Last updated and effective date: July 2023
Please read these Terms of Service (“Agreement” or “Terms”) carefully. Your use or access of the Platform (as defined below) constitutes your consent to this Agreement. This Agreement is between the User and the Subscriber (“you”) and Mosaik, Inc. together with its subsidiaries and affiliates, (“Mosaik”, “we”, “our” or “us”), operators of the Mosaik platform currently available at http://www.mosaik.io (“Platform”) and applies to your use of the Platform and use of any services and/or any third-party vendor services offered via the Platform (collectively, “Services”).
This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Platform or Services made available to you by us.
If you are an individual accessing or using the Platform or Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform or Services and to any such Organization.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
General Terms and Conditions for Users and Subscribers
1. Description of the Platform and Services
Mosaik offers proprietary software for managing residential real estate sales, property searches, transactions, documents, forms, electronic signatures, home services, real-estate vendor services, customer service, analytics, reporting, and additional related services and software functionality.
2. General Agreement
We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use the Platform and/or one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation legal/regulatory requirements or demand, our discretion, or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Platform and/or Services if a technical problem so requires.
We operate as a platform provider and do not act as principal or counterparty with respect to any transactions entered into on the Platform.
3. User and Subscriber Accounts
While you may browse public-facing portions of the Platform and Services without registering an account with us, in order to access certain portions of the Platform and Services, Mosaik requires you to register an account with us (“Account”). You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at email@example.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You may be required to create and provide separate log-in credentials to access third-party services.
We reserve the right to disallow, cancel, remove, or reassign certain usernames and other information associated with an Account in appropriate circumstances, as determined by us in our sole and absolute discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which would or might constitute a violation of this Agreement, cause damage to or impair the Platform or Services, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Mosaik, or violate applicable law. These determinations will be made in Mosaik’s sole and absolute discretion. If messages sent to the email address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third-party.
Under this Terms of Service, you may be a “User” who accesses the Platform and Services whether with or without an account or you may be a “Subscriber” who has a subscription plan access and for whom the Additional Terms and Conditions for Subscribers apply. Unless differentiated, all references to Users in this agreement refer to both Users and Subscribers.
Mosaik offers Users the ability to create forms that can be auto populated. You are responsible for the right of usage, validity, and accuracy of these forms, including data input for content. Mosaik cannot and does not assume this User responsibility.
5. Electronic Signatures
You agree and consent to the use of electronic signatures on any documents or forms related to your use of the Platform and Services. You acknowledge that any document or form signed with an electronic signature is legally binding and will be treated as signed with a handwritten signature for the purposes of validity, enforceability, and admissibility. You acknowledge that you, not Mosaik, are solely responsible for ensuring that proper and correct documents, forms and similar materials are timely sent to and received by any intended recipient(s). You further acknowledge that you, not Mosaik, are solely responsible for ensuring that proper and correct documents, forms and similar materials requiring electronic signature are timely sent to and received by any proper and intended signatory(s).
You may have the ability to invite others to use the Platform and participate in transaction rooms. It is your sole responsibility to verify who you invite and that your invitees are provided with accurate and current data and information necessary for accessing the Platform. Users of the Platform are responsible for assessing and granting, to invitees, any appropriate and necessary permission levels controlling access to documents, transaction, forms and any other type of data.
7. Security of Accounts
You are responsible for maintaining the confidentiality and security of your Account. Mosaik will not be liable for any loss or damage arising from your failure to protect your Account.
You are responsible for ensuring the accuracy and completeness for all the information you provide to us for use of the Platform and/or the Services.
8. Third-Party Services
Mosaik may advertise the services of third parties, including those providing legal or lending services that are referred or invited by agents or brokers or third-party data sources (collectively, “Third-Party Services”). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. These third-parties are not owned by, controlled by, endorsed by, associated, or affiliated with Mosaik and we make no representations about, and accept no liability for, any Third-Party Services. Mosaik is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.
9. Acceptable Use
In connection with your use of the Platform and Services, you will not:
- Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Platform or Services;
- Infringe upon our or any third-party’s copyright, patent, trademark, or other intellectual property rights;
- Repost, delete, or alter any content or material that Mosaik makes available on the Platform or Services;
- Restrict or inhibit any other person from legal use of the Platform or Services;
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform or Services except as expressly authorized herein, without Mosaik’s express prior written consent;
- Use the Platform in an unauthorized manner, including collecting email addresses of users by electronic or other means for the purpose of sending unsolicited emails or communications;
- Reverse engineer, decipher, decompile or disassemble any portion of the Platform or Services, except to the extent such restriction is expressly prohibited by applicable law;
- Remove any copyright, trademark or other proprietary rights notice from the Platform or Services;
- Frame or mirror any portion of the Platform or Services, or otherwise incorporate any portion of the Platform or Services into any product or service, without Mosaik’s express prior written consent;
- Restrict, discourage or inhibit any person from using the Platform or Services;
- Engage in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract;
- Systematically download and store content from the Platform or Services;
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or that of our nodes, or detrimentally interfere with, intercept, or expropriate any system, data or information;
- Post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware, ransomware, malware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Otherwise attempt to gain unauthorized access to or use of the Platform or Services, nodes, or computer systems connected to the Platform or Services;
- Engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion; or
- Use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather content on the Platform or Services (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Platform or Services, without Mosaik’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Platform’s root directory, Mosaik grants to the operators of public search engines permission to use spiders to copy materials from the Platform or Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Mosaik reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
10. Reservation of Rights
Mosaik reserves the right to bar any transactions on the Platform, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Platform or Services, Mosaik may, in its sole and absolute discretion, perform due diligence. If you decline to provide requested information or otherwise do not respond timely or substantively with the documentation or data requested, Mosaik has the absolute discretion to immediately suspend or terminate your use of the Platform and Services.
11. Property Listings
The Platform may contain listings, posts, profiles, and other interactive features (collectively, "Listings") that allow users to post, submit, publish, display, or transmit to other users or other persons (collectively, "post") content or materials about property listings on or through the Platform. Mosaik may enrich Listings with additional data, such as for example, data obtained from data sources external to Mosaik. In addition, Mosaik may determine a matching score representative of an extent to which a particular Listing(s) is or is not relevant to you.
Mosaik makes no representations regarding the status, availability, accuracy, validity and/or the enrichment of Listings as well as the relevance of such Listings. Individuals who choose to access or use the Platform do so on their own initiative and are responsible for conducting their own due diligence on any Listings.
You acknowledge and agree that Mosaik is under no obligation to edit Listings, and will not be in any way responsible or liable for Listings. Mosaik may, however, at any time and without prior notice, filter, screen, remove, edit, or block any Listings that, in our sole and absolute discretion, violates this Agreement or is otherwise objectionable.
We have the right to:
- Remove or refuse to post any Listings for any or no reason in our sole discretion;
- Take any action with respect to any Listings that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, threatens the personal safety of users of the Platform or the public, or could create liability for Mosaik;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services; and
- Terminate or suspend your access to all or part of the Platform or Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS MOSAIK AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MOSAIK OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER MOSAIK OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
While we strive to review all material before it is posted on the Platform, we cannot ensure prompt removal of material inconsistent with our Terms after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
12. Listing Content Standards
These content standards apply to any and all Listings, and any other type of content or data supplied by any user or any third party. Without limiting the foregoing, Listings must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Be likely to deceive or mislead any person;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization; or
- Give the impression that they emanate from or are endorsed by us or any other person or entity.
13. Reliance on Information Posted
We do not warrant the accuracy, completeness, validity, or usefulness of any Listings or any other type of content or data supplied by a user or a third party. Any reliance you place on any Listings (or any other type of content or data on the Platform) is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
Mosaik does not make any representations about third parties that a User adds to their account. Mosaik does not verify any information related to the identity or licensing of any third-parties added to an account and makes no representations about such third parties. This Platform includes content provided by third parties, including materials provided by other users, content creators, writers, artists, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all content, posts, articles and responses to questions and other content, other than the content provided by Mosaik, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Mosaik. We are not responsible, or liable to you or any third-party, for the content, validity, or accuracy of any materials provided by any third-parties.
14. Intellectual Property Rights
The Platform and its entire contents, features, and functionality (including but not limited to all Services, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof and with the exception of Listings), are owned by Mosaik, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Mosaik grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Platform or Services solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Platform or Services available to you.
Mosaik’s name and all related names, logos, product and service names, designs, and slogans (“Mosaik branding”) are trademarks of Mosaik, its associates, or licensors (collectively, “Associates”). You must not use any Mosaik branding without the prior written permission of Mosaik. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
15. Indemnification and Release
Mosaik and its Associates, subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the “Released Parties”), are not liable for any damages that may arise out of or in connection with your use of the Platform or Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of investments, business, or profits, business interruption costs, loss of goodwill or business profits, damage caused by your computer, software, systems and programs, and the data thereon or any other direct, indirect, consequential and/or incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Platform or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as “losses”). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.
You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.
If you have a dispute with one or more users or other third parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
16. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MOSAIK, ITS ASSOCIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17. Disclaimer of Warranties
We have put in a great deal of effort to provide the Platform and Services to you. We hope you find them valuable, but there are certain things we can’t promise about them.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER MOSAIK NOR ITS ASSOCIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM OR SERVICES. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MOSAIK NOR ITS ASSOCIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, MOSAIK AND ITS ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE PLATFORM OR SERVICES, AND MOSAIK MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. MOSAIK PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. MOSAIK EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE PLATFORM OR SERVICES.
MOSAIK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE PLATFORM OR SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT MOSAIK MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOSAIK AND ITS ASSOCIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
We will make reasonable efforts to provide access to the Platfrom at all times, but we do not guarantee continuous, uninterrupted, or secure access to any part of the Platform or Services, and operation of our Platform and Services may be interfered with by numerous factors outside of our control.
18. Representations & Warranties
You represent and warrant to Mosaik each time you use the Platform or Services as follows:
- That, if you are an individual user of the Platform or Services, you are 18 years of age or older;
- That, if you are using the Platform or Services on behalf of a legal entity (i) such legal entity is duly organized and validly existing under applicable law of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
- That you are not prohibited by applicable law from using the Platform and Services;
- That you understand the risks associated with using the Platform and Services;
- That you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement, Platform, and Services;
- That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Mosaik in the course of, directly or indirectly relating to, or arising from your activities on the Platform or use of the Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Mosaik becomes incorrect or outdated, you will promptly provide corrected information to Mosaik;
- That you consent to any and all tax and information reporting under applicable law;
- That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Mosaik in the course of, directly or indirectly relating to, or arising from your activities on the Platform, including but not limited to, registration or other due diligence process, and that if any information provided to Mosaik becomes incorrect or outdated, you will promptly provide corrected information to Mosaik; and
- That you will accurately and promptly inform Mosaik if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
You acknowledge and agree that Mosaik operates and administers the Platform, but Mosaik is not a counterparty to any transactions by and between you and any user and/or third-party. There is risk that one or more participants will renege, default, or otherwise fail to honor their financial obligations or will be unwilling or unable to abide by the terms of their agreements.
You acknowledge and agree that you understand that Mosaik does not employ or endorse any real estate agent or broker encountered by you as a consequence of your use of the Platform. Additionally, you understand that Mosaik is not responsible for the third-parties invited to the Platform by any agent or broker using the Platform and Mosaik is in no way responsible for the actions, representations, or other interactions you may have with these parties.
You acknowledge and agree that you understand that Mosaik does not provide a legal service or legal representation to you and any other users accessing the Platform.
You acknowledge and agree that you understand that Mosaik does not provide a legal service or legal representation for or on behalf of any user or vendor offering third-party services via the Platform.
You acknowledge and agree that you understand that Mosaik does not provide a financial, financing, lending, banking, escrow, notary, underwriting and/or insurance service to you and any other users accessing the Platform.
You acknowledge and agree that you understand that Mosaik does not provide a financial, financing, lending, banking, escrow, notary, underwriting and/or insurance service for or on behalf of any user or vendor offering third-party services via the Platform.
You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so. You further acknowledge and agree that this Agreement will not be construed against Mosaik as drafter.
19. Data Privacy
By accessing or using our Platform and Services, you consent to the processing, transfer and storage of information about you in and to the United States, European Union, United Kingdom and other countries, where you may not have the same rights and protections as you do under local law.
If you suspect that any of your device(s) or wallet(s) have been compromised, or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Mosaik, you must notify Mosaik as soon as possible by email and provide accurate information throughout the duration of the incident or breach.
Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to your account and our Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
20. Data Deletion; Data Retention
For the User who is not a Subscriber, your data is maintained under the relevant Subscriber’s account. Mosaik is not a party to the relationship between you and the Subscriber(s) you interact with on the platform. Mosaik does not assume any responsibility for your data retention or data deletion. The User is advised to address this matter directly with the Subscriber.
For the Subscriber, we shall delete your data from the Platform upon termination of service, and we assume no responsibility for retaining the same for any regulatory purpose. It is your responsibility to download your data prior to terminating service. If we terminate your service for reasons consistent with our Terms, you will be provided the notice and the opportunity to download your data.
21. Comments and Questions
If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Platform or Services (“Feedback”), then you grant to us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, and global right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you.
If you have any questions or comments about these Terms, please contact us at firstname.lastname@example.org.
22. Governing Law; Venue and Arbitration
You agree to arbitrate any dispute arising from these Terms or your use of the Platform and Services. Arbitration prevents you from suing in court, litigating through a class action lawsuit, or from having a jury trial. You agree to notify each other in writing of any dispute within sixty (60) days of when it arises.
In addition, you agree:
- To make reasonable attempts for informal resolution prior to any demand for arbitration;
- That any arbitration will occur in the state of Delaware, United States;
- That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;
- That the arbitrator has the authority to grant any remedy that would otherwise be available in court;
- That the state and federal courts in Delaware, United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration; and
- That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
23. Class Action Waiver
BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.
24. Termination and Suspension
These Terms are effective until terminated by us. Mosaik, in its sole discretion, has the right to terminate your access to the Platform or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Platform or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Platform. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.
Mosaik is not liable to you or any third-party for termination of your access to the Platform or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform or Services in any way, your only recourse is to immediately discontinue use of the Platform and/or Services. Upon termination of these Terms, you will cease all use of the Platform and Services.
25. Relationship of the Parties
You agree that no joint venture, partnership, employment or agency relationship exists between you and Mosaik as a result of this Agreement or use of the Platform or Services.
26. Force Majeure
We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
27. Third-Party Disputes
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE MOSAIK AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT, AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
This Agreement will inure to the benefit of our successors and assigns. Mosaik may assign this Agreement, including all its rights hereunder, without restriction. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Mosaik.
We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the Platform apply. Updated versions of the Agreement are binding on you with respect to your use of the Platform on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Platform. Your continued use of the Platform after the date of the updated Agreement will constitute your acceptance of the updated Agreement.
The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.
31. Waiver and Conflict
No waiver of by Mosaik of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Mosaik to assert a right or provision under these Terms will not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
32. Entire Agreement
33. Third-Party Rights
This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.
Additional Terms and Conditions for Subscribers
This section contains provisions related to the use of the services by Subscribers. If the company has provided you with an Order Form and any terms in the Order Form contradict the terms contained herein, the Order Form shall be controlling.
The following terms apply to the Implementation and Implementation Fee:
You agree to provide us with all information deemed necessary by us, within our requested timeframe, for effective implementation and prior to the Implementation Date.
You agree that your failure, or a third-party failure to provide us with information deemed necessary by us for effective implementation will result in either a delay in such implementation until said failure is remedied, or an incomplete but usable product, and/or a termination of this agreement without a refund of the Implementation Fee.
You agree that you are responsible for the right to usage, the validity, and the accuracy of the information deemed necessary by us for effective implementation. We do not assume responsibility for this con-compliance by you.
You agree that your failure to review and to validate the Service, or your failure to notify us of pertinent changes or issues for proper and timely implementation, may result in the incurring of additional fees for post-implementation configurations by us.
The Implementation Fee outlined in the Order Form shall be paid prior to the Implementation Services commencing. The Implementation Fee is non-refundable.
The Monthly Fee shall be paid on the same day of each month as the date the Implementation is complete (the “Billing Date”). Failure to pay the Monthly Fee by the 7th day after the Billing Date each month may result in the suspension or termination of your access to the Platform. If your access is terminated during the Initial Term, the Monthly Fee for each month remaining in the Initial Subscription Term shall become due immediately. After the Initial Term, Mosaik may increase the Monthly Fee by providing you with written notice at least thirty (30) days prior to the date that the increased Monthly Fee shall be due. The Monthly Fee is non-refundable.
The Annual Fee or annual pre-payment is non-refundable.
A “Seat” is a license for one individual to use that account and a password to log in to the Platform under your Subscriber account. You are responsible paying for all of the Seats issued under your Subscriber account. Seats (and the passwords associated with them) may not be shared between different individuals.
4. Suspension and Termination
You are responsible for paying fees for the entire Initial Term and may not terminate earlier except as provided below. If you provide notice that you wish to terminate during the Initial Term, Mosaik will terminate your services on the last day of the Initial Term.
Following, the Initial Term either party may terminate the Agreement upon written notice to the other party. Mosaik will cease providing services on the last day of the current billing cycle.
Either party may terminate this agreement, upon notice to the other party, if the other party becomes insolvent or the subject of a bankruptcy, conservatorship, receivership, or similar proceeding, or makes a general assignment for the benefit of its creditors.
Mosaik may, in its sole discretion, immediately suspend access to the Platform if (a) Mosaik believes that suspension is necessary to protect the security or integrity of the Platform, (b) any payment is not within seven (7) days after the Billing Date, or (c) in the event of any breach of the terms of this Agreement by You or Your Invitees. Provided that this Agreement remains in effect and that You and Your Invitees abide by all terms and conditions contained in this Agreement, Mosaik shall promptly restore access to the Platform upon payment of all amounts due; however, Mosaik reserves the right to charge a reasonable reactivation fee prior to resuming the services.
5. Data Deletion; Data Retention
Mosaik may identify you as a customer and may generally describe the Services provided to you as part of Mosaik’s sales and marketing efforts. You authorize Mosaik to use your trademarks and logo for this purpose, subject to any guidelines that you may provide.
7. Responsibility for Invitees.