Windgate Consulting, Inc. (d/b/a mosaic.ai) • Seattle, Washington • Last modified: October 11, 2026
This Master Service Agreement ("MSA") is between Windgate Consulting, Inc., a Washington corporation doing business as mosaic.ai ("mosaic.ai"), and the customer identified on an Order Form that references this MSA ("Customer"). This MSA, the Data Processing Addendum ("DPA"), and each Order Form together form the "Agreement."
mosaic.ai will provide the candidate evaluation and HR document question-and-answer service described in the Order Form (the "Service"), which analyzes applicant and candidate information supplied by Customer (including via Customer's applicant tracking system) using artificial intelligence, including large language models and vector embeddings.
The Agreement becomes effective on the Effective Date of the Order Form. The Service Term commences on the Service Start Date stated in the Order Form (or, if none is stated, the Effective Date) and continues for the Service Term stated there. The Service Term does not renew automatically; renewal requires a new Order Form.
Customer will pay the one-time fee stated in the Order Form within fifteen (15) days of the Service Start Date, unless the Order Form states otherwise.
Usage Measurement. Where the Order Form states usage-based quantities: (a) resume processing is measured per resume submitted to the Service for evaluation; and (b) AI chat and document Q&A usage is measured in tokens, the standard unit of text processed by the underlying AI models, including both the text submitted to and generated by the Service. For illustration only and without contractual effect, one token is roughly comparable to one word of English text. Unused monthly quantities do not roll over. mosaic.ai's measurement of resumes and tokens is determinative absent manifest error.
4.1 Ownership. Customer retains all right, title, and interest in data submitted to the Service, including resumes, applicant and candidate information, and HR documents ("Customer Data"). mosaic.ai claims no ownership of Customer Data.
4.2 License. Customer grants mosaic.ai a limited, non-exclusive, revocable license to host, copy, process, analyze, and display Customer Data solely to provide the Service, including creating backups and generating embeddings, extracted entities, scores, summaries, and answers ("Output"). This license extends to mosaic.ai's subprocessors identified in the DPA, solely for the same purpose, and ends when the Customer Data is deleted.
4.3 No training. mosaic.ai will not use Customer Data to train its own or any third party's artificial intelligence models.
Customer represents and warrants that: (a) it has all rights, consents, and authority necessary to submit Customer Data to the Service, including any legally required notices to and consents from applicants, candidates, and employees; (b) it is authorized to connect its applicant tracking system or other data sources to the Service; and (c) its use of the Service complies with all applicable laws, including privacy and employment laws. Customer is responsible for the acts and omissions of its authorized users.
Customer acknowledges that Output is generated by artificial intelligence, is advisory only, and may contain errors or omissions. Customer, not mosaic.ai, makes all hiring and employment decisions and is solely responsible for human review of Output and for compliance with laws governing automated employment decision tools in Customer's jurisdictions, including any required notices, consents, bias audits, or impact assessments.
The parties will comply with the DPA, which is incorporated into this Agreement. As between the parties, Customer is the controller (or "business") and mosaic.ai is the processor (or "service provider") of personal data within Customer Data.
Each party will protect the other's non-public information disclosed under this Agreement ("Confidential Information") with at least reasonable care, use it only to perform under this Agreement, and not disclose it to third parties except to employees, advisors, and subprocessors bound by confidentiality obligations, or as required by law. Customer Data is Customer's Confidential Information.
mosaic.ai retains all right, title, and interest in the Service, its software, models, and all improvements that do not incorporate Customer Data. Feedback provided by Customer may be used by mosaic.ai without obligation.
mosaic.ai warrants that it will provide the Service with reasonable skill and care. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS," AND MOSAIC.AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, GOODWILL, USE, OR DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.
12.1 By mosaic.ai. mosaic.ai will defend and indemnify Customer against third-party claims alleging that the Service (excluding Customer Data) infringes a U.S. patent, copyright, or trademark, provided Customer promptly notifies mosaic.ai and cooperates in the defense.
12.2 By Customer. Customer will defend and indemnify mosaic.ai against third-party claims arising from: (a) Customer Data, including claims that Customer lacked the rights or consents to provide it; (b) Customer's employment decisions; or (c) Customer's violation of applicable law.
Either party may terminate the Agreement if the other party materially breaches and fails to cure within thirty (30) days of written notice. mosaic.ai may suspend the Service for non-payment or security risk. Upon termination or expiration, mosaic.ai will delete or return Customer Data as provided in the DPA. Sections 4.1, 8, 9, 10, 11, 12, and 15 survive termination.
If the Order Form specifies a free trial or evaluation period, the Service is provided during that period AS IS, without warranty or indemnity, and mosaic.ai's aggregate liability during the trial will not exceed one hundred dollars ($100). Either party may terminate a trial at any time on notice.
This Agreement is governed by the laws of the State of Washington, without regard to conflict of laws rules. Venue for any dispute is exclusively in the state or federal courts located in King County, Washington. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior discussions. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing; notices to mosaic.ai go to hello@mosaic.ai. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
DRAFT TEMPLATE — for review by legal counsel before use. This document does not constitute legal advice.