Terms of Service

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1. Introduction; Definitions; Acceptance of Terms
   1. Introduction: These Terms of Service (“Terms”) are binding and incorporated into the agreement (the “Agreement”) between Mosaic Manufacturing Ltd., a Canadian corporation (hereinafter referred to as “Mosaic”, “We”, “Our”, or “Us”), and you the party using the Mosaic System (as defined below) and/or using the Services (as defined below) (hereinafter referred to as “You” or “Customer”). Your use of the System and/or the Services and the execution of the Agreement confirms your acceptance of these Terms. These Terms take effect on the date you enter into the Agreement (the “Effective Date”) or commence use of the System or Services. You represent that You are legally able to enter into contracts and that the Agreement has been validly executed.
   2. Acceptance of Terms: You may not use the Mosaic System or Services without first agreeing to these Terms. By using the System and/or the Services You agree to be legally bound by the Agreement and these Terms, and all terms, policies and guidelines incorporated by reference in these Terms. If You do not agree with these Terms, You may not use of the Mosaic System or Services. Mosaic, including its affiliates as applicable, reserves all of its rights at law and equity, including the right to terminate the Agreement if You violate the Agreement or these Terms.
   3. Update to Terms: The Terms may be changed and updated from time to time by Mosaic. Mosaic will either provide You with updated terms or post updated terms on its website https://canvas3d.io/terms-of-service. It is your responsibility to review the Agreement periodically on the website and your continued use of the System and/or Services constitutes your acceptance of the modified or additional terms.
   4. Privacy Policy: Mosaic’s Privacy Policy is located at https://canvas3d.io/privacy-policy. Mosaic’s collection, use, and disclosure of any personal information provided by You in connection with the Agreement and these Terms shall be governed by the Mosaic’s Privacy Policy, which is incorporated by reference and forms an integral part of these Terms. Customer acknowledges and agrees to the terms of the Privacy Policy.
   5. Definitions:
      • “Account” means your Mosaic account, including the login identification and password assigned to You by Mosaic that allows You to access the Services.
      • “Applicable Law” means all applicable local, national, federal, state, provincial and international laws.
      • “Canvas Platform” means the Canvas multi-material slicer, and includes any web, mobile, tablet, device applications and application interfaces, and all associated services.
      • “Content” means any data, text, software, music, sound, photographs, graphics, video, e-mail messages, 3D models, .gcode, 3D printing content or any other messages.
      • “Mosaic Content” means any Content, other than User Content, transmitted, posted, displayed, or used in connection with the Services.
      • “Equipment” means the equipment set out in the Agreement.
      • “Free Services Plan” means the basic Mosaic Services Plan, that Mosaic offers to customers for free.
      • “Paid Services Plan” means any Services Plan other than the Free Plan and includes the Advanced Services Plan and Professional Services Plan.
      • “Service(s)” means the services provided by Mosaic to Customer through the Canvas Platform, including without limitation the ability to upload slicer profiles, 3D models, and a streamlined flow for multi-material 3D printing.
      • “Services Plan” means each service or subscription plan offered by Mosaic in connection with the Services.
      • “Software” means the software provided to You by Mosaic included in the Mosaic 3-D Printing Products, including any related documentation, firmware, modifications, enhancements or updates.
      • “System” means the system provided by Mosaic to Customer, which may include as applicable the Equipment, Canvas Platform, Services, Mosaic Content, Software, and/or other products and services.
      • “Terms” means these terms of service together with any legal notices applicable to the System and/or Services, all schedules, and other supplemental documents that may supplement these Terms now or in the future.
      • “User” means Customer, and any employees or other persons to whom Customer grants access to its Account.
      • “User Content” means any Content that You send, submit, post, use or display in connection with the System and/or Services, for example Content in the Customer’s profile, design files, or videos.
2. Use, License Grant & Intellectual Property
   1. Upon your acceptance of these Terms and the payment of all (applicable) amounts due to Mosaic, Mosaic grants to You a limited, personal, non-exclusive, non-assignable, non-transferable license to use the System and/or Services for your own personal use and not for resale or further distribution.
   2. Any software, firmware, or proprietary technology provided with the System and/or Services remains the exclusive property of Mosaic and constitutes Mosaic Intellectual Property (“Mosaic IP”).  Your right to use the Mosaic IP is limited by all terms and conditions set forth in these Terms. You agree that You may not use the Mosaic IP for any purpose other than as expressly permitted by this Agreement. Except for this license granted to you, Mosaic and its licensors retain all right, title and interest in and to the Mosaic IP, including all related intellectual property rights. The Mosaic IP is protected by applicable intellectual property laws, including Canadian copyright law and international treaties. All rights not expressly granted are reserved by Mosaic.  You shall not (i) make any modifications, or improvements to, or derivative works of the Mosaic IP; (ii) reverse engineer, decompile or otherwise attempt to derive the source code, underlying ideas, algorithms, structure of organization of the Mosaic IP; (iii) resell, sell, export, transfer, distribute, market, and/or sublicense the Mosaic IP; or (iv) otherwise use the Mosaic IP except as authorized pursuant to these Terms.
   3. You are liable for any and all use of the System and/or Services, and You remain solely responsible for all use of System and/or Services utilized through your account, for determining who is authorized to use the System and/or Services, and for promptly notifying Mosaic of any unauthorized use. You agree to indemnify and hold harmless Mosaic against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal counsel fees, as applicable) associated with such use.
3. Acceptable Use & User Content
   1. 1. User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies You or any third party. You will retain copyright and any other rights You already hold in User Content. By sending, submitting, posting or displaying any User Content when using the System and/or Services, You hereby grant to Mosaic the limited right to use, reproduce, adapt and publish your User Content solely for the purposes of including your User Content on the Canvas Platform and for the purpose of enabling Mosaic to provide the Services to You.
      2. Representations. You hereby represent and warrant that You have all the rights, power and authority necessary to grant the above license, including obtaining consent to use personal information from identifiable individuals, and the right to publish and display your User Content and that your User Content does not violate your acceptable use obligations generally set out herein and more particularly defined in subsection D below.
      3. Mosaic Endorsement. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Mosaic. Because You alone are responsible for your User Content, You may expose yourself to liability if, for example, your User Content violates your obligations regarding acceptable use. Mosaic is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if You desire.
      4. Acceptable Use

1. 1. 1. You may not (i) sublease, lend, or otherwise permit third parties to use the System and/or Services without Mosaic’s prior written consent; (ii) use the System and/or Services for any illegal, abusive, or fraudulent activity; (iii) use the System and/or Services in hazardous environments or manners or for purposes for which it was not designed;  (iv) attempt to reverse engineer, modify, tamper with the System or any proprietary technology included therewith; or (v) use the System and/or Services for any purpose which may harm the integrity of Mosaic or its network.   Mosaic may immediately terminate the Agreement and cease to permit You to use the System and/or Services without notice or liability should You breach any of the foregoing.
      2. You agree not to use the System to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
      3. You agree not to:

(i) upload, transmit, or distribute to or through the System any computer viruses, worms, or any software intended to damage or alter a computer system or data;

(ii) send through the System unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes;

(iii) misuse the System or our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that We provide;

(iv) circumvent or attempt to circumvent any limitations that Mosaic imposes on your Account;

(v) probe, scan, or test the vulnerability of any the System or any related network;

(vi) use any manual or automated system or software to extract or scrape data from the System or other interfaces through which We make our Services available;

(vi) deny others access to, or reverse engineer, the System or Services, or attempt to do so;

(vii) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;

(viii) engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users;

(ix) use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity;

(x) use software or automated agents or scripts to produce multiple accounts on the System, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the System (provided, however, that We conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the System for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file) or

(xi) register accounts by “bots” or other automated methods.

b. Enforcement. Mosaic may monitor the use of Services for violations of these Terms. Mosaic may suspend or delete your Account if We suspect a violation of these Terms, or if Mosaic thinks it necessary in order to protect its Services, or Mosaic, its affiliates, directors, officers, agents, and employees from harm. Mosaic has the right (but not the obligation) to review any User Content, and to investigate and/or take appropriate action against You in our sole discretion if You violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for Us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

4. Your Account

1. 1. In order to use the Service, You are required to register with an Account with Mosaic. In consideration of your use of the Services and the System, You agree: (a) that You have capacity to agree to these Terms on your own behalf or on behalf of a any other person who will be receiving our Services; and (b) You agree to provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when registering for the Services, as well as any additional information provided or any amendments made by You. You agree to maintain and promptly update such information to keep it true, accurate, current, and complete. Subject to such registration, You will receive access to your Canvas Account. You are not permitted to allow persons under the age of thirteen to use the System or the Services or submit User Content to the Canvas Platform.
   2. Mosaic recommends that You choose a password to your Account that is hard to guess, and You keep it secure. It is your responsibility to ensure that You do not respond to any unsolicited requests for credit card information, password or other data. You are fully responsible for all, including any fraudulent, use of the System or Service, which is by or can be connected to your Account. Mosaic has the right to change your password and Account name at any time in its sole discretion and without notice.
   3. Mosaic reserves the right to take any action it deems necessary or reasonable to ensure the security of the Service and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Mosaic may rely on the authority of anyone accessing your account or using your password and under no circumstances will Mosaic be held liable to You for any liabilities or damages resulting from or arising out of (1) any action or inaction of Mosaic; (2) any compromise of the confidentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains confidential. However, Mosaic cannot guarantee that our Service is impenetrable to all security breaches, and therefore Mosaic makes no warranty, guarantee, or representation that our Service will be completely protected from viruses, security threats or other vulnerabilities.

5. Payments and Billing

Your use of the System and/or Service may require You to obtain a Service Plan.  If so, the following terms and conditions shall apply.

1. 1. Paid Service Plans are billed on a subscription basis (“Subscriptions”). You will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan You select when purchasing a Subscription. The price and billing cycle of our Subscriptions is listed on our website (https://www.mosaicmfg.com/products/canvas). You agree to pay Mosaic for the fees in accordance with the pricing and payment terms presented to You for that Services Plan (the “Fees”). Subscription prices are liable to change at any time, but changes will not affect pre-existing subscriptions. Such fees are in addition to and not lieu of any other fees or amounts owed to Mosaic.
   2. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting Us at https://www.mosaicmfg.com/pages/contact-us. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
   3. Activation of a Paid Services Plan is conditional on acceptance of your initial credit card (Visa or MasterCard) and any reasonable Account verification methods that Mosaic may require. You acknowledge that Mosaic collects all charges pursuant to Mosaic’s preauthorized payment service utilizing Stripe (https://stripe.com/ca) or Shopify Inc.’s (https://www.shopify.com) online e-commerce platform that allows Us to sell our products and services to You (each a “Payment Processor”). You agree to provide complete and accurate payment information and further agree that the processing of payment transactions is subject to the terms, conditions, and policies, including privacy policies, of the Payment Processor and your credit card issuer.
   4. Mosaic may change the Fees charged for the Paid Service Plan at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Mosaic will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
   5. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You are responsible for all taxes applicable to the fees and charges in connection with the Fees.
   6. In the event Mosaic is unable to debit your credit card, or otherwise is not paid in respect of the Fees, in addition to any other remedies available to Mosaic, Mosaic reserves the right to charge an administrative fee and late charges at a monthly compounded rate of 1.5% (19.56% per annum). Mosaic will review any disputed charge, provided You continue to pay the undisputed portion and subsequent invoices.
   7. Mosaic may add new services for additional fees and charges, or amend Fees and charges for existing service, at any time in its sole discretion, but will provide you with at least thirty (30) days’ notice prior to any new fees or charges coming into effect.

Note that these fees and charges are in addition to the fees related to the Equipment set out in the Agreement.  Amounts and payment terms related to the Equipment are as set out in the Agreement.

6. Important Disclaimers and Release

1. 1. To the maximum extent permitted by Applicable Law and except as otherwise provided herein, the System, Services, and Mosaic IP are provided “as is” and “as available” without any warranty of any kind, either express or implied. except as otherwise provided herein. Mosaic and its subsidiaries, affiliates and third-party service providers disclaim all warranties, express, implied, or statutory, to You as to any matter whatsoever, including as to merchantability, fitness for a particular purpose, availability or reliability, and non-infringement of third-party rights, howsoever arising, in each case to the maximum extent permitted by Applicable Law.
   2. 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.
   3. You hereby release and forever discharge Mosaic (and its officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Mosaic IP,  System and/or Services.

7. Termination of Services

1. 1. Mosaic may suspend or terminate Services, without any liability to You whatsoever, if You: fail to pay Your Account that is past due; harass, threaten or otherwise act unreasonably towards Mosaic, its employees or agents; are in breach of these Terms (including if You are in contravention of section 3 of these Terms (Acceptable Use)); use the Services so as to prevent fair and proportionate use by others; use the Service contrary to law, public policy or decency standards or reasonable usage policies instituted from time to time by Mosaic; charge or allow others to charge any other person for the use of the Services without Mosaic’s prior written agreement; alter or otherwise interfere with Mosaic’s facilities, equipment, network or connections or use the Services in a prohibited, unlawful, or improper manner, including but not limited to, permitting fraudulent use.
   2. Prior to suspension or termination, Mosaic will make reasonable efforts to provide You with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in Mosaic’s reasonable discretion, during which You will have the opportunity to rectify the reason for proposed suspension or termination.
   3. Notwithstanding anything contained herein to the contrary, Mosaic will not provide notice of a proposed suspension or termination:
      1. where immediate action must be taken to protect Mosaic’s facilities, equipment, the Canvas Platform, Mosaic’s network or connections, to protect the safety or security of others (including protection against abusive behaviour), to stop the commission of any offence (including fraud), or to ensure compliance with any law, court order or other legal requirement;
      2. your breach of any material terms (including license restrictions) of these Terms; or
      3. where Mosaic has made reasonable efforts to provide You with advance notice in accordance with the second paragraph above but was unable to do so.
   4. A suspension or termination will not affect your obligation to pay any amounts owed to Mosaic either during or after the suspension or termination, including the full month’s charges for the month where your Service is suspended or terminated.

8. Termination by You

Mosaic permits You to terminate Your Service at any time by contacting Mosaic via e-mail at support@mosaicmfg.com. Termination is effective thirty days from the date You provide Mosaic notice and You will be charged all applicable charges up to and including the effective date of cancellation. For annual Subscriptions, any Fees already paid will not be refunded.

9. Effect of Termination

Upon termination of this Agreement for whatever reason, all licenses and rights granted to You by Mosaic will terminate immediately and Mosaic will be entitled to immediate payment for all Fees incurred up to the date of termination. You shall not thereafter install or use the Mosaic Intellectual Property, and You must delete or destroy all copies of the Mosaic Intellectual Property in your possession. In the event of a termination of this Agreement for any reason by either party, You shall have no right to claim a refund for any sums paid to Mosaic. From and after the termination of this Agreement for any reason by either party, You shall not use the Mosaic Intellectual Property for any purpose whatsoever.

10. Feedback

If you provide Mosaic any feedback or suggestions regarding the System or Services (“Feedback”), You hereby assign and agree to assign upon our request to Mosaic all rights in the Feedback and agree that Mosaic shall have the right to use such Feedback and related information in any manner it deems appropriate. Mosaic will treat any Feedback you provide to Mosaic as non-confidential and non-proprietary. You agree that You will not submit to Mosaic any information or ideas that You consider to be confidential or proprietary.

11. Indemnification

You agree to indemnify and hold harmless Mosaic, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Mosaic, which result from or relate to your use of the System, Services, and/or Mosaic IP and any violation of these Terms, including, but not limited to, any violation of any third party rights with respect to your User Content. You will give Mosaic prompt notice of any such demand, claim or proceeding that You are aware of.

12. Links to Third-Party Platforms

1. 1. The Canvas Platform may contain a number of links to third-party websites. Mosaic does not control these linked sites, which You may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. Mosaic makes no representation, warranty or endorsement whatsoever about any other website which You may access through this Canvas Platform.
   2. Mosaic does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Canvas Platform or any hyperlinked website or service, and Mosaic will not be a party to or in any way monitor any transaction between You and third-party providers of products or service.

13. Limitation of Liability

1. 1. To the maximum extent permitted by applicable law, in no event shall Mosaic, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the System and/or Service. Under no circumstances will Mosaic be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.
   2. To the maximum extent permitted by applicable law, Mosaic assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the Services; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the System and/or Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our System and/or Services by any third party; and/or (vi) any errors or omissions in any User Content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service. In no event shall Mosaic, its affiliates, agents, directors, employees, suppliers, or licensors be liable to You for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount You paid to Mosaic for use of the Services during the two months prior to the date of any claim.
   3. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Mosaic has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

14. Confidentiality

You shall safeguard, protect, respect, and maintain as confidential all non-public information related to the System, including without limitation information related to the Canvas Platform and Services, the underlying computer code to which You may obtain or receive access, the functional or technical design, logic, or other internal routines or workings of the Canvas Platform.

15. No Duty to Correct Errors

You acknowledge and agree that Mosaic has no obligation to correct any defects or errors in the Mosaic IP, regardless of whether You inform Mosaic of such defects or errors or Mosaic otherwise is, or becomes aware of, such defects or errors. To the extent Mosaic provides You with any updates or upgrades to the Mosaic IP such updates and upgrades shall be deemed to constitute part of the Mosaic IP and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Mosaic IP.

16. Trademarks

The trademarks and logos displayed on the System are the property of Mosaic or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Mosaic or the third party.

17. Security

Mosaic implements reasonable administrative, technical, and physical safeguards to protect any personal or business data collected through the equipment. The System uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, usernames and passwords. Although Mosaic takes reasonable steps concerning security of the System, no website is completely secure from unauthorized access.  In the event of a data breach affecting such data, Mosaic will notify Customer as required by applicable law.

18. Jurisdiction and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario. Each party waives any right to a jury trial in any proceeding arising out of or relating to this Agreement.

19. Before initiating legal action, the parties agree to attempt to resolve disputes through good faith negotiations. If resolution cannot be reached within 30 days, the parties shall participate in non-binding mediation in Toronto, Ontario. This clause does not limit the right to seek injunctive relief where appropriate.

20. Assignment

You will not assign this Agreement or sublicense any of your rights under this Agreement without the prior written consent of Mosaic. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assignees.  Mosaic may assign the Agreement or any of its rights and obligations hereunder without your consent.

21. General

No agency, partnership, joint venture, or employment is created as a result of these Terms and You do not have any authority to bind Mosaic in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. The Agreement and these Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and these Terms will be construed as if such invalid, illegal or enforceable provision had never been contained herein.

22. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of G-d, natural disasters, war, terrorism, government action, or labour disputes.

23. Notices & Contact

All notices required or permitted under the Agreement and these Terms shall be in writing and delivered by hand, courier, registered mail, or email to the addresses provided by one party to the other. Notices shall be deemed received upon delivery, or if sent by email, upon confirmation of transmission. General queries can be directed to Mosaic via email at support@mosaicmfg.com, or 111 Peter Street, Unit 403, Toronto, Ontario, M5V 2H1, Canada.

Note that if you are leasing Equipment from Mosaic under a separate Agreement, additional or different terms may apply. In the event of a conflict, the Equipment Lease Agreement shall prevail over these Terms.