This Terms and Conditions Agreement ("Agreement") is entered into by and between Mosaic Theory Inc. ("Company") and the entity or individual agreeing to these terms ("Customer"), collectively referred to as the "Parties," and each a "Party." By accessing or using the Service (as defined below), the Customer agrees to be bound by this Agreement. If the Customer does not agree to these Terms, the Customer may not use the Service.
An individual accepting this Agreement on behalf of the Customer represents and warrants that they have the full right, authority, and capacity to act on behalf of the Customer and to bind the Customer to the terms and conditions set forth herein.
1. DEFINITIONS
Affiliate means any entity that controls, is controlled by, or is under common control with a Party.
Service means the data delivery platform, APIs, software, and other related offerings provided by the Company.
Subscription means the specific plan or product(s) the Customer subscribes to through the Company’s website, granting access to the Service.
Confidential Information means information in any form, whether oral or written, of a business, financial, or technical nature that the recipient reasonably should know is confidential and which is disclosed by a Party under this Agreement.
Damage(s) means any loss, damage, or cost.
Disclosing Party means a Party who discloses Confidential Information and a Party's Affiliates who disclose Confidential Information.
Fees means the charges payable by the Customer for the Service, as specified at the time of Subscription.
Information means the information (including, but not limited to, data, text, images, and sound recordings) contained in the relevant Service in raw form and such information as it may be modified by the Customer, except to the extent that the modified information is Derived Data.
Intellectual Property Rights means database rights, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how, and trade secrets, and all rights or forms of protection of a similar nature that may subsist anywhere in the world now existing or hereafter arising.
Personally Identifiable Information means personal data (as such term is defined in Data Protection Legislation) processed as part of the Services or in connection with this Agreement.
Receiving Party means a Party, or a Party's Affiliates, who receives Confidential Information from the Disclosing Party.
Third-Party Providers means external entities that provide data, software, or other services integrated within the Company’s Service and are subject to additional terms.
Updates means any bug fixes, service packs or patches, or maintenance releases to the Services.
User means: (a) each individual employed by the Customer or contractor acting under the Customer’s direction in the ordinary course of the Customer’s business, in each case authorized or allowed by the Company to access the relevant Service; (b) in the context of Access Declarations where the Customer is expressly permitted to distribute to Subsidiaries, such employees or contractors of the Customer’s Subsidiaries; or (c) each group of individuals specifically designated as a User on an Order Form.
2. AGREEMENT STRUCTURE AND PRECEDENCE
2.1 Governing Agreement. This Agreement governs the Customer’s use of the API Services as subscribed to through the Company’s website. By completing the subscription process, the Customer agrees to the terms outlined in this Agreement, including all applicable usage restrictions, payment obligations, and compliance requirements.
2.2 Subscription-Specific Terms. If there is a conflict between the terms of this Agreement and any specific terms displayed at the time of subscription (such as pricing, usage limits, or special promotions), the terms presented at Subscription shall prevail.
2.3 Third-Party Provider Compliance. The Customer acknowledges that the API Services may integrate with or rely on third-party providers. Any restrictions, licensing terms, or limitations imposed by third-party providers shall take precedence over conflicting terms within this Agreement. The Customer is solely responsible for ensuring compliance with such third-party terms and any related obligations.
3. SUBSCRIPTION AND ACCOUNT REGISTRATION
3.1 Subscription and Account Registration. Subscription to the API Services requires account registration. By registering an account, the Customer subscribes to and agrees to pay for the selected API Services, in accordance with the pricing and payment terms set forth by the Company.
3.2 Accuracy of Registration Information. The Customer must provide accurate, complete, and up-to-date registration information. It is the Customer’s responsibility to ensure that all account details remain current and to update them as necessary.
3.3 Account and API Key Security. The Customer is solely responsible for maintaining the confidentiality and security of its account credentials, including API keys, and for all activities conducted under its account. Any unauthorized access or use of the Customer’s account shall be the sole responsibility of the Customer.
3.4 Restrictions on API Key Use. API keys are provided exclusively for the Customer’s internal use and must not be shared, sold, transferred, sublicensed, or disclosed to any third party. The Customer must take reasonable security measures to prevent unauthorized access, distribution, or use of its API keys.
3.5 Suspension or Termination of Access. The Company reserves the right to suspend or terminate any account or API key suspected of being involved in fraudulent, abusive, or unauthorized activity, including but not limited to exceeding usage limits, attempting to bypass security measures, or violating the terms of this Agreement.
3.6 Usage Limits and Subscription Tiers. The Company may impose limits on access to the API Services, including but not limited to concurrent logins, API call volumes, rate limits, or other usage controls based on the Customer’s subscription tier. Exceeding these limits may result in additional fees or restricted access.
3.7 Security Breach Notification. The Customer shall immediately notify the Company of any suspected or actual security breaches, including unauthorized access, loss, or misuse of API keys or account credentials. The Customer must take prompt action to mitigate any potential risks resulting from such breaches.
4. FEES, BILLING, AND PAYMENT TERMS
4.1 Payment of Charges. Customers will pay the applicable subscription fees (“Charges”) as specified at the time of purchase. Subscription Charges are billed in advance and will automatically renew unless canceled prior to the renewal date. Charges must be paid using an accepted online payment method. Invoices, if applicable, must be paid within 30 days of the invoice date, without set-off, counterclaim, or deduction. Recurring Charges accrue from the first day of the billing cycle following the date the relevant Service is made available until the end of the billing cycle in which termination takes effect. Customers must notify the Company of any billing disputes within 15 days of the invoice date. Any unpaid amounts may accrue a service charge of 1% per month or the highest lawful interest rate (whichever is lower) until paid in full.
4.2 Payment of Taxes. All Charges are exclusive of applicable taxes. Customers are responsible for paying any applicable taxes and duties (including VAT, withholding taxes, or other levies, except income taxes imposed on the Company). If the Customer is required to withhold or deduct any portion of the Charges, it must ensure that the Company receives the full amount as if no deduction had occurred.
4.3 Changes to Fees. The Company may adjust subscription fees annually (“Annual Adjustment”) with 90 days’ prior written notice. If the Annual Adjustment exceeds the greater of 5% or the change in the OECD Consumer Price Index (CPI), Customers may cancel the affected subscription by providing notice within 30 days of the Company’s notification. Termination will take effect on the date of the fee adjustment.
4.4. Changes to Related Charges. The Company may adjust related fees periodically, including fees for communication networks or infrastructure costs. Changes to these Charges will take effect January 1 of each year, with notice provided no later than October 1 of the preceding year. While the Company will endeavor to provide advance notice of other fee changes, it may not always be possible if third-party providers impose price changes without sufficient notice.
4.5 Excess Use. Access to the Service is subject to usage limitations as defined at the time of subscription. If a Customer exceeds the authorized usage limits (e.g., number of users, API calls, transactions, or data consumption), the Company reserves the right to charge additional fees at the prevailing rate or the rate specified at the time of subscription, whichever is higher. Any additional Charges for excess use will be either a one-time adjustment for perpetual licenses or pro-rated for the remainder of the billing cycle for subscription licenses.
5. SERVICE AVAILABILITY AND PERFORMANCE
5.1 Service Availability. The Company shall use commercially reasonable efforts to provide the API Services in accordance with industry standards. While the Company aims to maintain a high level of service availability, it does not guarantee uninterrupted or error-free operation.
5.2 Maintenance and Updates. The Company reserves the right to conduct maintenance, updates, or modifications to the API Services as necessary. This may include, but is not limited to, bug fixes, security patches, feature enhancements, and infrastructure improvements. Where feasible, the Company will provide advance notice of planned maintenance that may result in temporary service interruptions.
5.3 Customer Responsibilities. Customers are responsible for ensuring that their systems, applications, and network configurations meet the necessary technical requirements for accessing and using the API Services. The Company is not liable for service issues resulting from incompatible configurations, third-party dependencies, or customer-side connectivity issues.
5.4 Service Modifications and Discontinuation. The Company reserves the right to modify, discontinue, or replace any features or functionalities of the API Services at its sole discretion. If a material change affects core functionality or significantly impacts Customer usage, the Company will provide reasonable prior notice, where feasible, via email, dashboard notifications, or other communication methods. Continued use of the API Services after changes take effect constitutes acceptance of the modifications.
6. USAGE RESTRICTIONS AND COMPLIANCE
6.1 Usage. The Company provides access to its API Services strictly within the scope defined in these Terms. The API Services may only be used to facilitate data access, retrieval, and interoperability between the Customer’s software applications or systems and the Company’s platform. Customers may use the API Services solely for their internal business purposes or for display within their applications and in compliance with the usage limits and technical specifications set forth by the Company. Any attempt to access, use, or distribute the API in a manner not explicitly authorized by this Agreement is strictly prohibited. The Company reserves the right to impose fees for API access, including but not limited to usage-based fees, rate limits, and additional charges for exceeding predefined thresholds. Any applicable API fees will be subject to the Company's then-current pricing model.
6.2 Usage Restrictions. Customers shall not: (a) Share, resell, or sublicense the API Services to any third party; (b) Use the API Services to create or distribute a competing service; (c) Circumvent or attempt to bypass any rate limits, authentication, security measures, or access controls imposed by the Company; (d) Modify, reverse-engineer, decompile, disassemble, or attempt to derive the source code of the API Services (except as expressly permitted by applicable law for interoperability purposes, where such rights cannot be modified by agreement); (e) Use the API Services in a way that disrupts, damages, or compromises the Company’s systems, infrastructure, or other users; (f) Store, cache, or retain API responses for longer than permitted by the Company’s data retention policies unless expressly authorized; (g) Use the API Services for any unlawful, unethical, or unauthorized purpose, including but not limited to scraping, data harvesting, or automated mass collection beyond the permitted scope. Any violation of these restrictions may result in immediate suspension or termination of access to the API Services.
6.3. Trials and Testing. All trials or testing of the API Services are subject to the terms of this Agreement unless otherwise specified by the Company. The Company reserves the right to impose usage limits or time restrictions on trial access. Trial access is provided as-is without any guarantees of performance, uptime, or availability,
7. THIRD PARTY PROVIDER RESTRICTIONS
7.1 Third Party Provider Restrictions. Third-Party Providers may impose additional usage restrictions on their Information, Materials, or services and may modify them at any time. These restrictions may include prohibiting certain types of use, requiring the Client to report usage, obtain approval, or pay additional fees either through the Company or directly to the Third-Party Provider. The Company will make reasonable efforts to keep the applicable Third-Party Terms Site or Service updated with the latest policies. While the Company will attempt to provide the Client with 30 days’ notice before any changes take effect, it may not always be possible if sufficient prior notice is not received from third parties. These restrictions are binding on the Client as part of this Agreement.
7.2 Third Party Provider Instructions. Third-Party Providers may require the Company to restrict, suspend, or terminate the Client’s access to their Information, Materials, or services. If such action is taken, the Company will make reasonable efforts to notify the Client but shall not be liable for any resulting damages.
7.3 Reporting to Third Party Providers. The Company may share details of the Client’s usage and any suspected breaches of this Agreement with Third-Party Providers concerning their Information, Materials, or services.
8. INTELLECTUAL PROPERTY AND FEEDBACK
8.1 Ownership of Services. The Customer acknowledges that all Intellectual Property Rights in the API Services, including any associated materials, data, or content, are owned by the Company, its affiliates, or its third-party providers. No rights are granted to the Customer beyond those explicitly stated in this Agreement. The Customer may not remove or obscure any proprietary notices included in the API Services.
8.2 Customer Materials and Feedback. The Company acknowledges that the Customer or its licensors retain ownership of all Intellectual Property Rights in the Customer’s materials. The Company may collect and use information related to the Customer’s use of the API Services for customer support, compliance monitoring, and product recommendations. Additionally, the Company may use such information to develop, test, improve, and enhance its API Services, provided that no such use identifies the Customer or any individual. If the Customer provides feedback, suggestions, or recommendations regarding the API Services, the Customer grants the Company and its affiliates a non-exclusive, royalty-free, worldwide, irrevocable right to use, modify, and create derivative works based on such feedback for the purpose of improving and developing the API Services and related offerings.
8.3 Use of Name and Logo. The Customer grants the Company a non-exclusive, royalty-free, worldwide license to use the Customer’s name, logo, and trademarks for marketing, promotional, and sales purposes, including displaying the Customer as a user of the API Services on the Company’s website, presentations, and other marketing materials. The Customer may revoke this permission with 30 days’ prior written notice.
9. SECURITY
Customers are responsible for maintaining the confidentiality and security of their API credentials, tokens, passwords, and other authentication mechanisms (“Security Credentials”). These credentials are strictly confidential and may not be shared, transferred, or sublicensed. The Company may update or modify Security Credentials for security purposes and will provide reasonable notice where feasible. Any unauthorized access or use of Security Credentials must be reported to the Company immediately. Each party agrees to implement and maintain industry-standard security measures to prevent unauthorized access, use, modification, or disclosure of the API Services and related data. This includes scanning for and mitigating risks associated with malware, securing computing environments, and promptly notifying the other party in the event of a security breach. The Customer must take reasonable steps to remediate any security vulnerabilities that may impact the Services. The Customer is prohibited from attempting to bypass security features, using the API in a manner that could compromise the Company’s infrastructure, or granting unauthorized third parties access to the API Services without prior written consent.
10. SUPPORT
The Company provides support for the API Services through online documentation, self-help tools, and designated support channels. The Customer is responsible for providing reasonable assistance and necessary information to facilitate troubleshooting and resolution of technical issues. If applicable, the Customer must grant the Company prompt access to its systems to diagnose and resolve reported issues. Support availability may vary based on the Customer’s subscription tier, and the Company reserves the right to modify or discontinue certain support services at its discretion.
11. TERMINATION AND SUSPENSION
11.1 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
11.2 Suspension of Service. The Company reserves the right to suspend access to the API Services under the following circumstances: (a) if the Customer fails to pay any outstanding Fees when due, the Company may suspend access until payment is received; (b) if the Company determines that the Customer’s use of the API Services poses a security risk to the Company, its infrastructure, or other users, it may suspend access to mitigate the risk; or (c) if required by law, regulation, or government request, the Company may suspend access to the API Services to comply with applicable legal obligations.
11.3 Effects of Termination. Upon termination of this Agreement for any reason, the Customer shall immediately cease all use of the API Services and delete or destroy any API-related data or credentials in its possession. The Company may delete or restrict access to any stored Customer Data unless retention is required by law. If termination is not due to the Customer’s breach, the Company may issue a pro-rata refund for any pre-paid, unused Fees applicable to the remaining term of the Subscription.
11.4 Survival. Any provisions of this Agreement that, by their nature, should survive termination shall remain in effect, including but not limited to intellectual property rights, confidentiality, indemnification, and limitations of liability.
12. CONFIDENTIALITY
12.1 Non-Disclosure. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential and shall not disclose, use, or permit access except as needed to fulfill its obligations, to authorized Affiliates, consultants, or third-party contractors bound by similar confidentiality terms, or as required by law. If disclosure is legally required, the Receiving Party shall promptly notify the Disclosing Party (if permitted) and limit disclosure to the minimum necessary to comply with legal requirements.
12.2 Exceptions. The confidentiality obligations do not apply to information that becomes publicly available without breach of this Agreement, is lawfully obtained from a third party without confidentiality obligations, was already known to the Receiving Party before disclosure, is independently developed without reference to the Disclosing Party’s Confidential Information, or is approved for release in writing by the Disclosing Party.
12.3 Survival. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain confidential indefinitely or for as long as permitted under applicable law.
13. DISCLAIMERS
13.1 GENERAL DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM INACCURACIES, OMISSIONS, DELAYS, OR FAILURES (“FAULTS”), NOR DOES IT GUARANTEE THAT ANY IDENTIFIED FAULTS WILL BE CORRECTED. THE CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK FOR ITS USE OF THE SERVICES, INCLUDING RELIANCE ON ANY DATA, REPORTS, OR OUTPUTS GENERATED. THE COMPANY AND ITS THIRD-PARTY PROVIDERS ARE NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, PENALTIES, INTEREST, OR TAXES ARISING FROM RELIANCE ON THE SERVICES, INCLUDING BUT NOT LIMITED TO BUSINESS, FINANCIAL, OR REGULATORY DECISIONS MADE BASED ON THE SERVICES.
13.2 No Advice. The Company provides data and technology solutions for informational purposes only and does not offer financial, legal, tax, accounting, medical, investment, or other professional advice. The Customer acknowledges that the Company does not verify, validate, or endorse third-party information included in the Services, is not responsible for third-party opinions expressed through the Services, and that the Customer uses the Services at its own risk, assuming sole responsibility for all business, compliance, investment, and operational decisions.
14. LIMITATION OF LIABILITY
14.1 Unlimited Liability. Nothing in this Agreement limits liability for (a) fraud, willful misconduct, or gross negligence; (b) death or personal injury caused by negligence; (c) indemnification obligations; (d) infringement of Customer’s intellectual property rights; or (e) Customer’s obligation to pay all applicable Fees.
14.2 Liability Cap. The Company’s total liability under this Agreement shall not exceed the total Fees paid by the Customer for the Service in the 12 months preceding the claim.
14.3 Exclusions. Neither party shall be liable for (a) indirect, incidental, punitive, or consequential damages; (b) data loss (except for restoration from available backups); or (c) lost profits, even if foreseeable.
14.4 Force Majeure. Neither party is liable for delays or failures due to causes beyond their reasonable control, including natural disasters, cyberattacks, or government actions. If such an event continues for 30 days, either party may terminate the affected Service.
15. INDEMNITY
15.1 Company Indemnity. The Company will indemnify the Customer against claims that the Service infringes a third party’s intellectual property rights, except where the claim arises from (a) Customer’s combination of the Service with other products; (b) modifications made by anyone other than the Company; (c) use of an outdated version after notice to update; or (d) Customer’s breach of this Agreement.
15.2 Customer Indemnity. The Customer will indemnify the Company against claims, damages, or regulatory penalties arising from (a) Customer Materials infringing third-party intellectual property rights; (b) misuse of the Service; (c) the Company following Customer’s instructions; or (d) unauthorized use of the Service by third parties through the Customer.
15.3 Remedial Measures. If a third-party claim arises, the Company may (a) secure the Customer’s continued use of the Service, (b) replace or modify affected components, or (c) terminate access where necessary.
15.4 Claims Process. The indemnified party must (a) promptly notify the indemnifying party of any claim, (b) allow the indemnifying party to control the defense, and (c) cooperate in the defense. No settlements or admissions may be made without prior written consent.
16. GOVERNING LAW AND DISPUTES
This Agreement shall be governed under the laws in the State of New York, excluding its conflict of law rules.
ACCEPTANCE By clicking "Accept" or using the Service, Customer acknowledges and agrees to be bound by this Agreement.