2. AGE REQUIREMENT
You must be 13 years of age or older to use the Site (or over 16 years of age if you are 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 these Terms with you, discuss any questions you might have, and access the Site for you.
3. USE OF SITE; ELIGIBILITY; GRANT OF LICENSE
You may access the Site for personal, non-commercial purposes. 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, and to abide, by these Terms, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms; and (iii) if you purport to be acting on the behalf of any person or entity, you are authorized to act on behalf of such party.
We reserve the right, at any time and from time to time, to temporarily or permanently, in whole or in part, to: modify or discontinue the Site, including, but not limited to (i) restricting the time the Site are available, (ii) restricting use of certain Site to users in specified geographic regions, (iii) restricting the amount of use of the Site permitted, and (iv) restricting or terminating any user’s right to use the Site, with or without notice. You agree that neither we nor any of our 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 to these Terms will constitute your acceptance of such changes.
Subject to the terms and conditions set forth herein, 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.
4. DISCLOSURE OF INFORMATION TO THIRD PARTIES
5. STANDARDS AND CONDUCT
You agree to not use the Site to:
Submit, email or otherwise transmit any submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) impersonates or otherwise harms or can reasonably be expected to harm any person or entity;
Submit, email or otherwise transmit any submission that infringes any intellectual property and/or proprietary rights of any party;
Submit, email or otherwise transmit any illegal, unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Submit, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Site;
Collect or extract data through any robot, bot, software, or other automated method, otherwise “scrape” data posted on or through the Site, or manually extract data from the Site for any commercial purpose, or authorize any third party to do any of the foregoing;
Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Site.
6. LINKS, EXTERNAL SITES, SOCIAL NETWORKS AND RESOURCES
7. DISCLAIMERS OF WARRANTIES
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOU USE IT AT YOUR SOLE RISK. MOSAIC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE. WITHOUT LIMITATION, MOSAIC MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE SITE OBTAINED WILL MEET YOUR EXPECTATIONS.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF ANY SITE REMAINS SOLELY WITH YOU.
8. LIMITATION 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, IF 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 THIRTY (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 PARENT ENTITY(IES), AFFILIATES AND SUBSIDIARY COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LOSSES, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR VIOLATION OF THESE TERMS. YOU AGREE TO IMMEDIATELY NOTIFY MOSAIC OF ANY BREACH OF SECURITY KNOWN TO YOU.
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, exclusion of damages, limitations of liability and indemnification shall survive termination.
11. INTELLECTUAL PROPERTY
You acknowledge and agree that the Site contains software, graphics, photos, or other material (collectively, “Content”) that are protected by copyrights, 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 affiliates, partners 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, coordination, 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.
Further, we own and assert a copyright in the selection, coordination, arrangement and enhancement of this website. 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 this website.
Unless otherwise set forth at the point of submission, you retain ownership of all rights in any Content that you submit, through the use of the Site. However, you grant us permission to use such Content in any way we see fit, for instance for the purposes of marketing and/or promotion of the Site. If, at our request, 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. None of the Submissions shall 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.
13. ARBITRATION AND GOVERNING LAW
The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Site, or the Website shall be BINDING ARBITRATION administered by the American Arbitration Association. The only exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.
By using the Site in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING, INCLUDING CLASS ARBITRATION or other representative action or proceeding. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our arbitration procedures below.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
This Agreement, and any dispute between you and the Company, shall be governed by the laws of the State of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
If you have a dispute with us regarding the Site, you must first send written notice to us at should be reported to email@example.com. We will attempt to resolve any disputes you have with us. The parties agree to negotiate resolution of the dispute in good faith for no less than sixty (60) days after you provide notice of the dispute. If we do not resolve your dispute within sixty (60) days from receipt of notice of the dispute, either party may pursue a claim in arbitration pursuant to the terms of this Section 13.
14. 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 us. 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, and does not create any third-party beneficiaries (except for our affiliates and other related parties as described in these Terms). Accordingly, this Agreement may only be invoked or enforced by us (or our affiliates/related parties) or you.
No Assignment. This Agreement is personal to you, and you may not assign it to anyone.
No Modification by Trade Usage/Prior Course of Dealing. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of these Terms by their express terms.
Failure to Enforce. Our 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 provision of these Terms is 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 and enforceability of any remaining provisions.
Prevailing Terms. To the extent of any conflict between these Terms and any other document made a part of the Agreement 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 or Site, constitute the entire agreement between us and you with respect to the Site.
15. HOW TO CONTACT US
If you have any questions about these Terms or our information-handling practices, or wish to review, amend or delete any personal information we are storing, please contact us by email or postal mail as follows:
Mosaic Group Holdings, LLC 330 West 34th Street, 5th Floor New York, NY 10001 ATTN: Privacy Officer/Legal Dept. email: firstname.lastname@example.org
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