IMPORTANT - READ CAREFULLY: These Terms of Use (these “ToU”) for Software-as-a-Service (the “SaaS”)is a legal agreement between you (either an individual or a single entity – “You”or “the User”) and Drawbotics SRL (“Mosaic”) for the use of MosaicSoftware available at www.trymosaic.com (the “Software”).
ASSUMING YOU (i) USE A FREE LICENSE OR, (ii) PURCHASED A SUBSCRIPTION TO OR (iii) WERE INVITED TO THE USE OF THE SOFTWARE FROM DRAWBOTICS SRL (“MOSAIC”), CLICKING ON THE ‘I ACCEPT BUTTON’, ACCESSING OR USING THE SOFTWARE CONSTITUTES THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ACCEPT IT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IN ANY EVENT MOSAIC DOES NOT REQUIRE YOUR DECLARATION OF ACCEPTANCE TO BE RECEIVED AT ITS PREMISES. MOSAIC IS WILLING TO PROVIDE THIS SOFTWARE AS A SERVICE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS TERMS OF USE AS WELL AS OUR PRIVACY POLICY AVAILABLE AT THE TIME OF YOUR ORDER (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN MOSAIC IS UNWILLING TO PROVIDE THE SOFTWARE TO YOU AS A SERVICE AND YOU SHOULD CLICK THE ‘I DO NOT ACCEPT’ BUTTON, CLOSE THE BROWSER WINDOW/TAB, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE.
If this Agreement is translated into a language other than English and there is a conflict of terms between the English and the other language, the English version shall prevail. The User should keep a copy of this ToU for his records. The latest version of this ToU appears in its entirety on https://trymosaic.com/terms-of-use. Mosaic reserves the right, in its sole free discretion, to make reasonable amendments to this Agreement from time to time provided that disputes arising hereunder will be resolved in accordance with the Terms of the Agreement in effect at the time the dispute arose. Mosaic will inform the User after each amendment in due way and the User should review the published Agreement from time to time to become aware of changes. Material changes to these terms will be effective upon the User’s first use of theSoftware with actual knowledge of such change. Any use of the Software by theUser after the amended Agreement becomes effective constitutes the User’s acceptance of the amended Agreement. If the User does not accept amendments made to this Agreement, then this Agreement will be immediately terminated pursuant to Sec.11.
1. "Automatic Renewal" means a feature that provides for renewal of a license at the end of a license Term without the need of further notification.
2. “Data” means electronic data recorded or manipulated by the Hard- and Software and stored as part of the Mosaic Service.
3. “To Decompile” means to reverse engineer, decompile, or disassemble the Software for the purpose of achieving interoperability with other computer programs.
4. “Mosaic Product” means one of Mosaic’ proprietary products including the related marketing materials, Documentation, ToUs, and other supplemental materials.
5. “Mosaic Service” means services to be performed by Mosaic staff.
6. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by Mosaic with the Software via online access.
7. “Entrepreneur” means any natural person, legal entity or partnership, having legal capacity that is not engaged in personal or familial usage in ordering or receiving SaaS while performing its commercial or independent professional or other work.
8. “External User” means any individual (not an organization) using the Mosaic Software who is not: (i) one of the User’s full-time, part-time or temporary employees; or (ii) any temporary personnel or an independent contractor on assignment at the User’s place of business or work-site.
9. “Fee” means the subscription price paid for SaaS to Mosaic.
10. “Monthly Subscription” means a subscription of the SaaS for a Term of 1 (one) month.
11. “Seat” means one (1) user with a specific email address.
12. “Software” means Mosaic software, and associated documentation that accompanies this ToU, which includes the associated media and Mosaic internet-based services.
13. “Term” means the term of the license obtained by the User for Production Use.
14. “User” or “End User” means any individual or entity logging in on the SaaS and using the Software that is not an External User.
15. “User Generated Content” means any information entered in, uploaded to or in any other way generated by User and stored uploaded, implemented or installed on Mosaic SaaS.
16. "Annual Subscription" means a subscription of the SaaS for a Term of 12 (twelve) months.
Mosaic will make the Software available to the User and use commercially reasonable efforts to make the online Software available as Service 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Mosaic shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Mosaic’s reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Mosaic’s employees), Internet service provider failure or delay, hosting service provider failure or delay,Non-Mosaic Application, User Generated Content or denial of service attack.
The Software is neither sold nor licensed.
The User has the right to access and use SaaS subject to the terms of thisAgreement and the Documentation. The User grants Mosaic limited-term license to host, copy, transmit and display his uploaded data information, as reasonably necessary for Mosaic to provide the Services in accordance with this Agreement.Subject to the limited licenses granted herein, Mosaic acquires no right, title or interest from the User under this Agreement in or to any of the User’s uploaded data information, Non-Mosaic Application or such program code.
Mosaic will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Software and/or Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Software and/or Data by Mosaic personnel except (i) to provide the subscribed services and prevent or address service or technical problems, (ii) as compelled by law, or (iii) as the User expressly permits in writing.
The Software is provided as SaaS and no license is granted to User. In particular, the provision of SaaS does not include any exploitation rights, in particular but not limited any right of reproduction, right of distribution, right of exhibition, right of recitation, performance, and presentation, right of making works available to the public, right of broadcasting or any right of adaptations and transformations.
The User acknowledges and agrees that the Software is a proprietary product of Mosaic protected by copyright and other applicable intellectual property laws and treaty provisions. The User further acknowledges and agrees that the entire right, title, and interest in and to the Software including associated intellectual property rights, shall remain with Mosaic. Mosaic retains all rights not expressly granted to the User in this ToU.
THE SOFTWARE IS PROVIDED AS SOFTWARE-AS-A-SERVICE.
5.1. Subscription plans: MosaicSoftware is ordered online and provided on a subscription basis in different plans and as applicable at the time the subscription is ordered.
5.2. Term: Mosaic offers 2 (two) Term options: (i) an Annual Subscription with a 12 (twelve) month Term or (ii) a Monthly Subscription with a1 (one)month Term (“Monthly Subscription”), each with an Automatic Renewal for an additional Term unless terminated within 1 (one) month to the end of theTerm.
5.3. Fee: Depending on the agreed subscription plan User has to pay to Mosaic a monthly or annual subscription Fee as specified in Sec. 5 at the beginning of each term.
5.4. Increasing number of licenses or changing subscription plan: The User has the option to increase the number of licenses or change subscription plan at any time with immediate effect under the following conditions: In case the User increases the number of licenses or changes subscription plan within an AnnualSubscription, the Fee will be adjusted accordingly on a pro rata basis and theUser will be charged for the increase of Fee the next day. In case the User increases the number of licenses or changes plan within a Monthly Subscription, the Fee will be adjusted accordingly on a pro rata basis and the User will be charged for the increase of the Fee at the end of the then current term. TheSubscription will be auto renewed for the number of licenses or plan thatCustomer booked at the last day of each term.
5.5. Decreasing number of licenses or downgrade subscription plan: The User has the option of decreasing the number of licenses or downgrading subscription plan at any time with effect to the end of the Term. The Fee will be reduced for the next Term, while the Fee for the current Term needs to be paid in full.For annual contracts with auto-Renewal, the minimum number of Seats of the newTerm is the number of Seats subscribed for in the initial contract.
5.6. Features: Depending on the agreed subscription plan License is limited to the features specified in this Sec. 5.
The User acknowledges that registration is required in order for theUser to utilize the full benefits of the Software. If the User is not registered, the User has no right to access the software and the limited warranty in this ToU does not apply.
The Software is provided as SaaS for the User only. The User may not rent, lease, lend, or provide commercial hosting services with the Software.
The User agrees that Mosaic may collect and utilize technical information gathered as part of the Software support services and SaaS provided to the User. Data captured in this form will only be used to improve MosaicProducts and/or provide customized services to the User and will not be disclosed or disseminated to third parties.
The setup of a functional hardware and software environment for use of the Software shall be solely in the User’s responsibility. The same shall apply to regular data backup.
Software identified as free trial, demo, evaluation, and Beta versions may not be used for any purpose other than the User’s testing or evaluation unless specified otherwise pursuant to a separate agreement signed by both theUser and Mosaic.
If the User breaches the terms and conditions of this ToU, Mosaic may terminate this ToU without prejudicing any of its other rights. In such event the User must cease use of the Software with immediate effect.
12.1. State of the art: Unless expressly agreed otherwise, the SaaS provided by Mosaic shall be in line with the current state of the art technology and shall conform to all relevant product information and specifications provided by Mosaic, including those in the documentation. Mosaic does not warrant that the Software under the agreement will be fit for purposes beyond the fulfillment of Mosaic’ obligations under the Agreement.
12.2. Errors: The User is advised that based on the current state of the art technology program errors cannot be excluded with complete certainty in spite of exercising greatest conscientious care and diligence. The Parties acknowledge that Mosaic Products are inherently complex and may not be completely free of errors. The following errors are excluded from Mosaic’ warranty: (i) insignificant defects, including but not limited to errors that can be easily corrected and will not show up as a performance defect and (ii)defects discovered in any Mosaic Product that has been modified, altered, or enhanced by anyone other than Mosaic itself.
12.3. Rectification: Defects in the Software shall be rectified by Mosaic within a reasonable period after notification of the defect. The rectification of defects shall be effected, at Mosaic' choice, by way of repair or substitute the Software free of charge. The User's right to reduce the Fee for the time the defect persists remains unaffected.
12.4. Limitation: If Mosaic has provided the User with the SaaS against no payment whatsoever, defects in the Software shall be rectified by Mosaic only in case they were resulting from gross negligent or intentional behavior of Mosaic, provided however rectification of a defect in the Software is not otherwise mandatory according to statutory law.
12.5. Failure in rectification: It shall be assumed that the repair or substitution of Software has failed only if Mosaic has been given sufficient opportunity to affect a repair or substitution delivery without achieving the desired result or if the repair or substitute delivery was unjustifiably refused by Mosaic. If rectification of a defect in the form of repair or subsequent delivery is only possible for Mosaic at unreasonable expenses, Mosaic may refuse to rectify the defect and refer the User to his right to rescind or terminate the Agreement.
12.6. Source Code: In no event shall the User be entitled to demand the source code for the Software in regard to any defects.
Notwithstanding the legal nature of the relevant claim, the following shall apply to the User’s damage claims and claims for expenses incurred in vain:
13.1. Limitations of liability: Mosaic’ liability for damages is limited to the infringement of material obligations of the agreement. Material obligations are only such obligations which fulfillments allow the proper execution of the agreement in the first place and where the User may rely on the compliance with these obligations. Mosaic’ liability for the loss of data is limited to the typical expenditures required for the restoration thereof, which are normal and typical if security copies have been made. Reference is made to the User’s obligation for regular data backups according to Sec. 9 of this ToU.
13.2. Foreseeable damages: Mosaic’ liability in case of negligent infringement of material obligations of the agreement by Mosaic shall be limited to foreseeable damages which are typical for this type of contract.
13.3. Statute of limitation: All claims against Mosaic for damages shall be statute barred 6 months after delivery. This shall not apply to any claims in tort.
13.4. Further limitation: If Mosaic has provided the User with the SaaS against no payment whatsoever, Mosaic’s liability is further limited to damages resulting from gross negligent or intentional behavior of Mosaic.
13.5. Excluded liability: Mosaic has no liability for any loss, damage, or misappropriation of data information provided by the User under any circumstances or for any consequences related to changes, restrictions, suspensions, or termination of the Services or the Agreement or caused by User GeneratedContent.
13.6. Representatives: The foregoing limitations of liability also apply with regard to all Mosaic’ representatives, including but not limited to its directors, legal representatives and employees.
14.1. Unauthorized access:The User will use commercially reasonable efforts to prevent unauthorized access to or use of Services and Data, and notify Mosaic promptly of any such unauthorized access or use and use Services and Data only in accordance with thisAgreement, Documentation and applicable laws and government regulations.
14.2. Restrictions in use: The User will not (i) make any Service or Data available to, or use any Service or Data for the benefit of, anyone other than the User or Users, unless expressly stated otherwise, (ii) sell, resell, license, sublicense, distribute, make available, rent or lease any Service orData, or include any Service or Content in a service bureau or outsourcing offering, (iii) use a Service to capture and store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (v) attempt to gain unauthorized access to any Service orData or its related systems or networks, (vi) permit direct or indirect access to or use of any Service or Data in a way that circumvents a contractual usage limit, or use any of Mosaic Services to access or use any of Mosaic’ intellectual property except as permitted under this Agreement, (vii) copy aService or any part, feature, function or user interface thereof, (viii) copyData except as permitted herein, (ix) frame or mirror any part of any Service or Data, other than framing on the User’s own intranets or otherwise for theUser’s own internal business purposes, (x) access any Service or Data in order to build a competitive product or service or (xi) reverse engineer any Service(to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, by the User or Users that in Mosaic’ judgment threatens the security, integrity or availability of Mosaic Services, may result in Mosaic’ immediate suspension of the Services, notwithstanding that Mosaic will use commercially reasonable efforts to provide the User with notice and an opportunity to remedy such violation or threat prior to such suspension.
15.1. Dispute resolution: Let's Try To Sort Things Out First. Mosaic wants to address the User’s concerns without needing a formal legal case.Before filing a claim against Mosaic, the User agrees to try to resolve the dispute informally by contacting info@trymosaic.com.
Mosaic will try to resolve the dispute informally by contacting the User via email. If a dispute is not resolved within 15 working days of submission, theUser or Mosaic may bring a formal proceeding.
15.2. Applicable law, jurisdiction: Unless expressly prohibited by local law, the Agreement and warranties are controlled by and construed under the laws of Belgium, notwithstanding any conflicts of law provisions; and the Belgian courts in Brussels shall have exclusive jurisdiction over any claim arising under the Agreement or warranties. The UN Convention on Contracts for the International Sale of Goods shall be explicitly excluded.
The provisions of this ToU shall be deemed to be separable and the invalidity of any provision hereof shall not affect the validity of the remainder of this Agreement.
Should the User have any questions regarding this ToU, please contact the Mosaic or write to: Drawbotics SRL, BoulevardLouis Schmidt 87, 1040 Etterbeek, Belgium.
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