(Last Updated June 24, 2023)

1. ACCEPTANCE OF TERMS

THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between Mosaic Path, a division of Louder Agency, LLC, a limited liability company organized under the laws of the state of Kentucky ((“we”, “us” or “Mosaic Path”) and the client, whether personally or on behalf of an entity (”you” or “Client”), with regard to access and use of Mosaic Path’s website: https://mosaicpath.co/ (the “Site”) and and the subscription or other services we provide (the “Services”).

To help make the Site a secure environment for the purchase and sale of writing services, all users are required to accept and comply with these Terms of Service. You agree that by accessing the Site and/or the writing services, you have read, understood, and agree to be bound by all of these terms and conditions. If you do not agree with all of these terms and conditions, you are expressly prohibited from using the site and/or the writing services, and you must discontinue use immediately.

At our sole discretion, we reserve the right to make changes or modifications to this Terms of Service Agreement at any time and for any reason. When any changes are made, we will update the “Last Updated” date at the top of this document, so please check back in now and then to ensure that you are still in agreement with our Terms of Service. Your continued use of the Site after the revised policy is posted will be interpreted as your awareness and acceptance of the new terms.

By creating an account or paying for services of Mosaic Path, you demonstrate your execution of this Agreement, the Privacy Policy, Services Agreement, and any other agreements on our site electronically. This demonstration of your execution of the agreement is effective the date you complete purchase or first accessed the Site according to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act).

2 PRIVACY POLICY

2.1 By using the Site and Services, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site.

3 THE SERVICES

3.1 Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will make commercially reasonable efforts to ensure the availability of the Services, considering planned downtime and unscheduled emergency maintenance. We reserve the right to modify, replace, or discontinue the Services at any time, for any reason, without prior notice to you. You are authorized to access and use the Services solely in accordance with the terms of this Agreement.

3.2 You are responsible for acquiring and maintaining all necessary telecommunications, broadband, and computer equipment and services required to access and use the Services. Additionally, you are responsible for all charges associated with such equipment and services.

3.3 We may terminate your account without prior notice or liability if, in our sole and exclusive discretion, we determine that you: (i) have violated this Agreement; (ii) are not aligned with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any manner, including the use of our services for illegal purposes.

3.4 "Licensed Content" refers to the content that we own or license, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you remain the sole and exclusive owner of all rights, title, and interest in your content project, any Licensed Content incorporated into your content project is subject to the license described in Section 4 below. You are not granted any rights other than those expressly set forth herein. By providing us with feedback, suggestions, or recommendations, you grant us a perpetual, irrevocable, worldwide, non-exclusive, transferable right and license to commercially exploit such feedback, suggestions, or recommendations in any manner.

3.5 Provided you continue to comply with this Agreement and make timely payments, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services to monitor its availability, performance, or functionality for competitive purposes. Furthermore, you may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structures, ideas, or algorithms of the Services; (b) modify, translate, or create derivative works based on the Services; (c) use the Services for any purpose other than your own internal purposes; or (d) use the Services in violation of this Agreement or any applicable laws and regulations (including privacy and intellectual property laws).

4. USE OF THE SERVICES

4.1 You may use the Services for any number of projects and scope covered by your subscription under the applicable plan and as appropriate based on the size of your account.

4.2 While we strive to minimize errors, we cannot guarantee that all delivered files and text will be 100% error-free due to the nature of content writing. Upon receiving a file, you agree to review and proofread it for any errors or omissions and notify us within seven (7) days of receipt if any changes or corrections are required. During this period, we will make efforts to rectify any mistakes that you bring to our attention. If you notify us of errors after this time period, we are not obligated, but we intend to collaborate with you to make corrections.

4.3 You retain ownership and control of all your information, data, or materials provided to us for the purpose of using the Services ("Customer Content"). By submitting Customer Content, you represent that you are the rightful owner of such Customer Content or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use the Customer Content to provide the Services.

4.4 While providing the Services, we may utilize certain pre-existing materials. We and our licensors exclusively own all rights, title, and interest in and to any pre-existing materials. However, we grant you a perpetual, limited, royalty-free, non-transferable, worldwide license to use, display, and distribute any pre-existing materials to the extent necessary for the use of the Services or deliverables. We expressly reserve all other rights in and to such pre-existing materials.

5. FEES

5.1 The use of our Services requires the payment of recurring or pay-per-project fees. Before we have any obligation to provide Services, you must fully pay the fees, along with applicable taxes, in the amounts and billing frequency specified during registration, as updated by you from time to time (prospectively, not retroactively). By registering for the Services, you authorize us to charge your chosen method of payment (e.g., credit card) for the fees and applicable taxes starting from your registration date, based on your selected billing frequency (e.g., monthly, quarterly, annually). Overdue balances may incur a monthly service fee equal to the lesser of one and a half percent (1.5%) of the total unpaid balance or the maximum amount permitted by law. We reserve the right to terminate your account in case of non-payment of amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in Section 6.

5.2 We reserve the right to change our fees upon providing a 5-day advance notice. By continuing to use the Services, you accept such changes. Temporary promotions or fee reductions may not be individually notified.

5.3 We hope that you are satisfied with our Services. However, if for any reason you are not, you may cancel your subscription at any time, which shall be your sole remedy. Upon cancellation, you will retain access to the Services and your files until the end of your current paid billing term. After the billing term has ended following cancellation, you will no longer have access to the Services and may lose access to the Site and your files.

5.4 If you cancel your subscription within 14 days of signing up, you may request a refund. We will not issue a refund after this 14-day window. Should you request a refund during this 14-day window, all materials produced by Mosaic Path will remain ownership of Mosaic Path and are prohibited from being used by the Client in any way. We may refuse a refund request at our sole discretion if we find evidence of fraud, refund abuse, or other manipulative behavior. Promotions, trial periods, upgrades, and adjustments to existing plans are non-refundable.

6. CONFIDENTIAL INFORMATION

6.1 Each party acknowledges that in order to enable Company to perform the Services properly, Client will disclose to Company or allow Company access to, and Company will disclose to Client or allow Client access to, Confidential Information. Each party further acknowledges that this information has been acquired through the expenditure of time, effort and money and that certain items of Company’s Property contain or embody Confidential Information.‌

6.2 The non-disclosure obligations under this Agreement shall not apply to Confidential Information which the receiving party can establish:‌

a) is, or becomes, readily available to the public other then through a breach of this Agreement;‌

b) is disclosed, lawfully and not In breach of any contractual or other legal obligation, to it by a third party; or‌

c) through written records, was known to it or developed by it, prior to the date of first disclosure of the Confidential Information under this Agreement.‌

6.3 Company and Client each acknowledge and agree that they shall not acquire any right, title or interest in or to the other party’s Confidential information under this Agreement.‌

6.4 During the term of this Agreement and thereafter, each party shall maintain in strict confidence all Confidential Information of the other party disclosed to it, or to which it obtains access, as a result of this Agreement. Company and Client shall not, and shall take all reasonable steps to ensure their respective employees do not, directly or indirectly, disclose, allow access to, transmit or transfer the other party’s Confidential Information to a third party without the disclosing party’s consent, or use or reproduce such Confidential information, in any manner, except as reasonably required to fulfill the purposes of this Agreement. The receiving party shall ensure that every copy it makes of the other party’s Confidential Information is clearly marked, or otherwise identified as confidential and proprietary to the other party, and is stored in a secure location while in the receiving party’s possession, control, charge or custody. Notwithstanding the foregoing, if the receiving party can establish it is required by law to disclose Confidential Information, it shall be permitted, to the extent required, to do so, provided that notice of this requirement to disclose is first delivered to the disclosing party, so that it may contest this potential disclosure.

6.5 The confidentiality obligations under this Agreement will survive for three (3) years after the termination of this Agreement.

7. PORTFOLIO RIGHTS

7.1 You hereby grant us a limited, nonexclusive, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising. Likewise, we may publicly describe our role in the Project.

8. TERM AND TERMINATION

8.1 This Agreement will expire and terminate upon the expiration or termination of your subscription to a Service.  All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement.  Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files.  If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

9. DISCLAIMER OF WARRANTIES

10.1 We represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

10. LIMITATION OF LIABILITY

10.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED ONE HUNDRED DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. INDEMNIFICATION

11.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES.  YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

12. LINKS TO THIRD-PARTY PLATFORMS

12.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

13. DISPUTES RESOLUTION AND GOVERNING LAW

13.1 This Agreement shall be governed by and interpreted in accordance with the laws of Kentucky. Any lawsuit brought in relation to this Agreement shall be brought only in the courts located in Jefferson County, Kentucky (including the federal courts therein located), and each party agrees to service of process from such courts. Should a dispute arise in relation to this Agreement (whether relative to the collection of fees due under this Agreement or otherwise), then the prevailing party shall recover from the other party the entire amount of its fees, expenses and costs in connection with such dispute, including, but not limited to, attorneys fees, depositions, travel, expert costs, and the like.

15.2 THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

15.3 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. ASSIGNMENT

14.1 Neither party may assign this Agreement or any of its rights or obligations hereunder, without the other party’s prior written consent which shall not be unreasonably withhold or delayed.

15. FORCE MAJEURE

15.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to pandemic or wide spread out break of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications,  utility services or other third party services, and  hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

16. ENTIRE AGREEMENT

16.1 These Terms of Service and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Mosaic Path. Failure of Mosaic Path to enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

16.2 Nothing in these Terms of Service, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Mosaic Path.

17. CONTACT INFORMATION

For any questions or complaints regarding the Website, please contact Mosaic Path at: [email protected].