End User Licensing Agreement (EULA)

MOSAIC RSR

End-User License Agreement (EULA)

This is a legally binding agreement between you (either an individual or a single entity), referred to herein as “YOU” or the “Authorized User”, and MOSAIC RSR Inc, referred to herein as “MOSAIC RSR”. This software entitled Responsible Supplier Resource and all documents and materials included in it are referred to herein as the “SOFTWARE” or the “MATERIALS”. Installing, opening, signing up, logging in, or using all or any portion of this software indicates your acceptance of all the terms and conditions of this End-User License Agreement referred to herein as “EULA” and that this agreement is equivalent to a written agreement signed by you. By selecting the box “I AGREE” or performing a similar electronic function, such as Signing Up to a Free Trial, or Purchasing this product, you are providing your acceptance of the terms of this agreement. This agreement is enforceable against you and any legal entity that obtained the software and on whose behalf it is used. If you do not agree to the terms of this agreement, please do not use this software. It is illegal and strictly prohibited to distribute, publish, offer for sale, license or sublicense, give or disclose to any other party, this software or the documents in hard copy, digital form or any other medium whether existing or not yet existing, except as specifically permitted below. The use of this software is governed by the terms and conditions set forth herein. Please read them carefully. This EULA is applicable to all of the Materials included in the Software and to the Software in its whole part. You are deemed to have read, understood and accepted the terms of this EULA when you use the Software.

1. PAYMENT TERMS

Responsible Supplier Resource is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. Each subscription is twelve months a terminates at the end of the calendar day before the anniversary of the subscription. We accept payments in accordance with our payment schedule which defines different payment methods based on country of sale. Each member subscription will be granted a unique MOSAIC RSR ID for each Authorized User. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal which will cancel your membership. You can update your payment method, manage your subscription or cancel at any time by visiting the Billing page under your user ‘Admin’ account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part.

1.A. ACCOUNT CANCELLATION POLICY

Once a user cancels their automatic renewal, no additional charges will be made end of the subscription period. This is defined as the end of the calendar day before the anniversary of the subscription. No refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the end of your subscription period.

1.B. CANCELLATION OF AUTOMATIC RENEWAL

Annual subscriptions purchased through the MOSAIC RSR Store will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator’s email address. Notifications of upcoming renewal is sent to the account administrator’s email address 30 days and 10 days before renewal. If you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing.

1.C. FREE TRIAL

At times MOSAIC RSR may offer a free trial version. We may not request credit card information when signing up to the free trial. The free trial allows anyone to view all or a portion of the content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save the templates.

1.D. FAILED RENEWAL & ACCOUNT SUSPENSION

If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the Responsible Supplier Resource software will be suspended until you update your account information and the payment is successful.

2. LIMITED LICENSE

You are granted a limited, non-exclusive license to access MOSAIC RSR Online Services with your personal user account, for your own use, provided that such computer does not render the Software accessible to other users through local or Internet networks or other methods. Only the individual that created a user account, as indicated by the user information provided to MOSAIC RSR, will have the license to use the Materials. Use by any other person, company, affiliate, corporation, Limited Liability Company, trust, or other separate legal entity will require a separate license. This includes companies that may be affiliated to you by ownership or otherwise. The license granted herein shall remain in effect for the duration of your membership subscription but shall terminate upon your use of the Online Services beyond the scope licensed herein or upon your violation of any term or condition hereof.

2.A. AUTHORIZED USER CONTENT

The Online Services may contain a feature that will allow your Authorized Users to create work folders or workspaces (“Folders”) from within research sessions that are associated solely with their respective MOSAIC RSR ID’s. The Folders are designed to allow your Authorized Users to save copies of Materials made available by MOSAIC RSR, as well as links to materials made available on the Internet or other documents that you or your Authorized Users' own or otherwise have the right to upload to Folders. Applicable charges for the Folders are listed in the Price Schedule. MOSAIC RSR represents and warrants that: (a) the Folders will be under the exclusive control of your Authorized Users; and (b) MOSAIC RSR will not access or otherwise review the content of Folders without your authorization. Notwithstanding the foregoing, MOSAIC RSR may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorized Users are solely responsible for the content of their respective Folders. You represent and warrant that the Authorized Users have the right and authority to upload any and all content to the Folders that is not provided by MOSAIC RSR. Authorized Users are prohibited from uploading content to the Folders that is defamatory, libelous, pornographic or obscene. In addition, Authorized Users are strictly prohibited from uploading content to the Folders that is unlawful or that is considered protected health information. You agree to indemnify, defend, and hold MOSAIC RSR harmless for any and all claims, damages, costs, fines and expenses that MOSAIC RSR may incur as a result of you or your Authorized Users' use of the Folders or any content uploaded to the Folders, excluding MOSAIC RSR Materials. Authorized Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of this Subscription Agreement, if desired. MOSAIC RSR has no obligation to provide the content of Folders to you or your Authorized Users after the termination of this Subscription Agreement. All MOSAIC RSR Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement.

3. PROPRIETARY RIGHTS

MOSAIC RSR and its suppliers retain all title, ownership, and intellectual property rights in the Software, including but not limited to all supporting documentation, files, marketing material, images, multimedia, and applets. The Software is protected by copyright and other intellectual property laws and by international treaties. The Software may include security measures designed to control access and prevent unauthorized copying and use. You agree not to interfere with any such security components. MOSAIC RSR permits you to download, install, use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this EULA. The use of third-party material included in the Software may be subject to the terms and conditions typically found in the party's own license agreement.

4. CONFIDENTIALITY

Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this EULA, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this EULA. The Software contains trade secrets and proprietary know-how that belong to MOSAIC RSR and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS EULA, MAY BE ACTIONABLE AS A VIOLATION OF MOSAIC RSR’S TRADE SECRET RIGHTS.

5. NON-TRANSFER OF RIGHTS

You may not rent, lease, sell, sublicense, assign or transfer your rights in the software, or authorize any portion of the software to be copied onto another individual or legal entity's computer.

6. ALLOWED USAGE

Upon fulfilling your obligations towards obtaining a valid MOSAIC RSR ID, you are permitted to do only the following:

• Use the Materials in transactions and agreements in which you are one of the parties. You may have your attorney review, comment and modify the Materials to fit your particular needs. You are encouraged to obtain competent legal counsel to advise you on the use of the Materials and/or the contractual relationship you are establishing.
• Utilize the Materials to verify your understanding of labour, environmental and workplace health and safety laws and management systems to improve compliance with those laws in your manufacturing enterprise or the facilities of manufacturers you support or place business with, directly or indirectly.
• You may modify the Materials and use them for preparing documents for your immediate clients with whom you have a business relationship. The license is only for one individual user. As such, only you can use the Materials. Other associates within your firm cannot use the Materials. They must acquire a license for themselves.
• If you only have a license to use the free version of the Software, in order to transmit a digital version of any of the Materials, the receiving parties must also have a license to use the Software. If the other parties do not possess a license, you are encouraged to send them a link to download the Software and thereby acquire a license. These parties, and your attorney, may modify and make suggested changes to the Materials as part of the normal negotiation process or as part of your representation in a bona fide attorney-client relationship.

7. DISTRIBUTION

You may not unpack or remove Materials and distribute them in any way except as prescribed by the Allowed Usage defined in section 6. Only distribution of the full and complete unaltered software application is allowed provided that MOSAIC RSR has given you prior written authorization (through your participation in any of MOSAIC RSR’s partner programs) and that all trademarks, ownership and copyright notices remain in the Software.

8. RESTRICTIONS

You may not:

• (i) modify or create any derivative works of the Software or documentation, including customization, any modifications or enhancements, translation or localization without MOSAIC RSR's express written consent;
• (ii) reverse engineer, decompile, disassemble, make or otherwise attempt to derive the source code of the Software, or the underlying ideas or algorithms of the Software;
• (iii) attempt to gain unauthorized access to Materials, MOSAIC RSR servers or any other service, account, computer system or network associated with the Software or with MOSAIC RSR, it's affiliates, agents, partners and customers;
• (iv) remove or alter any trademark, logo, copyright or other proprietary notices or symbols in the Software;
• (v) block, disable, or otherwise affect any advertising, banner window, tab, link to websites and services, or other features that are part of the Software;
• (vi) incorporate, integrate or otherwise include the Software or any portion thereof into any software, program or product;
• (vii) provide false information when registering the Software;
• (viii) digitally transmit or make available the Software or it’s content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serve, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other mode of shared communication system, or place the Software onto a server so that it is accessible via a public network such as the Internet;
• (ix) use the Software in any way that violates this EULA or any law or authorize or assist any third party to do any of the things described in this section;
• (x) use robots or any automatic ways to download all the documents;
• (xi) be identified on, nor shall you provide access to the Software to any individuals or entities identified on, (a) OFAC’s list of Specially Designated Nationals (“SDN List”), (b) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (c) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (d) any other applicable sanctions lists, or (e) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (a) through (d);
• (xii) use your MOSAIC RSR ID outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If MOSAIC RSR suspects use of an MOSAIC RSR ID outside the country of issue for a period in excess of 30 continuous days, MOSAIC RSR may suspend the MOSAIC RSR ID or require you to use and pay
  for an MOSAIC RSR ID for the relevant country. On request, MOSAIC RSR will issue a geographically compliant MOSAIC RSR ID;
• (xiii) assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of MOSAIC RSR, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.

9. PUBLICITY

You shall not refer to the existence of this EULA in any press release, website, advertising or any publicly distributed or accessible material, without the prior written consent of MOSAIC RSR.

10. ADDITIONAL FEATURES & CONTENT

Certain portions of the Software may be locked or unavailable in the free version. In order to upgrade the Software or use additional content and features you must

• (i) Signup to the free version,
• (ii) provide valid registration information and
• (iii) pay a fee to obtain access to expanded features not available in the free version.. All unique MOSAIC RSR ID holders are subject to the terms and conditions of this EULA.

11. MOSAIC RSR ID

Certain features or content of the Software may require the purchase of a subscription to unlock advanced features assigned to your MOSAIC RSR ID. You agree not to attempt to, and not to, control, disable, modify or bypass any part of the settings that enable your expanded accress to the MOSAIC RSR feature set.. You also agree not to access, attempt to access, copy, share or distribute this MOSAIC RSR ID for any purpose.

12. SOFTWARE UPDATES

The Software is presented as an online service only. By using the Software, you consent to receive software updates, modifications, and/or patches that address issues such as security, interoperability, and performance. Your use of the updates shall be governed by this EULA unless you are asked to agree to a new EULA at the time of login following an update to this EULA.

13. PRIVACY

• SOFTWARE IMPROVEMENT PROGRAM. By participating in the MOSAIC RSR Software Improvement Program, you allow MOSAIC RSR to collect anonymous information relating to your use of the Software, such as the frequency of your use of the Software and of certain features, and information on errors occurring during your use of the Software. This anonymous usage data will be used to diagnose performance issues and improve the reliability of the Software and its features. This data will not be tied to any information that would personally identify you.
• PERSONAL INFORMATION. During the registration process, or at some time thereafter, you may be asked to provide certain information that will be used to personalize certain Materials, send you MOSAIC RSR information via email or mail, and customize some information presented to you through the Software. For example, you may be asked for your state/province/country, which could be used by the Software to provide you with locally relevant Materials and/or related products. All personal and billing information is transmitted using the secure SSL protocol. Both personal and non-personal information collected by the Software is safeguarded according to the highest privacy and data protection standards adopted worldwide and will not be shared or given without your consent as described in our Privacy Policy (available at https://www.MOSAIC RSR.com/company/privacy-policy/).

14. LIMITATION OF LIABILITY

EXCEPT AS REQUIRED BY LAW, MOSAIC RSR AND ITS EMPLOYEES, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. MOSAIC RSR'S LIABILITY UNDER THIS EULA WILL NOT EXCEED THE PRO-RATED REMAINING PORTION OF YOUR SUBSCRIPTION PERIOD. . YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER MOSAIC RSR, ITS OFFICERS, EXECUTIVES OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO MOSAIC RSR OR ITS THIRD PARTY SUPPLIERS.

15. DISCLAIMER OF WARRANTY

RSR Tool:

The Mosaic Responsible Supplier Resource (RSR) is provided for informational purposes only. This RSR represents the known and applicable standards at the time of publication; any inaccuracy or omission is not the responsibility of MOSAIC RSR. Determination of whether and/or how to use all or any portion of this RSR is to be made in your sole and absolute discretion. Prior to using this RSR, you should review it with your own legal counsel. No part of this document constitutes legal advice. Use of this RSR is voluntary.

MOSAIC RSR does not make any representations or warranties with respect to this RSR or its contents. The RSR is provided on an “AS IS” and on an “AS AVAILABLE” basis. MOSAIC RSR HEREBY DISCLAIMS ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, OR ARISING FROM TRADE OR CUSTOM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, MOSAIC RSR SHALL NOT BE LIABLE FOR ANY LOSSES, EXPENSES OR DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST INCOME OR PROFITS, RESULTING FROM OR ARISING OUT OF A COMPANY’S OR INDIVIDUAL’S USE OF THE RSR, WHETHER ARISING IN TORT, CONTRACT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Materials:

YOU ACCEPT THE SOFTWARE “AS IS” AND WITH ALL FAULTS (IF ANY). MOSAIC RSR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOSAIC RSR MAKES NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT OF THE MATERIALS AND YOUR USE OF THE MATERIALS, OR THE SUITABILITY OF THE MATERIALS TO MEET YOUR SPECIFIC NEEDS. THE MATERIALS ARE DETAILED, BUT GENERIC IN FORM. THERE MAY BE LAWS APPLICABLE IN YOUR STATE/PROVINCE/COUNTRY THAT NEED TO BE ADDRESSED IN ANY FINAL DOCUMENT. YOU ARE STRONGLY URGED TO OBTAIN COMPETENT LEGAL COUNSEL TO REVIEW THE MATERIALS YOU CREATE USING THE SOFTWARE AND TO ADVISE YOU ON ANY TRANSACTION IN WHICH YOU INTEND TO ENGAGE.

MOSAIC RSR makes no warranties with respect to the Materials as described above and as such, there should be no reason for you to bring any grievance against MOSAIC RSR. However, if you do bring any action, claim, suit, threat or demand against MOSAIC RSR, and you do not substantially prevail, you shall pay MOSAIC RSR’s entire attorney fees and costs attached to such action. In the same token, if MOSAIC RSR is forced to take legal action to enforce this EULA or any of its rights described herein or under any state or federal law, you will pay MOSAIC RSR’s attorney fees and costs.

16. VIOLATIONS OF THIS EULA

MOSAIC RSR reserves all rights not specifically granted to you above. MOSAIC RSR will have the right to proceed against you in the event that you infringe against MOSAIC RSR’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that MOSAIC RSR’s damages in the event of your violation of this EULA will be substantial and that MOSAIC RSR will suffer irreparable harm in such event. As such, MOSAIC RSR shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

17. TERMINATION

MOSAIC RSR shall have the sole and exclusive right to immediately terminate this EULA and suspend your license to use the Software should you fail to perform any obligation required under this EULA, engage in activity that MOSAIC RSR deems harmful to its well-being or if you become bankrupt or insolvent. This EULA takes effect upon your registration to use the Software and remains effective until terminated. Materials

18. WAIVER & SEVERABILITY

MOSAIC RSR's waiver of any breach of this EULA shall not constitute an amendment to this EULA or MOSAIC RSR's waiver of subsequent breaches. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of this EULA, which will remain valid and enforceable according to its terms.

19. RESTRICTED RIGHTS LEGEND FOR GOVERNMENTAL USE.

MOSAIC RSR in its whole, like any Software, Materials, or other information that is downloaded through accessing MOSAIC RSR’s website, partner websites and download sites for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1 (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable.

20. ELECTRONIC NOTICES

You consent that MOSAIC RSR may provide you with information and notices regarding the Software and MOSAIC RSR via the email address you designate when installing the Software or thereafter. MOSAIC RSR may provide notices to you via (i) email if you have provided MOSAIC RSR with a valid email address, or (ii) by posting the notice on the MOSAIC RSR website or the Software download site which MOSAIC RSR owns and operates. You may withdraw your consent for electronic notices.

21. AMENDMENTS

MOSAIC RSR reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the Software, MOSAIC RSR’s website or this EULA. No course of dealing or trade usage shall be deemed to amend the terms of this EULA.

22. GOVERNING LAW

This EULA shall be governed by and construed under the laws of the State of California, United States. You consent and agree that all legal proceedings relating to the subject matter of this EULA shall be maintained in courts sitting within the State of California, and that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

23. COMPLETE AGREEMENT

This is the entire EULA between MOSAIC RSR and you relating to the Software and it supersedes any prior representations, discussions, undertakings, warranties, communications or advertising relating to the Software.

24. QUESTIONS OR COMMENTS

For inquiries please contact:

MOSAIC RSR Inc., 222 Princeton Ave, Mill Valley, CA

MOSAIC RSR is a registered trademark of MOSAIC RSR Inc in the United States and/or other countries.

© 2001-2021 MOSAIC RSR Inc – Last revised: June 18, 2021.