1. SERVICES OVERVIEW
You must be at least 13 years old to use the Site (or over 16 years of age if you are a resident in the European Economic Area (“EEA”)). If you are at least 13 (or 16 in the EEA) but not yet 18 years of age, please have your parent or legal guardian review the Terms with you, discuss any questions you may have and access the Site for you.
3. USE OF SITE
You may access the Site for personal, non-commercial purposes only. Use of the Site is void where prohibited. By accessing or otherwise using the Site, you hereby acknowledge, warrant and represent that (i) you have read, understand and agree to be legally bound by these Terms; (ii) you have the right, authority and capacity to enter into this agreement and to abide by these Terms; and (iii) if you purport to be acting on behalf of any person or entity, you are authorized to act on behalf of such party.
Mosaic reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. You agree that neither Mosaic nor any of our operating businesses, subsidiaries or affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site (in whole or in part), any content, or features offered through the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.
4. GRANT OF LICENSE
Subject to these Terms and any applicable third party restrictions, Mosaic grants you a revocable, non-transferable, non-exclusive and non-sublicensable, limited right and license, to access and use the Site. Mosaic reserves all rights to ownership or use not expressly stated herein, and disclaims any and all implied licenses.
6. DISCLOSURE OF INFORMATION TO THIRD PARTIES
7. USE OF THE SITE
You agree not to use the Site to:
Use any ‘deep link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain any materials, documents or information through any means not purposely made available through the Site. Mosaic reserves the right to bar any such activity.
Attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or any Mosaic server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.
Probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Mosaic, including any Mosaic account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, as provided for by the Site.
Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Mosaic’s systems or networks, or any systems or networks connected to the Site or to Mosaic.
Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
Pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Submit, email or otherwise transmit any (i) illegal, unsolicited or unauthorized advertising, promotion materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; (ii) submission that is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (iii) information that is bigoted, hateful, is racially or otherwise offensive, violet, vulgar, obscene, pornographic or otherwise sexually explicit; and (iv) pretend that you are, or that you represent to be, someone else, or impersonate or harm any other individual or entity.
Use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights (including but not limited to intellectual property and/or proprietary rights) of Mosaic or others.
8. LINKS TO OTHER SITES
This Site may contain links to other independent third-party sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Mosaic’s control and Mosaic is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites and your use of the Linked Sites is at your own risk.
Mosaic may in its sole discretion and at any time terminate your use of the Site for any or no reason, including, without limitation, if we believe that you have violated or acted inconsistently with these Terms. We may do so without advance notice, such as (but not limited to) if we discontinue the Site or any aspect or features of the Site. Further, you agree that Mosaic shall not be liable to you or any third party for any termination of your access to the Site.
The provisions of these Terms pertaining to disclaimers, exclusions of damages, limitations of liability and indemnification shall survive termination.
10. INTELLECTUAL PROPERTY
You acknowledge and agree that the Site contains software, graphics, photos, or other material (collectively, “Content”) that are protected by copyright, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Mosaic generated Content and Content provided to Mosaic by its operating business, subsidiaries, affiliates and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, Mosaic owns a copyright in the selection, coordinating, arrangement and enhancement of all Content in the Site. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other website, the Site or networked computer environment is strictly prohibited.
The Mosaic name, logos and the names and logos of its affiliates, are the exclusive property of Mosaic and/or corporate affiliates. All other trademarks appearing on the Site are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Site. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
Mosaic owns and asserts a copyright in the selection, coordination, arrangement and enhancement of this Site. Our partners may also have additional proprietary rights in the content that they make available through the Site. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way commercially exploit, any of the content on the Site.
Unless otherwise set forth at the point of submission, you retain ownership of all rights in any Content that you submit through your use of the Site. However, you grant us permission to use such Content in any way we see fit (e.g., for the purposes of marketing and/or promotion of the Site). If you send content or you send us creative suggestions, ideas, notes, drawings, or other information (collectively, the “Submissions”), such Submissions shall be deemed, and shall remain, the property of Mosaic. Mosaic does not and cannot pre-screen or monitor all Content and/or Submissions and as a result, Submissions shall not be subject to any obligation of confidence on the part of Mosaic, and Mosaic shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Mosaic shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
MOSAIC DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. MOSAIC CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MOSAIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOSAIC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOUR SOLE REMEDY AGAINST MOSAIC FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
Mosaic reserves the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (ii) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (iii) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
13. LIMITATIONS OF LIABILITY
You expressly understand and agree that Mosaic shall not be liable 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 Site; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the Site; or (iv) any other matter relating to the Site. In no event shall Mosaic’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you, in any, for accessing the Site.
If any of the exclusions set forth in this section is determined by a court of competent jurisdiction to be unenforceable, then all such express, implied and statutory warranties shall be limited in duration for a period of 30 days after the date on which you first access the Site, and no warranties shall apply after such period.
You agree to indemnify, defend and hold harmless Mosaic, its operating businesses, subsidiaries, affiliates and their respective officers, directors, employees, consultants and agents from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting or arising out of your breach of these Terms. You agree to immediately notify Mosaic of any breach of security known to you.
15. VIOLATION OF THESE TERMS
Mosaic may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Mosaic’s rights or property, or the rights or property of visitors to or users of the Site, including Mosaic’s customers. Mosaic reserves the right at all times to disclose any information that Mosaic deems necessary to comply with any applicable law, regulation, legal process or governmental request. Mosaic also may disclose your information when Mosaic determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that Mosaic may preserve any transmittal or communication by you with Mosaic through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Mosaic determines that such preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms, (iii) respond to claims that any such data violates the rights of others, or (iv) protect the rights, property or personal safety of Mosaic, its employees, users of or visitors to the Site, and the public.
You agree that Mosaic may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if it is determined that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Mosaic, for which monetary damages would be inadequate, and you consent to Mosaic obtaining any injunctive or equitable relief that Mosaic deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Mosaic may have at law or in equity.
You agree that Mosaic may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (i) requests by law enforcement or other government agencies, (ii) a request by you (self-initiated account deletions), (iii) discontinuance or material modification of the Site or any service offered on or through the Site, or (iv) unexpected technical issues or problems.
If Mosaic does take any legal action against you as a result of your violation of these Terms, Mosaic will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Mosaic. You agree that Mosaic will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms.
16. GOVERNING LAW; DISPUTE RESOLUTION
You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the EEA. If you are a consumer based in the EEA, you may make a claim in the courts of the country where you reside. Any claim under these Terms must be brought within 1 year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Mosaic and you arising out of or in connection with your use of the Site, you must first send written notice to MosaicLegal@mosaic.co. The parties agree to attempt, promptly and in good faith, resolve any such dispute. If we are unable to resolve any dispute without a reasonable time (not to exceed 60 days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
17. GENERAL PROVISIONS
Section Headings. The section headings used herein are for convenience only and shall not be given any legal import.
Changes. We retain the right to revise the Site at any time for any reason including without limitation to comply with any applicable law or regulation. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.
No Agency. You hereby agree and acknowledge that your use of the Site does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and Mosaic. In no event shall you have authority to bind, commit, contract for, or otherwise obligate us in any manner whatsoever.
No Third Party Beneficiaries. These Terms are not intended to benefit any third party beneficiaries (except for our affiliates and other related parties as described in these Terms). Accordingly, these Terms may only be invoked or enforced by Mosaic (or Mosaic’s affiliates/related parties) or you.
No Assignment. These Terms are personal to you, and you may not assign them to anyone.
No Modification by Trade Usage / Prior Course of Dealing. These Terms may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a party of these Terms by their express terms.
Failure to Enforce. Mosaic’s failure to enforce at any time, any of the provisions of these Terms, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.
Unenforceability. If any of the provisions of these Terms are found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.
Prevailing Terms. To the extent of any conflict between these Terms and any other document made part of these Terms (by its express terms), these Terms shall prevail except when the other document specifically states that it shall prevail.
Entire Agreement. These Terms and any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Site, constitute the entire agreement between you and Mosaic with respect to the Site.
18. FEEDBACK AND INFORMATION
Any feedback you provide to us relating to this Site shall be deemed to be non-confidential. Mosaic shall be free to use such information on an unrestricted basis.
19. CONTACT US
Mosaic Group Holdings, LLC 555 W 18th Street New York, NY 10011 ATTN: Legal Department Email: MosaicLegal@mosaic.co
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