Terms of Service

Last Modified September 6, 2024

Mosaic AI Solutions, Inc., a Delaware corporation ("us," "we" or "MosaicAI"), is committed to maintaining a strong, meaningful, and enjoyable user experience for you and the other users of our Services (defined below).

These Terms of Service (these "Terms"), along with any applicable Other Agreements (defined below) and our Privacy Policy located at genie-enterprise.mosaicai.co/privacy, which is incorporated herein by reference ("Privacy Policy"), govern your access to and use of our website located at genie-enterprise.mosaicai.co (the "Site") and social media accounts, pages, and other applications ("Social Media Accounts"), including, without limitation, any content, functionality, and Services offered on or through any of the foregoing.

These Terms apply to visitors of the Site or Social Media Accounts, any subscribers of our publications, newsletters, or notifications, any contributors of content to the Site or Social Media Accounts, any users, viewers, subscribers, or purchasers of our products or services, and any of our other customers, clients, members, and partners (all of whom may be referred to as "you" in these Terms). The Site, our products, services, and communications promoted, offered, or accessible on the Site, the Social Media Accounts, other MosaicAI related websites or applications, and any other MosaicAI product or services related to the foregoing are collectively referred to herein as the "Services."

The Services provide access to (a) commercial real estate investment opportunities (each an "Opportunity") from various sponsors (each a "Sponsor") who use the Site and other Services to solicit investments for their Opportunities and (b) certain third-party services related to pursuing Opportunities, which, depending on your access could be used in connection with making an investment in an Opportunity directly with a Sponsor. However, you should not solely rely on the Services or the information therein to make decisions about investing in any Opportunity or related activity. You acknowledge that by making any investment decisions based on any information provided by the Services, you have or will conduct your own due diligence and have sought or will seek your own professional investment and legal advice for any Opportunity.The Services are not guaranteed to be error-free, complete, or suitable for your purposes and your reliance on any Services is at your sole risk and expense. You should not rely on any information provided by the Services for any reason, including, without limitation, in connection with your due diligence of an Opportunity or requirements in connection with consummating any Opportunity. Accordingly, the Services may be used for private, personal and informational purposes only. By visiting the Site and/or using the Services, you confirm that you will not rely on the information therein to make any investment related decisions. The investment related information expressed on the Site and within the Services are generated by Sponsors or other third parties directly and are not vetted or verified by MosaicAI and shall not be considered to be advice or recommendations about your use of any of the information from the Services.

We offer a wide range of Services, and sometimes additional terms of MosaicAI may apply. When you use certain Services, you may also be subject to additional guidelines, terms, and agreements of MosaicAI that are applicable to such Services, which are all incorporated herein by reference ("Other Agreements"). If these Terms are inconsistent with the Other Agreements, those Other Agreements will control.

BY CLICKING "SIGN UP," "MAKE A PLEDGE," "SIGN IN," OR "LOGIN" (OR SIMILAR PHRASING), OR BY OTHERWISE VIEWING, USING, REGISTERING FOR, OR ACCESSING AND/OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. PLEASE READ THESE TERMS AS WELL AS THE PRIVACY POLICY AND OTHER AGREEMENTS CAREFULLY.

YOU MAY NOT ACCESS OR USE THE SERVICES, IF YOU (A) DO NOT AGREE TO THESE TERMS, THE PRIVACY POLICY, AND ANY APPLICABLE OTHER AGREEMENTS, (B) ARE NOT AT LEAST THE AGE OF MAJORITY IN YOUR JURISDICTION, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES BY APPLICABLE LAW.

BY CLICKING "SIGN UP," "MAKE A PLEDGE," "SIGN IN," OR "LOGIN" (OR SIMILAR PHRASING), OR BY OTHERWISE VIEWING, USING, REGISTERING FOR, OR ACCESSING AND/OR USING THE SERVICES, YOU HEREBY REPRESENT THAT YOU (A) HAVE READ, UNDERSTOOD AND ACCEPTED THESE TERMS, THE PRIVACY POLICY, AND ANY APPLICABLE OTHER AGREEMENTS, (B) WILL BE FINANCIALLY RESPONSIBLE FOR YOUR ACCESS TO OR USE OF THE SERVICES, (C) ARE AT LEAST THE AGE OF MAJORITY IN YOUR JURISDICTION, AND (D) MAY OTHERWISE ENTER INTO AND FORM BINDING CONTRACTS UNDER APPLICABLE LAW.

IF YOU CHOOSE NOT TO ACCEPT THESE TERMS, DO NOT CLICK "SIGN UP," "MAKE A PLEDGE," "SIGN IN," OR "LOGIN" (OR SIMILAR PHRASING), OR OTHERWISE VIEW, REGISTER FOR, ACCESS, OR USE THE SERVICES.

IMPORTANT INVESTMENT NOTICES

MOSAICAI IS NOT A REGISTERED BROKER/DEALER. You understand and agree that the Services exist solely as a resource hub and platform (a "mere conduit") for Sponsors to post and potential investors to review Opportunities. MosaicAI is not a professional body nor are we regulated by any regulatory body. If you choose to pursue any Opportunity, the Services may provide you access to and/or the ability to sign various agreements regarding such Opportunity (the "Investment Documents"), which all such Investment Documents shall be solely between you and the applicable Sponsor (and in no event MosaicAI). The Services do not constitute an offer by us to provide any investment or real estate advice or related services. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available by a Sponsor in connection with any Opportunity, Services provided in connection with an Opportunity and/or through its posting of an Opportunity on the Site. We do not and shall not perform any analysis of investor suitability or review of any Opportunity Content (defined herein) or Investment Documents with respect to any Opportunities. Independent professional advice should be sought in all cases before investing in an Opportunity. We do not endorse or recommend any Sponsors or Opportunities. We also do not offer legal or tax advice. You are highly encouraged to seek professional advice for all legal and tax related questions prior to investing in Opportunities. We reserve the right to reject, cancel, interrupt, remove and/or suspend any Opportunity. MosaicAI is not liable for any damages as a result of any of those actions or otherwise. Any transaction related to an Opportunity shall not be consummated through the Services and you shall be solely responsible for consummating such transaction(s) directly with a Sponsor or through another third-party provider in accordance with a Sponsor's instructions. For purposes of clarity, to the extent the Services provide the ability to (A) sign documents, (B) exchange funds, and/or (C) be issued any securities, you acknowledge and agree that our role was solely to administratively assist in facilitating the applicable transaction. Further, any such transaction shall be solely between you and Sponsor (and in no event MosaicAI). MosaicAI shall not be involved in (and shall not be responsible or liable for) (A) the content of any Opportunity Content, Investment Documents or other communication, interaction or solicitation of potential investors, (B) any transmission, handling, or accepting of funds between you and a Sponsor related to any Opportunity (or otherwise), or (C) any other actions or omissions related to solicitation and/or consummating any investment for an Opportunity, including, without limitation, the issuance of any securities, which are solely handled by and the sole responsibility of Sponsor or a third party on Sponsor's behalf.

ACCOUNT REGISTRATION AND ACTIVITY

MosaicAI Account. In connection with certain Services or otherwise to use certain areas of the Site, you may be required or have the option to register an account with MosaicAI directly. Our practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy. In connection with registering an account with us, you represent and warrant that all information you provide to us is accurate and complete and you will update such information so that it is kept current, accurate, and complete at all times. Providing inaccurate registration information constitutes a breach of these Terms. We reserve the right, in our sole discretion, to disapprove of or reject any request to become a registered user and to suspend or terminate your authorization to use the Site or the Services at any time and for any reason, with or without cause. Unless we expressly authorize you to do so, you are only authorized to create and use one account for the Site and are prohibited from using alter egos or other disguised identities when using the Site (or applicable Services). Additionally, all users of the Services must be human and accounts registered by automated methods are not permitted.

Third Party Services. In connection with registering an account with us, you may have the option to link your account with your account from a third party service, such as Docusign or Google ("TSP"). By enabling TSP access, you are allowing us to pass your login information to these TSPs for this purpose. In addition, you are allowing us to access, make available, and store any information, content, or other materials that you have provided to or stored in your TSP account. You can revoke our access to any TSP account at any time by disconnecting your TSP account via your account. Please remember that the manner in which a TSP uses, stores, and discloses your information is governed solely by the policies of such TSP and we shall have no liability or responsibility for the privacy practices or other actions of any TSP that may be enabled within the Site or Social Media Accounts.

Account Activity. You are responsible for any activity conducted through your account, including any communications made concerning Opportunities. You understand that such Services are personal to you, and you may not resell, transfer, or make available access to your Services or your account name and password to any other party. Any distribution by you of your account name and password may result in cancellation of the Services and charges based on unauthorized use. We reserve the right to temporarily or permanently disable access to your account if your usage significantly exceeds average usage.

Account Name, Password, Security. You are solely responsible for protecting the confidentiality of your account name and password and for restricting access to your computer and agree to accept responsibility for all activities that occur under your account or password. You agree to notify us immediately of any unauthorized use of any account name and/or password or any other breach of security regarding the Site or the Services. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Consent to Receive Communications. By creating an account, using the Site or Social Media Accounts, or otherwise providing your information to MosaicAI, you agree that you may receive communications from MosaicAI or Sponsors through the Services, or directly, including, without limitation, emails, text messages, newsletters, promotions, special offers, account reminders and updates. Any applicable charges you incur as a result of a particular method of communication by MosaicAI or through the Services shall be your sole responsibility. You also understand that you may remove yourself from non-transaction-based communications by following the unsubscribe instructions within the actual email. When you use the Site or Services or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notifications, or notices and messages on the Site or Social Media Accounts, or through other TSP accounts. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Investor Requirements. Some of the Opportunities require investors to be "Accredited Investors," as defined by the Securities Act of 1933, as amended, or otherwise satisfy all other qualifications required by the Securities Act of 1933. To the extent this is required, you represent and warrant that you qualify as an "Accredited Investor" and/or satisfy all other required qualifications and may be asked to verify such qualification through a third party verification service, which may be accessible through or on the Services. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. MosaicAI is not responsible for verifying any Accredited Investor's status or other qualifications and you shall be solely responsible for such verification directly with a Sponsor or other third party in accordance with the instructions of a Sponsor.

LICENSE FOR SERVICES

Subject to these Terms (and your agreement thereto), MosaicAI grants you a limited, non-exclusive, and nontransferable license to (a) access and use the Services for your private, personal and informational purposes, only on devices owned or otherwise controlled by you; and (b) access and use, on such device, the Services strictly in accordance with these Terms. You acknowledge and agree that the Services are provided under the license granted herein, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. MosaicAI and/or our licensors and service providers reserve and shall retain our/their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other Intellectual Property Rights (defined below) therein or relating thereto, except as expressly granted to you in these Terms. In connection with the Services and the license granted hereunder, you shall not:

  1. (a) copy the Services;
  2. (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
  3. (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
  4. (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other Intellectual Property Rights notices from the Services, including any copy thereof;
  5. (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; or
  6. (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.

USE OF THE SERVICES

You agree to comply with all applicable laws and regulations regarding your use of and access to the Services. Notwithstanding anything contained herein to the contrary, you agree to not engage in any of the following prohibited activities in connection with the Services:

  1. (a) Breach, violate, or circumvent any federal, state, local, or international laws or regulations, third-party rights or our systems, policies, or determinations of your account status;
  2. (b) use the Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using the Services;
  3. (c) manipulate or interfere with any other user's posting or content on or use of the Services;
  4. (d) exploit, harm, or attempt to exploit or harm any other users of the Services in any way by exposing them to inappropriate content, asking for personally identifiable information, or exposing them to abusive behavior, harassment, illegal activities, or otherwise;
  5. (e) send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in these Terms;
  6. (f) transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
  7. (g) impersonate another person or otherwise misrepresent your affiliation with a person or entity;
  8. (h) hide or attempt to hide your identity;
  9. (i) distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  10. (j) upload, introduce, or distribute invalid data, Trojan horses, logic bombs, viruses, worms, or any other technologies or materials that is malicious or technologically harmful;
  11. (k) use any robot, spider, scraper, data mining tools, data gathering and extraction tools or other automated means to access or use the Services for any purpose;
  12. (l) interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
  13. (m) interfere with the working of the Services or impose an unreasonable or disproportionately large load on our infrastructure;
  14. (n) export or re-export any MosaicAI application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  15. (o) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to MosaicAI, including, without limitation, reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from the Services;
  16. (p) infringe any Intellectual Property Rights that belong to third parties or post content that does not belong to you;
  17. (q) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services;
  18. (r) commercialize any MosaicAI content or the Services or any information or software associated with the Services, except with the prior written consent of MosaicAI;
  19. (s) attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
  20. (t) harvest or otherwise collect information about users, including account names, from the Services or any other information provided by the Services;
  21. (u) modify copies of any information or materials from the Services;
  22. (v) print, copy, download or otherwise use or provide another person with access to the Services; or
  23. (w) circumvent any technical measures we use to provide the Services.

MOSAICAI CONTENT

Use of Opportunity Content. Opportunities and Sponsor content ("Opportunity Content") posted or published through our Services should be used for private, personal and informational purposes only and our display or publishing of Opportunity Content does not constitute advice or recommendations regarding your private, personal and informational use. We do not represent or warrant the accuracy, completeness, usefulness, timeliness, currentness, or reliability of such information. If you make decisions in reliance on Opportunity Content, you do so at your own risk and MosaicAI, its employees, directors or agents will not be liable for any losses or damages that you may sustain. Any Opportunity Content is not an offer to contract by us and any we do not accept responsibility for any omission or inaccuracy in such Opportunity Content. In operating the Services, we are not engaged in offering, selecting, approving or recommending any action to be taken, regardless of whether such action seems to be represented or referred to therein and MosaicAI, its employees, directors or agents will not be liable if the Services offered are not suitable for your needs. You are responsible for determining whether the Services are appropriate or suitable based on your individual objectives and circumstances. The Services are not suitable for everyone. You recognize that MosaicAI has no duties or obligations towards you or any other user. You acknowledge that publishing Opportunity Content does not represent advice or recommendations and you agree to waive any such claim you may have against MosaicAI or other user who publishes content on or through the Services.

Content Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOSAICAI DISCLAIMS ANY AND ALL LIABILITY IN THE EVENT THAT ANY OPPORTUNITY CONTENT OR OTHER INFORMATION, ANALYSIS, AND/OR OPINIONS POSTED ON OR THROUGH THE SERVICES ARE INACCURATE, INCOMPLETE OR UNRELIABLE; OR RESULT IN LOSS (INCLUDING INVESTMENT LOSSES). NOTHING POSTED ON OR THROUGH THE SERVICES SHOULD BE CONSTRUED AS A RECOMMENDATION FOR ANY ACTION BY US OR BY ANY THIRD PARTY. YOU ACCEPT AND AGREE THAT ANY USE OF OPPORTUNITY CONTENT OR OTHER INFORMATION, ANALYSIS, AND/OR OPINIONS POSTED ON OR THROUGH THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON SUCH INFORMATION AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Artificial Intelligence. Our Services may include artificial intelligence and machine learning, which are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in output that does not accurately reflect real people, places, or facts. When you use our Services you understand and agree that output may not always be accurate. You should not rely on output from our Services as a sole source of truth or factual information, or as a substitute for professional advice. You must evaluate output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing output from the Services. You must not use any output for any purpose that could have a legal or material impact such as making investment choices or other important decisions.

SUBMISSIONS

Generally. The Services may contain profiles or other interactive features that may allow you to submit, post, or upload various forms of media content and written communications, including, without limitation, text, files, images, photos, video, applications, or any other materials, as well as suggestions, ideas, comments, likes, questions, events, updates, or other information (collectively, "Submissions"). All of your Submissions will be considered non-confidential and non-proprietary and must comply with these Terms. MosaicAI reserves the right to remove or edit any of your Submissions, but does not regularly review Submissions (including Submissions by you or other users). You agree to pay for all royalties, fees, and any other monies owing to any person by reason of and otherwise be fully responsible for your Submissions (including the legality, reliability, accuracy, and appropriateness of your Submissions). MosaicAI takes no responsibility and assumes no liability for any Submissions provided by you or any third party.

Content Standards. Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Submissions must not:

  1. (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  2. (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  3. (c) infringe any Intellectual Property Rights or other rights of any other person;
  4. (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and the Privacy Policy;
  5. (e) be likely to deceive any person;
  6. (f) promote any illegal activity, or advocate, promote, or assist any unlawful act;
  7. (g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy or be otherwise injurious to any other person;
  8. (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
  9. (i) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case;
  10. (j) be materially unrelated to the industry/market applicable to MosaicAI community; or
  11. (k) cconsist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam" or unsolicited commercial electronic messages.

Ownership of Submissions. MosaicAI does not claim any ownership rights in the Submissions posted on or through the Services. You represent and warrant that (a) you own Submissions posted by you or otherwise have the right to grant the license set forth below, (b) the posting and use of your Submissions does not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights or any other rights of any person, and (c) the posting of your Submissions does not result in a breach of contract between you and a third party. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your Submissions and you remain ultimately responsible for it. Subject to these Terms and except as otherwise described in any applicable Other Agreements, you hereby grant to MosaicAI the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Submissions (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Submissions combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Submissions for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to MosaicAI to your Submissions, you also hereby grant to MosaicAI the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any Submissions, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted above.

Monitoring and Enforcement. You agree that MosaicAI has the right, but not the obligation, to (a) monitor at any time, for any reason at its sole discretion, all Submissions and other material and content posted on or through the Services, or the usage of the Services, and/or (b) take any action (without prior notice) with respect to any Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such Submissions violate these Terms, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Services, or the public, or could create liability for MosaicAI, including, without limitation, reviewing, censoring, deleting, or prohibiting the transmission or receipt of any Submissions. During monitoring, data may be examined, recorded, copied, and used by MosaicAI. Use of the Services by you, authorized or unauthorized, constitutes consent to such foregoing monitoring. Without limiting the foregoing, we have the right to cooperate fully 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 Services. YOU WAIVE AND HOLD HARMLESS MOSAICAI AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Deleted Submissions. Deleted Submissions may be stored by MosaicAI in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your Submissions. In other words, MosaicAI is not a backup service and we will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Submissions.

Other Content. While we try to offer reliable data, we cannot promise that any Submissions or other content provided through the Site or Social Media Accounts will always be available, accurate, complete, and up-to-date. You agree that MosaicAI is not responsible for examining or warranting any Submissions or other content provided by other users or third parties through the Services and you will not attempt to hold us liable for any inaccuracies. It is your responsibility to review and verify any Submissions or other content provided by other users' or third parties' submissions and activities. Submissions or other content provided through the Services may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings and not to create any derivative works based on such Submissions and other content. If you have any concerns about inappropriate or unsafe Submissions or Submissions that otherwise violate these Terms, you may report such Submissions by sending us written notice in accordance with these Terms. After reviewing reported items, we'll take them down if we believe necessary.

COPYRIGHT INFRINGEMENT POLICY

Generally. MosaicAI respects the intellectual property of others and desires to offer Services that contain no content that violates those rights. These Terms require that information posted by users be accurate, lawful and not in violation of the rights of third parties. To promote these objectives, MosaicAI provides a process for submission of complaints concerning Submissions posted by others on the Services. Please note that whether or not we disable access to or remove content, MosaicAI may make a good faith attempt to forward the written notification, including the complainant's contact information, to the user who posted the content and/or take other reasonable steps to notify the user that MosaicAI has received notice of an alleged violation of Intellectual Property Rights or other content violation. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of users, or groups as the case may be, who infringe or repeatedly infringe the rights of others, otherwise post unlawful content, or whose usage exceeds average usage. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Notice of Copyright Infringement. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), MosaicAI has implemented procedures for receiving written notification of claimed infringements. MosaicAI has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may send us a written notice identifying the copyright infringement, which contains:

  1. (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. (b) a description of the copyrighted work that you claim has been infringed;
  3. (c) a description specifying the location on the Site or Social Media Accounts of the material that you claim is infringing;
  4. (d) your email address and your mailing address and/or telephone number;
  5. (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;
  7. (g) a true and correct copy of a Copyright Registration Certificate issued by an appropriate governmental unit with respect to the copyrighted work upon which the claim is based; and
  8. (h) a true and correct copy of the deposit of the copyrighted work submitted by you to the appropriate governmental unit in connection with the your application to register the copyrighted work.

Please submit your notice to our designated copyright agent:

Golan Christie Taglia LLP

c/o Mosaic AI Solutions, Inc.

70 West Madison Street, Suite 1500

Chicago, Illinois 60602

Attention: Beverly A. Berneman

Email: baberneman@gct.law

Counter-Notice. If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice, pursuant to Sections 512(g)(2) and (3) of the DMCA. You may send us written notice identifying your counter-notice regarding a claim of copyright infringement, which contains:

  1. (a) your physical or electronic signature;
  2. (b) identification of the material removed or to which access has been disabled;
  3. (c) a statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;
  4. (d) your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the judicial district of Cook County, Illinois, if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent.

Please submit your counter-notice to MosaicAI's designated copyright agent to the address specified above.

SOCIAL MEDIA ACCOUNTS POLICY

Generally. Your use or viewing of or access to MosaicAI's Social Media Accounts, such as social networking pages or profiles, blogs, and file sharing sites (i.e., Facebook, X, LinkedIn, Instagram, TikTok), is subject to these Terms, the Privacy Policy, and the terms of use of the applicable social media platform. MosaicAI may post links, offers, or other information or statements on its Social Media Accounts. MosaicAI reserves the right to discontinue any of the Social Media Accounts at any time.

No Representation or Warranty. The information presented on or through the Social Media Accounts is made available solely for general information purposes. We do not represent or warrant the accuracy, completeness, usefulness, timeliness, currentness, or reliability of such information. You agree and acknowledge that your review of all content on the Social Media Accounts is at your own risk, and you should not rely on any information or advice presented on or through the Social Media Accounts. Any reliance you place on such information or advice 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 our social media accounts, or by anyone who may be informed of any of its contents. In addition, you agree that MosaicAI is not responsible, and shall have no liability to you, with respect to any information on the Social Media Accounts, even if it is defamatory, offensive, or illicit.

No Endorsement. MosaicAI does not endorse, support, sanction, encourage, verify, or agree with the comments, opinions, or statements posted on the Social Media Accounts. Any online information or material, including advice and opinions, are the views and responsibility of those making the comments. Also, please keep in mind that if MosaicAI follows another user's account, "likes" another page, re-tweets, "favorites," shares, or otherwise re-posts another user's content, such an action does not constitute an endorsement.

Content on Social Media Accounts. All comments submitted or posted on the Social Media Accounts are considered Submissions and subject to the terms, conditions, requirements, and restrictions concerning Submissions as outlined above. In addition, MosaicAI reserves the right to review, delete, edit, or move any Submissions on the Social Media Accounts and/or to block any social media follower in its discretion.

Use of Social Media Accounts. The Social Media Accounts are not the appropriate place to resolve issues, complaints, or suggestions about individual sales and service experiences of our Services. This does not mean we do not want to hear about such issues, but these types of concerns are best handled by trained representatives. If you're interested in sharing comments or feedback outside the scope of the Social Media Accounts, you can send a message to info@mosaicai.co. Comments may be forwarded to other MosaicAI departments and personnel to ensure appropriate follow-up.

THIRD PARTY LINKS

The Site or Social Media Accounts may contain links to third-party websites, advertisers, or services that are not owned or controlled by MosaicAI. Where MosaicAI provides such third-party links, no representations or endorsements are made in connection with such sites and such third-party links are only directed at and intended for residents of jurisdictions where the use of the advertised services is lawful. MosaicAI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from the Site or Social Media Accounts, you do so at your own risk, and you understand that these Terms, the Privacy Policy, and any applicable Other Agreements do not apply to your use of such sites. You expressly relieve MosaicAI from any and all liability arising from your use of any third-party website or services or third-party owned content. Additionally, your dealings with or participation in promotions of advertisers found through the Site or Social Media Accounts, including payment and delivery of goods and any other terms (such as warranties), are solely between you and such third parties and you agree to comply with any requirements imposed by such third-parties. You agree that MosaicAI shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We have not necessarily reviewed any or all of the content from such third party providers, do not guarantee the accuracy of such content, and expressly disclaim responsibility for such content. We encourage you to be aware of and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

MODIFICATION AND AVAILABILITY

MosaicAI may, at any time, delete, modify, or supplement any portion or all of the Services without prior notice. We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Services, including, but not limited to, content, features or hours of availability. MosaicAI may also impose limits on certain features of the Services, or restrict your access to all or part of any of the Services, without notice or penalty. MosaicAI does not guarantee continuous, uninterrupted or secure access to the Services. The operation of the Services may be interfered with by numerous factors outside of our control. MosaicAI shall not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of orders.

SECURITY

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

INTELLECTUAL PROPERTY

The Services contain trademarks, trade names, content, analyses, features, functionality, video, audio, images, displays, works of authorship, text, files, photos, designs and other material of MosaicAI ("MosaicAI Content"). MosaicAI Content and all Intellectual Property Rights thereto are protected by United States and international copyright, trademark, patent, trade secret and other proprietary or Intellectual Property Rights laws and MosaicAI or its licensors is and shall at all times remain the sole and exclusive owner of the MosaicAI Content and all Intellectual Property Rights thereto. MosaicAI hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the MosaicAI Content (excluding any software code) solely for your private, personal and informational use in connection with viewing, accessing or using the Services. Except as expressly authorized by MosaicAI, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the MosaicAI Content, in whole or in part. In connection with your use of the Services, you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Services other than as specifically authorized herein is strictly prohibited. The technology underlying any of the Services is the property of MosaicAI, our affiliates, licensors, and/or contractors. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services. Any rights not expressly granted herein are reserved by MosaicAI.

The name "MosaicAI" and all other MosaicAI marks, logos, product and service names, designs, and phrases that we use on the Site or in connection with our Services are trademarks, service marks, or trade dress of MosaicAI or its affiliates or licensors. You may not use such marks without the express written prior permission of MosaicAI. Other company, product, and service names and logos used and displayed through the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to MosaicAI and may not be used by you without permission. Any use of such marks, or any others displayed on through the Services will inure solely to the benefit of their respective owners.

INDEMNIFICATION, DISCLAIMER, LIABILITY, AND RELEASE

Indemnification. You agree to indemnify and hold harmless MosaicAI, its affiliated companies and their respective officers, directors, employees, managers, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs) made by any party due to or arising out of your (a) breach of these Terms, (b) improper use of or access to the Services or (c) breach of any law or the rights of a third party. MosaicAI shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand; provided, however, that MosaicAI, at its option and expense, may participate and appear on an equal footing with you. You shall not settle any claim or demand without the written consent of the Indemnified Parties, with such consent not to be unreasonably withheld or delayed.

Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOSAICAI CONTENT AND THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER MOSAICAI NOR ANY PERSON ASSOCIATED WITH MOSAICAI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, TIMELINESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR MOSAICAI CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER MOSAICAI NOR ANYONE ASSOCIATED WITH MOSAICAI REPRESENTS OR WARRANTS THAT THE SERVICES, MOSAICAI CONTENT, OR ANY OTHER CONTENT OR SUBMISSIONS POSTED ON OR THOUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. MOSAICAI EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. Some jurisdictions do not allow the disclaimer of warranties, so such disclaimer may not apply to you.

BY VIEWING, USING OR ACCESSING THE SERVICES, INCLUDING BY USING ANY TOOL, FORM, INVESTMENT DOCUMENTS OR AGREEMENT PROVIDED ON THE SITE, OR BY UPLOADING ANY OTHER FORM, INVESTMENT DOCUMENT OR AGREEMENT TO THE SITE, YOU (i) ACKNOWLEDGE THAT MOSAICAI IS NOT A PARTY TO THE TRANSACTION CONTEMPLATED BY SUCH FORM, INVESTMENT DOCUMENT OR AGREEMENT, (ii) AGREE THAT THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION SET FORTH IN THESE TERMS APPLY TO SUCH TOOLS, FORMS, INVESTMENT DOCUMENTS AND AGREEMENTS AND YOUR USE THEREOF, AND (iii) ACKNOWLEDGE THAT MOSAICAI MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY SUCH TOOLS, FORMS, INVESTMENT DOCUMENTS AND AGREEMENTS AND BY YOUR USE OF THE SAME YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT AND ENFORCEABILITY OF ANY SUCH TOOLS, FORMS, INVESTMENT DOCUMENTS AND AGREEMENTS WITHOUT RELIANCE UPON MOSAICAI. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT MOSAICAI MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY ELECTRONIC SIGNATURES INCLUDING WITHOUT LIMITATION WHAT LAW MAY GOVERN ANY SUCH ELECTRONIC SIGNATURES AND YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT, GOVERNING LAW AND ENFORCEABILITY OF ANY SUCH ELECTRONIC SIGNATURES.

ANY DOCUMENTS, PICTURES, OR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY, AND MAY NOT REPRESENT THE CONDITION OF AN OPPORTUNITY, OR THE PRESENCE OR CONDITION OF ANY OPPORTUNITY, AT ANY GIVEN TIME, INCLUDING WITHOUT LIMITATION AT THE TIME OF LISTING OR ANY TRANSACTION. YOU ARE ENCOURAGED TO CONDUCT YOUR OWN DUE DILIGENCE AND INVESTIGATE ALL MATTERS RELATING TO ANY OPPORTUNITIES. YOU SHOULD SEEK INDEPENDENT ADVICE, INCLUDING LEGAL ADVICE, TO PERFORM YOUR DUE DILIGENCE AND THAT YOU USE GOOD FAITH EFFORTS IN DETERMINING THAT THE CONTENT OF ALL INFORMATION PROVIDED TO OR OBTAINED BY YOU IS ACCURATE.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MOSAICAI BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF MOSAICAI OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, MANAGERS, AGENTS AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM:

  1. (a) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES;
  2. (b) SPONSOR INFORMATION, OPPORTUNITY CONTENT OR OTHER CONTENT PROVIDED BY OR THROUGH THE SERVICES;
  3. (c) DEFECTS IN OR ANY INACCURACIES CONTAINED IN THE SERVICES;
  4. (d) DELAYS OR DISRUPTIONS IN THE SERVICES;
  5. (e) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE SERVICES;
  6. (f) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICES;
  7. (g) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICES;
  8. (h) THE CONTENT, ACTIONS OR INACTIONS OF THIRD PARTIES, INCLUDING ANY SUBMISSIONS POSTED ON OR THROUGH THE SERVICES, THE MISREPRESENTATIONS OF ANY THIRD PARTY, AND ANY ACTS OF THIRD PARTY PAYMENT PROCESSORS;
  9. (i) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT OR THE SERVICES OR BREACH OF ANY OF THESE TERMS;
  10. (j) YOUR INVESTMENT OR OTHER TRANSACTIONS WITH SPONSORS IN CONNECTION WITH ANY OPPORTUNITY; OR
  11. (k) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS, THE PRIVACY POLICY, OR ANY OTHER AGREEMENTS.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE TOTAL LIABILITY OF MOSAICAI TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) ARISING FROM THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY YOU TO MOSAICAI FOR ITS SERVICES, WHICH FOR PURPOSES OF CLARITY, IF YOU HAVE NOT PAID ANY AMOUNT, MOSAICAI SHALL NOT BE LIABLE FOR ANY AMOUNT, BUT TO THE EXTENT NONPAYMENT IS NOT PERMITTED BY APPLICABLE LAW, THEN MOSAICAI'S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) OR SUCH OTHER MINIMUM AMOUNT OF LIABILITY PERMITTED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusion of damages, so such exclusions may not apply to you. The limitation of liability set forth above shall only apply to the maximum extent permitted by applicable law.

Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE THE SERVICES, THE SITE, OR SOCIAL MEDIA ACCOUNTS MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Release. If you have a dispute with one (1) or more users of the Services, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IN ENTERING INTO THESE TERMS, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THE RELEASE CONTAINED HEREIN TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THESE TERMS, INCLUDING, WITHOUT LIMITATION, CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

TERMINATION

Without limiting any other remedies, MosaicAI shall have the right to terminate your access to the Services, without notice, in MosaicAI's sole discretion for any reason or no reason, including, without limitation, if we determine that you have violated these Terms.

MISCELLANEOUS

Geographic Restrictions. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of our content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are entirely responsible for compliance with applicable local laws, including but not limited to the regulations of other countries in relation to the Services and third party content.

Governing Law. By accessing the Services, you agree that these Terms and your use of the Services shall be governed exclusively by the laws of the State of Delaware without regard to conflict of laws principles, regardless of your location when accessing or using the Services. MosaicAI makes no representation that the Services are appropriate or will be available for use in other locations. If you use a site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Services and third party content.

Dispute Resolution. The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in Chicago, Illinois. Except as otherwise determined by MosaicAI, in its sole discretion, all disputes or claims arising out of or relating to these Terms shall be settled by arbitration, to be conducted by a single arbitrator in Chicago, Illinois, by and in accordance with the then effective commercial rules of the American Arbitration Association; provided, however, that the arbitrator shall not have authority to issue injunctions. The proceedings shall be conducted only in the English language. Judgment upon the award may be entered in any court having jurisdiction thereof. Other legal proceedings, if any, shall be initiated and maintained in Cook County, Illinois. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens.

Attorneys' Fees and Costs. If any litigation or other court action, arbitration, or similar adjudicatory proceeding is commenced by any party to enforce its rights under these Terms against the other party, all fees, costs and expenses, including, without limitation, cost of arbitration, reasonable attorneys' fees and court costs, incurred by MosaicAI, if it is the prevailing party in such litigation, action, arbitration or proceeding, shall be reimbursed by you; provided, however, that if MosaicAI prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by MosaicAI on an equitable basis.

Amendment of these Terms. MosaicAI may modify, add or remove any portion of these Terms from time to time, in its sole discretion, with or without notice to you, by posting such changes on the Services. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Services constitutes acceptance of these Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to these Terms.

Notices. Any notice to MosaicAI must be in writing and must be sent via email to info@mosaicai.co. Any notice to you shall be given by email to the email address provided to you during registration as a registered member, or as subsequently updated by you, or via posting on the Site or Social Media Accounts, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on or through the Site or Social Media Accounts. If you change your email address, you are responsible for updating your account profile or notifying us.

Severability. If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. UPON A DETERMINATION THAT ANY PROVISION OF THESE TERMS IS INVALID, ILLEGAL, OR UNENFORCEABLE, SUCH PROVISION WILL BE CONSTRUED TO COVER ONLY SUCH TERMS TO RENDER SUCH PROVISION VALID AND ENFORCEABLE TO THE MAXIMUM EXTENT, NOT EXCEEDING ITS EXPRESS TERMS, POSSIBLE UNDER APPLICABLE LAW. IN CONNECTION WITH THE FOREGOING, AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION MAY MODIFY THESE TERMS TO GIVE EFFECT TO THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN ORDER THAT SUCH INVALID, ILLEGAL, OR UNENFORCEABLE PROVISION BE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAW; PROVIDED, HOWEVER, TO THE EXTENT THAT ANY SUCH ARBITRATOR OR COURT REFUSES OR IS PROHIBITED FROM MODIFYING THESE TERMS IN ACCORDANCE HEREIN, THE PARTIES HERETO AGREE THAT THESE TERMS SHALL AUTOMATICALLY BE MODIFIED, AS REASONABLY DETERMINED BY SUCH ARBITRATOR OR COURT IN GOOD FAITH, TO GIVE EFFECT TO THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN ORDER THAT SUCH INVALID, ILLEGAL, OR UNENFORCEABLE PROVISION BE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAW.

No Waiver. The failure by MosaicAI to exercise or enforce any rights or provisions of these Terms shall not constitute a waiver of such right or provision.

No Partnership. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by these Terms.

Assignment. You may not assign or transfer these Terms or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without MosaicAI's prior written consent. In the event of a permitted transfer, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for MosaicAI to assign these Terms, you hereby appoint the officers of MosaicAI as your attorney-in-fact to execute all documents necessary to consummate such novation. MosaicAI may assign or transfer these Terms or its obligations hereunder in whole or in part, whether by operation of law or otherwise, without obtaining your consent.

Survival. All provisions in these Terms regarding representations and warranties, content, indemnification, disclaimers and limitations on liability shall survive any termination of these Terms.

Force Majeure. Any delay in the performance of any duties or obligations of MosaicAI will not be considered a breach of these Terms if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of MosaicAI, provided that MosaicAI uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

Language. If a translation of these Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Terms are provided to you in a language other than English, MosaicAI does so solely for your convenience.

Entire Agreement. These Terms, the Privacy Policy, and any applicable Other Agreements contain the entire agreement between you and MosaicAI, and supersede all previous communications, representations, understandings and agreements, either oral or written, between us.

CONTACT INFORMATION

If you have any questions or concerns about these Terms, please send an email message to info@mosaicai.co.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.