MosaicApp, Inc. (“Mosaic”) offers a simple resource management solution that is available through this website, including this website, the Mosaic project management platform and any other software or services in connection to any of those (“Mosaic Services”). These Terms and Conditions (the “Terms”) govern your use of the version of the Mosaic Services and resources available on the Mosaic platforms.
1.1.1 Your use of the Mosaic Services is governed by this agreement (the "Terms")
1.1.3 You may not use the Mosaic Services if you are a person barred from receiving the Mosaic Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Mosaic Services. No part of the Mosaic Services is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT ACCESS OR USE THE MOSAIC SERVICES AT ANY TIME OR IN ANY MANNER.
1.1.4 If you are using or opening an account on the Mosaic Services (an “Account”) on behalf of a company, entity, or organization (each, an “Organization”), then you represent and warrant that you: (a) are an authorized representative of that Organization with the authority to bind such entity to these Terms; and (b) agree to be bound by these Terms on behalf of such Organization.
1.1.5 You agree that your purchases of the Mosaic Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Mosaic or any of its affiliates regarding future functionality or features.
1.1.6 You agree to receive email from us at the email address you provided to us for customer service-related purposes. By using the Mosaic Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Mosaic Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Mosaic Services or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at email@example.com
Here at Mosaic, we follow principles which endeavor to make sure that updates, notes, schedules, tasks, text, files, associated information and other materials and Project information you upload, post or otherwise submit (“Post”) to the Mosaic Services (“Project Content”) is yours, portable and secured.
1.2.1 By Posting Project Content to the Mosaic Services, you retain ownership of your Project Content, but you hereby grant us a non-exclusive, worldwide, perpetual royalty-free license to use, copy, reproduce, process, adapt, publish, transmit, host, and display the Project Content solely for the purpose of (a) transmitting, publicly displaying, or distributing the applicable Projects to you and the other Users affiliated with your Project; and (b) analyzing and improving the Operation of the Mosaic Services.
1.2.2 Your Project Content is Yours. We do not own or claim ownership of your Project Content. However, by using the Mosaic Services, you give Mosaic permission to do certain things with your Project Content so that we can run the Mosaic Service. For example, you give us permission to back it up, send it over a network, index it for searching, display it on your various devices, etc. Some of these operations may require us to send your Project Content to our normal business partners, such as a network operator, that we have contracted with to provide parts of the Mosaic Services. Other than giving us the license set forth in Section 1.2.1 above, you retain all the rights to your Project Content.
1.2.3 You understand and agree that you will not obtain, as a result of your use of the Mosaic Services, any right, title, or interest in or to content (other than your Project Content) delivered via the Mosaic Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in such content.
1.2.4 You represent and warrant that:
126.96.36.199 you own the Project Content posted by you on or through the Mosaic Services or otherwise have the right to grant the license set forth in these Terms, right to grant the license set forth in these Terms,
188.8.131.52 the Posting and use of any Project Content on or through the Mosaic Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and
184.108.40.206 the Posting of Project Content on the Mosaic Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing to any person for content you Post on or through the Mosaic Services.
1.2.5 Privacy. When you Post Project Content to the Mosaic Services, it is set to “private” by default, which means that only Team Members on your Account can view it. You should think carefully, however, when creating a Project and posting Project Content if you are concerned about the confidentiality of any information contained in your Project Content. While Mosaic will use commercially reasonable efforts to ensure your Project Content is viewed only by your Project Team, Mosaic will have no liability for any unauthorized disclosure of confidential information contained within your Project or Project Content.
1.2.6 Your Project Content is Portable. We are committed to making it straightforward for you to get all of your Project Content into, and out of, the Mosaic Services at any time. Our software lets you export your Project Content into a .csv file.
1.2.7 In addition to the license you grant to Mosaic above, you hereby grant everyone on your Project Team a worldwide, royalty-free, non-exclusive, revocable license to reproduce, combine your Project Content with other content (and reproduce such combinations), publicly display, publicly perform, publicly distribute, prepare derivative works, modify and adapt your Project Content, subject in all cases to the privacy and Administrator settings you choose in your Account. By accepting an invitation to a Project from an Administrator, you agree to be bound by the license in this Section.
1.2.8 Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Mosaic in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
1.2.9 DMCA Policy. Mosaic respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask you to do the same. Infringing activity will not be tolerated on or through the Mosaic Services. Mosaic’s intellectual property policy is to
(i) remove or disable access to material that Mosaic believes in good faith, upon notice from an intellectual property owner or its agent, is infringing the intellectual property of a third party by being made available through the Mosaic Services, and
(ii) remove any Project Content uploaded to the Mosaic Services by “repeat infringers.” Mosaic considers a “repeat infringer” to be any user that has uploaded Project Content or Creative Ideas (as defined below) to or through the Mosaic Services and for whom Mosaic has received more than two takedown notices compliant with 17 U.S.C. § 512 with respect to such Project Content or Creative Ideas. Mosaic has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Mosaic’s own determination.
1.2.10 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Mosaic Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Mosaic may share your Notification of Claimed Infringement with the user alleged to have infringed a right you own or control, and you consent to Mosaic making such disclosure. Your communication must include substantially the following:
220.127.116.11 A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
18.104.22.168 Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
22.214.171.124 Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Mosaic to locate the material;
126.96.36.199 Information reasonably sufficient to permit Mosaic to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
188.8.131.52 A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
184.108.40.206 A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
1.2.11 You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
1.2.12 Designated Agent Contact Information. Mosaic’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:
Via E-mail: firstname.lastname@example.org
Via U.S. Mail: 58 West 40th Street, 3rd Floor, New York, NY 10018.
1.2.13 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Mosaic] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).
1.2.14 Mosaic reserves the right to seek damages from any party that submits a notification under this Section in violation of the law.
1.3.1 You must provide accurate and complete registration information any time you register for an Account with the Mosaic Services. You are responsible for the security of your passwords and for any use of your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify Mosaic immediately. You agree to provide true, accurate, current, and complete information about yourself in any registration form required by Mosaic. Mosaic reserves the right to terminate your Account if it becomes aware of any unauthorized use of your password or your Account.
1.3.2 Your use of the Mosaic Services must comply with all applicable laws, regulations and ordinances, including, without limitation, any laws regarding the export of data or software.
1.3.3 ou agree not to (a) access (or attempt to access) the administrative interface of the Mosaic Services by any means other than through the interface that is provided by Mosaic in connection with the Mosaic Services, unless you have been specifically allowed to do so in a separate agreement with Mosaic, or (b) engage in any activity that interferes with or disrupts the Mosaic Services (or the servers and networks which are connected to the Mosaic Services).
1.3.4 You must comply with Mosaic’s Acceptable Use Policy at all times when using the Mosaic Services and may not modify, adapt, sublicense, translate, sell, monetize, reverse engineer, decompile, or disassemble any portion of the Mosaic Services or attempt or assist anyone else to do so.
1.4.1 The contents of the Mosaic Services include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Mosaic content (collectively, “Mosaic Content”). All Mosaic Content and the compilation (meaning the collection, arrangement, and assembly) of all Mosaic Content are the property of Mosaic or its licensors and are protected under copyright, trademark, and other laws.
1.4.2 We authorize you, subject to these Terms, to access and use the Mosaic Services. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Mosaic Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Mosaic Content on any copy you make of the Mosaic Content.
1.4.3 Mosaic and all related graphics, logos, service marks and trade names used on or in connection with any Mosaic or in connection with the Mosaic Services (“Mosaic Marks”) are the trademarks of Mosaic and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Mosaic properties are the property of their respective owners.
Subject to the Terms, the Mosaic Services are provided to you without charge up to certain number of Users and with limited features. Usage over this limit requires your purchase of an additional plan. The pricing for additional plans can be found at http://www.mosaicapp.com/pricing (or such URL as Mosaic may provide).
1.5.1 General. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. [You must provide Mosaic [or our third party payment processor with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for a subscription to certain paid features of the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities.] Your subscription start date will commence the date you are provided access to Mosaic. You agree to immediately notify Mosaic or our third party payment processor, as applicable, of any change in your billing address or the credit card used for payment hereunder. Mosaic may also update your credit card details or other Payment Provider information using information provided by our payment service providers. Following any such update, you authorize us to continue to charge the applicable method of payment. Mosaic reserves the right at any time to change its prices and billing methods on a going forward basis subject to any obligations to provide notice of such changes under applicable law.
1.5.2 You can increase the number of Standard Members, Internal Contractors, Project Contractors and/or Project Guests at any time. Once a quarter we will automatically bill you prorated for new Users added from date of increase to the end of your current Term, including all applicable taxes. Increasing your user count over 20% will also increase platform and integration charges.
1.5.3 You may cancel your Account at any time. All cancellations and account deletions must be approved by your Organization’s Administrator. Your Paid Account will remain in effect until it’s canceled or terminated under these Terms. Your subscription will automatically renew annually for a successive one year renewal, unless Mosaic is notified in writing by email at least 30 days before the expiration of the prior year’s subscription. All renewals will be at Mosaic’s then-current pricing for the application. Payments for renewals are charged one week prior to the renewal date. If payment for your subscription renewal has not been received within 7 days of renewal, your account will be immediately suspended.
1.5.4 Mosaic may change its fees and payment policies for the Mosaic Services by notifying you at least 7 days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Mosaic may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
1.5.5 Unpaid Fees other than amounts disputed in good faith are subject to a finance charge of 0.75% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In the event Mosaic must utilize a third-party collection agency to collect fees from Customer when Customer is delinquent in payment, Customer will be responsible for reimbursing Mosaic for all fees incurred with the third party collection agency.
1.6.2 You acknowledge and agree that Mosaic may create and derive from processing related to the Mosaic Services anonymized and/or aggregated data that does not identify you or any natural person, and use, such data to improve Mosaic’s products and services.
1.6.3 Mosaic and its employees shall hold confidential any and all Project Content. Mosaic shall limit access to Project Content to its employees that have a need to know Project Content as a condition to Mosaic’s performance of Mosaic Services.
1.6.4. Except with respect to disclosures required by these Terms or by law, prior to providing access to Project Content to any third-party service provider, Mosaic shall take reasonable steps to verify that the such third party is capable of maintaining the privacy, confidentiality and security of Project Content; and contractually require the third party to maintain adequate safeguards for Project Content.
1.6.5 Mosaic shall comply with applicable U.S. federal and state privacy and information security laws, and Mosaic will employ and maintain a commercially reasonable technological, physical, administrative and procedural safeguards reasonably designed to protect the confidentiality, security and integrity of Project Content.
1.6.6 Subject to Section 1.6.4 of these Terms, when Project Content is no longer necessary for the performance of Mosaic Services, or upon the earlier termination of your Account, Mosaic shall securely destroy the Project Content in Mosaic’s possession or custody. In the event applicable law does not permit Mosaic to destroy the Project Content, and with respect to backup copies of the data that Mosaic maintains until such backups are erased in the ordinary course of business, Mosaic shall continue to protect the confidentiality and security of Project Content as set out in this Section 1.5.
1.7.1 Mosaic is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Mosaic Services provided may change from time to time. Changes to the form and nature of the Mosaic Services will be effective with respect to all versions of the Mosaic Services; examples of changes to the form and nature of the Mosaic Services include without limitation: changes to fees and payment policies, security patches, added functionality, and other enhancements. Changes are typically effective when implemented.
1.7.2 You may cancel your Account at any time through your Account settings page on the Mosaic Services. Cancellation of a Monthly Paid Account or Annual Paid Account will be effective at the end of the current month and/or annual subscription. Annual subscriptions Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable.
1.7.3 You agree that Mosaic, in its sole discretion and for any or no reason, may terminate your access or Account or any part thereof. You agree that any termination of your access to the Mosaic Services may be without prior notice, and you agree that Mosaic will not be liable to you or any third party for such termination.
1.7.4 You are solely responsible for exporting your Project Content from the Mosaic Services prior to termination of your Account, provided that if we terminate your Account, we will provide you a reasonable opportunity to retrieve your Project Content.
1.8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) YOUR USE OF THE MOSAIC SERVICES IS AT YOUR SOLE RISK, AND THE MOSAIC SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MOSAIC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE MOSAIC SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE MOSAIC SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE MOSAIC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MOSAIC SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE MOSAIC SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE MOSAIC SERVICES WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MOSAIC SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
1.9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOSAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE MOSAIC SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE MOSAIC SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE MOSAIC SERVICES; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE MOSAIC SERVICES
1.9.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MOSAIC SERVICES OR YOUR USE OF MOSAIC CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $100 AND THE FEES YOUR ORGANIZATION HAS PAID TO MOSAIC IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
1.9.3 We are not responsible for any disputes or disagreements between you and any third party you interact with using the Mosaic Services. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Mosaic of all claims, demands, and damages in disputes among users of the Mosaic Services. You also agree not to involve us in such disputes. Use caution and common sense when using the Mosaic Services.
1.9.4 We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Mosaic Services. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Mosaic Services. Use the Mosaic Services at your own risk.
1.9.5 The Mosaic Services may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
1.9.6 You are solely responsible for all of your communications and interactions with other users of Mosaic. You understand that Mosaic does not make any attempt to verify the statements of Users of Mosaic or other compatibility with any current or future Users of Mosaic Content. You agree to take reasonable precautions in all communications and interactions with other users of Mosaic Content, particularly if you decide to meet offline or in person.
1.9.7 We make no promises and disclaim all liability of specific results from the use of the Mosaic Services.
1.10.1 You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Mosaic Content, or (iii) your breach of these Terms. We will provide notice to you promptly of any such claim, suit, or proceeding.
1.11.1 Changes in these Terms are almost certain to happen, due to changes in the Mosaic Services and the laws that apply to us and you. If we make any material changes to these Terms, we will endeavor to provide you with prior notice. Revisions are effective upon Posting unless specified otherwise. Your continued use of the Mosaic Services constitutes your binding acceptance of the revised Terms.
1.11.2 We appreciate hearing from our users and welcome your comments regarding the Mosaic Services. Please be advised, however, that if you send us creative ideas, suggestions, inventions, proposals and/or materials (collectively, “Creative Ideas”), we will (i) own, exclusively, all now known or later discovered rights to the Creative Ideas; (ii) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and (iii) be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. You represent and warrant that you have all rights necessary to submit the Creative Ideas.
1.11.3 These Terms constitute the entire agreement between you and Mosaic concerning your use of the Mosaic Services. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
1.12.1 Mandatory Arbitration. Please read this carefully. YOU AND MOSAIC AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS, AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE MOSAIC SERVICE AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
1.12.2 Commencing Arbitration. A party intending to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address Mosaic provides to you, via any other method available to Mosaic, including via e-mail. The Notice to Mosaic should be addressed to MosaicApp Inc, 58 West 40th Street, 3rd Floor New York, NY 10018, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If you and Mosaic do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Mosaic may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available online at http://www.adr.org. If you are required to pay a filing fee to commence an arbitration against Mosaic, then Mosaic will promptly reimburse you for your confirmed payment of the filing fee upon Mosaic’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
1.12.3 Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York, New York will be appointed pursuant to the Rules, as modified herein. You and Mosaic agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) arbitration will only be conducted if the damages sought exceed $75,000; (B) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (C) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (D) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.
1.12.4 No Class Actions. YOU AND MOSAIC AGREE THAT YOU AND MOSAIC MAY br/ING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
1.12.5 Decision. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge that these terms and your use of the Mosaic Services evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.
1.12.6 Equitable Relief. The foregoing provisions of this Section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event Mosaic or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Mosaic, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.
1.12.7 Claims. You and Mosaic agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Mosaic Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
1.12.8 All claims you br/ing against Mosaic must be resolved in accordance with this Section. All claims filed or br/ought contrary to this Section will be considered improperly filed. Should you file a claim contrary to this Section, Mosaic may recover attorneys’ fees and costs up to $5,000, provided that Mosaic has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
1.12.9 In the event that Mosaic makes any future change to the Mandatory Arbitration provision (other than a change to Mosaic’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to Mosaic’s Arbitration Notice Address, in which case your account with Mosaic and your license to use the Mosaic Services will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.
1.12.10 If only Section1.11.4 or the entirety of this Section 1.11 is found to be unenforceable, then the entirety of this Section 1.11 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 1.12 will govern any action arising out of or related to these Terms.
1.13.1 Governing Law and Choice of Forum. The laws of the State of New York, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Mosaic Services may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be br/ought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
1.13.2 Electronic Communications. The communications between you and Mosaic may take place via electronic means, whether you visit Mosaic website or send Mosaic e-mails, or whether Mosaic posts notices on Mosaic Content or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Mosaic in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Mosaic provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
1.13.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Mosaic’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
1.13.4 Force Majeure. Mosaic shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
1.13.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Mosaic Content, please contact us at: 58 West 40th Street, 3rd Floor, New York, NY 10018, United States. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
1.13.6 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
1.13.7 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
58 West 40th Street, 3rd Floor,
New York, NY 10018