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TERMS AND CONDITIONS

���سԹ�App, Inc. (“���سԹ�”) offers a simple resource management solution that is available through this website, including this website, the ���سԹ� project management platform and any other software or services in connection to any of those (“���سԹ� Platform”). These Terms and Conditions (the “Terms”) govern your use of the version of the ���سԹ� Platform and resources available on the ���سԹ� Platform.

PLEASE READ THESE WEBSITE TERMS CAREFULLY. BY ACCESSING OR USING THE MOSAIC PLATFORM OR WEBSITE, (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MOSAIC, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER OR ENTERPRISE CUSTOMER, AS APPLICABLE, IN THE ORDER FORM OR AT THE TIME OF REGISTRATION. FOR CLARITY, IF YOU ACCESS THE SERVICES, APP OR ANY OTHER MOSAIC CONTENT UNDER AN ENTERPRISE SUBSCRIPTION, THEN “YOU” REFERS TO THE LEGAL ENTITY THAT HAS PURCHASED SUCH ENTERPRISE SUBSCRIPTION. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS APP OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 13 OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

1.1 Your Agreement with ���سԹ�

1.1.1 Your use of the ���سԹ� Platform is governed by this agreement (the "Terms")

1.1.2 Your use of the ���سԹ� Platform is subject to the ���سԹ� Privacy Policy and Acceptable Use Policy, available at Terms, each of which is hereby incorporated by reference into these Terms.

1.1.3 You may not use the ���سԹ� Platform if you are a person barred from receiving the ���سԹ� Platform under the laws of the United States or other countries, including the country in which you are resident or from which you use the ���سԹ� Platform. No part of the ���سԹ� Platform is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT ACCESS OR USE THE MOSAIC PLATFORMS AT ANY TIME OR IN ANY MANNER.

1.1.4 If you are using or opening an account on the ���سԹ� Platform (an “Account”) on behalf of a company, entity, or organization (each, an “Organization”), then you represent and warrant that you: (a) are an authorized representative of that Organization with the authority to bind such entity to these Terms; and (b) agree to be bound by these Terms on behalf of such Organization.

1.1.5 You agree that your purchases of the ���سԹ� Platform are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by ���سԹ� or any of its affiliates regarding future functionality or features. ���سԹ� may modify, suspend, or discontinue any features or functionality of the ���سԹ� Platform, including AI Features, at any time.

1.1.6 You agree to receive email from us at the email address you provided to us for customer service-related purposes. By using the ���سԹ� Platform or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the ���سԹ� Platform. If we confirm a security incident involving your Project Content, we will notify your Account’s designated contact by email without undue delay and no later than 24 hours after discovery, with the information described in Section 6.3 of the Security Policy (/security). You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@mosaicapp.com

1.2 Your Content

Here at ���سԹ�, we follow principles which endeavor to make sure that updates, notes, schedules, tasks, text, files, associated information and other materials and Project information you upload, post or otherwise submit (“Post”) to the ���سԹ� Platform (“Project Content”) is yours, portable and secured.

1.2.1 By Posting Project Content to the ���سԹ� Platform, you retain ownership of your Project Content, but you hereby grant us a non-exclusive, worldwide, perpetual royalty-free license to use, copy, reproduce, process, adapt, publish, transmit, host, and display the Project Content solely for the purpose of (a) transmitting, publicly displaying, or distributing the applicable Projects to you and the other Users affiliated with your Project; and (b) analyzing and improving the Operation of the ���سԹ� Platform; and (c) transmitting to and processing by AI Model Providers (as defined in Section 1.5.7) in connection with Customer’s use of AI Features..

1.2.2 Your Project Content is Yours. We do not own or claim ownership of your Project Content. However, by using the ���سԹ� Platform, you give ���سԹ� permission to do certain things with your Project Content so that we can run the ���سԹ� Platform. For example, you give us permission to back it up, send it over a network, index it for searching, display it on your various devices, etc. Some of these operations may require us to send your Project Content to our normal business partners, such as a network operator, that we have contracted with to provide parts of the ���سԹ� Platform. Other than giving us the license set forth in Section 1.2.1 above, you retain all the rights to your Project Content.

1.2.3 You understand and agree that you will not obtain, as a result of your use of the ���سԹ� Platform, any right, title, or interest in or to content (other than your Project Content) delivered via the ���سԹ� Platform or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in such content.

1.2.4 You represent and warrant that:

1.2.4.1 you own the Project Content posted by you on or through the ���سԹ� Platform or otherwise have the right to grant the license set forth in these Terms, right to grant the license set forth in these Terms,

1.2.4.2 the Posting and use of any Project Content on or through the ���سԹ� Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and

1.2.4.3 the Posting of Project Content on the ���سԹ� Platform does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing to any person for content you Post on or through the ���سԹ� Platform.

1.2.5 Privacy and Access. Project Content is private by default and viewable only by Organization Members on the Account. ���سԹ� implements reasonable security measures designed to protect Project Content (Section 1.6). Customer is responsible for the Account’s sharing, permission, and access settings, for controlling who becomes a User, and for User credentials. ���سԹ� is not responsible for disclosure of Project Content resulting from those settings, compromised credentials, or Prohibited Data submitted in violation of Section 1.7.

1.2.6 Your Project Content is Portable. We are committed to making it straightforward for you to get all of your Project Content into, and out of, the ���سԹ� Platform at any time. Our software lets you export your Project Content into a .csv file.

1.2.7 In addition to the license you grant to ���سԹ� above, you hereby grant everyone on your Project Team a worldwide, royalty-free, non-exclusive, revocable license to reproduce, combine your Project Content with other content (and reproduce such combinations), publicly display, publicly perform, publicly distribute, prepare derivative works, modify and adapt your Project Content, subject in all cases to the privacy and Administrator settings you choose in your Account. By accepting an invitation to a Project from an Administrator, you agree to be bound by the license in this Section.

1.2.8 Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by ���سԹ� in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.

1.2.9 DMCA Policy. ���سԹ� respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask you to do the same. Infringing activity will not be tolerated on or through the ���سԹ� Platform. ���سԹ�’s intellectual property policy is to
(i) remove or disable access to material that ���سԹ� believes in good faith, upon notice from an intellectual property owner or its agent, is infringing the intellectual property of a third party by being made available through the ���سԹ� Platform, and
(ii) remove any Project Content uploaded to the ���سԹ� Platform by “repeat infringers.” ���سԹ� considers a “repeat infringer” to be any user that has uploaded Project Content or Creative Ideas (as defined below) to or through the ���سԹ� Platform and for whom ���سԹ� has received more than two takedown notices compliant with 17 U.S.C. § 512 with respect to such Project Content or Creative Ideas. ���سԹ� has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon ���سԹ�’s own determination.

1.2.10 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the ���سԹ� Platform has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. ���سԹ� may share your Notification of Claimed Infringement with the user alleged to have infringed a right you own or control, and you consent to ���سԹ� making such disclosure. Your communication must include substantially the following:

1.2.10.1 A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

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

1.2.10.3 Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ���سԹ� to locate the material;

1.2.10.4 Information reasonably sufficient to permit ���سԹ� to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

1.2.10.5 A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

1.2.10.6 A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

1.2.11 You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

1.2.12 Designated Agent Contact Information. ���سԹ�’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:

Via E-mail: support@mosaicapp.com

Via U.S. Mail: 70 West 40th Street, 5th Floor, New York, NY 10018.

1.2.13 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that: any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [���سԹ�] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).

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

1.3 Your Account and Use

1.3.1 You must provide accurate and complete registration information any time you register for an Account with the ���سԹ� Platform. You are responsible for the security of your passwords and for any use of your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify ���سԹ� immediately. You agree to provide true, accurate, current, and complete information about yourself in any registration form required by ���سԹ�. ���سԹ� reserves the right to terminate your Account if it becomes aware of any unauthorized use of your password or your Account.

1.3.2 Your use of the ���سԹ� Platform must comply with all applicable laws, regulations and ordinances, including, without limitation, any laws regarding the export of data or software.

1.3.3 You agree not to (a) access (or attempt to access) the administrative interface of the ���سԹ� Platform by any means other than through the interface that is provided by ���سԹ� in connection with the ���سԹ� Platform, unless you have been specifically allowed to do so in a separate agreement with ���سԹ�, or (b) engage in any activity that interferes with or disrupts the ���سԹ� Platform (or the servers and networks which are connected to the ���سԹ� Platform).

1.3.4 You must comply with ���سԹ�’s at all times when using the ���سԹ� Platform and may not modify, adapt, sublicense, translate, sell, monetize, reverse engineer, decompile, or disassemble any portion of the ���سԹ� Platform or attempt or assist anyone else to do so.

1.4 Ownership

1.4.1 The contents of the ���سԹ� Platform include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other ���سԹ� content (collectively, “���سԹ� Content”). All ���سԹ� Content and the compilation (meaning the collection, arrangement, and assembly) of all ���سԹ� Content are the property of ���سԹ� or its licensors and are protected under copyright, trademark, and other laws.

1.4.2 We authorize you, subject to these Terms, to access and use the ���سԹ� Platform. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the ���سԹ� Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original ���سԹ� Content on any copy you make of the ���سԹ� Content.

1.4.3 ���سԹ� and all related graphics, logos, service marks and trade names used on or in connection with any ���سԹ� or in connection with the ���سԹ� Platform (“���سԹ� Marks”) are the trademarks of ���سԹ� and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in ���سԹ� properties are the property of their respective owners.

1.5 Fees and Payment

Subject to the Terms, the ���سԹ� Platform are provided to you without charge up to certain number of users and with limited features. Usage over this limit requires your purchase of an additional plan. The pricing for additional plans can be found at (or such URL as ���سԹ� may provide).

1.5.1 General. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees under an Order Form are invoiced in advance at the billing frequency stated in the Order Form and are due within its stated payment terms (or on receipt, if none are stated); invoices and initial Order Form payments may be paid by credit card, ACH, or other methods ���سԹ� accepts. Customer may keep a credit card on file with ���سԹ�’s payment processor (a “Card on File”). By doing so, Customer authorizes ���سԹ� to charge it for monthly true-ups under §1.5.2, after the notice described there, and for usage-based fees Customer has elected under §1.5.7.1. ���سԹ� does not automatically debit ACH accounts. Purchases made online without an Order Form require a Card on File. Fees exclude taxes; Customer is responsible for applicable taxes. Your subscription start date will commence the date you are provided access to ���سԹ�. You agree to immediately notify ���سԹ� or our third- party payment processor, as applicable, of any change in your billing address or the credit card used for payment hereunder. ���سԹ� may also update your credit card details or other Payment Provider information using information provided by our payment service providers. Following any such update, you authorize us to continue to charge the applicable method of payment. ���سԹ� reserves the right at any time to change its prices and billing methods on a going-forward basis subject to any obligations to provide notice of such changes under applicable law.

1.5.2 User Adjustments (True-Ups and Overage). Customer may add users at any time, and may swap users within the same count at no charge. Except for Legacy Subscriptions (§1.5.9), added users are handled as follows:

(a) Monthly True-Up: While Customer maintains an active Card on File, ���سԹ� measures active user counts at the end of each calendar month (each, a measurement date). If Customer is over its contracted count, ���سԹ� will email Customer at least 7 days before month end. Each user above the contracted count still active on the measurement date is added to Customer’s subscription at the “Contracted Per-User Rate” (the per-user rate stated in Customer’s Order Form or, for online purchases, the rate Customer paid at purchase), prorated from the day the user was added through the end of the subscription term, plus applicable taxes, and Customer authorizes ���سԹ� to charge that amount to the Card on File. Each true-up raises Customer’s contracted count for the rest of the term and at renewal.

(b) Quarterly Overage: If Customer does not maintain an active Card on File, ���سԹ� measures active user counts at the end of each calendar quarter (each, a measurement date). If Customer is over its contracted count, ���سԹ� will email Customer at least 7 days before quarter end. Each user above the contracted count active on the measurement date is invoiced at the “Overage Rate,” which is the lesser of (i) ���سԹ�’s then-current standard, undiscounted per-user price for the same plan and billing frequency (the “List Price”) and (ii) 150% of the Contracted Per-User Rate, prorated from the day the user was added through the end of the then-current subscription term, plus applicable taxes, payable on the terms in §1.5.1.

(c) Contracted counts do not decrease mid-term; reductions happen at renewal. Platform and integration fee adjustments for user growth (more than 20% for accounts up to 250 users; more than 10% above 250) are applied at renewal. The same added users are never charged under both (a) and (b) — or under §1.5.9 — for the same period.

1.5.3 Your Paid Account will remain in effect until it’s canceled or terminated under these Terms. Your subscription automatically renews annually at your then-current contracted user count — including users added by monthly true-up — unless ���سԹ� is notified in writing by email to billing@mosaicapp.com at least 30 days before the end of the then-current term. ���سԹ� will email Customer a renewal reminder at least 15 days before that notice deadline. ���سԹ� will email Customer a renewal reminder at least 15 days before that notice deadline. This 30-day advance written notice is required for cancellation and any modifications to your subscription, including changes in seats, scope, tier, or features. Renewals are at ���سԹ�’s then-current standard pricing. Payments for renewals are charged on the renewal date to the website (or such other URL ���سԹ� may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

1.5.4 ���سԹ� may change its fees and payment policies for the ���سԹ� Platform by notifying you at least 21 days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL ���سԹ� may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason. Notwithstanding the foregoing, AI usage fees that reflect changes in the applicable AI model provider’s published rates are not subject to the advance notice requirement in this Section 1.5.4. The surcharge rates remain subject to the notice requirements of this Section.

1.5.5 ���سԹ� may suspend access to the ���سԹ� Platform if Customer fails to make any payment due within 10 business days after ���سԹ� provides notice of the failure. Suspension of the access to the ���سԹ� Platform does not relieve Customer of its payment obligations under this Agreement. ���سԹ� will not be liable to Customer or to any third party for any suspension of access to the ���سԹ� Platform.

1.5.6 Unpaid Fees other than amounts disputed in good faith are subject to a finance charge of 0.75% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In the event ���سԹ� must utilize a third-party collection agency to collect fees from Customer when Customer is delinquent in payment, Customer will be responsible for reimbursing ���سԹ� for all fees incurred with the third party collection agency.

1.5.7 AI Features

1.5.7.1 Access and Usage. Certain functionality within the ���سԹ� Platform utilizes third-party artificial intelligence models (“AI Features”). Access to AI Features is measured in credits (“AI Credits”), where each AI Credit represents AI Features usage as billed through the Platform on a cost-plus basis (underlying AI model provider costs plus a 10% surcharge). Annual subscriptions include AI Credits at no additional charge, as specified in the applicable Order Form.

Customer may elect to enable Usage-Based Billing through the Platform, subject to maintaining an active Card on File (§1.5.1), with the option to set a monthly spend limit. If enabled, usage in excess of available AI Credits will be billed monthly to the credit card on file at the same cost-plus rate.

AI Credits are allocated monthly and expire at the end of each monthly allocation period. Unused AI Credits do not roll over and are non-refundable. AI Features will be disabled when all available AI Credits are exhausted and either (a) Customer has not elected Usage-Based Billing, or (b) Customer's monthly spend limit has been reached.

1.5.7.2 MCP Connection. Customer may elect to access some AI Features through a direct connection to ���سԹ�'s AI infrastructure via the Model Context Protocol ("MCP Connection") for a fixed annual fee as specified in the applicable Order Form. Customer is responsible for obtaining and maintaining its own subscription with the applicable AI model provider(s) for use through the MCP Connection. The MCP Connection fee is separate from the usage-based fees described in Section 1.5.7.1.

1.5.7.3 Data Processing and Output. AI Features require the transmission of Project Content to third-party AI model providers for processing, subject to those providers’ own terms and data practices. Any output generated through AI Features (“AI Output”) is provided “as is” without warranty of any kind. Customer is solely responsible for reviewing and validating all AI Output before reliance.

1.5.7.4 Third-Party Terms. Customer acknowledges that AI Features utilize third-party AI model providers and that Customer’s use of AI Features is subject to the applicable third-party provider’s terms of service, usage policies, and data processing practices. ���سԹ� is not responsible for the acts or omissions of any third-party AI model provider. ���سԹ� may add, remove, or substitute AI model providers at any time upon reasonable prior notice to Customer.

1.5.7.5 Rate Changes. AI model provider rates may change at any time; such changes will be reflected in Customer’s usage charges. ���سԹ� will provide usage and cost reporting through the Platform.

1.5.8 Order Forms. An “Order Form” is an ordering document or quote for ���سԹ� subscriptions or services (including a quote generated or accepted through ���سԹ�’s quoting system) that references these Terms and is accepted by both parties. Order Forms are part of the agreement between Customer and ���سԹ�. If an Order Form conflicts with these Terms, the Order Form controls as to commercial terms; these Terms control everything else. Terms in a Customer purchase order do not apply. An Order Form may be amended only in writing, including by a later accepted Order Form, which controls over an earlier one.

1.5.9 Legacy Subscriptions. A subscription under an Order Form dated before August 1, 2026, or that provides for quarterly user-count audits, is a “Legacy Subscription” is a “Legacy Subscription” until it is renewed or amended onto the process in §1.5.2. Legacy Subscriptions follow the true-up terms in their Order Form and, where the Order Form is silent: ���سԹ� audits user counts quarterly (on or about March 31, June 30, September 30, and December 31); added users are billed at ���سԹ�’s then-current standard (undiscounted) per-user pricing, prorated from the first day following the applicable audit date through the end of the then-current annual payment term, plus applicable taxes; platform and integration fees increase proportionately if user counts grow by more than 20% (accounts up to 250 users) or 10% (over 250); and users added by true-up are included in the subscription at renewal. The same added users are never charged under both this Section and §1.5.2.

1.5.10 Services; Support; Customization. The Platform Fee includes the customer success service hours stated in the Order Form, and onboarding and integration services include the hours and scope stated in the Order Form. Additional service hours or out-of-scope work requested by Customer are billed at ���سԹ�’s then- current services rate (currently $200/hour); ���سԹ� will confirm any additional billable work with Customer by email for approval before performing it. Services are delivered remotely, during ���سԹ�’s standard business hours, and onboarding services must be used within the period stated in the Order Form. Separately, helpdesk support — email to support@mosaicapp.com and ���سԹ�’s in-application chat — is included with every subscription at no additional charge and does not count against service hours. It covers questions, troubleshooting, and guidance related to the normal use and configuration of ���سԹ�, with no predefined cap on inquiries, subject to reasonable use — ���سԹ� may apply use limits or adjust response times in cases of excessive or abusive use. Customization requests may be approved at ���سԹ�’s discretion and are billed at an agreed hourly rate, documented in an amendment or statement of work.

1.5.11 Publicity. ���سԹ� may reference Customer by name and logo as a ���سԹ� customer in its marketing. Where Customer receives discounted pricing, Customer agrees to collaborate in good faith on a case study or testimonial, subject to Customer’s review and approval.

1.6 Data Protection

1.6.1 In connection with the ���سԹ� Platform, ���سԹ� may process Project Content that you provide to ���سԹ� or that ���سԹ� has access to on your behalf, including without limitation personally identifiable information. ���سԹ� will process Project Content only on your behalf and for your benefit, to carry out its obligations pursuant to these Terms, as described in these Terms and in the Privacy Policy. Notwithstanding the foregoing, Customer acknowledges that AI Features involve the transmission of Project Content to AI Model Providers as described in Section 1.5.7.3, and that such processing is subject to the terms and conditions of the applicable AI Model Provider in addition to these Terms.

1.6.2 You acknowledge and agree that ���سԹ� may create and derive from processing related to the ���سԹ� Platform anonymized and/or aggregated data that does not identify you or any natural person, and use, such data to improve ���سԹ�’s products and services.

1.6.3 ���سԹ� and its employees shall hold confidential any and all Project Content. ���سԹ� shall limit access to Project Content to its employees that have a need to know Project Content as a condition to ���سԹ�’s performance of ���سԹ� Platform.‬‬

1.6.4. Except with respect to disclosures required by these Terms or by law, prior to providing access to Project Content to any third-party service provider, ���سԹ� shall take reasonable steps to verify that the such third party is capable of maintaining the privacy, confidentiality and security of Project Content; and contractually require the third party to maintain adequate safeguards for Project Content.‬

1.6.5 ���سԹ� shall comply with applicable U.S. federal and state privacy and information security laws, and ���سԹ� will employ and maintain a commercially reasonable technological, physical, administrative and procedural safeguards reasonably designed to protect the confidentiality, security and integrity of Project Content. Those safeguards are described in the Security Policy at /security.

1.6.6 Subject to Section 1.6.4 of these Terms, when Project Content is no longer necessary for the performance of ���سԹ� Platform, or upon the earlier termination of your Account, ���سԹ� shall securely destroy the Project Content in ���سԹ�’s possession or custody. In the event applicable law does not permit ���سԹ� to destroy the Project Content, and with respect to backup copies of the data that ���سԹ� maintains until such backups are erased in the ordinary course of business, ���سԹ� shall continue to protect the confidentiality and security of Project Content as set out in this Section 1.6.5.‬‬‬

1.6.7 ���سԹ� shall retain Project Content for a period after the termination of an Account as follows: (a) Accounts Terminated in Good Standing: Project Content associated with Accounts that are terminated in good standing shall be retained for a period of one hundred and eighty (180) days from the effective date of termination; (b) Accounts Not in Good Standing: Project Content associated with Accounts that are terminated and are not in good standing shall first be subject to a grace period of ninety (90) days following the effective date of termination. During this grace period, the account holder may take necessary actions to bring the account back into good standing. If the account is still not in good standing after the expiration of the grace period, the ninety (90) day retention period for Project Content will commence. The retention periods are established to ensure the continuity of service and facilitate the orderly retrieval of information should the need arise post-account termination. Following the lapse of the applicable retention period, ���سԹ� shall securely destroy the Project Content in accordance with the provisions set forth in Section 1.6.6, unless otherwise required to retain such Project Content by applicable law or to preserve the integrity of the backup data until such backups are erased in the ordinary course of business, in which case the protection of the confidentiality and security of Project Content will be managed as stipulated in Section 1.6.5.

1.7 Prohibited Uses

"Prohibited Data" means any (a) "special categories of data" or "sensitive personal information" as defined under applicable Law, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards, (d) any information about an individual that is deemed a child under applicable Laws of the country in which the child resides or any  other information subject to regulation or protection under specific Laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver's license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.

Customer must not (a) use the Service to collect, store, process or transmit any Prohibited Data or (b) combine any Prohibited Data with ���سԹ� Data. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that ���سԹ� is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, ���سԹ� has no liability for Prohibited Data. Without limiting the foregoing, Customer must not submit any Prohibited Data through AI Features, as such data will be transmitted to third-party AI Model Providers outside of ���سԹ�’s control.

1.8 Termination and Modification

1.8.1 ���سԹ� is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the ���سԹ� Platform provided may change from time to time. Changes to the form and nature of the ���سԹ� Platform will be effective with respect to all versions of the ���سԹ� Platform; examples of changes to the form and nature of the ���سԹ� Platform include without limitation: changes to fees and payment policies, security patches, added functionality, and other enhancements. Changes are typically effective when implemented.

1.8.2 You may cancel your Account at any time through your Account settings page on the ���سԹ� Platform. Cancellation of an Account will be effective at the end of the annual subscription term. AllAnnual subscriptions Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable.

1.8.3 You agree that ���سԹ�, in its sole discretion and for any or no reason, may terminate your access or Account or any part thereof. You agree that any termination of your access to the ���سԹ� Platform may be without prior notice, and you agree that ���سԹ� will not be liable to you or any third party for such termination.

1.8.4 You are solely responsible for exporting your Project Content from the ���سԹ� Platform prior to termination of your Account, provided that if we terminate your Account, we will provide you a reasonable opportunity to retrieve your Project Content.

1.9 Exclusion of Warranties

1.9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) YOUR USE OF THE MOSAIC PLATFORM IS AT YOUR SOLE RISK, AND THE MOSAIC PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MOSAIC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE MOSAIC PLATFORM, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE MOSAIC PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) THE MOSAIC PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MOSAIC PLATFORM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE MOSAIC PLATFORM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE MOSAIC PLATFORM WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MOSAIC PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

1.9.2 WITHOUT LIMITING THE GENERALITY OF SECTION 1.9.1, AI FEATURES AND ALL AI OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE RELEASED PARTIES MAKE NO WARRANTY THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE OF ERRORS OR HARMFUL CONTENT. AI FEATURES RELY ON THIRD-PARTY AI MODEL PROVIDERS WHOSE SERVICES MAY BE SUBJECT TO INTERRUPTION, MODIFICATION, OR DISCONTINUATION WITHOUT NOTICE. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF AI FEATURES AND AI OUTPUT, INCLUDING WITHOUT LIMITATION ANY RISK ARISING FROM CUSTOMER’S RELIANCE ON AI OUTPUT FOR PROJECT PLANNING, COST ESTIMATION, RESOURCE ALLOCATION, SCHEDULING, OR OTHER BUSINESS DECISIONS.

1.10 Limitation on Liability

1.10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOSAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE MOSAIC PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE MOSAIC PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE MOSAIC PLATFORM; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; (vi) YOUR USE OF OR RELIANCE ON ANY AI OUTPUT OR AI FEATURES, INCLUDING WITHOUT LIMITATION ANY INACCURATE, INCOMPLETE, OR MISLEADING AI OUTPUT, OR ANY INTERRUPTION OR UNAVAILABILITY OF AI FEATURES RESULTING FROM ACTS OR OMISSIONS OF AI MODEL PROVIDERS; OR (vii)OR (vi) ANY OTHER MATTER RELATING TO THE MOSAIC PLATFORM

1.10.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MOSAIC PLATFORM OR YOUR USE OF MOSAIC CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $100 AND THE FEES YOUR ORGANIZATION HAS PAID TO MOSAIC IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

1.10.3 We are not responsible for any disputes or disagreements between you and any third party you interact with using the ���سԹ� Platform. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release ���سԹ� of all claims, demands, and damages in disputes among users of the ���سԹ� Platform. You also agree not to involve us in such disputes. Use caution and common sense when using the ���سԹ� Platform.

1.10.4 We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the ���سԹ� Platform. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the ���سԹ� Platform. Use the ���سԹ� Platform at your own risk.

1.10.5 The ���سԹ� Platform may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

1.10.6 You are solely responsible for all of your communications and interactions with other users of ���سԹ�. You understand that ���سԹ� does not make any attempt to verify the statements of Users of ���سԹ� or other compatibility with any current or future Users of ���سԹ� Content. You agree to take reasonable precautions in all communications and interactions with other users of ���سԹ� Content, particularly if you decide to meet offline or in person.

1.10.7 We make no promises and disclaim all liability of specific results from the use of the ���سԹ� Platform.

1.11 Indemnification

1.11.1 You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any ���سԹ� Content, or (iii) your breach of these Terms. We will provide notice to you promptly of any such claim, suit, or proceeding.

1.12 Changes to Terms; Feedback; General

1.12.1 Changes in these Terms are almost certain to happen, due to changes in the ���سԹ� Platform and the laws that apply to us and you. ���سԹ� may revise these Terms. Each version is identified by its “Last Updated” date; prior versions are available on request. For customers under an Order Form, the version in effect on the Order Form’s effective date governs during the current term, and revisions take effect at the next renewal — except revisions required by law, or covering new features Customer first elects to use, which take effect as stated. For all other users, revisions are effective on posting, and continued use is acceptance.

1.12.2 We appreciate hearing from our users and welcome your comments regarding the ���سԹ� Platform. Please be advised, however, that if you send us creative ideas, suggestions, inventions, proposals and/or materials (collectively, “Creative Ideas”), we will (i) own, exclusively, all now known or later discovered rights to the Creative Ideas; (ii) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and (iii) be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. You represent and warrant that you have all rights necessary to submit the Creative Ideas.

1.12.3 These Terms, together with each Order Form and the policies incorporated into these Terms by reference, are the entire agreement between you and ���سԹ� concerning your use of the ���سԹ� Platform and supersede all prior discussions and agreements about their subject matter. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.

1.13 Arbitration, Class Action Waiver, Waiver of Jury Trial

1.13.1 Mandatory Arbitration. Please read this carefully. YOU AND MOSAIC AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS, AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE MOSAIC PLATFORM AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

1.13.2 Commencing Arbitration. A party intending to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address ���سԹ� provides to you, via any other method available to ���سԹ�, including via e-mail. The Notice to ���سԹ� should be addressed to ���سԹ�App Inc, 70 West 40th Street, 5th Floor New York, NY 10018, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If you and ���سԹ� do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or ���سԹ� may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available online at http://www.adr.org. If you are required to pay a filing fee to commence an arbitration against ���سԹ�, then ���سԹ� will promptly reimburse you for your confirmed payment of the filing fee upon ���سԹ�’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.

1.13.3 Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York, New York will be appointed pursuant to the Rules, as modified herein. You and ���سԹ� agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) arbitration will only be conducted if the damages sought exceed $75,000; (B) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (C) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (D) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

1.13.4 No Class Actions. YOU AND MOSAIC AGREE THAT YOU AND MOSAIC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.

1.13.5 Decision. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge that these terms and your use of the ���سԹ� Platform evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.

1.13.6 Equitable Relief. The foregoing provisions of this Section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event ���سԹ� or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against ���سԹ�, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.

1.13.7 Claims. You and ���سԹ� agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the ���سԹ� Platform, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

1.13.8 All claims you bring against ���سԹ� must be resolved in accordance with this Section. All claims filed or br/ought contrary to this Section will be considered improperly filed. Should you file a claim contrary to this Section, ���سԹ� may recover attorneys’ fees and costs up to $5,000, provided that ���سԹ� has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

1.13.9 In the event that ���سԹ� makes any future change to the Mandatory Arbitration provision (other than a change to ���سԹ�’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to ���سԹ�’s Arbitration Notice Address, in which case your account with ���سԹ� and your license to use the ���سԹ� Platform will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.

1.13.10 If only Section 1.131.4 or the entirety of this Section 1.131 is found to be unenforceable, then the entirety of this Section 1.131 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 1.142 will govern any action arising out of or related to these Terms.

1.14 General Provisions

1.14.1 Governing Law and Choice of Forum. The laws of the State of New York, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the ���سԹ� Platform may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be br/ought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.

1.14.2 Electronic Communications. The communications between you and ���سԹ� may take place via electronic means, whether you visit ���سԹ� website or send ���سԹ� e-mails, or whether ���سԹ� posts notices on ���سԹ� Content or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from ���سԹ� in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ���سԹ� provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

1.14.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without ���سԹ�’s prior written consent, and any attempted assignment, subcontract, delegationA, or transfer in violation of the foregoing will be null and void.

1.14.4 Force Majeure. ���سԹ� shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

1.14.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to ���سԹ� Content, please contact us at: 70 West 40th Street, 5th Floor, New York, NY 10018, United States. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

1.14.6 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

1.14.7 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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Last Updated: 09/16/2026