1.1. Overview
Mosea is a website and application (collectively, the “App”) of Mosea Technologies Limited (“we,” “our,” or “us”) and a platform that allows you to conveniently share the costs of events (see Section 3) among your friends, guests, attendees, or others.
To access, use, or engage with our App or any of its services in any way (“Use,” “Uses,” or “Using”), you must accept and comply with these Terms and Conditions of Use (“Terms”). Please carefully read these Terms in their entirety before proceeding to Use our App or any of its services.
These Terms apply to everyone who Uses our App or any of its services in any way, including, without limitation, everyone who creates an account, creates an Event (as defined below), contributes to an Event, or in any other way interacts with the App or any of its services (“User,” “you,” or “your”).
The App is intended for and directed to residents of Ontario over the age of 18 years. By Using our App or any of its services, you agree to be bound by these Terms with respect to your Use.
1.2. Services
YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE AN INTERNET-BASED TRANSACTION MANAGEMENT SERVICE AND THAT WE DO NOT PROVIDE EVENT FUNDING OR LOGISTICS SERVICES OR FUNCTION AS AN EVENT FUNDER, ORGANIZER, PROMOTER, GUARANTOR, OR AS ANY OTHER FUNCTION NOT EXPLICITLY DESCRIBED IN THESE TERMS.
ALL SUCH EVENT FUNDING, ORGANIZING, PROMOTING, OR SIMILAR SERVICES NOT EXPLICITLY PROVIDED BY US UNDER THESE TERMS ARE PROVIDED BY INDEPENDENT THIRD PARTIES WHO ARE NOT EMPLOYED BY US OR ANY OF OUR AFFILIATES.
TRANSACTIONS ENTERED INTO BETWEEN USERS (INCLUDING YOU) OF THE APP, INCLUDING THE APP’S TRANSACTION MANAGEMENT SERVICE, CONSTITUTE INDEPENDENT AGREEMENTS BETWEEN THOSE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CONDITION ARE WE TO BE DEEMED OR CONSIDERED TO BE A PARTY TO ANY SUCH AGREEMENT OR LIABLE FOR ANY BREACH OF ANY SUCH AGREEMENT.
The App and its transaction management services allow you:
1.3. License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:
(i) access and use the App on your personal device solely in accordance with these Terms; and
(ii) access and use any content, information and related materials that may be made available through the App or any of its services, in each case solely for your personal use.
Any rights not expressly granted herein are reserved by us and our licensors.
1.4. Amendment of Terms
We strive to make our App and its services the best they can be, and we try to respond to your feedback and requests for new features. When we do make changes to our App or any of its services, we will also sometimes make changes to these Terms, and accordingly, we reserve the right, in our sole discretion, to amend these Terms for any reason, at any time.
We will publish any amendments we make to these Terms on our App and the amended Terms will be effective from the date they are published.
If the amendments made to the Terms are significant, we will make best efforts to notify you through an appropriate notification channel, which could include, for example, a notification through the App or notification via email, depending on the nature of your relationship with and Use of the App or any of its services.
Your acceptance of any amendments to the Terms will be affirmed through your continued Use of the App or any of its services, regardless of whether or not we have notified you of said amendments.
If you do not agree with any part of the Terms or any amendments to the Terms, you may discontinue your Use of the App or any of its services at any time.
2.1. Eligibility
You are eligible to Use our App or any of its services only if:
The party agreeing to these Terms on behalf of any User represents and warrants that they are authorized to do so and to bind the User and are a natural person of at least 18 years of age.
In order to host an Event or make Contributions (defined below) on the App and its services, all Users must create an account in accordance with these Terms and agree to these Terms in their entirety.
We reserve the right to restrict, suspend, or terminate your Use of our App at any time and for any reason.
2.2. Creating an Account
To host or contribute to an Event (see Section 3), you are required to create an account (“User Account”). Your Facebook account can be used to create an account on the App and to login to that account. If you do not have a Facebook account, you will need to select a username and a password (“User Login”).
You agree to provide true, accurate, current, and complete information about yourself (“User Information”) as prompted by the App registration form, and maintain and promptly update this data to keep it true, accurate, current, and complete at all times.
To create a User Account, you will be required to provide at least the following information:
You acknowledge that the App and its services are only intended for and directed to residents of Ontario and that your location information is important in enabling us to confirm that you meet our residency requirements. You acknowledge and agree that you will provide true and accurate location information as requested by the App and its services and that we may deny your account or any activity you attempt to undertake on the App or any of its services if you do not meet our residency requirements.
To host an Event, you will be required to provide the relevant bank account information for depositing the Event Funds. To contribute to an Event, you will be required to provide your credit card information. Once you provide your bank account information or credit card information for the first time, we will store such information for your convenience unless you select otherwise on the App.
You understand and agree that you are solely responsible for maintaining the confidentiality of your User Account including your password and are fully responsible for all activities that occur under your User Account.
You agree to:
You acknowledge and agree that we will not be liable for any loss, damage, or any other liability that results or arises from your maintenance of your User Login and/or unauthorized access to your User Account.
Should there be any dispute as to ownership of a User Account, you further agree that we will be the sole arbiter of such a dispute and shall resolve it in our sole discretion and our decision will be final and binding on all parties involved.
2.3. User Content
Our App allows you to upload, post, or otherwise transmit content, including Events (“User Content”), and is operated and managed by the moderator(s) (the “Moderator(s)”) designated by us.
The following moderation guidelines (“Guidelines”) shall be used by the Moderator(s) to determine if any User Content is in violation of these Terms.
If the Moderator(s) determine, in their sole and absolute discretion, that any User Content is deemed to be Inappropriate Content (as defined below), then the Moderator(s) have the right to:
You understand that all User Content, whether publicly posted or privately transmitted when sending, submitting, posting, or displaying material through the App, is the sole responsibility of the person from whom it originated.
This means that you, and not us, are entirely responsible for:
We do not control the User Content posted through the App or any of its services, notwithstanding the rights and activities of the Moderator(s), and, as such, we do not guarantee the accuracy, integrity or quality of any User Content.
You therefore agree that you will not hold us responsible or liable for any inaccuracies, errors, or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any User Content posted, e-mailed, transmitted or otherwise made available through the App.
You acknowledge that we do not pre-screen User Content, but that we have the right (but not the obligation) to refuse or remove any User Content, including Events, that is available through the App or any of its services that violates these Terms or is otherwise objectionable in our sole and absolute discretion.
You acknowledge and expressly consent to us accessing, preserving, and disclosing your User Information, User Account, and/or User Content if required to do so by law or if in good faith we believe that such access, preservation or disclosure is reasonably necessary to:
User Content may be considered, in the sole and absolute discretion of the Moderator(s), as inappropriate (“Inappropriate Content”) if it contains, depicts, includes, discusses, or involves, without limitation, content deemed by the Moderator(s) to:
– Nudity;
– Promotion of any excessive or unsafe alcohol/drug consumption or smoking;
– Explicit or graphic sexual activity;
– Crude, vulgar, or offensive language and/or symbols;
– Derogatory characterizations of ethnic, racial, sexual, religious or other groups;
– Content that endorses, condones and/or discusses illegal, inappropriate or risky behaviour or conduct;
– Personal information of any individual without their consent, including names, telephone numbers, and addresses; and/or
– Identifiable third-party products, intellectual property, or proprietary information, or materials that infringe or might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others, except where permitted by such other party or parties;
2.4. External Links
The App, any of its services, and/or User Content may include or provide links to other third-party websites or content. We have no control over such third parties’ websites and resources.
You acknowledge and agree that we are not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable for any User Content, advertising, products, or other materials on or available from such websites or resources.
You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such User Content, goods or advertising, products, or other materials on or available from such websites or resources.
2.5. User Conduct
You agree that you will not Use the App or any of its services to:
Additionally, you agree that you will not:
We, in our sole and absolute discretion, may refuse to complete any transaction through the App or any of its services, including Contributions, that we have reason to believe is unauthorized or made by someone other than you, may violate any law, rule, or regulation, or if we have reasonable cause not to honour it.
Each User agrees to indemnify and hold us harmless for losses resulting from any use or attempted use of the App or any of its services in violation of these Terms.
2.6. Termination of Services
Without limiting other remedies, we may in our sole and absolute discretion and without cause or notice, limit, suspend, or terminate your access to our App and its services and your User Account, prohibit access to our App, and/or take technical and legal steps to keep you off our App, and/or remove and discard any User Content on the App, for any reason, including:
You acknowledge and agree that termination may be effected without prior notice and that we may immediately deactivate or delete your User Account and all related User Content.
You agree that we are not liable to you or any third-party for termination of your User Account or termination of your access to the App.
Where the account of a Host is terminated during an ongoing Event and where such termination will result in the Event no longer having a Host, the Event will be terminated and no Contributions will be processed.
All provisions of these Terms that by their nature should survive termination shall survive, including limitations on liability, releases, indemnification obligations, disclaimers of warranty, and intellectual property protections and licenses.
3.1. Types of Events
Anyone with a User Account can create an event (“Event”) to be crowdfunded. A User who creates an Event is called a “Host”. Anyone who contributes funds (“Contributions”) to the Event is called a “Contributor”.
The period of time during which Contributors can make Contributions to the Event is called the “Raise Period” and can last up to 60 days. The Raise Period ends the moment the Event begins.
The Host can set the Event as:
The Host is required to set a minimum amount for each contribution. Some Contributors may contribute more than the minimum amount, but no Contributors can contribute less.
We do not allow Events that:
We have the right (but not the obligation) to refuse or remove any Event or contribution that violates these Terms or is otherwise objectionable in our sole and absolute discretion.
3.2. Event Funds
The Contributions processed and available to be collected by a Host are called the “Event Funds”. As the Host, you are required to set a minimum crowdfunding “Goal”.
We only process Contributions when an Event either:
Contributions are processed 12 hours before the end of the Raise Period, and any Contributions made in the last 12 hours are processed immediately. No further Contributions can be made after the end of the Raise Period.
As a Contributor, you will receive an access ticket for the Event once your contribution is processed.
We work with Stripe, Inc. (“Stripe”) to process Contributions. You can learn more about Stripe and their legal policies on their website: https://stripe.com/en-ca.
The Host(s) must designate a bank account for Event Funds to be deposited in. Event Funds are released to the Host following processing of Contributions.
Stripe may take several days (or more) to process and clear Contributions; as a result, a Host may not receive Event Funds until after the Event date.
You acknowledge and agree that we are not responsible for delays outside our direct control, including delays caused by Stripe, financial institutions, holidays, or bank hold periods. You further acknowledge and agree that you shall not receive any interest or other compensation for any delay.
Although we are not responsible for disputes between Users, we reserve the right (but have no obligation) to seek repayment of some or all Event Funds released to a Host if, in our sole discretion:
You acknowledge and agree that you will be obligated to repay such amounts.
3.3. Event Hosts
As a Host, you agree that Event Funds are only to be used for the purposes explicitly described by the Event and for no other purpose.
You agree that we will not be liable for improper use or misappropriation of Event Funds. Where Event Funds are misappropriated or used improperly, you agree you will be responsible for returning all Contributions to each Contributor and may be liable for same.
You acknowledge and agree that we will not be liable or responsible for:
As a Host, you agree that you will purchase adequate insurance to cover potential liability resulting from your Event and that Mosea Technologies Limited shall be named as an additional insured party covered by such insurance.
3.4. Contributors and Users
Your sole and exclusive remedy for any claims relating to your Use of our App or any involvement with an Event is against the Host(s).
IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE TRUSTWORTHINESS OF ANY EVENT(S) AND/OR HOST(S) BEFORE CONTRIBUTING.
FOR CLARITY, WE ARE NOT RESPONSIBLE IF/WHEN EVENT FUNDS ARE USED IMPROPERLY, MISAPPROPRIATED, OR NOT USED FOR THE PURPOSE(S) DESCRIBED BY THE EVENT HOST(S).
We may charge processing fees on Event Funds and Contributions, or other fees as described in the App (“Fees”). We may adjust Fees at any time in our sole discretion, but changes apply only to Raise Periods that begin after the adjustments are made.
You acknowledge and agree that you are responsible for paying applicable Fees associated with your Use of the App. You acknowledge and agree that we are not responsible for, and you must pay, other fees imposed by banks or intermediaries. To the extent we incur such fees, they will be a charge on your Event Funds.
The Host(s) are responsible for paying any and all taxes on Event Funds received, including HST as applicable. You acknowledge and agree that we are not responsible for taxes payable or for notifying you of your tax obligations. You agree to indemnify us for any tax liability we incur as a result of your Use.
5.1. User Content
When you send, submit, post, or display any User Content through our App or any of its services, you retain copyright and any other rights you already hold.
By sending, submitting, posting, or displaying User Content, you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license (sub-licensable and transferable) to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute such User Content, solely to provide the services of the App and its services.
You confirm and warrant that you have the rights, power, and authority necessary to grant this license.
5.2. Proprietary Rights
You acknowledge and agree that we own all legal right, title and interest in and to the App and its services, including intellectual property rights in the App (registered or not, worldwide).
Nothing in these Terms gives you a right to these rights or to use our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
Other than the limited license set forth in section 5.1, we obtain no right, title or interest from you in or to any User Content you submit, post, transmit or display through the App. You agree you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
We use your information only as described in our Privacy Policy located at 170 West Beaver Creek Road, Richmond Hill, Unit 13, L4B 1L6, which is incorporated into these Terms.
If you object to your personal information being transferred or used as described in our Privacy Policy, please do not Use our App or any of its services.
You agree to defend, indemnify, and hold harmless Mosea Technologies Limited, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures, partners and employees), from any and all damage, loss, liability, cost, and expense (including reasonable legal fees and disbursements), resulting from any threatened claim, claim, demand, suit, proceeding, investigation, or demand made by any third-party due to or arising out of your breach or violation of these Terms, any User Content you submit, your Use of the App or any services, your connection to the App, or your violation of any rights of another or any law or rights of a third-party.
You will not hold us or any of our affiliates responsible for User Content, Events, improper use or misappropriation of Event Funds, or other actions or inactions made through our App or services.
We have no control over and do not guarantee the quality, safety or legality of products or services advertised in User Content (including Events) or the truth or accuracy of such content.
We cannot guarantee continuous or secure access to the App; operation may be interfered with by factors outside our control.
TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOSEA TECHNOLOGIES LIMITED, ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE APP OR ANY SERVICES OR ANY MATTER RELATING TO THE APP, INCLUDING:
(A) CHANGES TO THE APP OR ANY PERMANENT OR TEMPORARY CESSATION OF THE APP OR ANY FEATURES OR SERVICES;
(B) DELETION OF, CORRUPTION OF, OR FAILURE TO SEND, DISPLAY OR STORE ADS, USER CONTENT OR OTHER COMMUNICATIONS OR DATA;
(C) FAILURE TO PROVIDE ACCURATE ACCOUNT INFORMATION OR TO KEEP PASSWORDS OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND LIABLE, OUR LIABILITY IS LIMITED TO THE GREATER OF:
(I) THE TOTAL FEES YOU PAID TO MOSEA TECHNOLOGIES LIMITED IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND
(II) $150 CAD.
TO THE EXTENT PERMITTED BY LAW:
If you have a dispute with one or more Users, you release us, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
10.1. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
10.2. Law and Forum for Disputes
The laws of the Province of Ontario apply to the interpretation of these Terms notwithstanding any conflict of law provisions.
All proceedings relating to the App or these Terms shall be settled by binding arbitration in the City of Toronto, in the English language, before an arbitrator jointly appointed by you and us. If you and us fail to jointly appoint an arbitrator, each appoints one and the two arbitrators appoint a third whose decision is final and binding.
Arbitration costs are borne equally by you and us or as specified in the arbitrator’s decision. The Ontario Arbitration Act, 1991, S.O. 1991, c. 17 (as amended) governs the process. You agree to exclude the appeal provisions of the Arbitration Act.
10.3. Force Majeure
Any delay or failure by us in performing obligations is excused if caused by events beyond reasonable control, including acts of God, governmental action, civil commotion, fire, flood, wind storm, explosion, riots, natural disasters, war, terrorist acts, sabotage, labour problems, equipment failure, hacking, loss or failure of telecommunication systems, or court orders.
10.4. Notices
Unless otherwise stated, notices from you to us must be in writing and sent to 170 West Beaver Creek Road, Richmond Hill, Unit 13, L4B 1L6. Notices from us to you will be sent via email.
10.5. Effective Date
These Terms are dated May 19, 2020. No changes are valid unless agreed by us in writing. We reserve the right to vary these terms from time to time. New terms will be displayed on the Site and continued use binds you to variations. It is your responsibility to check for updates.
10.6. Severability
If any part is found invalid or unenforceable, the court should endeavor to reform provisions to give effect to intent. Other provisions remain enforceable. Failure to enforce a right does not waive it.
10.7. No Waiver
No waiver of any term is a further or continuing waiver. Failure to assert any right does not constitute waiver.
10.8. Entire Agreement
These Terms (together with the Privacy Statement) contain the entire understanding and supersede other communications not contained herein. Save for fraud or fraudulent misrepresentation, we have no liability for untrue or misleading representations not contained herein.
10.9. Assignment
You may not assign, sublicense, or transfer your rights and obligations under these Terms to any other person.