TERMS AND CONDITION

The Mosaic Services (defined below) offer a simple project management solution. Each Organization’s (defined below) administrator (e.g., the creator of the Account (defined below)) (the “Administrator”) may invite other representatives of the same Organization to affiliate with a particular project (a “Project”) (such Organization’s representatives, “Team Members”). All Administrators and Team Members are collectively “Users;” the Administrators and Team Members associated with a particular Project are the “Project Team.”

1.1 Your Agreement with Mosaic

1.1.1 Your use of the Mosaic Services is governed by this agreement (the "Terms"). "Mosaic" means mosaicapp.com, Mosaic, MosaicApp Inc., located at 58 West 40th Street, 5th Floor, New York, NY 10018, United States, and its subsidiaries or affiliates involved in providing the Mosaic Service. The "Mosaic Services" means the services Mosaic makes available through this website, including this website, the Mosaic project management platform and any other software or services offered by Mosaic in connection to any of those. BY ACCESSING OR USING THE MOSAIC SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, THEN DO NOT USE THE MOSAIC SERVICES.

1.1.2 Your use of the Mosaic Services is subject to the Mosaic Privacy Policy and Acceptable Use Policy, available at Terms, each of which is hereby incorporated by reference into these 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:
(i) are an authorized representative of that Organization with the authority to bind such entity to these Terms and
(ii) 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 support@mosaicapp.com.

1.2 Your Content

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, 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 your Project Content 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:
(i) 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,
(ii) 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
(iii) 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 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.

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:

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;

Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works; 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; 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; 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 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.

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.

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: support@mosaicapp.com

Via U.S. Mail: 58 West 40th Street, 5th Floor, New York, NY 10018.

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).

Mosaic reserves the right to seek damages from any party that submits a notification under this Section in violation of the law.

1.3 Your Account and Use

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.

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 You 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 http://www.mosaicapp.com/terms.html at all times when using the Mosaic Services and may not disassemble, decompile or reverse engineer the Mosaic Services or attempt or assist anyone else to do so.

1.3.5 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.

1.3.6 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.

1.3.7 Mosaic, the Mosaic logo, and other Mosaic logos and product and service names are or may be Mosaic’s trademarks (the “Mosaic Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Mosaic Marks.

1.4 Fees and Payment

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).

1.4.2 You can increase the number of people in your Project Team and Organization and add paid features to your Account (turning your Account into a "Paid Account"). We'll automatically bill you prorated from the date you convert to a Paid Account, on each periodic renewal until cancellation and upon adding new Users to your Paid Account. You're responsible for all applicable taxes.

1.4.3 You may cancel your Account at any time. All cancellations and deletions must be approved by your Organization’s Administrator. Refunds or charges are processed upon changes made by the Administrator. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your access privileges. Refunds for annual subscriptions will be prorated for any uncharged billing cycles as of the date of cancellation.

1.4.4 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 Data Protection

1.5.1 In connection with the Mosaic Services, Mosaic may process Project Content that you provide to Mosaic or that Mosaic has access to on your behalf, including without limitation personally identifiable information. Mosaic will process Project Content only on your behalf and for your benefit, to carry out its obligations pursuant to these Terms, as described in these Terms and in the Privacy Policy.

1.5.2 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.

1.5.3 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.

1.5.4. 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.

1.5.5 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.

1.5.6 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.

1.6 Termination and Modification

1.6.1 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.

1.6.2 You may terminate these Terms at any time by canceling your Account on the Mosaic Services. Cancellation of a Monthly Paid Account will be effective at the end of the renewal term. Cancellation of an Annual Paid Account will be effective at the end of the monthly cycle. Refunds for annual subscriptions will be prorated for any uncharged billing cycles as of the date of cancellation.

1.6.3 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. See 1.5.2 for refund policy on the Termination of a Paid Account.

1.6.4 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.

1.7 Exclusion of Warranties

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.

1.8 Limitation on Liability

1.8.1 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

1.8.2 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.

1.8.3 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.

1.8.4 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.

1.8.5 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.

We make no promises and disclaim all liability of specific results from the use of the Mosaic Services.

1.9 Indemnification

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.

1.10 Changes to Terms; Feedback; General

1.10.1 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.

1.10.2 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, 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.

1.10.3 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.

1.11 Arbitration, Class Action Waiver, Waiver of Jury Trial

1.11.1 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.

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, 5th 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.

1.11.2 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.

1.11.3 No Class Actions. YOU AND MOSAIC AGREE THAT YOU AND MOSAIC MAY BRING 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.

1.11.4 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.

1.11.5 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.

1.11.6 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.

1.11.7 All claims you bring against Mosaic must be resolved in accordance with this Section. All claims filed or brought 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.

1.11.8 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.

1.11.9 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.

1.12 Governing Law; 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 brought 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.

Contact Information
MosaicApp Inc.
58 West 40th Street, 5th Floor
, New York, NY 10018

PRIVACY POLICY

Effective Date: 8/9/19

Last Updated Date: 8/9/19

This Privacy Policy is incorporated by reference into the Mosaic Terms of Use http://mosaicapp.com/terms.html (the “Terms”). The term “Mosaic,” “we,” and “us” includes Mosaic, MosaicApp Inc, our affiliates and subsidiaries. The Privacy Policy explains how Mosaic may:
· collect,
· use, and
· disclose
information we obtain through our website and mobile app, and the Mosaic Services (collectively, the “Services”). All other terms not defined herein will have the meanings set forth in the Terms.

2.1 Information Collected

2.1.1 Registration. We collect personal information, such as your name, company name, and email address when you register for an Account. You may also provide us with optional information for your profile, such as a photograph, your username, and any optional profile information (“Profile Information”).

2.1.2 Using the Services. We collect information you post through the Mosaic Services. For example, when you interact with other users by posting Project Content, the Mosaic Services will collect the information you provide in such submissions, including any personal information.

2.1.3 Payment Processor. If you have a Paid Account, you may need to provide personal information to our third party credit card payment processing company.

2.1.4 Customer Support. We may collect personal information through your communications with our customer-support team.

2.1.5 Communications. Even if you are not a registered user of the Mosaic Services, if you email us we may retain a record of such email communication, including your email address, the content of your email, and our response.

2.1.6 Inviting Friends and Coworkers. If you choose to invite someone to the Mosaic Services, we will ask you for that person’s contact information, which may include their email address and automatically send an invitation. Mosaic stores the information you provide to send the invitation, to track the invitation, and to register them if your invitation is accepted.

2.1.7 Cookies, Automatic Data Collection, and Related Technologies. We and our third-party service providers collect and store information that is generated automatically as you use the Services, including your preferences and anonymous usage statistics. When you visit the Services, we and our third-party service providers receive and record information on our server logs from your browser, and from cookies and similar technology. Cookies are small text files placed in visitors’ computer browsers to store their preferences. Most browsers allow you to block and delete cookies. However, if you do that, the Services may not work properly. For more information, see our policy on Cookies.

2.2 Use of Information Collected

2.2.1 Internal and Service-Related Usage. We use information, including personal information, for internal and Service-related purposes only and may provide it to third parties to allow us to facilitate the Services. We may use and retain any data we collect to provide and improve our Services.

2.2.2 Communications. We may send email to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, or system maintenance.

2.2.3 Marketing. We may use information, including personal information, to facilitate transmittal of information that may be useful, relevant, valuable or otherwise of interest to you. You may opt out of marketing communications by following the opt-out or unsubscribe instructions at the bottom of the email. You may continue to receive Service-related and other non-marketing emails.

2.2.4 As Required By Law and Similar Disclosures. We may use your personal information, other account information, and content if we believe doing so is required or appropriate to: comply with law enforcement requests and legal process, such as a court order or subpoena; respond to your requests; enforce the terms and conditions that govern the Services; protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity; or protect yours’, ours’ or others’ rights, property, or safety.

2.2.5 Aggregate Data. We may anonymize, aggregate or de-identify data collected through the Services by removing information that makes the data personally identifiable to you, and use it for our legitimate business purposes.

2.3 Sharing of Information Collected

2.3.1 We will display your Profile Information on your profile page and elsewhere on the Mosaic Services in accordance with the preferences you set in your Account. You can review and revise your Profile Information at any time by logging into your Account. We will display your Project Content within the Mosaic Services as directed by you.

2.3.2 Displaying to Other Users. The content you post to the Mosaic Services may be displayed on the Mosaic Services. Other users of the Mosaic Services may be able to see some information about you, such as the Project Content you Post to a particular Project. We are not responsible for privacy practices of the other users who will view and use the posted information.

2.3.3 Service Providers. We may utilize third party service providers to assist us in delivering the Services. For example, we may use third parties to help host the Services, send out email updates, or process payments. These service providers may have access to your information for the limited purpose of providing the service we have contracted with them to provide.

2.3.4 As Required By Law and Similar Disclosures. We may share your personal information, other account information, and content if we believe doing so is required or appropriate to: comply with law enforcement requests and legal process, such as a court order or subpoena; respond to your requests; enforce the terms and conditions that govern the Services; protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity; or protect yours’, ours’ or others’ rights, property, or safety.

2.3.5 Merger, Sale, or Other Asset Transfers. If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, sale of company assets, or transition of service to another provider, then your information may be sold or transferred as part of such a transaction as permitted by law and/or contract. The use of your personal information following any of the foregoing events should be governed by the provisions of this Privacy Policy in effect at the time such personal information was collected.

We may also disclose your personal information with your permission.

2.4 Ex-US Visitors

We are headquartered in the United States and have service providers in other countries, and your personal information may be transferred to the United States or other locations outside of your state, province or country where privacy laws may not be as protective as those in your state, province or country. Our Services are governed only by US laws and not by foreign laws.

2.5 Other Sites, Mobile Applications and Services

The Services may contain links to other websites, mobile applications, and other online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or in mobile applications or online services that are not associated with us. We do not control third party websites, mobile applications or online services, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use and sharing of your personal information. We encourage you to read the privacy policies of the other websites and mobile applications and online services you use.

2.6 Security; Communications

We take steps to ensure that your information is treated securely and in accordance with this Privacy Policy. Unfortunately, the Internet cannot be guaranteed to be 100% secure, and we cannot ensure or warrant the security of any information you provide to us. We do not accept liability for unintentional disclosure.

2.7 Changes to Our Privacy Policy

2.7.1 Posting of Revised Privacy Policy. We will post any adjustments to the Privacy Policy on this web page, and the revised version will be effective when it is posted. If you are concerned about how your information is used, bookmark this page and read this Privacy Policy periodically.

2.7.2 New Uses of personal information. From time to time, we may desire to use personal information for uses not previously disclosed in our Privacy Policy. If our practices change regarding previously collected personal information in a way that would be materially less restrictive than stated in the version of this Privacy Policy in effect at the time we collected the information, we will make reasonable efforts to provide notice and obtain consent to any such uses as may be required by law.

Contact Information
MosaicApp Inc.
58 West 40th Street, 5th Floor
New York, NY 10018
support@mosaicapp.com

ACCEPTABLE USE

This Acceptable Use Policy is incorporated by reference into the Mosaic Terms of Use http://mosaicapp.com/terms.html (the “Terms”). The term “Mosaic,” “we,” and “us” includes Mosaic, MosaicApp Inc, our affiliates and subsidiaries. Terms not defined in this Acceptable Use Policy will have the meanings set forth in the Terms.

3.1 Compliance

All Users are expected to comply with this Acceptable Use Policy. Failure to do so may result in suspension or termination of your Account. If you have agreed to Mosaic’s Terms of Service on behalf of your Organization, then this Acceptable Use Policy will apply to all Users of the Mosaic Services under your Account.

3.2 Acceptable Use of the Mosaic Services

No Misuse of the Mosaic Services. You agree not to misuse the Mosaic Services. For example, you may not:

1. use the Mosaic Services for any unlawful purpose or for promotion of illegal activities

2. impersonate another person through the Mosaic Services or otherwise misrepresent an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;

3. publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;

4. send unsolicited communications, promotions advertisements, or spam;

5. publish or link to malicious content intended to damage or disrupt another user’s browser or computer

6. access, tamper with, or use nonpublic areas of the Mosaic Services, Mosaic’s computer systems, or the technical delivery systems of Mosaic’s providers;

7. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

8. access or search the Mosaic Services by any means other than Mosaic’s publicly supported interfaces (for example, “scraping”);

9. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Mosaic Services to send altered, deceptive or false source-identifying information;

10. interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Mosaic Services, or by scripting the creation of Project Content in such a manner as to interfere with or create an undue burden on the Mosaic Services;

11. promote or advertise products or services other than your own without appropriate authorization;

12. use, display, mirror, frame or utilize framing techniques to enclose the Mosaic Services, including any Mosaic Content available on or through the Mosaic Services, or any portion thereof, through any other application or website, unless and solely to the extent Mosaic makes available the means for embedding any part of the Mosaic Services or Mosaic Content;

13. provide any false personal information to Mosaic or any other User, or create a false identify or impersonate another person or entity in any way;

14. create a new account with Mosaic, without Mosaic’s express written consent, if Mosaic has previously disabled an account of yours;

15. solicit, or attempt to solicit, personal information from other Users;

16. unless expressly permitted, copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Mosaic Services without Mosaic’s prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without Mosaic’s express written consent:
(a) altering, defacing, mutilating or otherwise bypassing any approved software through which the Mosaic Services is made available; and
(b) using any trademarks, service marks, design marks, logos, photographs or other content belonging to Mosaic or obtained from the Mosaic Services;

17. assist or permit any persons in engaging in any of the activities described above.

3.3 Content Standards

You may not post any Project Content on the Mosaic Services that:

1. May create a risk of harm, loss, or physical or mental injury to any other person or the risk of loss or damage to any property;

2. violates of any applicable law, any intellectual property rights, or anyone’s right of privacy or publicity;

3. is defamatory, libelous or threatening or that constitutes hate speech; or

4. contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.