Terms of Use

By creating an account, downloading, accessing, or using the Services, you confirm that you have read these Terms, you accept them, and you agree to be bound by them. If you do not agree, do not use the Services.

These Terms include, among other things, important provisions that limit our liability, require you to indemnify us in some circumstances, and (for US users) require you to resolve most disputes through binding individual arbitration rather than in court. Please read them carefully.

§1About the Services and Important Notices

Mosaic provides software that uses artificial intelligence to generate written transcripts and notes from audio recordings you create or upload. You can use the Services to record and summarize sessions with your health provider, or to record and organize your own self-reflection, journal entries, symptom tracking, or other personal content.

Recording laws differ across jurisdictions. In some places, you can record a conversation in which you are a participant without notifying the other person; in others, you must obtain the consent of every participant. You are responsible for knowing and complying with the law in your jurisdiction. You are also responsible for telling any health provider whose sessions you record, or whose treatment you discuss with the Services, that you are using Mosaic. See Sections 6 and 7.

§2Eligibility

You must be at least 16 years old to create an account and use the Services. By creating an account, you represent and warrant that:

• You are at least 16 years of age.
• You have the legal capacity to enter into a binding contract.
• You are not barred from using the Services under the laws of your jurisdiction.
• You are not located in, under the control of, or a national or resident of a country that is subject to a comprehensive US trade embargo, and you are not on any US government list of restricted parties.

We do not knowingly collect personal information from anyone under 16. If we discover that an account has been created by someone under 16, we will close the account and delete the associated information.

§3Your Account

To use most features of the Services, you must create an account. You agree to provide accurate, current, and complete information when you create your account, and to keep that information current.

You are responsible for safeguarding your account credentials, for any activity that occurs under your account, and for the use of the Services by anyone you allow to use your device. Notify us immediately at security@mosaicanalytics.health if you suspect any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

You may use the Services for personal, non-commercial use only. You may not share your account with anyone else, transfer your account to another person, or allow anyone to use the Services on your behalf, except as expressly permitted in these Terms.

§4Subscriptions, Fees, and Payments

The Services may be offered on a trial basis, a subscription basis, or a combination.

App store billing

All purchases and subscriptions through the App are processed by the app store from which you obtained the App — Apple, under Apple's payment terms, or Google, under Google Play's billing terms. You are responsible for reviewing and agreeing to the applicable store's terms before completing any purchase. Mosaic does not receive, store, or have access to your payment card or banking details. In this Section, "your app store account" means your Apple ID account or your Google account, as applicable.

Auto-renewal

Subscriptions automatically renew at the end of each billing cycle unless you cancel through your app store account settings before the end of the then-current cycle. Apple requires cancellation at least 24 hours before the end of the cycle. Cancellation takes effect at the end of the cycle in which it is made; you continue to have access to the subscription features until that point.

Free trials

If a free trial is offered, you may receive access to paid features at no charge for a specified period. If you do not cancel before the end of the trial period, you will be charged for the subscription at the regular rate. Trial eligibility is determined by the applicable app store.

Pricing and changes

Prices are set in the local-currency pricing tiers of the applicable app store. We may change prices on notice; changes take effect at the start of the next subscription cycle, subject to any additional notice or consent requirements imposed by the applicable app store or by law.

Refunds

All refund requests for purchases made through an app store are handled by that store in accordance with its policies. Mosaic does not process refunds for Apple App Store or Google Play transactions. For users in jurisdictions where mandatory refund or cooling-off rights apply (including under Quebec consumer protection law and certain provincial consumer protection statutes in Canada and certain US state laws), those statutory rights apply notwithstanding the foregoing.

§5Licence to Use the Services

Subject to your compliance with these Terms, Mosaic grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to download, install, and use the App on a device you own or control, and to access and use the Services for your personal, non-commercial use.

This licence does not grant you any right to:

• copy, modify, adapt, translate, or create derivative works of the Services;
• reverse engineer, decompile, or attempt to discover the source code of the Services, except to the extent that applicable law expressly permits and only to the extent so permitted;
• sell, rent, lease, sublicense, distribute, or otherwise transfer access to the Services;
• use any robot, spider, scraper, or other automated means to access the Services;
• circumvent or attempt to circumvent any security feature, access control, or technological restriction;
• remove, alter, or obscure any notice of copyright, trademark, or other proprietary right; or
• use the Services in any way that breaches these Terms or applicable law.

We may suspend or terminate this licence in accordance with Section 13.

§6Your Content

The Services allow you to upload audio recordings and generate transcripts, notes, and other content. Audio that you upload, and the transcripts, notes, edits, tags, and any other content you create or store through the Services, is your "User Content".

Ownership

You retain all ownership rights in your User Content.

Licence to Mosaic

You grant Mosaic a worldwide, royalty-free, non-exclusive licence to host, store, process, transmit, transcribe, summarize, and otherwise use your User Content solely for the purpose of providing and operating the Services for you, including by making it available to you across your devices and complying with our legal obligations. This licence ends when your User Content is deleted from the Services, except to the extent that User Content has been incorporated into anonymous, aggregated, or de-identified data sets, in which case the licence continues for that de-identified data only.

De-identified data

As described in our Privacy Policy, we may use de-identified data, from which you cannot reasonably be re-identified, to maintain, evaluate, and improve the Services. We do not permit our AI providers to use your User Content or any data derived from it to train or fine-tune their foundation models.

Backup and loss

You are responsible for maintaining your own copies of important User Content. While we use commercially reasonable efforts to preserve User Content, we do not guarantee against loss, corruption, or deletion of User Content, and you should not rely on the Services as your only record.

§7Recording Authority and Disclosure to Your Health Provider

This Section is important. Read it carefully before recording any conversation.

Your representation and warranty

Each time you upload audio to the Services, you represent and warrant to Mosaic that:

• you have the legal authority to record the audio, including any consent or notice required from any other person captured in it, under the laws of every jurisdiction in which any participant in the audio was located at the time of recording;
• you have complied with the privacy, recording-consent, and wiretapping laws of those jurisdictions, including (without limitation) all-party consent laws in jurisdictions that require them;
• where the audio is of a clinical encounter, an interaction with a health provider, or a discussion of your care or treatment by a health provider, you have informed that health provider that you are using Mosaic to record and process the audio, before the recording was made, or, where prior notice was not possible, at the first reasonable opportunity afterward and before any further use of the recording;
• you have informed any health provider whose treatment, diagnoses, medications, or other care information you discuss with or upload to the Services that you are using Mosaic for that purpose; and
• your use of the Services for the audio does not violate any contract, professional standard, or institutional policy that applies to your relationship with any person captured in the audio.

Why this matters

Many jurisdictions require the consent of every party to a conversation before it can be lawfully recorded. Recording without the required consent may be a criminal offence or a civil wrong, and may expose you to liability. Your health provider may have an institutional or professional policy that prohibits recording. Failure to inform your health provider that you are using an AI tool to record or summarize their treatment of you may also breach professional or institutional rules that affect your relationship with that provider.

Mosaic's role

Mosaic does not verify your authority to record. We rely on the warranties you give in this Section. If we receive a complaint from a person who claims to have been recorded without their consent, or from a health provider, we may suspend your access to the Services pending investigation and take any other steps required by law.

§8Permitted and Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree not to:

• use the Services for any unlawful, fraudulent, harmful, defamatory, threatening, harassing, or discriminatory purpose;
• upload or process audio you do not have the right to record or process, including audio recorded without the consent required by applicable law;
• upload content that infringes the intellectual property, privacy, publicity, or other rights of any third party;
• attempt to gain unauthorized access to any account, system, network, or data;
• interfere with, disrupt, or impose an unreasonable load on the Services or the infrastructure that supports them;
• use the Services to develop, train, or improve any product, service, or model that competes with the Services, or to benchmark the Services;
• attempt to re-identify any individual from data that has been de-identified or anonymized through the Services;
• misrepresent your identity, your authority to record, or your relationship to any person captured in audio you upload;
• use the Services in a manner that violates the laws of any applicable jurisdiction, including export, sanctions, and embargo laws, and the Apple App Store Terms of Service or, where applicable, the Google Play Terms of Service; or
• use the Services to make any decision about another person, including any clinical, employment, educational, financial, or legal decision, without an appropriate, qualified human in the loop.

We may suspend or terminate your access to the Services if we believe, on reasonable grounds, that you have breached this Section.

§9Medical and AI Disclaimers

§10Intellectual Property

All content within the Services other than User Content, including the software, design, text, graphics, logos, icons, sound, and video, is owned by Mosaic or its licensors and is protected by Canadian, US, and international intellectual property laws.

Except for the limited licence in Section 5, no right or licence is granted to you in respect of any Mosaic intellectual property. "Mosaic", the Mosaic logo, and any other Mosaic product or service name is a trademark of Mosaic. You may not use any Mosaic trademark without our prior written consent.

If you submit suggestions, feedback, ideas, or other input about the Services ("Feedback"), you grant Mosaic a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and exploit the Feedback for any purpose, without compensation or attribution to you.

§11Third-Party Services and Links

The Services may link to or interoperate with third-party services, websites, applications, or content that Mosaic does not control. Mosaic is not responsible for any third-party service, and your use of any third-party service is governed by the terms and policies of that service. We do not endorse and are not responsible for any content, products, services, or practices of any third party.

§12Privacy

Your use of the Services is also governed by our Privacy Policy, available at https://undertone.co/privacy. The Privacy Policy is incorporated into these Terms by reference. By accepting these Terms, you acknowledge that you have read and understood the Privacy Policy.

§13Term and Termination

These Terms apply from the time you first access the Services until your account is closed or these Terms are terminated.

Termination by you

You may stop using the Services and delete your account at any time through the App's account settings.

Termination by Mosaic

We may suspend or terminate your access to the Services, in whole or in part, at any time and without notice if we have reasonable grounds to believe that you have breached these Terms, that your use of the Services poses a security or legal risk to Mosaic, other users, or any third party, or that we are required to do so by applicable law. Where reasonable in the circumstances, we will provide advance notice of suspension or termination and an opportunity to cure.

Effect of termination

On termination, your right to use the Services ends immediately. Sections 6 (Your Content), 7 (Recording Authority), 9 (Medical and AI Disclaimers), 10 (Intellectual Property), 12 (Privacy), 13 (this Section), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution), 19 (Governing Law), 20 (App Store Terms), 21 (General), and any other provision that by its nature should survive termination, will survive.

Your data on termination

Our handling of your information on termination is described in our Privacy Policy.

§14Changes to the Services

We may add, modify, suspend, or discontinue any feature of the Services at any time. Where a change will materially degrade the Services, we will provide reasonable advance notice. Where a change is required by applicable law or to address a security or operational risk, we may make the change without advance notice and will notify you as soon as reasonably practicable.

§15Disclaimers

The Services are provided "as is" and "as available", with all faults and without warranty of any kind. To the fullest extent permitted by applicable law, Mosaic disclaims all representations, warranties, conditions, and guarantees, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, quality, durability, fitness for a particular purpose, title, or non-infringement, and any warranty arising from a course of dealing, usage, or trade practice.

Without limiting the foregoing, Mosaic does not warrant that:

• the Services will meet your requirements or expectations;
• the Services will be uninterrupted, timely, secure, or error-free;
• AI-generated outputs will be accurate, complete, or suitable for any purpose;
• the Services will be available in any particular jurisdiction; or
• any defect or error will be corrected.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the exclusions in this Section apply only to the extent permitted.

§16Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Mosaic, its affiliates, or any of their officers, directors, employees, agents, suppliers, or licensors be liable to you for any:

• indirect, incidental, special, exemplary, consequential, or punitive damages;
• loss of profits, revenue, business opportunity, savings, goodwill, or reputation;
• loss, corruption, or inaccuracy of data, including User Content;
• loss arising from your reliance on any AI-generated output;
• loss arising from your failure to obtain any required recording consent or to comply with applicable law; or
• loss arising from any cause beyond Mosaic's reasonable control,

even if Mosaic has been advised of the possibility of those losses.

Aggregate cap

Mosaic's total aggregate liability to you for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), strict liability, or any other theory, will not exceed the greater of (a) the total amount you paid Mosaic for the Services in the 12 months immediately preceding the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100).

Statutory rights preserved

Nothing in these Terms limits any liability that cannot be limited under applicable law, including liability for fraud, gross negligence, willful misconduct, or for death or personal injury caused by negligence. Where mandatory consumer protection laws (including Quebec's Consumer Protection Act, British Columbia's Business Practices and Consumer Protection Act, the Alberta Consumer Protection Act, and applicable US state consumer protection laws) grant you rights that cannot be waived, those rights apply notwithstanding any provision of these Terms.

§17Indemnification

You agree to indemnify, defend, and hold harmless Mosaic, its affiliates, and their officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, actions, proceedings, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your User Content;
• your use of the Services in breach of these Terms;
• your breach of any representation or warranty in these Terms, including the recording-authority warranties in Section 7;
• your violation of any law or regulation, or the rights of any third party (including any person captured in audio you upload); or
• any unauthorized use of your account that results from your failure to safeguard your credentials.

Mosaic reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence. You may not settle any claim without our prior written consent.

§18Dispute Resolution

18.1 Initial dispute resolution

Before initiating any formal proceeding, you and Mosaic agree to try to resolve any dispute informally. You will send a written notice describing the dispute to legal@mosaicanalytics.health and we will have 30 days to respond. If we cannot resolve the dispute within 60 days of your notice, either party may initiate a formal proceeding subject to this Section.

18.2 Platform dispute resolution preserved

Nothing in this Section limits your right to use the dispute resolution mechanisms provided by the App Store through which you obtained the App for claims relating to that App Store's involvement in your transaction, including claims relating to purchase processing, refunds, App download or installation, or the App Store's own services. You may pursue an Apple App Store dispute, a Google Play dispute, or a dispute under the terms of any other App Store through which you obtained the App, for these matters in parallel with, or instead of, the procedures set out in this Section.

18.3 Arbitration (US users only)

For users located in the United States, any dispute arising out of or relating to these Terms or the Services that is not resolved under Section 18.1 and that is not pursued solely through an App Store dispute resolution mechanism under Section 18.2 will be resolved by binding individual arbitration administered by JAMS in accordance with its Consumer Arbitration Minimum Standards. The arbitration will take place in the county where you reside, by telephone or videoconference if you prefer. The arbitrator's decision is final and binding.

Class action waiver. You and Mosaic each agree to bring any claim only on an individual basis, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party.

Exceptions. Either party may bring an individual claim in a small-claims court of competent jurisdiction. Either party may also seek injunctive or equitable relief in any court of competent jurisdiction for the protection of intellectual property or confidential information.

Opt-out. You may opt out of arbitration by sending a written notice to legal@mosaicanalytics.health within 30 days of first accepting these Terms. If you opt out, all disputes will be resolved in court in accordance with Section 19.

18.4 Quebec consumers

In accordance with Quebec's Consumer Protection Act, the arbitration provisions in this Section do not apply to Quebec consumers. Quebec consumers may bring any claim before the courts of Quebec.

§19Governing Law and Venue

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in it, without regard to conflict of laws principles. The courts of the Province of British Columbia have non-exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, subject to Section 18.

Notwithstanding the foregoing:

• if you are a Quebec consumer, the laws of Quebec apply to the extent they grant you mandatory rights that the laws of British Columbia would not;
• if you are a consumer in another Canadian province, the mandatory consumer protection laws of your province apply to the extent they grant you rights that the laws of British Columbia would not; and
• if you are a US user, the mandatory consumer protection laws of your state apply to the extent they grant you rights that the laws of British Columbia would not.

§20App Store Terms

The following terms apply to your use of the App when you obtained it from the Apple App Store. Where you obtained the App from Google Play, an equivalent set of terms applies with Google substituted for Apple. Where you obtained the App from any other App Store, equivalent terms apply with the operator of that App Store substituted for Apple. These terms supplement the rest of these Terms; if there is a conflict between these terms and the rest of these Terms, these terms control with respect to your use of the App on that platform.

Parties

These Terms are between you and Mosaic. They are not between you and Apple Inc. ("Apple"). Apple is not responsible for the App or its content.

Scope of licence

Your licence to use the App is limited to a non-transferable licence to use the App on an Apple-branded product that you own or control, and as permitted by the Apple Media Services Terms and Conditions and the Usage Rules that form part of them.

Maintenance and support

Mosaic is solely responsible for providing any maintenance and support services for the App. Apple has no obligation to provide any maintenance or support services in respect of the App.

Warranty

Mosaic is solely responsible for any product warranties, whether express or implied by law, in respect of the App, to the extent not effectively disclaimed. If the App fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App; to the maximum extent permitted by applicable law, Apple has no other warranty obligation in respect of the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are Mosaic's sole responsibility.

Product claims

Mosaic, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar laws.

Intellectual property

In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Mosaic, not Apple, is solely responsible for the investigation, defence, settlement, and discharge of that claim.

Legal compliance

You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo or that has been designated by the US Government as a "terrorist supporting" country, and (ii) you are not listed on any US Government list of prohibited or restricted parties.

Developer name and address

Mosaic Health Analytics Inc., 55 Water Street - Suite 408, Vancouver BC Canada V6B 1A1. Email: support@undertone.co.

Third-party terms

You must comply with any applicable third-party terms of agreement when using the App.

Apple as third-party beneficiary

You and Mosaic acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple has the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary. The same applies to Google and to the operator of any other App Store through which you obtain the App, on the same terms.

§21General

Entire agreement

These Terms, together with the Privacy Policy, the End-User Licence Agreement, and any agreement you accept when you make a purchase, constitute the entire agreement between you and Mosaic concerning the Services and supersede any prior or contemporaneous understanding.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable, while preserving its intent.

No waiver

Mosaic's failure to enforce any provision of these Terms is not a waiver of that or any other provision.

Assignment

You may not assign or transfer these Terms or any right under them. Mosaic may assign these Terms in whole or in part, including in connection with a merger, acquisition, financing, or sale of assets.

Notices

Notices from us to you may be given by email to the address associated with your account, by in-App notification, or by posting on the Website. Notices from you to us must be sent in writing to legal@mosaicanalytics.health, with a copy to PO Box 63671, North Vancouver STN Capilano, BC V7P 3P1.

Force majeure

Mosaic is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, war, civil unrest, labour disputes, government action, network or infrastructure outages, third-party service interruptions, pandemic, or denial-of-service attacks.

Survival

Sections that by their nature should survive termination of these Terms will survive, including without limitation Sections 6, 7, 9, 10, 12, 13, 15, 16, 17, 18, 19, 20, and 21.

Quebec language

Les parties ont expressément exigé que la présente entente, ainsi que tous les documents qui s'y rattachent, soient rédigés en anglais. The parties have expressly required that this agreement and all documents related to it be drafted in English.

Headings

Headings are for convenience only and do not affect the interpretation of these Terms.

§22Changes to these Terms

We may revise these Terms from time to time. When we do, we will update the "Last Updated" date at the top of these Terms, post the revised Terms in the App and on the Website, and, for material changes, notify you in the App, by email, or both before the changes take effect. If you do not agree to the revised Terms, you must stop using the Services and delete your account.

§23Contact Us

Questions about these Terms can be directed to: