Mozaic Earth Platform Terms of Use:

Latest revision: April 15th, 2024

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These Terms of Use (“Terms”) apply to The Client access to and use of the mobile application, dashboards, features, APIs, andfunctionality (collectively, the “Mozaic Earth Services”) provided by MozaicEarth Ltd (“Mozaic Earth” or “we”). By creating an account or otherwise using the Mozaic Earth Services, you agree to these Terms. If you do not agree to these Terms, do not use the Mozaic Earth Services.

If you have any questions about these Terms or the Mozaic Earth Services, please contact us at info@mozaic.earth.

1.      Eligibility

·       You must be at least 18 years of age to use the Mozaic Earth Services. Persons under the age of 18 are not permitted to use or register for the Mozaic Earth Services.

·       If you use the Mozaic Earth Services on behalf of an entity, (i) all references to “you” throughout the remainder of these Terms will include that entity, (ii) you represent that you are authorized toaccept these Terms on that entity’s behalf, and (iii) in the event you or theentity violates these Terms, the entity agrees to be responsible to us.

·       You may not use the Mozaic Earth Services if you have previously been suspended or removed from the Mozaic Earth Services. Certain Mozaic Earth Services may not be available in all jurisdictions, and we reserve the right to impose additional eligibility requirements, which will be provided in advance of your acceptance of such requirements.

2.      User Accounts and Account Security

·       You will need to register for an account to access the Mozaic Earth Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You may not permit others to access your account. You also must maintain the security of your account and promptly notify us at info@mozaic.earth if you discover or suspect that someone other than you has accessed your account without your permission. You are responsible for any activities on your account unless unauthorized access is obtained solely because of a failure of our security measures. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legalclaim, including trademark rights, in those usernames.

3.      Intellectual Property Rights

·       Mozaic Earth is the owner or the licensee of all intellectual property rights in our Mozaic Earth Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Mozaic Earth Services (collectively, the ‘Content’), as well as the trademarks, service marks, and logos contained therein (the ‘Marks’).

4.      Licenses

·       The Mozaic Earth Services, and all data and content included therein, including User Input as defined below, (collectively, “Content”) are owned by Mozaic Earth or our licensors and are protected under relevant intellectual property laws. Except as explicitly stated in these Terms, all rights in and to the Mozaic Earth Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Mozaic Earth Services (excluding User Input, which is subject to Section 3(b) below), including to install our mobile apps on a device you own or control.

·       Your use of any User Input provided by other users is subject to the Creative Commons Share Alike (CC BY-SA) license, unless we indicate otherwise. For instance, we may provide access to certain User Input (alone or in combination with other data sets) under a separate set of license terms (such as the Creative Commons Attribution Non Commercial Share Alike (CCBY-NC-SA license). You agree to comply with the license terms that apply to any of the data sets we make available via the Mozaic Earth Services, including User Input provided by other users. Those license terms will apply to the extent of any conflict between those license terms and these Terms.

·       Any use of the Mozaic Earth Services other than as specifically authorized herein without our prior written permission, is strictly prohibited.

5.      Content

·       You may provide input to the Mozaic Earth Services (“User Input”) and receive output from the Mozaic Earth Services based on the Input (“Output”). We call User Input and Output together “Content.” As between you and Mozaic Earth, and to the extent permitted by applicable law, you (a) retain all ownership rights in User Input and (b) we own all Output. Output is licenced to you as part of the Mozaic Earth Services under these Terms, and you are entitled to retain Output on a royalty-free licence basis during and beyond the Term.

·       Some of the Mozaic Earth Services allow you and other users to upload and contribute content, including images, audio and videos, location and route information, edits, and other materials (collectively, “User Input“). Except for the license you grant below, you retain all rights in and to your User Input, as between you and Mozaic Earth.

·       By agreeing to use the Mozaic Earth Services under these Terms of Use you agree to provide Mozaic Earth a non-exclusive, royalty-free licence to use, reproduce, publish, create derivative works from, distribute, and modify your User Input solely for the purposes of providing the Mozaic Earth Services to you. We may use the User Input for other purposes not subject to known legal restrictions, such as training machine learning and artificial intelligence models. We may publish anonymous summary statistics of the Mozaic Earth Services usage, for example, number or projects, users, records etc. We will not publish identifiable User Input without your permission. No individuals will be identified unless we have obtained their permission.

6.      Prohibited Activities

·       You may not access or use the Mozaic Earth Services for any purpose other than that for which we make the Mozaic Earth Services available. The Mozaic Earth Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

·       You represent and warrant that your User Input,and our use of such User Input as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. You agree that you are solely responsible for your conduct while using the Mozaic Earth Services. You will not:

o  Use any Mozaic Earth Services to violate any applicable law, contract, intellectual property right or other third party right or to commit a tort.

o  Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

o  Use or attempt to use another user’s account;

o  Impersonate or post on behalf or any person orentity or otherwise misrepresent your affiliation with a person or entity;

o  Sell or resell the Mozaic Earth Services (unless permitted under a separate writing between you and Mozaic Earth);

o  Copy, reproduce, distribute, publicly perform or publicly display all or portions of the Mozaic Earth Services, except as expressly permitted by us or our licensors;

o  Modify the Mozaic Earth Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Mozaic Earth Services;

o  Attempt to probe, scan, or test the vulnerability of the Mozaic Earth Services;

o  Use the Mozaic Earth Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Mozaic Earth Services or that could damage, disable, overburden or impair the functioning of the Mozaic Earth Services in any manner;

o  Reverse engineer any aspect of the Mozaic Earth Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Mozaic Earth Services (except to the extent these prohibitions may conflict with applicable law);

o  Use any data mining, robots or similar data gathering or extraction methods not approved by Mozaic Earth designed to scrape or extract data from the Mozaic Earth Services;

o  Develop or use any applications that interact with the Mozaic Earth Services;

o  Access or search or attempt to access or search the Mozaic Earth Services by any means (automated or otherwise) other than in a manner consistent with these Terms and through the currently available, published interfaces that we provide (unless otherwise expressly authorized ina separate writing);

o  Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

o  Use the Mozaic Earth Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity thatviolates these Terms.

·       We can remove, block, or restrict Content thatis in breach of these provisions. In addition, if you breach these provisions, we may restrict your use of the Mozaic Earth Services in whole or in part. We may use various procedures, measures and tools to moderate content on the Mozaic Earth Services on the basis of these Terms, including the use of both technology and human review teams to detect, review and take action on content that is illegal or violates these Terms. If were move, block, or restrict Content for violations of these Terms, or restrictyour use of the Mozaic Earth Services in whole or in part, we will attempt to notify you of this and the reason(s) why, unless notice is not required or prohibited by applicable law.

·       Failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Mozaic Earth Services will not contain any content that is prohibited by such rules.

7.      Feedback

·       You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Mozaic Earth or the Mozaic Earth Services (collectively, “Feedback”). You understand that we and our affiliates may use such Feedback for any purpose, commercial orotherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in our sole discretion. You understandthat Mozaic Earth may treat Feedback as nonconfidential.

8.      Warranty

·       Mozaic Earth provides the Mozaic Earth Services using reasonable skill and care. If we do not meet the quality level describedin this warranty, you agree to inform us and we will work with you to try to resolve the issue.

9.      Disclaimers

·       Other than as set out in Section 8 and as provided under applicable laws, Mozaic Earth does not make any commitments about the Content, the specific functions of the Mozaic Earth Services or their reliability, availability or ability to meet your needs. In addition, unless required by law, we don’t provide implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.   Limitation of Liability

·       Subject to Section 10(c), neither Mozaic Earth nor the other Mozaic Earth Parties will be responsible (under these Terms or for our negligence) for losses that were caused by your breach of these Terms or which were beyond our control and which we could avoid through appropriate actions. If we fail to comply with these Terms, we or the other Mozaic Earth Parties will only be responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. However, we and the other Mozaic Earth Parties are not responsible for any loss or damage that is not foreseeable, and, if the Mozaic Earth Services are not performed with reasonable care and skill, you agree to give us a reasonable opportunity to re-perform them for you before filing aclaim. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both Mozaic Earth and you knew it might happen.

·       If you use the Mozaic Earth Services for any commercial purpose: (i) we and the other Mozaic Earth Parties will have no liabilityto you for any loss of profit, loss of business, business interruption, or loss of business opportunity; (ii) the total liability of Mozaic Earth and the other Mozaic Earth Parties for any claim arising out of or relating to these Terms or the Mozaic Earth Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use the Mozaic Earth Services during the 12 months preceding the claim; and (iii) if the Mozaic Earth Services are not performed with reasonable care and skill, you agree to give usthe opportunity to re-perform them and that this re-performance will be yoursole and exclusive remedy for that failure.

·       The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud (including fraudulent misrepresentation) or intentional misconduct of Mozaic Earth or the other Mozaic Earth Parties or for personal injury, death orproperty damage caused by the Mozaic Earth Services, or for any other matters in which liability cannot be excluded or limited under applicable law.

11.   Disputes,Governing Law and Venue

·       Any dispute arising from these Terms and your use of the Mozaic Earth Services will be governed by and construed and enforced in accordance with the laws of England and Wales. However, you will benefit from any mandatory provisions of the law of your local jurisdiction, and nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law. You or we may bring a legal action relating to these Terms or our relationship in the courts of England and Wales or in thecourts located in your country of residence. The European Commission provides for an online dispute resolution platform. You are free to accept or reject the use of mediation and, incase of mediation, each party is free to accept or reject the solution proposed by the mediator.

12.   Additional Terms and Amendments

·       We may supply different or additional terms inrelation to some of the Mozaic Earth Services (such as specific research data sets). If there is a conflict between these Terms andthe additional terms, the additional terms will control for that conflict.Those additional terms will form part of these Terms only if they incorporate these Terms by reference. If not, they will be a separate, independent agreement.

·       We may make changes to these Terms (including any incorporated additional terms) from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through the Mozaic Earth Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Mozaic Earth Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Mozaic Earth Services.

13.   Severability

·       If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

14.   Miscellaneous

·       Nothing in these Terms will limit any of our obligations or your rights under applicable data protection or other laws that cannot be limited by contract. In particular, these Terms do not deprive consumers of the level of protection granted according to Article 6 EURegulation 593/2008 (so-called “Rome I Regulation”) and EU Regulation1215/2012.

·       The failure of Mozaic Earth to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

·       These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties.

·       The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”

·       Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between youand Mozaic Earth.

15.   Additional Terms for Apple and Android Devices

The following terms apply if you use our mobile apps (an“App”) obtained from either the Apple Store or Google Play (each an ‘AppDistributor’) to access the Mozaic Earth Services:

·       The license granted to you for our App is limited to a non-transferable license to use the application on a device that utilises the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of services;

·       We are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application licence contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App

·       In the even of any failure of the App to conformto any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance to it terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App;

·       You represent and warrant that:

o  You are not located in a country that is subjectto US government embargo, or that has been designated by the US government as a ‘terrorist supporting’ country and

o  You are not listed on any US government list ofprohibited or restricted parties;

·       You must comply with applicable third-party terms of agreement when using the App; e.g. if you have a VoIP application then you must not be in violation of their wireless data service agreement when using the App; and

You acknowledge and agree that the App Distributor are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof

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