Terms Of Service

Mozaik
Terms of Service

Last Updated: September 28, 2023

Overview of our Terms of USE

These Terms of Service (“Terms”), provided by Mozaik Inc. including its subsidiaries and affiliates (collectively,  “we,” “our,” “us” or “Mozaik”), set forth the legally binding terms and conditions that govern your access and/or use of: (a) our mobile app, the “Mozaik App” or “App” (which you can download to use from different app stores), (b) our website currently located at www.mozaikapp.com (“Mozaik Website” or “Website”) and (c) our provision of any other information, materials or services through the Mozaik App, the Mozaik Website or any of our other products or services (collectively, “Services”).

• When these Terms mention our Mozaik App or Mozaik Website, all such references collectively include any other products or services available or provided through Mozaik App or Website, whichever applicable, including any related customer or technical support services. 

• When these Terms mention “Services,” all such references mean all of our Services, or (depending on the context of the particular provision) the products and services related to or provided through the Mozaik App, the Mozaik Website or any other product or service we offer. 

• When these Terms mention “use” or “using” below, all such references include the acts of accessing and/or using.

• When these Terms mention “you” or “your,” all such references mean you as a “User” of our Mozaik App or “Visitor” of our Mozaik Website, in the capacity of (and as applicable): (a) an individual, (b) on behalf of your minor child, or (c) on behalf of a business, organization or entity, and affiliates, including each of their employees, independent contractors, directors, officers, agents and any other representatives.

By using any of the Services, you are accepting and have agreed to these Terms (including our Privacy Policy) on your own behalf or the above-referenced parties (as applicable), and you represent and warrant that you have the right, authority, and capacity to enter into and be bound by these Terms on behalf of yourself or the above-referenced parties (as applicable).

All capitalized terms not defined in these Terms of Service are defined in our Privacy Policy. 

If you do not agree with all of these Terms, do not access and/or use the SERVICES.

ELIGIBILITY and age requirements

• You must be 13 years of age or older to use our Services and provide certain information to use our Services.
• If you are age 13 or older but younger than 16, then Mozaik will automatically set up your account as private, which means that only your “friends” (aka “fans”) can comment on your User Content, including such content that appears in a “Mozaik Movie” (as defined below) that you have created, act in one of your Mozaik Movies or “twist” one of your Mozaik Movies.
• You must be 16 years of age or older to use direct messaging through the Mozaik App.
• You must be 18 years of age or older to purchase our paid Services (if any) or any other products or services offered by us through our Services, including tickets and gifts, to send gifts to other Users, receive Gifts with monetary value or earn or withdraw digital currency made available through the Mozaik App.
• The above age limits are referred to individually and collectively as “Minimum Age.” 
• If other applicable laws require you (or your child) to be older than the above-mentioned Minimum Age in order to use, access or purchase the Services or any other products and services offered by us or any other third party, then the Minimum Age will be the older age under such applicable laws.
• In order to use our Services, you must not be in violation of any embargoes, export controls, or other laws of the United States or other countries having jurisdiction over our Terms, Mozaik and Yourself.

These Terms May Change

These Terms are subject to occasional revision, and if we make any substantive changes, we may notify you by sending you an email or text message to the last email address or last phone number you provided to us or by prominently posting a notice of the changes within our Services and/or within our Terms. 

Your continued use of our Services following notice of any changes to our Terms, Privacy Policy, or any other policies or guidelines, constitutes your acceptance of all such changes.

Read our Privacy Policy

Any information that we collect through your use of the Services is subject to our Privacy Policy, which is incorporated by reference into and deemed a part of these Terms of Service.

our website – basic terms

This Section governs your use, as a Visitor, to our Mozaik Website, where our general public information about the Mozaik App is posted, and where you will be directed to download the Mozaik App.  We may, if you choose to allow us to, also collect your email address so you can receive our periodic email newsletter. 

If you choose to become a User of our App, then please review the next major Section, “OUR MOZAIK APP – BASIC TERMS.”

If you are only a Visitor, please scroll down to the last major Section, “OTHER TERMS - FOR ALL MOZAIK SERVICES,” since this Section applies to both Visitors and Users.

our mozaik app – basic terms

When you download the Mozaik App and set up an account with us, you will be deciding whether you will be a “Director” (or aspiring filmmaker), “Actor” (or influencer) and/or “Fan” (or general public or enthusiast).  Whether you are a Director, Actor and/or Fan (you can use the Mozaik App in more than one of these roles), you will be referred to as a “User” of the Mozaik App.    

Below are the terms governing all the activities and interactions that you can undertake while using the Mozaik App.  We will, however, provide – within the Mozaik App - information about all such activities and interactions and all the features and functionality of our App that are available for you to use in the Director, Actor and Fan roles, and how you can interact with other Users.  

As a User of the App, please also make sure to review the rest of the Terms that apply to Users that are located in the last major section entitled, “OTHER TERMS - FOR ALL MOZAIK SERVICES.”

• Mozaik Content

Use of the Mozaik Content for any purpose not expressly permitted by these Terms is strictly prohibited.

• As between you and Mozaik, all content, information, materials, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, musical works, sound recordings audiovisual clips, and “look and feel” of the Services, and all intellectual property rights related thereto (“Mozaik Content”), are either owned or licensed by Mozaik, it being understood that you or your licensors will own any “User Content” (as defined below) you upload or transmit through the Mozaik App.
  • You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Mozaik App, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data and digital currency, tickets, gifts or rewards, and except as specifically permitted by us in these Terms, you will have no right to share in any such revenue, goodwill or value whatsoever.
  • You further acknowledge that, except as specified in these Terms, you: (a) have no right to receive any income or other consideration from (i) any User Content, (ii) or your use of any musical works, sound recordings or audiovisual clips, made available to or by you on or through the Services, including in any User Content created by you; and (b) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Services or on any third party service (e.g., you cannot claim any rights to income or consideration related to User Content uploaded for monetization to a social media platform, such as YouTube).

YOU HAVE NO RIGHTS TO SEPARATELY USE ANY SOUND RECORDINGS OR MUSICAL WORKS THAT ARE EMBODIED WITHIN OR MADE AVAILABLE THROUGH THE MOZAIK APP, USER CONTENT OR MOZAIK CONTENT.

• You acknowledge and agree that when you view content provided by other Users or third parties on the Mozaik App, you are doing so at your own risk. The content available through the Mozaik App is provided for general information only.  It is not intended to amount to advice or information on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content (whether originating from Mozaik, other Users or third parties) made available or published through our Mozaik App.
• User-Generated Content
  • Definition. Users of the Mozaik App may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Mozaik App including, any text, scripts, comments, graphics, user videos, photos, sound recordings and musical works, etc. embodied in such therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“User Content”).

You are responsible for any content that you upload, share, or otherwise make available through the Mozaik App, and you represent and warrant that you have all necessary rights to all such content.

• License.  You (or your licensors) retain ownership of any User Content you provide through the Mozaik App, but by uploading such User Content, you grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish, display and/or transmit, and/or distribute and to authorize other Users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented, all in accordance with these Terms and as permitted within the Mozaik App.  You further grant us a royalty-free license to use your User Name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
  • Use.  Users of the Mozaik App may also extract all or any portion of User Content created by another User to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one User. Users of the Services may also overlay music, graphics / background images, filters, scene transitions and other elements provided by the Mozaik App (“Mozaik Movie”) onto the Mozaik Movie or any other User Content, and publish such combined User Content within the Mozaik App.
  • Third-Party Platforms. Whenever you access or use a feature that allows you to upload or transmit User Content through the Services (including via certain third-party social media platforms such as Instagram, Facebook, YouTube or Twitter), or to make contact with other Users of the Services, you must comply with the terms set forth in these Terms and in the third-party platforms, when applicable.
  • User Content within Mozaik Movies.  You may also choose to upload or transmit your User Content, including User Content that includes a Mozaik Movie, on sites or platforms hosted by third parties. If you decide to do this, you must: (a) not remove any Mozaik name and logo that appears within or in connection with the Mozaik Movie; (b) comply with the applicable requirements in these Terms; and (c) comply with the third party site or platform content guidelines and any of their related terms and conditions, so long as all such terms do not conflict with those of Mozaik (this means that if there is a conflict, the Mozaik terms will take precedence). As noted in these Terms, such features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services. You warrant that if any such contribution does comply with those standards, and you will be liable to us and indemnify us (in accordance with the “Indemnification” section below) for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
  • Any User Content will be deemed non-confidential and non-proprietary.  You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third-party platforms, and/or adopt any third-party content.
  • Sound Recordings.  If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services. 
    • For the avoidance of doubt, the license rights granted in this Section 3 include the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis.
    • This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
  • Musical Works and Recording Artists.  If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license in your User Content that you granted to us through these Terms. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms in your User Content or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses under these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Services is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Services that may be claimed by your label.
  • Through-To-The-Audience Rights. All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for User Content posted or used on such third-party service via the Services.
  • No Verification or Approval.  You acknowledge and agree that all information and materials in any User Content, including User Content that includes or results in Mozaik Movie, have not been verified or approved by us. The views expressed by other Users, in text, audio or visual, on the Services (including through the use of Gifts or Mozaik Tickets) do not represent our views or values.
• Waiver of Rights to User Content
  • By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.
  • We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.
  • We, or authorized third parties, reserve the right to cut, crop, edit or refuse to publish, your User Content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Services if, in our sole opinion, your post does not comply with the content standards set forth in our Terms.
  • We have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (a) that we consider to violate these Terms, or (b) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content.
  • We do not guarantee the accuracy, integrity, appropriateness, or quality of any User Content, and under no circumstances will we be liable in any way for any User Content. You control whether your User Content is made publicly available on the Services to all other Users of the Services or only available to people you approve. To restrict access to your User Content, you should select the privacy setting available within the Mozaik App.
  • We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.  If you wish to file a complaint about information or materials uploaded by other Users, please follow the requirements set forth in the “Copyright and Intellectual Property Infringement Claims” section.
• Third Party Services
  • In order to optimize your experience with the Services, you may, at your sole election, decide to link your social media accounts, wearable devices, non-wearable devices, calendars, applications, platforms, or programs, now in existence or hereafter developed, (collectively and including related devices, “Third-Party Services”) that you utilize now or in the future.  We may provide such links to your Third-Party Services only as a convenience to you.
  • You acknowledge that we do not and have no obligation whatsoever to pre-screen, edit, review, approve, monitor, endorse, warrant or make any representations regarding such services or devices. All Such Third-Party Services are neither our responsibility nor under our control. 
  • By linking such Third-Party Services with your Mozaik account, you represent and warrant that: (a) such Third-Party Services are used by you in your sole discretion; (b) if you have an account with a Third-Party Service, you are authorized to access and link to such Third-Party Services account; and (c) you expressly authorize us to utilize, implement, and, if applicable, share any information with or use data received from your Third-Party Services.  You may un-link your Third-Party Services account(s) at any time but understand that you may (in certain instances) experience, as a result, a more limited interaction with our Services.
  • Please remember you shall remain bound by the terms of use and privacy policy of the owners of your Third-Party Services while they are linked to our Services.  You acknowledge that these Terms do not apply to any Third-Party Services, and that you assume all responsibility of and any risk arising from your use of such Third-Party Services.
• App Stores

Since the availability of the Mozaik App is dependent on the third-party platform from which you access the Services, e.g., the Apple App Store or Google Play Store (individually and collectively, “App Store(s)”), you acknowledge and agree to the following subsections in this Section on “App Stores.”

• These Terms of Service are between you and Mozaik and not with the App Stores. Mozaik, not the App Stores, is solely responsible for the Services, the content thereof, maintenance, support services, and warranty therefor, and addressing any related claims.  In order to use the Services, you must have Internet connectivity and you agree to pay all fees associated with such connectivity.  You also agree to pay all fees (if any) charged by the App Store in connection with using the Mozaik App.
  • The App Stores (and its subsidiaries) are third-party beneficiaries of these Terms of Service and will have the right to enforce it to the extent the rights of the operator of any App Stores are affected by such Terms.
  • The Mozaik App is accessed through or downloaded from an App Store; therefore, your use of the Mozaik App through the applicable App Store requires you to comply with such App Store’s terms of service, and this means you acknowledge and agree to the following.
    • You shall pay all fees (if any) charged by the App Store in connection with the Mozaik App.
    • You shall comply with, and your license to use the Mozaik App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Mozaik App.
    • As third-party beneficiaries of these Terms of Service, the App Stores will have the right to enforce it to the extent the rights of the operator of any App Stores are affected by such Terms.
    • When the Mozaik App is downloaded through the Apple App Store:
      • In the event of any failure of the Mozaik App to conform to any applicable warranty, you may notify the Apple App Store through which you downloaded the Mozaik App, and Apple will refund the purchase price in accordance with its applicable terms of service and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Mozaik App.
      • You and Mozaik acknowledge that, as between Mozaik and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Mozaik App or your possession and use of the Mozaik App, including: (A) product liability claims; (B) any claim that the Mozaik App fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.
      • You and Mozaik acknowledge that, in the event of any third-party claim that the Mozaik App or your possession and use of that Mozaik App infringes that third party’s intellectual property rights, as between Mozaik and Apple, Mozaik will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Mozaik Terms of Service.
    • When the Mozaik App is downloaded through the Google Play Store, Google has no obligation or liability to you with respect to the Mozaik App or these Terms of Service.
• Fees and Payments
  • Payment Processors.  We utilize the services of third-party payment processors (“Processors”) to handle your purchases of certain Services, and in such cases, we do not store your credit card or other payment method information.  Such Processors may require you to store credit card or other sensitive, personal information.  We make no warranties or representation with respect to any Processor and their ability to safeguard your information.  It is important that you review the Processor’s terms of use and privacy policy prior to using their services.
  • Fees for Mozaik Services.  You agree that your purchase of certain Services will include a charge for the processing of such purchase, and such processing fees are non-refundable if you seek a refund for a Service you purchased.

OTHER TERMS - FOR ALL MOZAIK SERVICES

1. 1. Mozaik has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason.  Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way. 

The rights granted to you in these Terms are subject to the following restrictions, all of which, when applicable, will be determined or assessed by us, in our sole discretion.

Any unauthorized use of the Services immediately terminates the licenses granted by Mozaik pursuant to these Terms.

For clarification, you acknowledge and agree that if another User violates any term in this Section 3 (or any other term in these Terms) and you are negatively affected by such violation, that User, and not Mozaik, shall be liable for any resulting damages or claims you may be entitled to under applicable laws.  You agree that you will initiate all such claims directly against that User and not Mozaik, and that you may contact Mozaik for the possibility of Mozaik seeking to assert its indemnification rights, as solely determined by Mozaik in its sole discretion.

We reserve the right, at any time, to modify, update, suspend, or discontinue the Services and any related terms and pricing (in whole or in part) with or without notice to you.  You agree that we will not be liable to you or to any third party for any modification, updates, suspension, or discontinuation of the Services or any part thereof.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services or related pricing shall be subject to these Terms.

Subject to this Section, these Terms will remain in full force and effect while you use the Services.  We may, without any liability to you whatsoever, suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.  This means we have the right to revoke our consent to your use of the Services, the Mozaik IP and/or any other permissions we previously granted to you.  Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect (e.g., survive the termination of the Terms): Sections 2 through 5, and 7 of the “Our Mozaik App – Basic Terms” and Sections 1 through 3, 5 through 9, 11, 12 and 14 of the “Other Terms for All Mozaik Services.”

• • .  Ours failure to promptly notify you as to the existence of an indemnifiable claim will not relieve your applicable indemnification obligations, except to the extent that such failure or delay is prejudicial.

THE SERVICES, INCLUDING ALL MOZAIK CONTENT, USER CONTENT OR ANY OTHER INFORMATION OR MATERIALS PROVIDED BY MOZAIK OR ITS SUPPLIERS (COLLECTIVELY REFERRED TO AS “THE SERVICES”) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MOZAIK OR ITS AFFILIATES (INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS OR REPRESENTATIVES OR SUPPLIERS)  BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, LOST USER CONTENT, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF CONTENT OR DATA (INCLUDING USER CONTENT) RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES RELATED TO OR ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU HAVE PAID TO MOZAIK FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100) (WHICHEVER GREATER), PROVIDED YOU DO NOT HAVE ANY THEN-EXISTING PAYMENT OBLIGATIONS TO MOZAIK.  THE EXISTENCE OF MORE THAN ONE CLAIM OVER ANY PERIOD OF TIME WILL NOT ENLARGE THIS LIMIT. 

YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS SECTION 8 AND ANY OTHER RELEVANT TERMS IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MOZAIK AND YOU.  

• 9.                   Release and Waivers

1. Informal Dispute Procedure

Prior to formally filing any claim against us or any of our Representatives (“Dispute”), you will use good faith efforts to attempt to resolve such Dispute informally by submitting to Mozaik a written notice of the Dispute describing the nature and basis of the Dispute and the requested relief (“Dispute Notice”).  Upon receiving such Dispute Notice, we will use good faith efforts to resolve the Dispute informally by contacting you within sixty (60) days of such receipt.  If a Dispute is not resolved within one hundred and twenty (120) days after the date of our first contact with you, then either party may bring a formal proceeding through the arbitration procedures as described below.

1. Arbitration

Please read this Section on Arbitration carefully.  It is part of your agreement with Mozaik under these Terms and affects your rights.  The following contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. All “Arbitration Cases,” which means all claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) related to your use of the Services or to the Terms that cannot be resolved informally as required in these Terms, shall be resolved by binding arbitration on an individual basis in accordance with this Section.  Except as specified in these Terms, Mozaik is not committed nor obligated to use an alternative dispute resolution entity to resolve disputes with you.  Unless otherwise agreed to in writing by both parties, all arbitration proceedings shall be held in English.
   1. U.S. Arbitration Rules.  If an Arbitration Case involves a User or Visitor based or residing in the U.S. or use of the subject Services occurred in the U.S., then arbitration shall be initiated through the “American Arbitration Association” (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in these Terms.  If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms.
   1. International Arbitration Rules.  If an Arbitration Case involves a User or Visitor based or residing outside of the U.S. or the use of the subject Services occurred outside of the U.S., then arbitration shall be initiated through the “International Centre for Dispute Resolution” (“ICDR”), an established ADR Provider that offers arbitration as set forth in these Terms.  If ICDR is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms.
   1. The arbitration requirements for all Arbitration Cases shall apply to all Users, Visitors and Mozaik, and to any such party’s Representatives, predecessors in interest, successors, and assigns, as well as all beneficiaries of Services (if applicable) provided in these Terms.
   1. The arbitration shall be conducted by a single, neutral arbitrator, unless the claim exceeds $100,000.00, in which case the arbitration shall be conducted by a panel of three arbitrators.  All such arbitrators shall be or was an attorney and has professional experience in the business of video and film production, casting, script writing, entertainment and entertainers and in connection with related technology, mobile apps and social media platforms.
   1. Within twenty (20) days after the commencement of arbitration, each party shall select the Mozaik Applicable number of persons to serve as arbitrator.  If the parties cannot mutually agree in good faith (and in writing) to the selection of the arbitrator(s) within this 20-day period, the AAA or ICDR (whichever applicable) shall, at either party’s written request, complete the Mozaik Appointments that have not been made.
   1. The “Expedited Procedures” under the AAA or ICDR (whichever applicable) shall apply in any Arbitration Case in which no disclosed claim or counterclaim exceeds $100,000.00, not including interest or reasonable attorneys’ fees and arbitration costs.
   1. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (U.S. $10,000.00) may be resolved, under the AAA or ICDR (whichever applicable), through binding non-appearance-based arbitration, at the option of the party seeking relief.  Accordingly, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed in writing by both parties.
   1. For Arbitration Cases with the total amount of the award sought is ten thousand U.S. dollars (U.S. $10,000.00) or more, the right to a hearing will be determined by the arbitration rules under the AAA or ICDR (whichever applicable).  Any hearing will be held in a location within 100 miles of Mozaik’s principal place of business, unless the parties agree otherwise in writing.  If User’s or Visitor’s principal place of residence or business is located outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings and whether virtual appearance or attendance by either party is permitted.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction located within 100 miles of Mozaik’s principal place of business.  Each party shall bear its own costs (including attorneys’ fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider, unless the arbitrator determines that User’s or Visitor’s claim is frivolous, then Mozaik will seek for User or Visitor to cover Mozaik’s reasonable attorneys’ fees and all fees and costs of the ADR Provider.
   1. The amount of any settlement offer made by any party may not be disclosed to the arbitrator in any Arbitration Case until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
   1. The award for an Arbitration Case shall be made within six (6) months of the filing of the notice of intention to arbitrate (demand), and the arbitrator(s) shall agree to comply with this schedule before accepting appointment.  This time limit, however, may be extended by the arbitrator(s) for good cause shown, or by the parties’ mutual written agreement.
   1. Notwithstanding anything to the contrary in these Terms, the parties agree that: (a) the award (as described in Section 11.11 may be appealed pursuant to the optional appellate arbitration rules under the AAA or ICDR, whichever applicable ("Appellate Rules"); (b) such award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and (c) such award shall not be considered final until after the time for filing the notice of appeal pursuant to the Mozaik Appellate Rules has expired.  Appeals must be initiated within thirty (30) days of receipt of an award, as defined by the Mozaik Appellate Rules, by filing a “Notice of Appeal” with any AAA or ICDR office (whichever applicable).  Following the Mozaik Appeal process, the decision rendered by the Mozaik Appeal tribunal may be entered in any court having jurisdiction thereof.
   1. If arbitration is initiated in compliance with this Section 11, the arbitrator(s) will decide the rights and liabilities, if any, of User or Visitor and Mozaik, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator(s) shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator(s) shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to the claimant under applicable law, the AAA or ICDR rules (whichever applicable), and the terms of these Terms.  The arbitrator(s) shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator(s) has the same authority to award relief that a judge in a court of law would have.  The award of the arbitrator(s) is binding upon User and Mozaik as specified in this Section.
   1. Confidentiality.  All aspects of the arbitration proceeding, including the award of the arbitrator and each party’s compliance with such award, shall be strictly confidential.  The parties agree to maintain all such confidentiality unless otherwise required by law.
   1. Equitable Relief During Arbitration.  Notwithstanding anything to the contrary in this Section 11, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Section 11 or the Terms.
2. MISCELLANEOUS
   1. Equitable Relief.  You acknowledge and agree that your obligations regarding non-competition, non-solicitation, Confidential Information and any intellectual property rights hereunder have a unique, very substantial and immeasurable value to Mozaik, and breach of such obligations would cause irreparable harm and unascertainable damages to Mozaik; entitling Mozaik to injunctive relief and any other available remedies, including reasonable attorneys’ fees and costs, without posting a bond or security or proving any actual damages, and in addition to any monetary relief as may be recoverable by law.
   1. Claims Not Subject to Arbitration.  Notwithstanding anything to the contrary in Section 10 (Informal Dispute Procedure),  Section 11 (Arbitration) and Section 12.1 (Equitable Relief), claims (including those related to equitable relief below) of defamation, libel or privacy, violation of the Computer Fraud and Abuse Act, infringement or misappropriation of a party’s patent, copyright, trademark or trade secrets (or any other intellectual property rights), User’s material breach of these Terms (including your failure to pay any required fees) related to your use of the Services shall not be subject to the arbitration terms in Section 11, so long as the claimant has complied with Section 10 (Informal Dispute Procedure).  Notwithstanding anything to the contrary in this Section 12.2, either party may submit to a court of law to enforce an arbitration award, and Mozaik may submit to a court of law to enforce these Terms or seek injunctive or equitable relief.
   1. Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED (AS PERMITTED IN THESE TERMS) ON AN INDIVIDUAL PERSON OR ORGANIZATION BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER  OR VISITOR (WHETHER AN INDIVIDUAL OR A BUSINESS, ORGANIZATION OR ENTITY OR ANY RELATED AFFILIATE) CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER  OR VISITOR (WHETHER AN INDIVIDUAL OR A BUSINESS, ORGANIZATION OR ENTITY OR ANY RELATED AFFILIATE).
   1. Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration in accordance with the Terms.  In the event any litigation should arise between you and Mozaik in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND MOZAIK WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
   1. Governing Law and Jurisdiction. The validity, construction and interpretation of the Terms will be governed by the laws of the State of Texas, excluding its conflict of laws provisions, and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.  In any circumstances where the arbitration terms in Section 11 (Arbitration) permit the parties to litigate in court (including either party seeking equitable relief as permitted in Section 12.1 (Equitable Relief)), the parties irrevocably agree that jurisdiction and venue shall be that of the federal and state courts located within Montgomery County, Texas, for such purpose, and you agree to accept service by delivery through first class mail.  If you bring a dispute in a manner other than in accordance with these Terms, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so. 
   1. Time Limit.  Notwithstanding any to the contrary in these Terms, except for those subject to Sections 12.2 (Claims Not Subject to Arbitration) or 12.1 (Equitable Relief), any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else such claim or cause of action will be barred forever.
   1. Attorneys’ Fees.  Unless otherwise specified in Section 11 specifically for arbitration proceedings, you agree that the unsuccessful party in any dispute arising from or relating to these Terms of Service will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, costs and expenses incurred.
   1. Notice Requirements. Except as otherwise specified in these Terms, all notices pertaining to any action related to the interpretation, disputed performance or breach of any provision of these Terms must be in writing and must be sent via email and also delivered or sent by: (a) first class mail, registered or certified, return receipt requested, postage pre-paid; or (b) express mail, or national express courier with a tracking system, to the addresses for each party specified in these Terms.  All notices required under these Terms will be deemed given on the day actually received by the party to whom the notice is addressed, except receipt of emails will be deemed given based on the date that is automatically included in the email, provided such a day is a business day; otherwise, on the next business day after the email is sent. 
   1. Entire Agreement.  These Terms constitute the entire and exclusive agreement between you and Mozaik regarding the Services and the use and access thereof. These Terms supersede and replace any and all prior oral or written understandings or agreements between you and Mozaik regarding all of our Services.  Unless expressly provided in these Terms, no remedy specified herein is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.  This Terms of Service is for the sole benefit of the parties under these Terms and such parties’ successors and permitted assigns, and nothing herein express or implied shall give or be construed to give any person or entity other than such parties any legal or equitable rights hereunder.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  We may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon our successors or assignees.
   1. No Waivers.  No delay or omission by either party to exercise any right or power it has (in whole or in part) under these Terms will be construed as a waiver of such right or power.  A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party.  All waivers must be in writing and signed by the party waiving its rights. 
   1. Severability.  If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deleted and the other provisions shall remain in full force and effect.  Upon such determination, the parties shall negotiate in good faith to substitute or modify (to the greatest extent possible) the invalid or voidable provision with a valid provision most closely approximating the economic effect and intent of the invalid provision that was originally contemplated by the parties and so that such revised provision is valid and enforceable to the maximum extent permitted by law. 
   1. Interpretation.  The section titles in these Terms are for convenience only and have no legal or contractual effect.  For purposes of these Terms: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to these Terms as a whole.
   1. Exports.  You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by Mozaik hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
3. Copyright and Other Intellectual Property Infringement Claims. We take the protection of Intellectual Property seriously.  We respect the rights of others’ content and Intellectual Property, and we expect our Users to do the same.  You agree not to copy, distribute, display or otherwise reproduce any of the Services or any information available through the Services without obtaining our prior written permission in each such instance.  We reserve the right (in our sole discretion) to terminate and/or disable the accounts of yours and any Users for materially or repeatedly infringing the intellectual property rights of our, our Suppliers and any other third parties in accordance with all applicable laws.  Claims of copyright or other intellectual property infringement can be sent to our Copyright Agent at [email protected].  

Any claims of alleged copyright or other intellectual property infringement must include:

1. Identification of the intellectual property works which are the subject of the claimed infringement.
2. Identification of the claimed infringing activity, including the location within the Mozaik Applicable Services of the infringing copy.
3. A statement with the signature of the person making the claim, which states that he/she is the owner, or authorized to act on behalf of the owner, of the infringed intellectual property, along with current contact information, which should include a mailing address, telephone number, and email address.
4. A statement of a good faith belief that the subject use is not authorized by the intellectual property owner.
5. A statement as follows: “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the intellectual property that is allegedly infringed.”

If a statement does not include all required elements, it will not be treated as actual notice under the U.S. Digital Millennium Copyright Act (17 U.S.C. §512), or other applicable U.S. intellectual property law.

Although U.S. law does not provide for a similar procedure for trademark infringement, we recommend that you send us similar information, as described above, in regards to any allegation of trademark infringement, and we will address it as soon as practicable.

In the event we receive a claim, which substantially complies with the complaint requirements detailed above, we will remove the alleged infringing material from our Services and notify you that the material has been removed. You may provide us with a counter notice if you believe the claim is in error.  If you are the subject of multiple claims, we may, in our sole discretion, terminate your account without further notice.

1. Electronic Communications.  The communications between you and Mozaik use electronic means, whether you use the Services or send us emails, or whether we post notices on the Services or communicate with you via email. For contractual purposes, you: (a) consent to receive communications from us in any electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy such legal requirement as if the communications were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
2. Contact us.

PLEASE CONTACT US AT [email protected] IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS.