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Please read these Terms and Conditions (T&Cs or Contract) thoroughly before using the Mezadi website and services, as defined below. This Contract sets forth the terms and conditions for use of our (Mezadi ) website and services. BY REGISTERING FOR AND/OR USING THE SERVICES IN ANY MANNER, YOU (CUSTOMER) CONFIRM AND AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS CONTRACT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES REFERENCED HEREIN, EACH OF WHICH IS INCORPORATED HEREIN BY THIS REFERENCE AND EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME AS SET FORTH BELOW, TO THE EXCLUSION OF ALL OTHER TERMS. Please refrain from using our services if you do not unconditionally accept this Contract. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract with Mezadi covering its use of the Services, then that contract shall govern instead.
You agree that disputes between you and Mezadi shall be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. In this Contract, “Customer” shall refer to you, and to the company if you are accepting on behalf of that company; and “Mezadi ” shall refer to Mezadi INC, an United States company with its principal place of business at, 10432 Balls Ford Rd. Suite 300, Manassas, Virginia, 20190, USA. Mezadi and Customer are each referred to in this Contract as a “Party” and collectively as the “Parties.” In consideration of the terms and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Mezadi offers a variety of communication-enabling services (“Services”) described at www.mezadi.org (the “Website”), which include online signup documentation, technical support, the website itself, and the features, functionality, and integration provided through Mezadi ’s owned platform. This Contract governs the Parties’ respective obligations regarding all Services provided to or used by Customer.
The term of this Contract shall commence from the date you sign up for the Mezadi services on the website mentioned above.
Customer hereby represent and warrants that: 1. it is duly organized, validly existing and in good standing under the laws of Virginia and is duly authorized to do business and use the Services in all jurisdictions in which Customer operates; 2. It has the capacity and authority to execute this Contract and to consummate the transactions contemplated by this Contract. 3. All the information, statements, representations, and warranties provided by Customer contained in this Contract and/or in any certificate, schedule or other document are true, accurate and complete in all material respects and do not contain any untrue statement or concealed any material fact; (4) they shall abide and bound by all applicable laws, rules, regulations, notifications, circulars and generally accepted industry standards that apply to the performance of the services; (5) they have all licenses, approvals, certificates, permits or authorizations (the Permits) required to be obtained for the business and operations of their companies. All such Permits are valid and in full force and effect in the country where the services are being availed of; (6) Customer shall inform Mezadi promptly of any change in Customer’s eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or any known unauthorized activity from the Customer’s account. The Customer represent that they are aware of the anti-spamming laws of the land and applicable penalties and warrant that they will not indulge in any sort of spamming, commercial or un-solicited communication and messages will not fall under the spam category, as defined by the laws of the country of use. If any compliance issues arise due to sending messages on Opt-in and / anti-spam category numbers, they will provide adequate opt-in proof to close the respective spamming complaint and indemnify Mezadi against all penalty, liability or claim, including all legal expenses incurred by Mezadi due to such spamming from the Customer’s account. (as per operator’s consideration).
Customer warrant that they shall be solely liable for the content of the messages and Mezadi is free from any kind of liability that may occur due to the content of the messages.
The Customer undertakes that they or any person related to Customer using the service shall not: (1) make or send any objectionable, adverse, offensive, derogatory, obscene, vulgar, unauthorized content, message or communication with reference to any corporations, brands, personality (living or dead), communities (living or extinct), city, building, geographical feature, etc. that can be singularly / uniquely identified in the world, gender, animals, physical / racial attributes, organizations, religious associations, political parties, governments (state and central), anyone’s private life, any other commercial and non-commercial entities; (2) send or make any content, message or communication infringing intellectual property rights and international & domestic cyber laws, in any form or inconsistent with the applicable laws. The use of the Services for anti-national activities would be construed as an offense punishable under the law of the land or any other applicable law; (3) send or make any content, message or communication, which is lascivious or appeals to the prurient interest or the effect whereof, is such as to tend to deprave or corrupt any person; (4) send stock tips without possessing a license for the same; (5) Send any lottery messages; and/or (6) send any content opposed to standards of morality or decency, or to be opposed to public policy; (7) Decode, decompile, disassemble, reverse engineer or otherwise attempt to adopt any source code or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions; or (8) Change, adjust, translate, or otherwise tamper with the derivative works of any part of the Services, except as may be authorized by Mezadi .
The Customer also undertakes to follow the regulations regarding commercial messages according to the law of the land. In case any unsolicited commercial communications are made which are against the law of the land, the Customer shall pay the penalty laid under the regulations provided by the relevant statutory authority.
The Customer also undertakes that all transactional User ID(s) provided by Mezadi will be used only for sending messages to opt-in registered mobile numbers. These messages will be transactional in nature and will not contain any commercial, unsolicited or defamatory communication which may violate the norms of any applicable law or provisions.
Customer shall be responsible to connect via HTTP to the Mezadi network at their own cost which is inclusive of necessary facilities or equipment required to connect to Mezadi network. Notwithstanding deletion of Customer’s Account, Mezadi may retain Customer data as reasonably necessary for compliance with applicable law. However, Mezadi shall not be responsible for saving Customer’s data and is not responsible for data storage on behalf of the Customer.
Customer shall indemnify Mezadi from all claims, liabilities, expenses, costs, loss or damages of whatsoever nature (including legal costs on a full indemnity basis incurred by either Party) arising out of or in connection with the breach of this Contract, including without prejudice to the generality of the foregoing: (1) Breach of any applicable laws; (2) Any act, omission, fraud and negligence or default of officers, employees or agents of each Party. (3) Breach of warranty and representations and any other terms and conditions of this Contract; (4) Any infringement of intellectual property rights of each party or any third party raising claims against the other Party; (4) Any non-compliance or contravention of provisions of anti-spamming regulations as per the law of the land or any other regulation implemented by any government or statutory authority; (5) any public liability claims, environmental damage and industrial accidents.
Customer covenants to observe and comply with all state regulations and all health and safety precautions in respect of the Services under this Contract. The Customer shall, at all times, comply with all applicable laws and rules /regulations / notifications / circulars issued from time to time in relation to the subject matter of this Contract (all collectively referred to as Applicable Laws).
1. Either Party can terminate this Contract by providing a thirty (30) days prior written notice to the other Party. 2. Mezadi have rights in its sole discretion, to terminate the services in writing without any liability incurred by Customer or third party, if Mezadi receives one or more notice regarding violation of the anti-spamming regulations of the land. 3. In addition to any other rights at law or in equity, Mezadi may immediately and without notice, suspend the delivery of Services and/or terminate this Contract by written notice to the Customer to terminate this Contract forthwith in its entirety, if Customer: (i) becomes insolvent or bankrupt or ceases paying its debts generally as they mature (ii) commits a breach of any of the terms of this Contract and fails to remedy such breach within seven (7) calendar days after receipt of written notice thereof.
Upon termination or expiration of this Contract, each Party shall return all copies of the other Party’s Confidential Information. Termination or expiration shall not affect the obligations of either Party that accrued prior to the effective date of termination or expiration. Mezadi shall be entitled to receive due amount for all services performed and expenses accrued or incurred after such expiration or termination.
Except as otherwise provided in law or as expressly stated in this Contract, Mezadi shall not be liable to the Customer and/or its Customer for any direct or indirect loss or damage due to any failure, degradation or interruption of service in its network or any other network or connection involved in the provision of the Services under this Contract. CUSTOMER ACCEPTS TOTAL RESPONSIBILITY FOR ALL RISK ARISING FROM ITS (AND OF ITS CUSTOMERS) USE OF, AND INABILITY TO USE, ANY SERVICE. EXCEPT AS SPECIFICALLY SET FORTH IN AN APPLICABLE ORDER SIGNED BY A PARTY, THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. Mezadi MAKE NO WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND, EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION PROVIDED BY Mezadi OR ITS SUBCONTRACTORS WILL CREATE A WARRANTY.
This Contract is personal to the Customer and shall not be assigned or transferred by Customer without the prior written consent of Mezadi.
The Services shall at all times be subject to force majeure conditions including but not limited to any act of God like fires, strikes, embargoes, war, insurrection, riots and other causes beyond the reasonable control of Company. Except for the obligations to make payments here under for traffic sent, neither Party will be responsible for failure to fulfill its obligations under the Contract due to events beyond its control or due to causes beyond its sub-contractors' control.
Customer shall not use the brand name or trade mark/logo of Mezadi for promotion and/or marketing, without express prior written permission of Mezadi. During the term of the Contract, either Party may provide to the other Party proprietary and confidential information that it considers essential for the conduct of this arrangement. Each Party agrees to hold proprietary and confidential information of the other Party in confidence and to protect it against disclosure to the public and/or third parties. The parties shall take such reasonable steps to protect Confidential Information of other party as it will take precaution to protect own Confidential Information. The Parties shall make the information available only to those of its employees or agents who need to have access to it for the purpose of this Contract and who in advance have been obligated to confidentiality. Upon termination of the Contract, each Party shall immediately return all confidential business documentation or information of the other Party. Each Party agrees to use the information exclusively for the purposes of this Contract and not make it available to any third party nor exploit the information commercially. The confidentiality obligations of Customer shall survive the expiration/ termination of this Contract.
Confidential Information shall not apply where it: 1. Is or becomes available in public domain; 2. Is lawfully obtained from a source that is not under an obligation of confidentiality; 3. Is in the possession of other Party in written or other recorded form at the time of disclosure; 4. Is independently developed by either Party without use of such Confidential Information; 5. If other Party is legally compelled to disclose such Confidential Information. Provided that other Party shall give prompt notice to disclosing Party and co-operate with the disclosing Party to obtain protective order; 6. The disclosing Party was required under law to disclose to any judicial, statutory or governmental body. Without obtaining the prior written consent of the other Party hereto, a Party shall not (i) refer to itself as an authorized representative of the other Party in promotional, advertising or other materials; (ii) use the other Party’s logos, trademarks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party or this Contract.
All notices required by this Contract to be given by Customer to Mezadi shall be in English, unless otherwise is specifically agreed upon, and shall be forwarded by hand delivery or sent by registered mail on Mezadi Registered office address or sent by Email at: email@example.com Each Party shall update the other Party in writing with respect to a new address to which any notice, demand, request or communication may thereafter be so given, served, or sent.
This Contract and its continuance hereof is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorizations, licenses and permits as may be required or deemed necessary by the Customer, and the Customer shall use commercially reasonable efforts to obtain and continue the same in full force and effect. The Customer shall not use the services in any manner or for any purpose which constitutes a violation of applicable laws or regulations in any jurisdiction in which the Services are being provided.
If any provision of this Contract shall be found to be invalid or unenforceable, the invalidity or un-enforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Parties shall make best efforts to rectify such unenforceable provisions forthwith. The failure of either Party to enforce at any point of time any provision of this Contract shall not be considered to be a waiving off of the right of such Party thereafter to enforce each and every such provision.
This Contract will be governed by and construed in accordance with the laws of the United States of America, without regard to conflicts of law principles. Any and all litigation concerning this Contract pursued shall be brought only in the courts at Virginia.
Each of the Parties hereto shall now and forever bear its own costs and attorneys’ fees both in connection with the execution of this Contract and any and all enforcement thereof.
This Contract (including all documents incorporated herein specifically by reference) constitutes the entire and exclusive understanding of the Parties with respect to its subject matter and supersedes all proposals and prior Contracts (whether oral or written) between the Parties relating to the services provided here under. No subsequent Contract between the Parties concerning the Services shall be effective or binding unless it is made in writing and executed by both Parties hereto. This Contract may be executed in as many counterparts as may be required, each of which when delivered is in original but all of which taken together constitute one and the same instrument. Facsimile and/or electronic mail and the facsimile execution pages may execute this Contract and receipt of electronic mail will be binding upon the executing Party to the same extent as the original executed pages.
The execution of this Contract and the performance of any of the provisions hereof shall not be construed to constitute or be deemed to establish a joint-venture or partnership or an agency (relationship of principal & agent) between the parties hereto. All Appendixes/Annexures attached hereto or referred to in this Contract are hereby incorporated and shall form an integral part hereof. Any capitalized terms used in these Appendixes/Annexures but not otherwise defined therein shall have the meaning as defined in this Contract.