Effective January 1, 2024
USE OF THE SITE; SITE POLICIES
Acceptance of Terms:
1.1.THIS USER AGREEMENT IS BY AND BETWEEN YOU AND MY MOSAIC, LLC, a California limited liability company (“MY MOSAIC,” “US” OR “WE”). MY MOSAIC PROVIDES WEBSITES, MOBILE SITES, AND/OR APPS THAT ARE OWNED OR OPERATED BY OR FOR MY MOSAIC ON WHICH PRODUCTS ARE DISPLAYED AND POSTED FOR SALE (COLLECTIVELY, "SITE") TO YOU SUBJECT TO THE FOLLOWING USER AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR (AND IF ACTING ON BEHALF OF A THIRD PARTY OR YOUR EMPLOYER, SUCH THIRD PARTY'S OR EMPLOYER'S) AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW (REFERENCES IN THIS AGREEMENT TO "YOU" INCLUDE YOU AND ANY SUCH THIRD PARTY OR EMPLOYER). MY MOSAIC CAN CHANGE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED USER AGREEMENT ON THIS SITE AND MY MOSAIC MAY SEND REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGES. IF YOU HAVE ANY QUESTIONS ABOUT THE AGREEMENT, YOU MAY CONTACT US AT firstname.lastname@example.org
User Account, Password, and Security
2.1.To complete your registration for your MY MOSAIC account ("Account"), you must provide an email address, a password, and payment and tax information, as necessary. You are responsible for maintaining the confidentiality of your password and Account and are responsible for all activities that occur under your password or Account. It is important for you to protect against unauthorized access to your device. Be sure to log off when you finish using a shared device.
2.2.You agree to (a) immediately notify MY MOSAIC of any unauthorized use of your Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. MY MOSAIC cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
User Conduct, Acknowledgements and Agreements:
3.1.In using this Site, you agree to not:
3.1.1.upload, download, post, email, message or otherwise transmit any Content that may be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property;
3.1.2. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3.1.3. upload, download, post, email, message or otherwise transmit any Content that may violate or infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website or search engine without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
3.1.4. upload, download, post, email, message or otherwise transmit any Content that may constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that may otherwise create liability or violate any local, state, national, or international law;
3.1.5. use the service to harm minors in any way, including, but not limited to, uploading Content that may violate child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
3.1.6. upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children;
3.1.7. upload, download, post, email, message or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
3.1.8. upload, download, post, email, message or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, facilitate unauthorized access to, or limit the functionality of any computer software or hardware or telecommunications equipment;
3.1.9. remove, alter, obscure, or otherwise degrade watermark(s) or similar security measures that appear on images copied from or linked to by the Site;
3.1.10. upload, download, post, email, message or otherwise transmit false or misleading information;
3.1.11. disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
3.1.12. access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
3.1.13. disrupt or interfere with the enjoyment of any other Users of the Site or affiliated or linked websites;
3.1.14. embed, copy, mirror, forward-to, or otherwise replicate any part of My Mosaic's websites or applications, except as permitted in writing by My Mosaic;
3.1.15. incorporate images, faces, likenesses or names of any celebrity, public figure, or individual who does not want their name, likeness, or image used, in any way that would violate a person's right of privacy or publicity;
3.1.16. use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Service;
3.1.17. transfer your MY MOSAIC Account to another party without My Mosaic's written consent;
3.1.18. copy, modify or distribute, except as otherwise allowed by MY MOSAIC herein or on the Site, any (i) Content, (ii) services or tools, or (iii) My Mosaic's copyrights and trademarks, from the Site;
3.1.19. upload and/or exploit any other User's Content, on the Site or elsewhere, for use by others; or
3.1.20. harvest or otherwise collect information about Users, including names and email addresses, without their consent.
3.2. By using the Site, You hereby acknowledge and agree that:
3.2.1. You are responsible for the creation and compilation of your Content, and that neither MY MOSAIC nor any other party involved with the production of any Product incorporating such Content assumes that responsibility. My Mosaic's production of any Product depicting your Content does not indicate that MY MOSAIC approves of the Content, that the Content obeys any and all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.
3.2.3. You are responsible for actions and communications undertaken under your Account. MY MOSAIC takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against MY MOSAIC and its affiliates, contractors, agents and employees for losses, damages and injuries that are based on or relate to your communications or Content on the Site. You agree to indemnify MY MOSAIC and its affiliates from all claims and expenses, including reasonable attorneys' fees, which claims are based on or arise from your violation of any of the provisions of this Agreement, except with respect to My Mosaic's own negligence.
3.2.4. Your use of this Site and of any Products ordered, either for purchase or download ("Orders") on this Site must (i) be in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and (ii) will not harm or violate the rights of any person or entity.
3.2.5. When a User clicks the “Download” button on the Site to download Content utilizing Public Products that the Content-owner has chosen to publish for download, the User is granted the following licenses to use the Content (collectively, "Download License"):
188.8.131.52. MY MOSAIC does not endorse any Content submitted to the Site by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and MY MOSAIC expressly disclaims any and all liability in connection with Content. Without limiting the foregoing, MY MOSAIC and its designees shall have the right to remove, without prior notice, any Content that they believe may violate the Agreement, is subject to complaint, or is otherwise objectionable to My Mosaic. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
3.2.6. You will not use any Product distributed and/or ordered from the Site in a way that would be damaging to My Mosaic's public reputation or that of its employees, board members, shareholders, licensors, or partners. Additionally, you acknowledge that if you choose to display any Product ordered from My Mosaic, in a public setting, including on the Internet, in a way which disparages My Mosaic, My Mosaic's board members, employees, shareholders, licensors, or partners, MY MOSAIC reserves the right to demand immediate return of the Product, and to furthermore pursue all recourses and remedies available under the law.
3.2.7. The Site may provide, or third parties may provide, links to other websites or resources. Because MY MOSAIC has no control of such sites and resources, you acknowledge and agree that MY MOSAIC is not responsible for the availability of such sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources. MY MOSAIC is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
7.1.MY MOSAIC may seek to promote its community and the Site by featuring your Content — on Products, videos, photos, or the like — on various social media platforms. In addition to the rights you grant to MY MOSAIC in this User Agreement and in the Creator License Agreement, you agree that your use of any variation of the hashtag(s) #My Mosaic in your social media post(s) grants MY MOSAIC the right and license to use that social media post and its contents in any of My Mosaic's social media channels, on the Site, and on affiliate channels.
7.2.Any image(s), accompanying text, social media handle, name, likeness, image, inquiries, feedback, suggestions, ideas or other information you provide to us by using any variation of the hashtag #My Mosaic (collectively, "Tagged Media") will be treated as non-proprietary and non-confidential. For good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, by uploading, posting, e-mailing or otherwise submitting Tagged Media to My Mosaic, its social media account(s) and/or the Site, you grant, and you represent and warrant that you have the right to grant, to MY MOSAIC an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, reproduce, edit, distribute, copy, change, modify, add to, subtract from and otherwise exploit the Tagged Media, or any portion thereof, in any manner (including without limitation promotional and advertising purposes) and in any media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Tagged Media, and to grant and authorize sublicenses of the foregoing without any compensation to you or to any third party.
7.3. You also acknowledge that your Tagged Media will not be returned and MY MOSAIC may use your Tagged Media, and any ideas, concepts or know-how contained therein or derived therefrom, for any purpose including advertising, promotional, marketing, publicity, trade or commercial purposes, without attribution, and without the requirement of any permission from or payment or other form of consideration to you or to any other person or entity.
7.4. By providing MY MOSAIC with the Tagged Media, you warrant and represent that (i) you are eighteen (18) years of age or older; (ii) each person in the Tagged Media has given their written permission and consent to be included in the Tagged Media and displayed publicly on the Site and any MY MOSAIC social media sites and marketing materials and advertising and that you shall furnish such permission and consents promptly to MY MOSAIC upon request; and (iii) you agree to indemnify MY MOSAIC and its affiliates for all claims arising from or in connection with any claims to any rights in any tagged Media or any damages arising from any Tagged Media.
7.5. Instagram™, Twitter™, and other similar social media forums are registered trademarks of their respective companies and not affiliated with My Mosaic. Any Tagged Media via these or other similar social media sites are subject to all rules and regulations of such sites.
MY MOSAIC may introduce programs, features and Products, to specific Users or to the Site at large. At the time of release, MY MOSAIC will publish the governing terms and conditions. You agree that you will be subject to such new terms and conditions to the extent that you participate in such new programs or use such new Products.
MY MOSAIC may offer your Products for sale via marketplace listings managed by My Mosaic-owned accounts on other websites (collectively, "Extended Offerings"). Royalties for Extended Offerings will be calculated on the basis of the amount received by My Mosaic, which may be different from the amount charged by the My Mosaic’s marketplace.
Age and Geographic Restrictions:
11.1.You must be at least sixteen (16) years of age to use this Site. Please contact us if you have any concerns or questions about this restriction.
11.2.Certain MY MOSAIC Products may only be shipped to limited geographic regions/countries.
12.1.This Site may be accessed from countries other than the United States. This Site may contain Products or references to Products that are not available outside of the United States. Any such references do not imply that such Products will be made available outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.
12.2. You agree that MY MOSAIC can translate, as accurately as reasonably possible, text and information that you provide into other languages for use on our foreign domains. We do not guarantee the accuracy of such translations.
Death or Incapacity:
13.1.In the event that a Maker and/or Creator who is a natural person dies or becomes permanently incapacitated, MY MOSAIC will take all necessary steps to work with their successors and assigns, subject to MY MOSAIC’s receipt of documentation required by MY MOSAIC.
13.2. In the case where such parties are entities and if such entities cease to exist on account of dissolution, winding up, appointment of a receiver or bankruptcy, MY MOSAIC will require further documentation as determined in MY MOSAIC’s sole discretion.
13.3. Please notify us as soon as possible should you become aware of the death, incapacitation, dissolution, winding up or bankruptcy of a Maker or Creator.
Electronic Communications Delivery Policy
15.1.When you use the Site or send emails and other communications to us from your desktop, mobile or any other electronic device, you are communicating with us electronically. You consent and agree to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that MY MOSAIC may provide in connection with your MY MOSAIC Account and your use of My Mosaic's Site and services. Communications include:
15.1.2. Transaction receipts or confirmations;
15.1.3. Account statements and history;
15.1.4. Federal and state tax statements we are required to make available to you; and
15.1.5. Any other Account or transaction information.
15.2. We will provide these Communications to you by posting them on the Site and/or by emailing them to you at the primary email address listed in your Account settings.
15.3. 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.
Other than as expressly provided in this Agreement, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without My Mosaic's express written consent.
17.1.You agree that My Mosaic, in its sole discretion, may terminate this Agreement, in whole or in part, including but not limited to termination of your password, Account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. MY MOSAIC may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be affected without prior notice, and acknowledge and agree that MY MOSAIC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Site. Should MY MOSAIC deactivate or delete your Account due to your violation of this Agreement in any way, as determined in My Mosaic's sole discretion, MY MOSAIC reserves the right to withhold payment of any royalties or other monies associated with your MY MOSAIC Account(s). Further, you agree that MY MOSAIC shall not be liable to you or any third-party for any termination of your access to the Site. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your Account.
17.2.Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
18. MY MOSAIC is a marketplace where:
18.2. Product manufacturers ("Makers") can offer, sell, and/or fulfill their Marketplace Products to Users of this Site, and/or.
18.1. Content owners ("Creators") may make their Content and/or Product specifications available for use in connection with the distribution or sale of certain Products.
19.1.MY MOSAIC attempts to be as accurate as possible to provide a compelling User experience. There are many Creators on the Site and MY MOSAIC does not verify the accuracy of their Product descriptions, which can include Product titles, descriptions, tags, categories and associated metadata. MY MOSAIC does not warrant that Product descriptions or other Content of this Site is accurate, complete, reliable, current, or error-free. If a Product offered by MY MOSAIC is not as described, please refer to My Mosaic’s Shipping and Return Policy.
19.2.MY MOSAIC prides itself on its relationships with charitable organizations and is pleased that its platform has proven to be an effective fundraising tool for many organizations. From time-to-time, MY MOSAIC participates in specific programs designed to assist charitable organizations to raise funds for their causes. Whenever MY MOSAIC announces these fundraising efforts, you can be assured that MY MOSAIC will ensure that funds will be remitted to the charitable organization as disclosed in such announcements. From time-to-time, Creators may state they intend to donate their royalties or other sums to charities: MY MOSAIC is unable to verify such statements, so please use caution when relying on them.
Correction of Errors and Inaccuracies
20.1.The information and Product listings on this Site may contain design or typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information or Content at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to Product design, description, pricing and availability. We also reserve the right to limit or restrict quantities of Products (including after you have submitted your order) for any reason, including, without limitation, if the Product violates any terms of this Agreement.
20.2.In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information received from our partners, we reserve the right to refuse or cancel any orders placed for Products listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and you have been charged for the sale. If you have already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account or refund the amount in the manner in which the purchase was made by you. If we have overcharged for any product, we will issue a refund to you for the difference between what you were charged and the correct price of the relevant product.
Pricing, Shipping, and Terms of Sale:
Prices for Products are described on the Site and are incorporated into this Agreement by reference. All prices are in U.S. dollars. Prices and Products may change at My Mosaic's discretion. MY MOSAIC may offer promotional discounts from time-to-time. You must agree to the terms of the promotion in order to be given the discount, and MY MOSAIC reserves the right to not honor promotional codes if we reasonably suspect abuse. You agree not to use more than one (1) discount per item, unless such use is expressly permitted by My Mosaic. Title and risk of loss for all Products ordered by you shall pass to you on My Mosaic's shipment to the shipping carrier. Purchases are subject to My Mosaic’s Shipping and Return Policy. MY MOSAIC reserves the right to cancel any order for any Product that for any reason, including orders that may violate the intellectual property rights of a third party and will notify the purchaser that the order has been canceled.
23.1.If you participate as a Creator (pursuant to the Creator License Agreement), only if and when MY MOSAIC determines that your Account has remained in compliance with the Policies (as defined in Section 1.2 hereof) for the entirety of the period for which payment is made and through to the date that the payment is issued, MY MOSAIC will pay royalties, referral fees, volume bonus and any other compensation owed to you (collectively, "Earnings"), subject to the following:
23.2.MY MOSAIC maintains a statement of your Earnings. You may check your statement in the "My Account" section of your Account.
23.3. When Earnings are Earned and Payable: The following conditions must be met before Earnings are earned and payable by MY MOSAIC to you ("Earned and Payable"):
23.3.1 Payment Threshold: Your Earnings must meet a Payment Threshold for the payment method you have chosen on your Payment Settings page (e.g., check or PayPal).
184.108.40.206. "Payment Thresholds" mean (i) $100 for payments by check and (ii) $50 for payments using PayPal. Payment Thresholds are subject to change at any time or from time-to-time, in our sole and absolute discretion. You will be notified of any change in the Payment Thresholds.
220.127.116.11. You may request payment of your Earnings even if you have not met the Payment Thresholds, subject to payment of the following processing fees: $5.00 for any check under $100; or $2.50 for any PayPal transaction under $50 (collectively, "Processing Fees").
18.104.22.168. My Mosaic, in its discretion, may change the methods of payment that are available, and certain methods of payment may not be available for all balances.
22.214.171.124. MY MOSAIC is subject to PayPal regulations and service restrictions – if PayPal does not provide service to you or within your desired country, it will be necessary for you to select another payment method.
23.3.2. Provide All Necessary Information: You must provide MY MOSAIC with all information necessary to process your Earnings payment (e.g., relevant tax information, proper PayPal account information).
126.96.36.199. In the event you have not provided us with this information, MY MOSAIC may withhold payments until you have provided all necessary information.
188.8.131.52. In the event that a check sent to the address listed as the payee address in your Account is returned as undeliverable, MY MOSAIC may withhold further payments until you have corrected or updated your address.
23.3.3. Have a Non-Negative Earnings Balance: If your payable Earnings become negative (including but not limited to for any of the following reasons), MY MOSAIC reserves the right to not pay you Earnings until (i) your payable Earnings increase to the point where they become positive, and (ii) they become otherwise payable under the provisions of this Section 23:
184.108.40.206. If any of your Earnings are associated with Products that are or are alleged to be infringing of a third party's rights or are otherwise in violation of the Policies, MY MOSAIC may do any of the following without providing a warning or prior notice: (i) deduct the associated Earnings from your Account; (ii) suspend your Account and payment of any Earnings; or (iii) deduct all Earnings and terminate your Account, if we determine (in our sole discretion) that you are a repeat infringer.
220.127.116.11. In the event that an order for which you were paid Earnings is either cancelled, returned or refunded for any reason, or if Products that generated a referral fee are returned by the User, MY MOSAIC will deduct the relevant amount from your Earnings.
23.4. Payment Timing:
23.4.1. Once Earnings are Earned and Payable, payment will be made within forty-five (45) days after the end of the relevant month.
23.4.2. MY MOSAIC will pay your Earnings in accordance with the selections you make in the "Payment Settings" page in "My Account," and MY MOSAIC makes the following options available:
18.104.22.168. payment as soon as your Earnings have reached the Payment Thresholds set by MY MOSAIC from time-to-time; or
22.214.171.124. payment prior to reaching the Payment Thresholds, subject to payment of the Processing Fees; or
126.96.36.199. have your Earnings held in your Account until you choose to have your payment made (after reaching the Payment Threshold set by My Mosaic).
23.5. MY MOSAIC may apply withholding tax rates to international and domestic payments that may potentially be higher than otherwise would be due, if Creators do not provide us with relevant documentation, such as the W9 or W8-BEN form(s).
23.6. Earnings in currencies other than your selected payment currency: (i) will be converted to your payment currency and are subject to foreign currency conversion fees; (ii) may be subject to Payment Thresholds and/or Processing Fees that are slightly different than the equivalent of what is detailed herein, due to currency conversion rates and/or the selected payment currency.
25. Trademarks and Copyrights:
My Mosaic's trademarks, trade dress and Product images may not be used in connection with any product or service that does not belong to My Mosaic, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits My Mosaic. All other trademarks not owned by MY MOSAIC that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by My Mosaic.
26.1.You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, or other material contained or distributed on or through the Site, by My Mosaic, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use, distribute, or publish on the Site any Content received through the Site without the authorization of MY MOSAIC or the Content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute Content available through the Site: (i) in violation of applicable copyright and other intellectual property laws; and (ii) except as explicitly permitted by the Site.
26.2.You retain all ownership rights to your Content submitted to the Site. However, by submitting Content to My Mosaic, (i) you grant MY MOSAIC a nonexclusive, worldwide, royalty-free, sublicensable and transferable right and license to use, copy, reproduce, prepare derivative works of, modify, publicly display, perform and distribute your Content in connection with the Site and My Mosaic's (and any of its successors') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works we may create) in any media now known or hereafter developed; and (ii) you grant other Users the license rights detailed elsewhere herein and as provided in the Creator License Agreement.
26.3. You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, including, for example and without limitation, any API's or other scripts ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
26.4. Subject to your compliance with the terms and conditions of this Agreement and any additional terms provided in a separate applicable agreement, MY MOSAIC grants you a non-exclusive, non-transferable, non-sublicenseable license to use the Software solely as necessary to use this Site and provided that you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Software, in whole or in part.
26.5. MY MOSAIC grants you a non-exclusive, revocable and limited license to use the Content and My Mosaic's tools, images, Product photographs for the purposes of promoting the Site in the condition that you provide appropriate attribution and a link to the MY MOSAIC website. We reserve the right to terminate this license at any time.
26.6. The intellectual property rights in or relating to the content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts or other written materials that you submit or communicate to MY MOSAIC(excluding the Content you submit) will automatically be deemed to be assigned, granted and transferred by you to MY MOSAIC upon their submission or communication to My Mosaic, and you do assign all rights therein to MY MOSAIC and agree that the same will automatically become the property of MY MOSAIC and that MY MOSAIC may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose MY MOSAIC may elect, forever.
Intellectual Property Policy:
MY MOSAIC respects the intellectual property rights of others. We ask our Users to do the same. MY MOSAIC may terminate the accounts of Users who infringe, or may infringe, the copyright or other intellectual property rights of others. If you believe that your Content has been copied in a way that constitutes copyright and/or trademark infringement, please notify My Mosaic's Copyright Agent, and provide the following information ("Notice"):
27.1.an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright/trademark interest;
27.2.a description of the copyrighted work and/or trademark claimed to have been infringed;
27.3. a description of where the claimed infringing Content is located on our Site;
27.4. your address, telephone number, and email address;
27.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright/trademark owner, its agent, or the law;
27.6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are authorized to act on behalf of the owner of the copyright/trademark interest involved.
27.7. Please note that this procedure is exclusively for notifying MY MOSAIC that your trademark or copyrighted material has been infringed.
27.8. My Mosaic's Copyright Agent can be reached at: copyright@My Mosaic.com or by telephone at: _______________.
27.9. It is My Mosaic's policy (i) to respond expeditiously to valid, DMCA-compliant notifications of claimed copyright infringement by removing, or disabling access to, any material on our Site or service that is claimed to be infringing or to be the subject of infringing activity and, (ii) in appropriate circumstances, to terminate the accounts of those who we suspect to be repeatedly or blatantly infringing copyrights.
Reviews, Comments and Submissions
28.1.Except as otherwise provided elsewhere in this Agreement (See Section 26.2: "You retain all ownership rights to your Content submitted to the Site.") or on the Site, anything that you submit or post to the Site and/or provide us, including without limitation, photos, videos, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, "Submissions") is and will be treated as non-confidential and non-proprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. All Submissions shall automatically become our sole and exclusive property and shall not be returned to you.
28.2.In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, Comment, or other Content, if any, in connection with such review, comment, or other content. You represent and warrant that you own or otherwise control all of the rights to the reviews, comments and other Content that you post on this Site and that use of your reviews, comments, or other Content by us will not infringe upon or violate the rights of any third party. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions or Content. We may, but shall not be obligated to, remove or edit any Submissions (including comments or reviews) for any reason.
YOU REPRESENT AND WARRANT THAT: (i) YOU ARE THE OWNER, CO-OWNER AND/OR VALID LICENSEE OF THE CONTENT THAT YOU SUBMIT; (ii) THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (e.g., COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS; (iii) THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT; (iv) THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS. YOU REPRESENT AND WARRANT THAT THE EXECUTION, DELIVERY AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.
You agree to defend, indemnify and hold MY MOSAIC and My Mosaic's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, and costs of litigation arising out of or based on (a) Content you submit, post to or transmit through the Site, (b) your use of the Site, (c) your connection to the Site, (d) your violation of the Agreement or (e) your violation of any rights of a third party, except with respect to judgments, awards, losses, liabilities, costs and expenses arising out of My Mosaic's own negligence.
31. DISCLAIMER OF WARRANTIES:
THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, CONTENT, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, SUBJECT TO ANY EXPRESS WARRANTIES PROVIDED. IF MY MOSAIC PROVIDES A LIMITED EXPRESS WARRANTY FOR A PRODUCT THAT IS LESS THAN FOUR (4) YEARS IN DURATION, THEN THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES ARE LIMITED TO THE DURATION OF THE LIMITED EXPRESS WARRANTY. IF MY MOSAICDOES NOT PROVIDE AN EXPRESS WARRANTY, THEN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MY MOSAIC AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MY MOSAICDOES NOT MAKE ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) THERE WILL BE NO UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, OR (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY. YOU AGREE THAT MY MOSAICSHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITE OR ANY CONTENT CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT MY MOSAICDOES NOT CONTROL OR ENDORSE IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, MY MOSAICAND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THIS SITE. YOU ACKNOWLEDGE THAT MY MOSAICMAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MY MOSAIC OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE DISCLAIMERS IN THIS PROVISION DO NOT APPLY TO CLAIMS FOR PERSONAL INJURY.
LIMITATION OF LIABILITY:
32.1TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL MY MOSAICOR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SITE OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL NON-PERSONAL INJURY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MY MOSAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR (E) ANY OTHER MATTER RELATING TO THE SITE.
32.2YOU SPECIFICALLY ACKNOWLEDGE THAT MY MOSAICSHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Dispute Resolution and Release
33.1.These terms and conditions and your relationship with MY MOSAIC shall be governed by and construed in accordance with the laws of the state of California, without resort to its conflict of law provisions. Any dispute relating in any way to your visit to the Site or to the Products you purchase through the Site shall be submitted to confidential binding arbitration in the City of Santa Barbara, State of California for the maximum judgment enforceable, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California and we each waive the right to a jury trial. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under this Agreement shall be conducted pursuant to the existing Commercial Arbitration Rules at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial.
33.2.You and MY MOSAIC agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Barbara, State of California.
33.3. If you have a dispute with one or more Users or Creators you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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. If you are a California resident, you waive California Civil Code §1542, which states: "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."
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
35.1.The relationship of MY MOSAIC and you, as established by this Agreement, is that of independent contractors, and nothing contained herein shall be construed to constitute either party as the agent of the other party, or as partners, joint venturers, co-owners, employers/employees, franchisors/franchisees, or otherwise as participants in a joint or common undertaking. MY MOSAIC exercises no control over you other than the ability to limit or terminate your ability to use the Site.
35.2.MY MOSAIC may assign its rights and responsibilities hereunder without notice to you.
35.3. These terms and conditions will inure to the benefit of My Mosaic's successors, assigns and licensees.
35.4. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
35.5. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision.
35.6. My Mosaic's failure to act with respect to a breach by you or others does not waive My Mosaic's right to act with respect to subsequent or similar breaches.
35.7. The Policies constitute the entire agreement between you and My Mosaic, and supersedes all other communications, written or oral, with regard to the subject matter herein, the Site and services provided by My Mosaic.
35.8. These terms and conditions may not be modified by you.
35.9. The following Sections shall survive any termination of this Agreement: 7 (Social Media), 15 (Electronic Communications Delivery Policy), 21 (Pricing, Shipping and Terms of Sale), 25 (Trademark and Copyright), 26 (Proprietary Rights), 27 (Intellectual Property Policy), 28 (Reviews, Comments and Submissions), 29 (Warranty), 30 (Indemnity), 31 (Disclaimer of Warranties), 32 (Limitation of Liability), 33 (Dispute Resolution and Release), and 35 (General).
35.10. MY MOSAIC will attempt to notify you when major changes are made to this User Agreement but you should periodically review the most up-to-date version posted on the Site. MY MOSAIC may, in its sole discretion, modify or revise these Terms and the associated Policies at any time, and you agree to be bound by such modifications or revisions.
35.11. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits.
35.12. MY MOSAIC does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside My Mosaic's control.
35.13. You agree that MY MOSAIC is a platform and as such is not responsible or liable for any Content.
35.14. You use the Site at your own risk.
35.15. In the event of any conflict between the various language versions of these Policies, the English language version on www.My Mosaic.com shall control.
Our address: Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site to:
My Mosaic, LLC
3463 State Street
Santa Barbara, CA 93105
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 1625 North Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.