MHRB, INC. TERMS OF SERVICE

Last Updated Date: October 17, 2025

THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.  PLEASE READ THESE TERMS OF SERVICE CAREFULLY.  

1. Acceptance of Terms.

These MHRB, Inc. Terms of Service (these “Terms”) apply to the purchase and sale of products and services through https://www.thirdperson.co/ (the “Website”) and constitute a legal agreement between you (referred to herein as “Provider” or “you” as the context may require) and MHRB, Inc. d/b/a Third Person, a Delaware corporation (referred to as the “Agent” “us” or “we” as the context may require). We reserve the right, in our sole discretion and without prior written notice, to revise or amend these Terms at any time. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced above and on the Website. You should review these Terms prior to purchasing any product or services offered by the Company or that are available through the Website. Your continued use of the Website or use of any product or service offered by the Company after the “Last Updated Date” will constitute your acceptance of and agreement to any and all such changes. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Website Terms. You should also carefully review our Privacy Policy, available at https://www.thirdperson.co/privacy, before placing an order for products or services through the Website or otherwise from the Company.

By registering for an Account (as defined in Section 5 below) or by accessing the Website in any way, you (a) acknowledge that you have read, understood and agree to be bound by the Website Terms (including specifically these Terms), (b) represent and warrant, if applicable, that you are an authorized agent to enter into a binding contractual commitment between the person or entity for whom you serve as agent and the Company and (c) that the Website Terms (including specifically these Terms) constitute a valid and binding obligation between either you or the person or entity for whom you serve as an agent and the Company enforceable in accordance with the terms and conditions set forth herein. 

2. Order Acceptance and Cancellation.  You agree that any order for services placed through the Website is an offer to buy, under these Terms, all the services listed in your order. All orders are subject to our acceptance. We may choose not to accept orders at our sole discretion. You acknowledge that any confirmation email with your order number and details of the items you have ordered serves only to confirm our receipt of your order and not as our acceptance of your order.

3. Prices and Payment Terms.  All prices, discounts and promotions (including any Tier Fees (as defined below)) posted on the Website from time to time are subject to change without notice. The price charged for a product or service is the price advertised on the Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Posted prices do not include taxes or charges for shipping and handling (if applicable). All such taxes and charges will be added to your total price and itemized in your order confirmation email. While we strive to display accurate price information, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right, in our sole discretion, to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences.  

a. Paid Tiers. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment for all pricing plans (including any “Essential,” “Growth,” or “Premier” or other monthly plan offered by the Company from time to time (collectively, the “Tier Fees”)) must be received by us before our acceptance of an order. Unless otherwise agreed by the Company, all Tier Fees are due and payable by you via credit card on a monthly basis. You represent and warrant that (i) any credit card, ACH or other payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card, ACH or other payment process for the purchase, (iii) charges incurred by you will be honored by your credit card company, bank or other financial institution, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges (if applicable) and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order. Additionally, any event credit advertised in a specific Paid Tier, if any, will only be granted after being a paying customer in that respective tier for at least twelve (12) months. 

b. Lead Program Fees. In addition to the Tier Fees, if any, by accepting these Terms and establishing an Account, you agree to pay the Company an amount (the “Lead Program Fee”) equal to 2% of any invoiced fees or other amounts (exclusive of any taxes) charged by you in connection with the provision of any 3PL Services to any Referred Client. This Lead Program Fee may be reduced for certain Tier Fees. The Lead Program Fee will be due and payable to the Company, on a monthly basis in accordance with this clause (b), for 24 months immediately following the date on which any initial invoice is paid by any Referred Client. Prior to or concurrently with the delivery of any initial invoice to any Referred Client, you are required to notify the Company via email to matt@thirdperson.co, and such notice shall include an estimate of the fees you expect to charge the Referred Client for the next 24 months along with such other information as the Company may reasonably request from time to time. All Lead Program Fees are due and payable within 14 days of receipt of any invoiced amount from any Referred Client, and such Lead Program Fees will be payable, in the Company’s discretion, either via wire transfer in U.S. Dollars to the account designated by the Company from time to time or via ACH or credit card.

In addition to any other rights the Company may have under these terms or otherwise in equity or at law, the Company shall have the right to audit your financial records for as long as you have an Account and for a period of six months following the later to occur of (i) your last use of the Website or (ii) your termination of your Account. The cost of the audit shall be borne by the Company unless the audit shows that you underpaid any Lead Program Fees due and owing the Company by 5% or more. In such instance, you shall be solely be responsible for reimbursing the Company all its reasonable costs and expenses related to such audit and the repayment of any underpaid Lead Program Fees, including interest at the lesser of 18% per annum and the maximum rate permitted by law on the unpaid Lead Program Fees. You agree to cooperate as reasonably requested by the Company in connection with any such audit.  Additionally, at your sole cost and expense, you agree to promptly provide such financial records or other documents as the Company may reasonably request from time to time in connection with the calculation and payment of any Lead Program Fee or any of your other obligations hereunder.  You hereby covenant and agree that any such financial or other information provided to the Company will be accurate and complete in all material respects.

We reserve the right to modify our pricing and fees (including the Tier Fees) at any time and in our sole discretion.  We will provide you with reasonable advance notice of any price changes. Such notice may be provided through email, a posting on the Website or such other means as we deem appropriate. By continuing to use any service offered by the Company after the price change takes effect, you agree to pay the new modified price. If you do not agree to the price change, your sole remedy is to cancel your subscription to the service prior to the price change becoming effective.

You may cancel your subscription for any service at any time by following the instructions presented on the Website from time to time or by contacting the Company at matt@thirdperson.co. Any cancellation will become effective at the end of the applicable billing cycle.

All payments (including any Tier Fees or Lead Program Fees) are non-refundable, and we will not issue a refund for any partial period of service. If you or we terminate your service during a given month, you will not be entitled to a refund for the unused portion of that month. In the event of termination, we will retain the full payment made for the month in which the termination occurs, regardless of the date of termination within that month.  Your access to the service will typically remain available until the last day of the current monthly billing period, unless terminated for a breach of the Website Terms (including specifically these Terms). Importantly, any termination of any monthly plan will not terminate any obligation to pay any Lead Program Fee.

4. Provider Eligibility and Account Information. 

In addition to complying with the “Eligibility and Account Information” provisions set forth in the Website Term, Provider acknowledges, agrees and understands that the Company has no obligation or responsibility to monitor, validate, correct or update Provider’s Account information in any way and that the Company is not providing any guarantee or assurance whatsoever that Provider will ever be contacted by any Referred Clients. For so long as Provider maintains an Account or otherwise utilizes the Website or is providing 3PL Services to any Referred Client, Provider shall operate in a professional and timely manner when providing services to Referred Clients or responding to any communication from any Referred Client or the Company. Notwithstanding anything set forth in these Terms to the contrary, the Company, in its sole discretion and at any time without prior notice to Provider, may alter, remove or refuse to display any of Provider’s Account information or otherwise delete or remove any Account. 

Provider further acknowledges and agrees that any information (including any Feedback) provided by, or collected from, Provider by the Company whether pursuant to these Terms or otherwise shall be owned by the Company, and Provider acknowledges and agrees that the Company may use such information for its legitimate business purposes, which include, but are not limited to, establishing and maintaining Provider’s Account, developing and operating the Website and related service offerings, improving the Company’s referral algorithm, marketing initiatives, and sharing such information with prospective Referred Clients seeking to be matched with third-party logistics providers; provided, however, that Agent’s collection and use of personally identifiable information shall also be subject to the Privacy Policy.

5. Use Name and Logo. 

Provider hereby grants the Company the right to use Provider’s name and logo, as made available by Provider, for the Company’s legitimate business purposes related to the operation and promotion of the Company’s business, including display on the Website. The Company hereby grants Provider the non-exclusive, fully revocable right to use the Company’s name and logo to promote the Website or the services offered by the Company.

6. Termination and Suspension.

Notwithstanding anything in the Website Terms to the contrary, the Company, in its sole discretion and at any time, cease operating the Website with or without notice.  

Additionally, the Company may terminate any Account at any time and without notice if the Company reasonably believes that Provider is in breach of the Website Terms (specifically including these Terms) or any other policies or terms the Company may have in place from time to time.  Upon any such termination or suspension, you are not permitted to register for another Account or access the Website without our prior written permission.  Termination or suspension does not relieve Provider of any obligations accrued prior to such termination or suspension, including any obligation to pay any Lead Program Fees.

7. Limitation of Liability.

In addition to any limitations of liability set forth in the Website Terms, Provider acknowledges and agrees that the Company will have no liability of any kind whatsoever (including specifically any liability for lost profits or other special or indirect damages) in connection with, whether directly or indirectly, Provider’s contractual or other relationship with any Referred Client, including any liability for payment of any amounts due Provider by any Referred Client.  Provider assumes all liability and risk in connection with providing any 3PL Services or any other goods or services to any Referred Client.

8. Indemnification.

In addition to any indemnification obligations set forth in the Website Terms, Provider specifically agrees to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and expenses and court costs) (collectively, “Claims”) arising out of or relating to, whether directly or indirectly, Provider’s alleged breach of any of its obligations of these Terms or any Claim bought by any Referred Client related directly or indirectly to Provider’s provision of 3PL Services.