for information it collects for its own purposes, as the Privacy Policy describes.

(c) What a Regulated Provider does is its own. Where you provide information to a Regulated Provider through the Platform, or a Regulated Provider provides information to us, that provider acts as an independent controller of the information it holds, under its own privacy policy. It is not our processor and we are not its processor. Clause 8 explains this relationship.

7.4 What we will not do. Mezzanine will not sell Customer Data, will not share it for cross-context behavioural advertising, will not retain, use, or disclose it for any purpose other than performing the Services or as applicable privacy law permits, and will not combine it with personal information received from other sources except as that law permits.

7.5 Data Processing Addendum. The Data Processing Addendum at mezzanine.xyz/dpa (“DPA”) is incorporated into these Terms and applies to the extent Mezzanine processes personal information on the Customer’s behalf. It governs in the event of a conflict with these Terms on data protection matters, and includes the European Commission’s Standard Contractual Clauses and the UK Addendum where those apply.

7.6 Usage data. We collect and generate technical and usage data about how the Services are operated and used, including logs, event and performance metrics, error reports, and feature usage. We may use that data, and data derived from Customer Data only after it has been aggregated and de-identified so that it can no longer reasonably be used to identify any individual or the Customer, to operate, secure, support, analyse, and improve the Services and to produce statistics about our business. Customer Data that has not been aggregated and de-identified is used only as clauses 7.2 and 7.4 permit. We will not disclose aggregated or de-identified data in a form that identifies the Customer or any individual, will not attempt to reidentify it, and will require the same of any recipient.

7.7 Machine learning and artificial intelligence. Mezzanine does not use Customer Data or personal information to train large language models or other machine learning models, and does not sell or otherwise make it available to any third party for that purpose. Where a Platform feature uses a third-party artificial intelligence service, we identify that service in the Privacy Policy. The output of any such feature is provided for your review and is not a decision, a recommendation, or a substitute for your own judgement or professional advice.

7.8 Return and deletion. On termination, and on request during the subscription term, we will make Customer Data available for export in a commercially reasonable format for 30 days. Within 30 days after that export period we will delete or de-identify Customer Data, except for records we are required to retain under clause 7.9 and except for copies in routine backups, which are deleted no later than 35 days after the underlying record is deleted. After the export period we have no obligation to retain Customer Data or to make it available to you, and you should not rely on the Platform as your only copy of anything you need to keep.

7.9 Records we are required to keep. Some records cannot be deleted on request. Where law, a regulator, or a Regulated Provider requires us to retain a record for a defined period, we retain only what that requirement covers, continue to protect it under clauses 17 and 18, and delete it when the period ends. Records relating to referrals to a Regulated Provider, to the consents and disclosures you accepted, and to complaints and related communications are retained for ten years, because our agreement with that provider requires it. The Privacy Policy sets out the full retention schedule.

8. The Regulated Services are provided by 1Money USA, Inc.

8.1 Licensing and regulatory status.

Applicable money transmission services are provided by 1Money USA, Inc. 1Money USA, Inc. (NMLS ID # 2628653) is registered with the U.S. Financial Crimes Enforcement Network as a Money Services Business and is licensed as a money transmitter in various U.S. states. See 1Money USA, Inc.’s Licenses for a complete list of state licenses and customer complaint contact information.

8.2 No agency; not a money transmitter.

Mezzanine Labs, Inc. is not a money services business, not licensed to engage in money transmission or virtual currency services, and does not provide any regulated financial services. Certain applicable money transmission services are provided by 1Money USA, Inc., a licensed money transmitter. Mezzanine Labs, Inc. is not acting as an agent of 1Money USA, Inc.

8.3 You contract directly with 1Money USA, Inc. Mezzanine refers users to 1Money USA, Inc. If you use the Regulated Services, you enter into a separate agreement directly with 1Money USA, Inc. and become its customer for those services. You are subject to its terms, its privacy policy, its cookie policy, its electronic communications consent, and its identity verification requirements. All movement of fiat currency and digital assets in connection with the Regulated Services occurs directly between you and 1Money USA, Inc., or the financial institutions it uses, through channels 1Money USA, Inc. controls.

8.4 Mezzanine’s role. Mezzanine is a Referral Partner of 1Money USA, Inc. Its role is limited to referring users, marketing as permitted by law, providing first-line support for its own interface, and integrating the Platform with 1Money USA, Inc.’s systems. Mezzanine does not at any point receive, hold, take custody of, control, or transfer your funds or digital assets; does not maintain any account used to collect, net, prefund, settle, or disburse your funds; does not act as merchant of record, settlement agent, or payment intermediary; and does not access, store, transmit, or control private keys, seed phrases, signing credentials, recovery secrets, or other authorization mechanisms used to initiate or approve your transactions.

8.5 Terms set by 1Money USA, Inc. Eligibility, approval, identity verification, fees, exchange rates, spreads, limits, processing times, and the decision to approve, decline, delay, suspend, or terminate any account or transaction are determined by 1Money USA, Inc. and not by Mezzanine, and may change. Mezzanine does not set, modify, mask, override, or supplement them. Current fees and rates are published by 1Money USA, Inc. at 1money.com/pricing.

8.6 Transaction processing and availability.

Transactions are processed by 1Money USA, Inc. and may be subject to review, delay, or blocking if fraud, money laundering, sanctions violations, or other illegal activity is suspected. 1Money USA, Inc. reserves the right to refuse any transaction in accordance with applicable law and its customer terms. 1Money USA, Inc. provides disclosures regarding its applicable fees and transaction receipts for each transaction facilitated by an End User on its platform in the ordinary course of 1Money’s provision of its Services.

8.7 Account information shown in the Platform. Where the Platform displays information about an account you hold with a Regulated Provider, including amounts, values, and transaction status, that information is supplied by that provider and relates to an account you hold with that provider, not with Mezzanine. Mezzanine does not hold or control that account or the funds or assets in it. Information may be delayed or incomplete, and the Regulated Provider’s own records govern.

8.8 Other Regulated Providers. The Platform also connects to other Regulated Providers. Each relationship is governed by that provider’s own terms. Mezzanine is not responsible for the acts, omissions, solvency, performance, security, or availability of any Regulated Provider, and a Regulated Provider’s failure is not a breach of these Terms by Mezzanine.

8.9 Financial account connections. Where you connect a bank or other financial account to the Platform, you authorize us and our service providers to access the account information you direct us to access. Access is read-only unless you separately authorize a payment through the relevant Regulated Provider, and no movement of funds occurs without your authorization through that provider. You may revoke a connection at any time in the Platform, and revocation applies prospectively.

8.10 If our arrangement with a Regulated Provider ends. See clause 14.5.

9. Non-custodial; risk; your instructions

9.1 No custody. Mezzanine does not take custody or control of your funds or digital assets. Assets you manage through Mezzanine remain in wallets and accounts that you control, or are held by the licensed providers you choose to use. Mezzanine does not access, store, or control private keys, seed phrases, signing credentials, or recovery secrets, does not maintain any account used to collect, hold, settle, or disburse your funds, and cannot initiate a transfer that you have not authorized.

9.2 Not deposits; not insured. Amounts and values shown in the Platform are not deposits and are not insured. They are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, the National Credit Union Administration, or any other public or private insurer, and are not protected against theft, cyber theft, loss or compromise of private keys, smart contract failure, or the insolvency or failure of Mezzanine, of any Regulated Provider, or of any stablecoin issuer. 1Money USA, Inc. is not a bank and does not offer FDIC-insured products or services.

9.3 Irreversibility.

WARNING: BLOCKCHAIN TRANSACTIONS ARE IRREVERSIBLE. FUNDS SENT TO AN INCORRECT ADDRESS, OR SENT AS A RESULT OF FRAUD OR ERROR, MAY BE PERMANENTLY UNRECOVERABLE. MEZZANINE CANNOT REVERSE, CANCEL, OR RECOVER A TRANSACTION ONCE IT HAS BEEN BROADCAST.

9.4 Stablecoin and virtual currency risk.

Stablecoins, including payment stablecoins are not legal tender, and are not backed by the full faith and credit of the United States, guaranteed by the United States Government, subject to deposit insurance by the Federal Deposit Insurance Corporation, or subject to share insurance by the National Credit Union Administration. You understand and accept the risks of holding and transacting in stablecoins, including the risk of de-pegging, liquidity constraints, and issuer default. Virtual currencies and digital assets of all types, including stablecoins, are subject to a number of risks. Engaging in any activity regarding virtual currencies or digital assets may result in losses. Certain platforms that offer virtual currencies and digital assets may not be regulated and may not implement or maintain appropriate customer protections available with regulated platforms, products, and services. Regarding any money transmission services provided by 1Money USA, Inc. while stablecoins are designed to maintain stable value, 1Money USA, Inc. does not guarantee the value of any stablecoin, and makes no recommendations regarding buying or selling digital assets. Accordingly, the level of risks may be too high for some based on their unique circumstances. Virtual currencies and digital assets, including stablecoins, may not be deemed not legal tender. While a person currently may be able to acquire and hold virtual currencies and digital assets, including stablecoins, there is a risk that, in the future, it may not be possible to transfer, trade, use, or redeem virtual currencies and digital assets, including stablecoins. The past performance of a virtual currency or digital asset is not a benchmark for future performance, nor is it a reliable indicator of future results or performance.

9.5 You are responsible for your instructions. You are solely responsible for the accuracy of every payment instruction you submit or approve, including the payee, the destination address or account details, the network selected, the asset, and the amount. Details you enter or approve are used as submitted. Mezzanine has no duty to detect, and does not warrant that it will detect, an incorrect, altered, duplicated, or fraudulent instruction.

9.6 Payment fraud. Business email compromise, invoice fraud, vendor impersonation, and social engineering are common in payments. You are responsible for verifying payee and account details through a channel independent of the one in which they were received, before approving a payment. Approval workflows, wallet verification, and contact records are controls you configure and operate. They are not a guarantee that a payment is legitimate, and Mezzanine is not liable for a payment you or your Authorized Users authorized.

9.7 Key and access loss. You are responsible for the security, custody, and backup of your private keys, seed phrases, hardware signing devices, and recovery material. Mezzanine cannot recover them and cannot restore access to assets secured by them.

9.8 Blockchain networks. Public blockchain networks are operated by third parties and by nobody in particular. Network congestion, fee volatility, forks and chain reorganizations, protocol and consensus changes, validator or sequencer failure or censorship, bridge and cross-chain messaging failure, oracle failure or manipulation, smart contract and token defects and exploits, and the failure of a token or of a stablecoin to hold its stated value are outside anyone’s control, including ours. A transaction may fail, be delayed, be reordered, or be included at a cost different from the one estimated. Information recorded on a public blockchain is public and permanent and cannot be deleted or amended by us or by you.

9.9 Your wallets, including multisignature wallets.

(a) Bring your own, or create one. You may connect a multisignature or other wallet you already control, or create a new one through the Platform. Either way, the wallet is yours. You hold the keys and you control the signers, the signing thresholds, and the policy. Mezzanine does not hold, generate access to, escrow, back up, or recover your keys, seed phrases, signing devices, or recovery material, is not a signer on your wallet, and cannot move an asset out of it. Creating a wallet through the Platform does not make Mezzanine a custodian of it or of anything in it.

(b) Our software reduces the chance of a mistake. It does not remove it. Features such as address books, wallet verification, allowlists, simulation and preview, approval workflows, threshold enforcement, and screening exist to make certain errors less likely. They are controls you configure and operate, they depend on the information you and third parties put into them, and they are not a guarantee that a destination is correct, that a counterparty is legitimate, or that a transaction will do what you expect.

(c) You are responsible for your assets. You are responsible for the security, custody, and backup of your keys and recovery material; for who you make a signer and at what threshold; for the destination, network, asset, and amount of every transfer you approve; and for the consequences of each. The most common ways to lose digital assets permanently are losing key material and sending to the wrong destination. Neither is recoverable by Mezzanine, by a Regulated Provider, or by anyone. Test with a small amount first when a destination is new to you.

(d) Approving a malicious payload is still your approval. Signing a transaction, granting a token allowance, or authorizing a contract interaction that turns out to be malicious has the same effect as any other approval you give. Read what you are signing. We cannot reverse it and cannot recover what it moves.

(e) Smart contract wallets carry their own risk, and their security is not ours to give. A multisignature wallet is software built and maintained by someone else. Its contract code, the network it runs on, the interfaces you use to reach it, and any module or upgrade you enable can fail or be exploited, and a configuration that locks out its own signers cannot be undone by us. Nothing in these Terms is a representation or warranty by Mezzanine about the security, correctness, or availability of any third-party wallet software, smart contract, or signing device, whether or not we support it, recommend a default, or display it in the Platform.

9.10 Automation, agents, and instructions we do not type.

(a) What this covers. Some instructions reach the Platform without a person clicking at that moment: recurring and scheduled payments, rules and workflows you configure, API and integration calls made with your credentials, and features in which an automated or artificial-intelligence system drafts, prepares, proposes, or submits an action.

(b) They are your instructions. An instruction submitted or approved through your account, including by any automation, agent, script, integration, or artificial-intelligence feature you enable or permit, is treated as authorized by you and has the same effect as if an Authorized User had entered it by hand. You are responsible for what you automate, for the rules and thresholds you set, for the credentials you issue, and for supervising the result.

(c) Preparation is not approval, and we do not blur the two. Where an artificial-intelligence feature drafts a payment, a document, a classification, a reconciliation, or a message, its output is a proposal for your review, not a decision and not advice. It may be wrong, incomplete, or out of date. You are responsible for reviewing it before you act on it, and clauses 10 and 11 apply to it in full.

(d) Keep a human where it matters. You are responsible for deciding which actions require human approval and for configuring the Platform accordingly. If you choose to let an automated system initiate or approve a transfer without a person reviewing it, that is your decision and its consequences are yours. Mezzanine is not liable for a transaction initiated, approved, or executed by an automation, agent, or artificial-intelligence feature operating under your account.

(e) We may stop an automation. We may pause, rate-limit, or disable an automation or integration under clause 6.5 if it is malfunctioning, abusive, or presenting a risk, without liability to you.

10. Compliance tools are not compliance advice

The Platform includes features that support your own compliance programme, which may include sanctions and watchlist screening, wallet risk signals, identity verification workflows, document retention, and reporting.

These are tools, not determinations. Screening and risk signals are generated using third-party data sources that may be incomplete, delayed, or inaccurate. A result of “no match,” “low risk,” or “verified” is not a representation that a person, entity, wallet, or transaction is lawful, sanctions-compliant, or free of risk, and it does not discharge any obligation you have under sanctions, anti-money-laundering, counter-terrorist-financing, tax, securities, or other law.

You remain solely responsible for your own regulatory obligations, for your own compliance programme, and for the decisions you make using these features. Mezzanine is not a compliance service provider, is not a consumer reporting agency, and does not provide legal, regulatory, tax, accounting, or investment advice.

11. No advice

Content in the Services is general information only. This includes anything the Platform calculates, models, classifies, reconciles, scores, summarizes, translates, drafts, or generates for you, including documents, schedules, reports, tax or accounting outputs, valuations, projections, screening results, and templates. A workflow tool that helps you produce something is not a professional providing it. Everything of that kind is a starting point for your own review and for your own advisers, and using it does not create any advisory, fiduciary, or professional relationship between you and Mezzanine.

None of it is investment, legal, tax, accounting, regulatory, or compliance advice, and none of it is an offer or solicitation to buy or sell any asset or security. Mezzanine makes no recommendation about buying, selling, or holding any digital asset and does not endorse any stablecoin, issuer, blockchain network, protocol, or Regulated Provider. Obtain your own professional advice before acting.

Mezzanine is a technology company. It sells software. It is not, and does not hold itself out as: a bank, savings association, or credit union; a trust company; a custodian or sub-custodian; a money services business, money transmitter, or virtual currency business; a payment processor, payment facilitator, payment service provider, merchant of record, settlement agent, or payment intermediary; a broker-dealer, investment adviser, exchange, or transfer agent; a lender or credit provider; a payroll provider or employer of record; a consumer reporting agency; a compliance service provider; or a tax adviser, accounting firm, or law firm. It does not provide banking, custodial, money transmission, payment processing, settlement, brokerage, investment, lending, payroll, legal, tax, or accounting services, and it does not provide consumer financial products or services.

Mezzanine is not a bank, receiving bank, beneficiary’s bank, or intermediary bank for the purposes of Article 4A of the Uniform Commercial Code, and does not act in any of those capacities.

12. Acceptable use, your representations, and cooperation

12.1 Acceptable use. You will not, and will not permit any Authorized User or third party to:

(a) use the Services in violation of any law, including sanctions, anti-money-laundering, counter-terrorist-financing, export control, securities, tax, consumer protection, or privacy law;

(b) use the Services to facilitate money laundering, terrorist financing, fraud, sanctions or tax evasion, market manipulation, or any transaction involving proceeds of crime;

(c) submit false, misleading, or fraudulent information, impersonate any person, or submit another person’s personal information without authority to do so;

(d) use the Services to build, train, or benchmark a competing product or service;

(d1) copy, reproduce, emulate, or imitate the Services’ user interface, screen designs, interaction flows, workflow sequences, information architecture, feature set, or documentation, in whole or in substantial part, for the purpose of building, marketing, or operating another platform, product, or service, whether or not it competes with us and whether or not you do so directly;

(e) reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, except to the extent that restriction is prohibited by applicable law;

(f) scrape, crawl, spider, or harvest the Services other than as our robots.txt expressly permits, or use the Services or their output to train a machine learning model without our prior written consent;

(g) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure, except under a written authorization from us;

(h) interfere with or disrupt the integrity, performance, or availability of the Services, including by exceeding documented rate limits or introducing malicious code;

(i) resell, sublicense, time-share, or make the Platform available to any third party other than Authorized Users, or use it as a service bureau; or

(j) remove, obscure, or alter any proprietary notice or any disclosure required by clause 8.

We may investigate suspected breaches and may report them to law enforcement or to a Regulated Provider. We may suspend access under clause 6.5 while we do so.

12.2 Your representations. You represent and warrant, on each occasion you use the Services, that: you are duly organized and have authority to enter into and perform these Terms; you and your Authorized Users comply with clause 3; every transaction you initiate or approve is authorized by you and is for a lawful purpose; you have the right to submit all Customer Data and to have it processed as these Terms contemplate; you maintain your own compliance programme appropriate to your business, including as to sanctions, anti-money-laundering, tax, employment, and payments law; and you do not rely on Mezzanine to discharge any obligation the law places on you.

12.3 Cooperation with regulators and Regulated Providers. Regulated Providers operate under supervision, and their regulators and banking providers impose diligence obligations that reach their referral relationships. You will provide, promptly and at your own expense, information and records we reasonably request in order to respond to a regulator, a Regulated Provider, or a Regulated Provider’s banking provider or auditor, in connection with your use of the Services, and you agree we may disclose that information for that purpose. We will limit any disclosure to what the request reasonably requires and will tell you it is happening unless we are prohibited from doing so. Failure to cooperate may require us to suspend the affected features under clause 6.5.

12.4 APIs, credentials, and automated access. Where we make an API, SDK, webhook, or developer credential available, it is licensed under clause 6.2 for your own use of the Platform and for no other purpose. You will: keep credentials, keys, and tokens secret and rotate them promptly if exposed; not share them with, or issue them to, anyone other than your Authorized Users and contractors acting for you, who remain your responsibility under clause 6.4(e); use documented endpoints and stay within documented rate limits; and not circumvent, disable, or attempt to defeat any authentication, rate limiting, quota, entitlement check, or other technical restriction. You will not access the Services by automated means other than through our published interfaces, and you will not resell, redistribute, or provide third parties access to the Services through your credentials. We may throttle, revoke, or rotate credentials, and change or deprecate an API on reasonable notice, in each case without liability to you.

13. Fees, invoicing, and taxes

13.1 Plans. Mezzanine offers:

(a) a pay-as-you-go plan, with a one-time activation fee and charges based on your use of the Platform; and

(b) subscription plans, with a recurring fee and defined usage allowances.

The plan that applies to you, and its current fees and allowances, are those set out in your Order Form or plan selection, or published at mezzanine.xyz/pricing at the time you subscribe. All amounts are in U.S. dollars unless we agree otherwise in writing.

13.2 Activation fee. The one-time activation fee on the pay-as-you-go plan is payable when your account is activated. It is non-refundable and is not credited against later charges.

13.3 You see a usage charge before you incur it. On the pay-as-you-go plan, and for usage above an allowance on a subscription plan, we show you the applicable Mezzanine charge as an explicit, separately identified line item at the point of use, before you confirm the action. If we have not shown you a charge, we do not charge it.

13.4 Allowances and use above them. Each subscription plan includes the usage allowances described in your Order Form or plan. Use above an allowance is charged at the incremental rates for that plan, shown to you under clause 13.3. Current usage against allowance is shown in the Platform.

13.5 Costs charged by someone other than Mezzanine. Some costs of moving value are unavoidable and are not ours. They include blockchain network fees, commonly called gas, which are set by the network and paid to its validators, and transaction, orchestration, conversion, and similar fees charged by a Regulated Provider. Those amounts are set, charged, and disclosed by the network or the Regulated Provider concerned. Mezzanine does not set, modify, mask, override, or supplement them, does not receive them, and is not a party to them. They are separate from, and shown separately to, anything Mezzanine charges you.

13.6 Our reimbursement of those costs, and the limit on it. Where your plan includes it, Mezzanine reimburses you, as a commercial commitment of its own, for eligible costs of the kind described in clause 13.5 that you incur through the Platform during a billing period. Reimbursement:

(a) is calculated after the end of the billing period and applied as a credit to your account, or paid, at our election;

(b) covers only the categories of cost your plan identifies as eligible; and

(c) is capped, in any billing period, at the amount of the recurring Mezzanine plan fee for that period. We do not reimburse more in a period than we charged you for the plan itself. Nothing unused carries over to another period, and a plan with no recurring fee does not include reimbursement unless the plan says otherwise.

Reimbursement does not change what any third party charges you, does not make Mezzanine the provider of anything, and does not make Mezzanine a party to a charge between you and someone else. It does not apply to costs arising from an instruction you or your Authorized Users got wrong, from a transfer sent to an incorrect destination, or from a plan that does not include it. We may change or withdraw it prospectively on 30 days’ notice.

13.7 Invoicing and payment. We may invoice, or charge a payment method you provide. Unless an Order Form says otherwise, invoiced amounts are due within 30 days of the invoice date. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you will reimburse reasonable costs of collection.

13.8 Automatic renewal and cancellation. Unless an Order Form says otherwise, a subscription term renews automatically for successive periods equal to the expiring term unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Where the Customer has authorized a recurring charge, it continues until cancelled. The Customer may cancel at any time in the Platform or by writing to billing@mezzanine.xyz, and we will act on a cancellation request without requiring a call, a retention conversation, or any other additional step.

13.9 Fee changes. We may change fees, allowances, and incremental rates effective at the start of a renewal term on at least 30 days’ notice, and may change pay-as-you-go rates on at least 30 days’ notice. A changed rate applies only to use after it takes effect, and clause 13.3 means you will see it before you incur it. If a Customer does not accept a change it may elect not to renew.

13.10 No refunds. Except where these Terms expressly provide otherwise, fees are non-refundable and payment obligations are non-cancellable.

13.11 Suspension for non-payment. If an amount is more than 15 days overdue we may, on at least 10 days’ written notice, suspend access until payment is made. Suspension does not relieve you of the obligation to pay.

13.12 Taxes. Fees are exclusive of sales, use, VAT, GST, and similar taxes, which you will pay, other than taxes on Mezzanine’s net income. If we are required to collect a tax we will invoice it. If you are exempt you will provide valid documentation.

13.13 Amounts charged to us because of your activity. If a bank, network, Regulated Provider, or other third party charges, debits, reverses, claws back, or fines Mezzanine an amount attributable to your use of the Services, to a transaction you or your Authorized Users initiated or approved, or to your breach of these Terms or of applicable law, you will reimburse us that amount on demand, together with any reasonable costs we incur in dealing with it. This clause does not apply to an amount caused by Mezzanine’s own breach, gross negligence, or wilful misconduct.

13.14 Set-off. We may set off any amount you owe us under these Terms against any amount we owe you, including a credit under clause 13.6. You will pay all amounts due without set-off, counterclaim, or deduction.

14. Term, termination, and suspension

14.1 Term. These Terms apply from your first use of the Services and continue until terminated. A Customer’s subscription term is as stated in its Order Form or plan.

14.2 Termination by the Customer. A Customer may terminate a subscription at the end of its then-current term under clause 13.8, or immediately for Mezzanine’s material breach that remains uncured 30 days after written notice.

14.3 Termination by Mezzanine. We may terminate or suspend the Services, in whole or in part, immediately on notice if: the Customer materially breaches these Terms and does not cure within 30 days of notice; the Customer breaches clause 3, clause 12, or a payment obligation; the Customer becomes insolvent or subject to a bankruptcy or similar proceeding; or we are required to do so by law, by a regulator, or by a Regulated Provider.

14.4 Effect. On termination, the Customer’s right to access the Platform ends, accrued fees become due, and clauses 7.8 and 7.9 govern export, deletion, and retention of Customer Data. Clauses 1, 3, 7.1, 7.4, 7.5, 7.6, 7.8, 7.9, 9, 10, 11, 13, and 16 through 24, together with any other clause that by its nature should survive, survive termination.

Your assets are not ours to end. Wallets you control, and the assets in them, are unaffected by termination: you hold the keys before, during, and after, and you keep access through any interface that reaches the relevant network. The same is true of any account you hold with a Regulated Provider, which clause 14.5 addresses. What ends is your right to use the Platform, not your ownership or control of anything.

14.5 If our arrangement with a Regulated Provider ends. If our arrangement with a Regulated Provider ends or is suspended, the features that depend on that provider may become unavailable. We will give you as much notice as we are permitted to give, and where the affected features are material to a paid subscription the Customer may terminate the affected subscription on notice and receive a pro rata refund of prepaid, unused fees as its sole remedy. Your own account with that provider, and any funds or assets held under it, belong to your relationship with that provider and are unaffected. You may continue to access that account directly through the provider’s own channels, and we will not prevent or discourage you from doing so.

15. Beta and preview features

We may make features available that are identified as beta, preview, early access, or similar. They are provided for evaluation, are not generally available, may be changed or withdrawn at any time, may not work as documented, and are excluded from any service level, support commitment, or warranty. They are provided “as is,” and clauses 19 and 20 apply to them in full. Do not use a beta feature for a production workflow or for a transaction you cannot afford to have fail.

Part III: Terms applying to everything

16. Intellectual property

16.1 Ours. The Services, including all software, source and object code, APIs and SDKs, content, design, user interface, screen layouts, interaction and workflow flows, and information architecture, documentation, and the Mezzanine name, logo, and other marks, are owned by Mezzanine or its licensors and protected by intellectual property law. Clause 12.1(d1) states the corresponding restriction on copying or emulating them. Except for the rights expressly granted in clause 6, no rights are granted to you by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

16.2 Third-party marks. Names, logos, and marks of third parties, including those of Regulated Providers, are the property of their respective owners. Their appearance in the Services does not imply endorsement, sponsorship, or affiliation. 1Money is a trademark of 1Money USA, Inc.

16.3 Feedback. If you send us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit it without restriction or obligation to you. Do not send us anything you consider confidential or proprietary as feedback.

16.4 Publicity. Neither party may use the other’s name or marks in publicity without prior written consent, except that Mezzanine may identify the Customer as a customer, and use the Customer’s name and logo, on its website and in sales materials. The Customer may revoke that permission at any time by writing to marketing@mezzanine.xyz.

16.5 Copyright complaints. If you believe material in the Services infringes your copyright, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to our designated agent: Copyright Agent, Mezzanine Labs, Inc., 135 Madison Avenue, 5th Floor, New York, NY 10016, copyright@mezzanine.xyz. We may remove material and terminate repeat infringers.

17. Confidentiality

Each party may receive information of the other that is marked confidential or that would reasonably be understood to be confidential, including Customer Data, non-public product and security information, and pricing. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if required by law or legal process, after giving prompt notice where legally permitted, and may disclose it to its regulators and to a Regulated Provider’s regulators and banking providers to the extent reasonably necessary to meet regulatory expectations.

18. Security, incidents, subprocessors, and diligence

18.1 Safeguards. We maintain an information security programme designed to protect the confidentiality, integrity, and availability of the Services and Customer Data, appropriate to the nature of the data and the risk profile of the Services. It includes role-based access controls on a least-privilege basis, multi-factor authentication for administrative access, encryption of sensitive data in transit and at rest, network security controls, regular security testing and vulnerability remediation, logging and monitoring, incident response planning, personnel training, and diligence on the providers we use. Our current security practices are described at mezzanine.xyz/security. No system is completely secure, and we do not warrant that the Services will be free from unauthorized access.

18.2 Security incident notification. If we become aware of a security incident that has resulted in unauthorized access to, acquisition of, disclosure of, or loss of Customer Data, we will notify the Customer without undue delay and in any event within 72 hours of confirming it. The notice will describe what we know about the nature of the incident, the categories and approximate volume of data involved, the likely consequences, the measures we have taken or propose to take, and a contact point. We will provide further information as our investigation develops, will cooperate with the Customer’s own notification obligations, and will not require the Customer to delay its own regulatory notifications. Our notice is not an acknowledgement of fault or liability.

18.3 Subprocessors. We use third parties to process Customer Data on our behalf. A current list is at mezzanine.xyz/subprocessors. We remain responsible for their performance of our obligations under these Terms, and bind them to obligations no less protective than these. We will give the Customer at least 30 days’ notice before adding or replacing a subprocessor that processes Customer Data, by email to the account contact and by updating that list. If the Customer reasonably objects on data-protection grounds within that period, the parties will discuss the objection in good faith, and if it cannot be resolved the Customer may terminate the affected subscription and receive a pro rata refund of prepaid, unused fees as its sole remedy.

18.4 Customer diligence. On reasonable notice and no more than once in any twelve-month period, we will respond to a reasonable written security questionnaire and provide our then-current security documentation under an obligation of confidence. This clause does not entitle the Customer to access our systems, our premises, or any other customer’s data.

18.5 Insurance. We maintain commercially reasonable Commercial General Liability, Technology Errors and Omissions or Professional Liability, and Cyber and Privacy Liability insurance. Certificates are available to a Customer on reasonable request.

18.6 Who secures what. Security here is shared, and the split is not a formality.

We are responsible for the security of the Platform itself: our code, our infrastructure, our hosting and network configuration, our internal access controls, our own personnel, and our diligence on the subprocessors in clause 18.3.

You are responsible for everything on your side of the line: your devices, browsers, and networks; your credentials, API keys, tokens, and their rotation; your identity provider and its configuration; who you make an Authorized User, an administrator, or a signer, and at what approval thresholds; your private keys, seed phrases, signing devices, and recovery material; your own personnel, contractors, and their offboarding; the automations and integrations you enable; and the security of any third-party system, wallet software, or service you connect. A compromise that originates on your side is not our breach, and no safeguard we operate can compensate for a credential you have shared or a signer you have not removed.

19. Disclaimers

19.1 EXCEPT FOR THE EXPRESS COMMITMENTS MADE IN CLAUSES 7.4, 7.7, 18, AND 21.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEZZANINE AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

19.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. BALANCES, POSITIONS, TRANSACTION HISTORIES, ACCOUNTING AND LEDGER DATA, PRICES, RATES, ANALYTICS, SCREENING AND RISK RESULTS, GENERATED DOCUMENTS AND REPORTS, AND ANYTHING RECEIVED FROM OR SENT TO AN INTEGRATION OR A REGULATED PROVIDER MAY BE DELAYED, INCOMPLETE, OUT OF DATE, OR INCORRECT, AND WE DO NOT WARRANT THAT ANY OF THEM IS ACCURATE, COMPLETE, OR CURRENT. THE RECORDS OF THE RELEVANT BANK, PROVIDER, OR BLOCKCHAIN NETWORK GOVERN, NOT OURS.

19.3 WE MAKE NO WARRANTY REGARDING ANY REGULATED PROVIDER, ANY BLOCKCHAIN NETWORK, ANY STABLECOIN OR ITS ISSUER, OR ANY TRANSACTION EXECUTED BY A PARTY OTHER THAN MEZZANINE, AND WE ARE NOT LIABLE FOR THEIR ACTS, OMISSIONS, DELAYS, OR FAILURES.

19.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN THOSE JURISDICTIONS THE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED.

20. Limitation of liability

20.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

20.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEZZANINE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED:

(a) for a Customer with a paid subscription, the greater of the fees paid by that Customer to Mezzanine in the 12 months immediately preceding the event giving rise to the claim, or US$1,000; and

(b) for any other user, including any user of the Site and any user of the Platform who has not paid fees to Mezzanine, US$100.

20.3 Loss of digital assets. WITHOUT LIMITING CLAUSES 20.1 AND 20.2, MEZZANINE IS NOT LIABLE FOR ANY LOSS OF, OR LOSS OF ACCESS TO, FUNDS OR DIGITAL ASSETS, INCLUDING LOSS RESULTING FROM AN INCORRECT OR FRAUDULENT PAYMENT INSTRUCTION, A TRANSACTION YOU OR YOUR AUTHORIZED USERS AUTHORIZED, LOSS OR COMPROMISE OF KEYS OR CREDENTIALS, THE FAILURE OR ACT OF A REGULATED PROVIDER OR BLOCKCHAIN NETWORK, OR THE FAILURE OF A STABLECOIN OR ITS ISSUER.

20.4 Exceptions. Clauses 20.1 and 20.2 do not limit: a party’s liability for fraud or fraudulent misrepresentation; liability for death or personal injury caused by negligence; a Customer’s payment obligations; a Customer’s breach of clause 3 or clause 12; a Customer’s indemnification obligations under clause 21.1; or any liability that cannot be limited by law. Mezzanine’s indemnification obligation under clause 21.2 is subject to a separate cap of two times the amount in clause 20.2(a).

20.5 Basis of the bargain. These limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, in which case they apply to the fullest extent permitted.

21. Indemnification

21.1 By you. You will defend, indemnify, and hold harmless Mezzanine and its officers, directors, employees, and agents from and against any third-party claim, and any resulting loss, liability, damage, penalty, cost, and reasonable legal fee, arising out of or relating to: your use of the Services; Customer Data, including any claim that it infringes a third party’s rights or was collected or submitted unlawfully; your breach of these Terms or of applicable law; a transaction you or your Authorized Users authorized; or your relationship with a Regulated Provider.

21.2 By Mezzanine. We will defend a Customer against a third-party claim that the Platform, used in accordance with these Terms, infringes that third party’s U.S. patent, copyright, or trademark, and will pay amounts finally awarded or agreed in settlement, subject to clause 20.4. This does not apply to a claim arising from Customer Data, from use in combination with anything not provided by us, from modification of the Platform, or from continued use after we provide a non-infringing alternative. If the Platform becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue using it, modify it, or terminate the affected subscription and refund prepaid, unused fees. This clause states our entire liability for infringement claims.

21.3 Procedure. The indemnified party will promptly notify the indemnifying party, give it sole control of the defence and settlement, except that no settlement admitting liability or imposing a non-monetary obligation may be made without consent not unreasonably withheld, and provide reasonable cooperation at the indemnifying party’s expense.

22. Dispute resolution; arbitration; class action waiver

PLEASE READ THIS CLAUSE CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIM.

22.1 Informal resolution first. Before starting an arbitration or a court proceeding, the complaining party will send a written Notice of Dispute to the other describing the claim and the relief sought, to legal@mezzanine.xyz and Mezzanine Labs, Inc., Attn: Legal, 135 Madison Avenue, 5th Floor, New York, NY 10016 if to Mezzanine, and to the address or email on file if to you. The parties will attempt in good faith to resolve the dispute for 30 days from receipt. Whether this clause has been complied with is a question for the arbitrator. Any limitation period, including the period in clause 22.11, is tolled from the date the Notice of Dispute is sent until the end of that 30 day period.

22.2 Agreement to arbitrate. Except as clause 22.5 provides, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, breach, termination, or validity, will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or its Streamlined Arbitration Rules where those apply, as modified by these Terms, and not in court.

22.3 Governing arbitration law. These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this clause 22.

22.4 Procedure and costs. The arbitration will be conducted by a single neutral arbitrator with experience in commercial contracts, preferably in fintech or financial services. The seat will be New York, New York, and the arbitration may proceed by written submission, telephone, or video conference unless the arbitrator orders otherwise. You may elect to attend any in-person hearing remotely. The language will be English. The arbitrator has exclusive authority to resolve any dispute about the scope, enforceability, or formation of this clause 22, except as clauses 22.5(c) and 22.6 provide, which are for a court.

Mezzanine will pay all filing, administrative, and arbitrator fees for an individual arbitration you commence, to the extent those fees exceed what it would have cost you to file the same claim in a court of competent jurisdiction, unless the arbitrator determines your claim was frivolous or brought for an improper purpose. Each party otherwise bears its own legal fees, except where a statute or the arbitrator’s award provides otherwise.

The arbitrator may award any relief a court could award to the individual party seeking it, and may not award relief to or against anyone who is not a party, except as clause 22.5(c) provides.

22.5 Exceptions. Notwithstanding clause 22.2:

(a) either party may bring an individual action in small claims court, in a court with jurisdiction over the place where you reside or do business, and clause 23’s exclusive venue does not apply to such an action;

(b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement or misappropriation of intellectual property or breach of clause 17;

(c) a claim for public injunctive relief is severed from arbitration and may be brought in a court of competent jurisdiction. Any such claim is stayed pending the conclusion of the individual arbitration of the parties’ other claims. Clause 22.6 does not apply to and does not waive a claim for public injunctive relief, and the severance of such a claim does not affect the enforceability of the remainder of this clause 22; and

(d) this clause 22 does not apply to you to the extent applicable law makes a pre-dispute agreement to arbitrate unenforceable against you, including where you are a consumer resident in a jurisdiction whose law so provides. In that case clause 23 governs, and nothing in these Terms deprives you of the protection of any mandatory provision of the law of the place where you are resident.

22.6 Class action waiver. YOU AND MEZZANINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding. Whether this clause 22.6 is enforceable is for a court, not the arbitrator, to decide. If it is found unenforceable as to a particular claim or request for relief, that claim or request is severed and heard in court under clause 23, and the remainder of clause 22 continues to apply to all other claims.

22.7 Coordinated filings. If 25 or more similar demands for arbitration are filed against Mezzanine by or with the assistance of the same or coordinated counsel, the parties will cooperate with JAMS to group the demands into batches of no more than 50 for the appointment of a single arbitrator, the resolution of common issues, and the setting of fees. Any limitation period is tolled for demands awaiting their batch.

22.8 Jury trial waiver. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND MEZZANINE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

22.9 Your right to opt out. You may opt out of clause 22 by sending written notice to legal@mezzanine.xyz, or to Mezzanine Labs, Inc., Attn: Legal, 135 Madison Avenue, 5th Floor, New York, NY 10016, within 30 days of the date you first accept these Terms or first use the Services, whichever is later. The notice must state your name, a clear statement that you wish to opt out of arbitration, and enough information for us to identify you, which may be the email address associated with your use of the Services or, if you have not given us one, the approximate date on which you used the Services. Opting out will not affect any other part of these Terms, will not affect your use of the Services, and will not disadvantage you in any way. If you opt out, clause 23 governs.

22.10 Changes. If we change clause 22 after the date you first accepted these Terms, you may reject the change by writing to legal@mezzanine.xyz within 30 days of the change, in which case the version of clause 22 in effect when you last accepted continues to apply between us. Clause 24.1’s continued-use rule does not apply to clause 22: continuing to use the Services after a change to clause 22 is not acceptance of that change if you have rejected it under this clause. We keep dated copies of every published version of these Terms and will provide the version that applies to you on request to legal@mezzanine.xyz.

22.11 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after it accrues, or it is permanently barred. This period is tolled during any period under clause 22.1 or clause 22.7, and does not apply to any claim for which a shortened limitation period is prohibited by applicable law, including any claim under a statute that fixes its own limitation period and forbids contractual shortening.

22.12 Confidentiality. The arbitration and any related proceedings are confidential, and information disclosed in them may not be used outside the arbitration or disclosed to third parties except to enforce the award or as required by law. Nothing in these Terms limits either party’s ability to respond to regulators, law enforcement, or supervisory authorities, including in connection with examinations, investigations, or mandatory reporting.

23. Governing law and venue

These Terms, and any dispute arising out of or relating to them or to the Services, including non-contractual claims, are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. To the extent a dispute is not subject to arbitration under clause 22, the state and federal courts located in New York County, New York have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. This clause does not apply to an action permitted by clause 22.5(a), and nothing in these Terms deprives you of the protection of any mandatory consumer-protection provision of the law of the place where you are resident.

24. General

24.1 Changes to these Terms. We may change these Terms. We will post the updated version with a new version number and date at the top and, for a change that materially affects a Customer’s rights or obligations, give at least 30 days’ notice by email to the account contact or by notice in the Platform before it takes effect. Continued use of the Services after the effective date means you accept the change, except as clause 22.10 provides for changes to clause 22. If you do not accept a change you may stop using the Services and, if you are a Customer, terminate the affected subscription by notice given before the change takes effect, in which case you will receive a pro rata refund of prepaid, unused fees. That is your sole remedy for a change made under this clause.

We keep dated copies of each published version. To request the version that applied on a particular date, write to legal@mezzanine.xyz.

24.2 Order of precedence. If a Customer and Mezzanine have entered into a separate written agreement signed by both parties covering the Platform, that agreement governs to the extent of any conflict with these Terms, followed by any Order Form, then the DPA on data protection matters, then these Terms. In all other cases these Terms govern. No purchase order or other Customer document has any effect on these Terms, and any conflicting or additional terms in it are rejected.

24.3 Entire agreement. These Terms, together with the Privacy Policy, the DPA, and any Order Form, are the entire agreement between the parties on their subject matter and supersede all prior proposals, understandings, and communications. Except as clause 24.2 provides, neither party has relied on any statement not set out in these Terms.

24.4 Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets, provided the successor is not a competitor of Mezzanine and assumes these Terms in full. We may assign these Terms freely. Any attempted assignment in breach of this clause is void.

You may not assign, sell, or transfer a claim against Mezzanine arising out of or relating to these Terms or the Services to any third party, and any purported assignment of such a claim is void. This does not restrict your right to be represented by counsel of your choosing.

24.5 Notices and electronic communications. You consent to receive communications from us electronically, including these Terms, changes to them, notices, disclosures, and records, and agree that electronic delivery satisfies any legal requirement that a communication be in writing. You may withdraw this consent, or request a paper copy, by writing to support@mezzanine.xyz; withdrawal may mean we can no longer provide the Services to you. To receive electronic communications you need a device with a current browser, an email account, and the ability to read and store PDF files. Keep your email address current with us. Your consent to electronic communications from Mezzanine is separate from any consent a Regulated Provider requires, which that provider will obtain from you directly.

What we send, and what you can turn off. Some messages are part of the service and you cannot opt out of them while you hold an account: transaction and approval notifications, security and authentication alerts, service and availability notices, billing and payment messages, legal and policy notices, and anything we are required to send. Product announcements, newsletters, research, and other marketing messages are separate: you can unsubscribe from those at any time using the link in the message or by writing to support@mezzanine.xyz, and doing so does not affect the service messages above. You may set which optional notifications each Authorized User receives in the Platform.

Notices to you may be given by email to the address on your account, by posting in the Platform, or, for notices about the Site, by posting on the Site, and are effective when sent or posted. Notices to us must be sent to legal@mezzanine.xyz and to Mezzanine Labs, Inc., Attn: Legal, 135 Madison Avenue, 5th Floor, New York, NY 10016, and are effective on receipt.

24.6 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including an act of God, natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, change in law, failure of a public network or utility, failure or congestion of a blockchain network, or the unforeseeable and prolonged failure of a Regulated Provider for which no commercially reasonable alternative is available. This clause does not excuse a payment obligation and does not excuse a failure caused by a party’s own acts or omissions.

24.7 Severability. If any provision is held unenforceable it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions continue in full force.

24.8 No waiver. A failure to enforce a provision is not a waiver of it or of any other provision, and no waiver is effective unless in writing.

24.9 Relationship. The parties are independent contractors. Nothing in these Terms creates a joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

24.10 No third-party beneficiaries. These Terms do not create rights in any third party, except that clauses 19, 20, and 21 are for the benefit of Mezzanine’s officers, directors, employees, agents, licensors, and suppliers.

24.11 Export. You will comply with U.S. export control and sanctions laws and will not export, re-export, or provide access to the Services in violation of them.

24.12 U.S. Government users. The Platform is “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights stated in these Terms.

24.13 Language. These Terms are made in English. Any translation is for convenience, and the English version governs.

25. Contact, support, and complaints

Mezzanine Labs, Inc. 135 Madison Avenue, 5th Floor New York, NY 10016

Legal notices: legal@mezzanine.xyz · Privacy: privacy@mezzanine.xyz · Security: security@mezzanine.xyz · Billing: billing@mezzanine.xyz

Support and complaints.

For support with 1Money USA, Inc. services (account access, transactions, regulatory compliance): Email: support@1money.com Phone: 1-866-963-4008

For technical support with the Mezzanine Labs, Inc. platform: Email: support@mezzanine.xyz

To file a formal complaint regarding 1Money USA, Inc. services: Email: compliance@1money.com

You may also contact your state financial regulator regarding applicable money transmission services provided by 1Money USA, Inc. See 1Money USA, Inc.’s Licenses for state-specific complaint contacts.

We aim to acknowledge a complaint within 2 business days and to provide a substantive response within 15 business days. We keep a log of complaints and how they were resolved.