Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the EngageNow platform, website, and services (collectively, the “Platform”). The Platform is operated by Start Now Limited NZBN (9429045939068) trading as EngageNow (“EngageNow,” “we,” “us,” or “our”).

By accessing or using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of a company, organisation, or other entity, then “you” means that entity, and you represent and warrant that you are authorised to bind that entity to these Terms and accept them on the entity’s behalf.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context requires otherwise:

Agency means any professional service provider that registers on the Platform to offer services to Clients.

Client means any business entity that registers on the Platform to engage Agencies for professional services.

Commission means the fee payable to EngageNow for facilitating connections and processing payments between Clients and Agencies through the Platform.

Content means all information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials submitted, posted, displayed, or otherwise made available on the Platform.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, trade secrets, know-how, confidential information, patents, inventions, discoveries, and any other intellectual property rights recognised by law.

Payment Processing Fees means the fees charged by third-party payment processors, including but not limited to Stripe and PayPal, for processing payment transactions through the Platform.

Platform means the EngageNow website, applications, and all services provided by EngageNow to users.

Project means a specific engagement between a Client and an Agency facilitated through the Platform.

Services means the services provided by Agencies to Clients as facilitated through the Platform.

User means any person who accesses or uses the Platform, whether as a Client, Agency, or otherwise.

1.2 Interpretation

In these Terms, unless the context otherwise requires headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; a reference to a party includes its executors, administrators, successors and permitted assigns; words importing a gender include any gender; a reference to a person includes a natural person, corporation, partnership, joint venture, association; and no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

2. PLATFORM OVERVIEW AND RELATIONSHIP BETWEEN PARTIES

2.1 Platform Function

We provide and maintain a digital marketplace platform designed to facilitate commercial connections between business entities seeking professional services (“Clients”) and professional service providers with multi-member teams (“Agencies”). The Platform encompasses various professional service categories, including but not limited to professional consultancy, technical development, creative services, and business support services globally.

2.2 Revenue Structure

The Platform operates on a transaction-based revenue model whereby we process payments from Clients for services rendered by Agencies, retain a commission as consideration for Platform services, and disburse the remaining funds to the relevant Agency. No subscription or membership fees are required to access the basic functionality of the Platform.

2.3 Platform as Facilitator

Our role is strictly limited to providing and maintaining the Platform infrastructure that enables commercial introductions and payment processing services. We are not a party to any service contract formed between Clients and Agencies, do not provide professional services directly to Clients, and shall not be deemed to have any agency, partnership, employment, fiduciary, or joint venture relationship with any User of the Platform. No Client or Agency has any authority to bind us in any way. We are not responsible for the performance, acts, or omissions of any Client or Agency.

2.4 AI-Enhanced Facilitation

The Platform incorporates advanced artificial intelligence technologies designed to facilitate optimal connections between Clients and Agencies. These AI systems are engineered to enhance human commercial relationships rather than supplant them. The Platform’s AI functionality operates in accordance with principles of algorithmic transparency, whereby we provide explanations of recommendation methodologies.

It ensures equitable treatment, using objective data-driven matching based on relevant commercial factors including demonstrated capabilities and project requirements. The AI system maintains user autonomy, recognising that while AI systems may generate recommendations, all final commercial decisions remain exclusively within the purview of the respective Users. Users acknowledge that our AI systems analyse submitted data solely for the purpose of facilitating Platform functionality and in accordance with the Privacy Policy.

2.5 No Warranties Regarding Users

We make no representations or warranties regarding the qualifications, capabilities, credibility, or reliability of any User. We do not endorse or recommend any User, and expressly disclaim any responsibility for the conduct or performance of any User. All Users are advised to exercise appropriate due diligence prior to entering into commercial arrangements with other Users.

3. ACCOUNT REGISTRATION AND MANAGEMENT

3.1 Eligibility Requirements

To register for and use the Platform, a User must represent a business entity with authority to act on its behalf; be at least 18 years of age; have the legal capacity to enter into binding agreements; complete the registration process; and accept these Terms.

The Platform is designed for business-to-business relationships between companies seeking services and professional agencies with at least two team members. We reserve the right to refuse or revoke access to any User at our discretion.

3.2 Registration Obligations

In completing the registration process, Users must provide certain basic information, including but not limited to first name, last name, and email address. Users undertake to provide current, complete, and accurate information as requested. Additional information may be required to complete a profile or access certain Platform features. Users further agree to maintain and promptly update their registration information to ensure its continued accuracy and completeness. Each User shall be solely responsible for maintaining the confidentiality of their account credentials and for all activities occurring under their account. Users shall notify us immediately of any unauthorised use of their account or any other breach of security.

3.3 Account Verification

We reserve the right to verify the identity and information of any User. All User accounts are subject to email verification upon registration. Users may be asked to provide additional information to confirm their account details or professional qualifications. Users agree to cooperate with reasonable verification requests, which may include confirming contact information, business details, or professional experience. We may suspend or terminate accounts where verification cannot be completed satisfactorily.

3.4 Account Classification

The Platform maintains distinct account classifications with differing functionalities:

(a) Client Accounts are designated for business entities seeking to procure professional services.

(b) Agency Accounts are designated for professional service providers that maintain a minimum of two active team members.

3.5 Account Restrictions

Users expressly agree not to create or maintain multiple accounts for the same business entity; create accounts on behalf of third parties without proper authorisation; transfer, sell, or assign account access to any third party without our prior written consent; or submit false, misleading, or fraudulent information in connection with the account. Violation of these restrictions may result in immediate account termination at our discretion.

4. PLATFORM USAGE REQUIREMENTS

4.1 Acceptable Use Standards

Users agree to access and use the Platform solely for legitimate business purposes consistent with these Terms. Users are responsible for ensuring their own activities on the Platform comply with laws and regulations applicable to them in their respective jurisdictions. Users shall maintain professional conduct in all Platform interactions and utilise the Platform’s features and functionality as intended by us.

4.2 Prohibited Activities

Users shall not engage in any of the following: using the Platform for any unlawful purpose or in violation of applicable laws; infringing upon the intellectual property rights of any third party; posting or transmitting content that is defamatory, obscene, threatening, or otherwise objectionable; interfering with the technical operation or security of the Platform; circumventing or attempting to circumvent the Platform’s payment system; misrepresenting qualifications, credentials, or affiliations; or submitting false reviews or testimonials.

We reserve the right to investigate potential violations and take appropriate action, including account suspension or termination.

4.3 Content Requirements

Users are solely responsible for ensuring that all Content they submit to the Platform is accurate and not misleading; does not violate any laws or regulations applicable to the User; does not infringe upon the intellectual property rights of third parties; and is free from malicious code, viruses, or other harmful components.

Users acknowledge that they retain ultimate responsibility for all Content they submit to the Platform, and we have no obligation to review or monitor Content for compliance with these requirements.

4.4 Platform Monitoring and Enforcement

We may, but are under no obligation to, monitor Platform usage and Content for compliance with these Terms. We reserve the right, in our sole discretion, to remove any Content, suspend access to Platform features, or terminate accounts if we believe, that a User has violated these Terms or that such action is necessary to protect our interests or those of other Users.

We may report activity we reasonably believe to be unlawful to appropriate authorities. Our decision not to take action in any particular instance does not constitute a waiver of our rights to enforce these Terms in other circumstances. Any action or inaction by us with respect to monitoring or reviewing Content does not constitute any representation about the compliance of such Content with these Terms or applicable law.

4.5 Non-Circumvention

Users agree not to use our Platform to identify potential Clients or Agencies and then circumvent the Platform to avoid our Commission fees. For a period of 24 months following the initial introduction through the Platform, Users must process all payments relating to services between matched Clients and Agencies through our Platform unless we have provided written authorisation otherwise.

This obligation applies to all Users who were introduced through our Platform, regardless of which User initiated the subsequent direct relationship. Users acknowledge that damages from circumvention may be difficult to calculate, and we reserve the right to seek both injunctive relief and monetary damages for violations of this provision.

5. CLIENT AND AGENCY RELATIONSHIPS

5.1 Direct Contractual Relationships

Clients and Agencies form direct contractual relationships when engaging through the Platform. We serve solely as the facilitator of these connections and the processor of associated payments. All terms governing the provision of professional services, including scope, deliverables, timelines, and acceptance criteria, shall be established directly between the Client and Agency. We neither participate in these negotiations nor assume any responsibility for the terms agreed upon between Users.

5.2 Client Obligations

Clients using our Platform undertake to provide accurate information when using the Platform; comply with these Terms in all interactions on the Platform; make payments

through the Platform as required by these Terms; and avoid any actions that could damage, disable, or impair the functioning of the Platform.

While we expect professional conduct between Users, we are not responsible for and do not enforce any particular standards of communication, evaluation criteria, or feedback between Users. Any obligations between Clients and Agencies should be established in their direct agreements.

5.3 Agency Obligations

Agencies using our Platform undertake to provide accurate information about their business, services, and team composition when creating and maintaining their profile; comply with these Terms in all interactions on the Platform; maintain a minimum of two team members as required for Agency status; process all payments through the Platform as required by these Terms; and avoid any actions that could damage, disable, or impair the functioning of the Platform.

We do not supervise, control, or guarantee the quality, timing, or delivery of any Agency services. All service standards, deliverable requirements, and performance obligations should be established directly between Agencies and Clients in their agreements.

5.4 User Dispute Resolution

Any disputes arising between Clients and Agencies regarding the provision of Services shall be resolved directly between those parties in accordance with their agreement. While we may, at our sole discretion, offer non-binding assistance to facilitate communication between disputing parties, we have no obligation to intervene in or adjudicate such disputes.

We expressly disclaim any liability arising from disputes between Users. Users acknowledge and agree that our decision to provide or not provide assistance in any specific dispute does not create an obligation to provide similar assistance in other disputes.

6. PAYMENT AND COMMISSION TERMS

6.1 Payment Processing Structure

We facilitate all financial transactions between Clients and Agencies through the Platform using integrated third-party payment processors. All payments for Services must be processed through the Platform using the available payment methods. We receive payments from Clients, deduct the applicable Commission and Payment Processing Fees, and disburse the remaining balance to the relevant Agency.

6.2 Commission Structure

We charge a Commission on all transactions facilitated through the Platform as compensation for our intermediary services. The applicable Commission rate is displayed on the Platform

prior to transaction completion. We reserve the right to modify Commission rates with 30 days’ prior notice to Users.

6.3 Payment Processing Fees

In addition to our Commission, the following Payment Processing Fees apply to all transactions and are charged to Clients:

(a) Stripe payments: 3.81% of the transaction amount

(b) PayPal payments: 3.56% of the transaction amount

These fees are collected to cover charges imposed by third-party payment processors and are clearly itemised in all transaction records. We reserve the right to update these fees if the third-party payment processors adjust their fee structures.

6.4 Currency Management

The Platform primarily operates in US Dollars (USD) and New Zealand Dollars (NZD). Where currency conversion is required, such conversion may occur at multiple stages of a transaction. Exchange rates are determined by the applicable financial institutions processing the conversion. We assume no responsibility for exchange rate fluctuations or additional fees that may be imposed during currency conversion processes. We may maintain accounts in multiple currencies and adjust our currency handling procedures as necessary to optimise Platform operations.

6.5 Payment Processing

When a Client submits payment for Agency Services through our Platform, we receive and hold these funds securely while processing the transaction. We deduct our Commission and the applicable Payment Processing Fees from the payment amount before disbursing the remaining balance to the Agency according to our established payment schedule. Users acknowledge that funds held during processing are not held in trust and do not accrue interest. Disbursement timing may vary based on payment method, verification requirements, and other factors within our reasonable discretion.

6.6 Tax Responsibilities

For transactions conducted through our Platform where New Zealand Goods and Services Tax (GST) applies, the applicable GST will be calculated on the total transaction amount and collected through our payment processors. Tax invoices will be made available to Users as required by law.

Each User is solely responsible for their own tax obligations related to transactions on the Platform, including income tax reporting and payment. Agencies are responsible for understanding and complying with their tax obligations in their respective jurisdictions. We may be required to collect and remit taxes in certain jurisdictions and will do so in accordance with applicable laws.

Users agree to provide accurate tax information when requested, which may include tax identification numbers or other documentation necessary for tax compliance purposes.

6.7 Non-Refundable Commission

Our Commission is non-refundable once we have processed a payment between a Client and an Agency subject to section 6.9. We earn our Commission upon successfully facilitating the connection and processing the payment, and our Commission is not contingent upon the successful completion of any project or service between Users.

6.8 Payment Disputes

Any disputes regarding payments must be submitted to us in writing within 30 days of the transaction date. We will review payment disputes on a case-by-case basis and investigate the circumstances surrounding the disputed transaction. We reserve the right to make final determinations regarding payment disputes at our sole discretion. Payment disputes submitted after the 30-day period may be rejected without review.

6.9 Refunds

We may, at our sole discretion, issue refunds or service credits to Clients in certain limited circumstances. Refund eligibility is typically limited to situations where:

(a) an Agency fails to commence work after accepting a Project;

(b) an Agency withdraws before substantial work is completed;

(d) other exceptional circumstances as we determine appropriate.

We are not obligated to issue refunds where:

(a) a Client is dissatisfied with completed work that reasonably meets the Project requirements;

(b) disputes arise regarding Project scope or deliverables;

(d) the Agency has substantially completed the agreed services.

All refund decisions are made at our sole discretion and are final.

Clients seeking a refund must submit a request through our designated refund process within 14 days of the payment date or Project completion date, whichever is earlier. Requests must include all relevant Project details, payment information, and specific reasons for the refund request.

If we approve a full refund, our Commission will typically be forfeited. For partial refunds, we may adjust our Commission proportionately. Payment Processing Fees are non-refundable in all circumstances. We may, at our discretion, offer service credits in lieu of monetary refunds,

which will be subject to expiration dates and usage restrictions specified at the time of issuance.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Platform Intellectual Property

The Platform, including all software, algorithms, features, functionality, user interface, design elements, and content provided by us, is protected by copyright, trademark, trade secret, and other intellectual property laws. We and our licensors retain exclusive ownership of all intellectual property rights in and to the Platform, including any improvements, updates, and modifications thereto. Nothing in these Terms shall be construed as transferring or assigning any such rights to any User.

7.2 AI Technology and Systems

Our proprietary AI-enhanced technology and systems, including all matching algorithms, recommendation engines, and analytical models used within the Platform, remain our exclusive property. This includes:

(a) the underlying code, structure, organisation, and design of the AI systems; (b) the algorithmic methods and processes that generate matches and recommendations; (c) the training methods and improvement processes applied to these systems; and (d) any improvements or refinements to the AI systems derived from Platform usage data.

Users acknowledge that our AI technology represents significant investment and proprietary development, and that no rights to such technology are granted to Users beyond the limited rights to receive and use the outputs generated by such technology for their intended purpose.

7.3 User Content Ownership

Users retain all intellectual property rights in the original content they submit to the Platform, including profile information, project descriptions, portfolio examples, and business information, subject to the licenses granted herein. By submitting content to the Platform, Users represent and warrant that they possess all necessary rights to such content and that the content does not infringe upon the rights of any third party.

7.4 License to Us

By submitting content to the Platform, Users grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display such content for the following limited purposes:

(a) operating and improving the Platform;

(b) facilitating matches between Users;

(d) providing support services; and

(e) promoting our services, provided that any promotional use of User content shall be in an anonymised or aggregated format unless separate permission is obtained.

This license terminates when the content is removed from the Platform, except to the extent the content has been shared with other Users through the Platform or retained for legal compliance purposes.

7.5 Platform-Owned AI Outputs

We retain exclusive ownership of:

(a) aggregate insights, trends, and patterns derived from Platform usage data; (b) improvements to the matching algorithms derived from User interactions; (c) anonymised performance metrics and benchmarking data; and

(d) general optimisation enhancements to the Platform’s functionality.

7.6 User-Owned AI Outputs

Users own the following AI-generated outputs specifically created for their use:

(a) customised match recommendations delivered to a specific User;

(b) project-specific compatibility assessments;

(c) personalised performance analytics provided to an Agency regarding its services; and (d) tailored business insights provided to a Client regarding its projects.

We grant Users a perpetual, worldwide, non-exclusive license to use these outputs for their internal business purposes, even after termination of the User’s account.

7.7 Jointly Created AI Value

Certain outputs represent jointly created value between us and our Users. For these outputs, ownership rights are shared as follows:

(a) Users may use such outputs for their own business purposes;

(b) we may use anonymised versions of such outputs to improve the Platform; and (c) neither party may commercially exploit such outputs outside the scope of the Platform without the other’s consent.

7.8 Project Deliverables

The ownership of intellectual property rights in project deliverables created by Agencies for Clients shall be determined exclusively by the direct agreement between the Client and Agency. We do not claim or acquire any ownership rights to the work products, deliverables, or intellectual property created by Agencies for Clients as part of their projects. Users are strongly advised to explicitly address intellectual property ownership in their direct agreements before commencing work. In the absence of specific terms between Client and

Agency, we shall not be involved in or responsible for any intellectual property disputes arising between Users regarding project deliverables.

7.9 Feedback and Improvements

If you provide us with any feedback, suggestions, or ideas regarding the Platform (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Feedback for any purpose without compensation or attribution. This includes incorporating your Feedback into the Platform’s capabilities, user interface, or AI systems.

7.10 Intellectual Property Infringement

We respect the intellectual property rights of others and expect Users to do the same. We may, in appropriate circumstances and at our discretion, remove content that appears to infringe the intellectual property rights of others. We will terminate access for Users who are repeat infringers. If you believe that your intellectual property rights have been infringed, please provide us with the following information:

(a) identification of the protected work;

(b) identification of the allegedly infringing material;

(d) a statement regarding your good faith belief in the infringement; and (e) a statement that your notification is accurate and that you are authorised to act on behalf of the rights owner.

7.11 Reservation of Rights

All rights not expressly granted to Users in these Terms are reserved by us. No licenses are granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

8. SERVICE LEVELS AND SUPPORT

8.1 Support Channels

We provide support to Users through multiple channels, including email support and live chat functionality available through the Platform. We also utilise automated support systems, including chatbots, to address common inquiries. The availability of specific support channels may vary depending on the nature of the inquiry, time of day, and our operational capacity.

8.2 Response Times

While we strive to respond to all support inquiries promptly, we typically aim to respond within 24 hours of receiving a request. This timeframe represents a target rather than a guarantee. Response times may vary based on the volume of inquiries, complexity of the issue, and other factors beyond our control.

8.3 Support Prioritisation

We generally categorize and address support requests based on the following priority levels: high priority for payment-related issues; standard priority for technical problems affecting Platform functionality; and general priority for informational inquiries. This prioritisation framework serves as a guideline only and may be adjusted based on the specific circumstances of each support request at our discretion.

8.4 Platform Updates and Maintenance

We communicate Platform updates, maintenance periods, and any service interruptions through information blocks displayed on the Platform. When possible, we will provide advance notice of scheduled maintenance. For emergency maintenance or unplanned outages, we will make reasonable efforts to inform Users as promptly as circumstances permit.

8.5 Self-Service Resources

We may provide self-service resources such as FAQs, help articles, and tutorials to assist Users with common questions and Platform functionality. Users are encouraged to review these resources before submitting support requests.

8.6 No Guaranteed Availability

While we strive to maintain continuous Platform availability, we do not guarantee uninterrupted access to the Platform. Temporary service interruptions may occur due to maintenance, technical issues, or factors beyond our control. We are not liable for any losses or damages resulting from Platform unavailability.

9. CONFIDENTIALITY AND INFORMATION SECURITY

9.1 Privacy and Data Protection

We collect, process, store, and transfer User information in accordance with our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy describes in detail the types of information we collect; how we use this information; the circumstances under which we may share information; our data security measures; how we handle data breaches; our data retention practices; and your rights regarding your personal information.

By using the Platform, Users acknowledge they have read and understood our Privacy Policy and consent to our data handling practices as described therein.

9.2 Platform Limitations

Our Platform is designed for business communications but is not specifically designed for the sharing of highly sensitive or confidential information. We do not guarantee the security or confidentiality of any information transmitted through the Platform.

9.3 User Responsibility

Users are solely responsible for protecting any confidential or sensitive information they share with other Users. We recommend that Users exercise caution when sharing sensitive business information through the Platform.

9.4 Our Access to Information

We may access, retain, and disclose information and communications transmitted through the Platform if required to do so by law, or if we believe in good faith that such access or disclosure is necessary to:

(a) comply with legal processes;

(b) enforce these Terms;

(c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of our company, our users, or the public.

10. REPRESENTATIONS AND WARRANTIES

10.1 User Representations and Warranties

Each User represents and warrants that:

(a) it has the legal capacity and authority to enter into and perform its obligations under these Terms;

(b) all information provided to the Platform is accurate, complete, and not misleading; (c) it possesses all necessary rights, licenses, and permissions to provide any content submitted to the Platform; and

(d) its content does not infringe or misappropriate any third party’s intellectual property rights or violate any rights of privacy or publicity.

10.2 Agency-Specific Warranties

In addition to the representations and warranties in Section 10.1, each Agency specifically represents and warrants that:

(a) it possesses the professional qualifications, skills, and expertise necessary to provide the services offered through the Platform; and

(b) it maintains a team of at least two individuals as required for Agency status. 10.3 Our Limited Warranties

We represent and warrant that:

(a) we have the right to operate the Platform and to enter into and perform our obligations under these Terms; and

(b) we will provide the Platform using reasonable care and skill consistent with general industry standards.

10.4 Disclaimer of Warranties

Except as expressly provided in these Terms, the Platform and all related services are provided “as is” and “as available,” without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, we expressly disclaim all warranties, including any warranties of merchantability, fitness for a particular purpose, non infringement, accuracy, timeliness, completeness of content, or arising from course of dealing or usage in trade.

We make no warranty that:

(a) the Platform will meet your requirements or expectations;

(b) the Platform will be uninterrupted, timely, secure, or error-free;

(d) any defects or errors in the Platform will be corrected; or

(e) the Platform or its servers are free of viruses or other harmful components.

We do not warrant, endorse, guarantee, or assume responsibility for any service advertised or offered by Users through the Platform. We are not responsible for the conduct, whether online or offline, of any User of the Platform. Users should exercise caution and appropriate due diligence in their interactions with other Users.

10.5 Quality of Matches

While our AI-enhanced technology is designed to facilitate compatible connections between Clients and Agencies, we make no representation or warranty regarding the quality, accuracy, or suitability of matches generated through the Platform. Users acknowledge that successful business relationships depend on multiple factors beyond our control, and Users retain sole responsibility for evaluating and selecting their business partners.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall we or our directors, officers, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, the Platform.

11.2 Cap on Liability

To the maximum extent permitted by applicable law, our total liability to you for all claims arising from or relating to these Terms or your use of the Platform, regardless of the form of action, is limited to the amount paid by you to us in the 12 months preceding the claim.

11.3 Specific Exclusions

Without limiting the foregoing, we specifically disclaim liability for:

(a) any loss or damage arising from unauthorised access to data transmitted via the Platform; (b) any loss or damage resulting from the conduct or performance of other Users; (c) any loss or damage arising from interruptions to the Platform’s availability; (d) any loss or damage arising from inaccuracies or errors in the Platform’s AI matching technology;

(e) any loss or damage resulting from payment processing errors; and

(f) any loss or damage resulting from viruses, malware, or other harmful components introduced to your systems through the Platform.

11.4 AI-Generated Content and Recommendations

We make no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any match recommendations, insights, or other outputs generated by our AI technology. Users acknowledge that:

(a) AI-generated recommendations are provided for informational purposes only and do not constitute professional advice;

(b) our AI systems may occasionally produce outputs that contain errors, inaccuracies, or inappropriate content despite our safeguards;

(d) we bear no responsibility for decisions made by Users in reliance on AI-generated outputs. 11.5 Third-Party Claims Arising from AI Outputs

We are not liable for any third-party claims, including but not limited to claims of defamation, discrimination, copyright infringement, or misrepresentation, arising from or related to AI generated outputs provided through the Platform. Users agree to independently verify all AI outputs before using them in communications or decision-making processes that could impact third parties.

11.6 AI Match Quality

While our AI technology is designed to facilitate appropriate matches between Clients and Agencies, we do not guarantee that any particular match will result in a successful business relationship or project outcome. Users acknowledge that successful engagements depend on numerous factors beyond the Platform’s matching capability, including factors that cannot be fully captured or analysed by our AI systems. Users retain sole responsibility for evaluating

potential business partners and conducting appropriate due diligence regardless of AI generated compatibility assessments.

11.7 Consumer Guarantees Act

If you are acquiring the Platform for business purposes, you acknowledge and agree that the Consumer Guarantees Act 1993 does not apply to the provision of the Platform or any related services.

11.8 Force Majeure

We are not liable for any failure or delay in performance of our obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God, earthquakes, floods, fires, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, pandemics, riots, power failures, computer failure, loss of internet connectivity, or governmental actions.

11.9 Fair Trading Act

To the maximum extent permitted by law, the parties agree that they are contracting out of sections 9, 12A, and 13 of the Fair Trading Act 1986 in relation to these Terms and the Platform.

11.10 Essential Purpose

The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from:

(a) Your violation of these Terms;

(b) Your violation of any applicable law or the rights of any third party; and (c) Your use of the Platform.

You agree to cooperate with us in the defence of any claim and allow us to control the defence and settlement of any such claim.

Indemnification for AI-Related Claims

Users agree to indemnify, defend, and hold us harmless from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) that arise from User’s reliance on or use of AI-generated content, recommendations, or insights in a manner that:

(a) violates the rights of any third party;

(b) breaches any applicable law or regulation;

(d) causes harm to another User or any third party.

13. DISPUTE RESOLUTION

13.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law principles.

13.2 Dispute Resolution Process

If a dispute arises in connection with these Terms or the Platform, the parties shall attempt to resolve it through the following process:

(a) The parties shall attempt to resolve the dispute through good faith negotiations; (b) If the dispute is not resolved within 20 business days of written notification of the dispute, either party may refer the matter to mediation administered by the New Zealand Dispute Resolution Centre under its mediation rules; and

(c) If the dispute remains unresolved 30 business days after referral to mediation, the dispute shall be finally resolved by arbitration.

13.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the New Zealand Dispute Resolution Centre. The seat of arbitration shall be Auckland, New Zealand. The arbitration shall be conducted in the English language. The number of arbitrators shall be one. The decision of the arbitrator shall be final and binding upon both parties.

13.4 Exceptions to Dispute Resolution Process

Notwithstanding the foregoing, nothing in these Terms prevents either party from seeking urgent interlocutory relief from the courts of New Zealand, including injunctive relief, specific performance, or other equitable remedies.

13.5 No Class Actions

All claims and disputes within the scope of this dispute resolution clause must be arbitrated on an individual basis and not on a class basis. Claims of more than one User cannot be arbitrated jointly or consolidated with those of any other User.

13.6 Costs

The costs of any mediation or arbitration shall be shared equally between the parties, unless the mediator or arbitrator determines otherwise. Each party shall bear its own legal costs and disbursements in connection with the dispute resolution process.

14. TERM AND TERMINATION

14.1 Term

These Terms shall remain in full force and effect while you use the Platform or maintain an account.

14.2 Suspension of Access

We may suspend your access to the Platform if:

(a) you breach these Terms;

(b) we reasonably believe that your account has been compromised or for other security reasons;

(c) we reasonably suspect that you are using the Platform for fraudulent or illegal activities; (d) you fail to make any payment when due; or

(e) suspension is required by law or regulation.

We will provide notice of any suspension where reasonably practicable. During a suspension period, your obligations under these Terms continue to apply.

14.3 Termination by You

You may terminate these Terms at any time by closing your account and ceasing all use of the Platform. If you terminate these Terms, you remain liable for any outstanding obligations related to your use of the Platform prior to termination.

14.4 Termination by Us

We may terminate your account and access to the Platform:

(a) immediately, if you materially breach these Terms;

(b) immediately, if any suspension under Section 14.2 continues for more than 30 days; (c) with reasonable notice, for any other reason at our discretion; or

(d) as required by law or regulation.

14.5 Effect of Termination

Upon termination of your account:

(a) your right to access and use the Platform will immediately cease;

(b) we may, but are not obligated to, delete any of your Content;

(c) all provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, indemnity, and limitations of liability; and

(d) any fees owed by you before such termination remain due and payable. 15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Platform and supersede all prior agreements and understandings, whether written or oral, regarding the Platform.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorised representative.

15.4 Assignment

These Terms are personal to you, and you may not transfer, assign, or delegate your rights or obligations under these Terms to anyone else without our express written permission. We may assign or delegate our rights and obligations under these Terms without consent.

15.5 Notices

We may provide notices to you via email, regular mail, or postings on the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15.6 Modification of Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By

continuing to access or use the Platform after those revisions become effective, you agree to be bound by the revised Terms.

15.7 Export Control

You agree to comply with all export and import laws and restrictions and regulations of New Zealand and other countries, and not to export, re-export or import any content, data or information to countries or persons prohibited under export laws and regulations.

15.8 Governing Law

These Terms shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising out of or relating to these Terms, except as otherwise specifically provided in the Dispute Resolution section.

15.9 Contact

If you have any questions about these Terms, please contact us at: support@engagenow.ai Last Updated: 19 April 2025

Terms of Service

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