Effective Date: 6 February 2017
These Terms of Service constitute a legally binding agreement between you and MTB Projects Corp., a Delaware corporation dba Bonsai (“Bonsai”) governing your access and use of hellobonsai.com (the “Platform”) and the software and services made available through the Platform (collectively the “Services”).
By clicking the “I Agree to the Terms of Service” button or (i) accessing or using any part of the Platform, or (ii) using any of the Services offered on the Platform, you agree to be bound by these Terms of Service.
Internet technology, and the applicable laws, rules and regulations change frequently. Bonsai reserves the right to make changes to these Terms of Service at any time.
1. Bonsai’s Services
Bonsai provides an online platform that provides companies and freelancers online tools to manage their on-demand projects. Bonsai offers two distinct products – one designed uniquely for freelancers to more easily manage the contract, invoicing, payment, and reporting aspects of their business (“Freelance Services”) – and the other designed specifically for companies to more efficiently manage the onboarding, sourcing, project management, invoicing, payment and reporting requirements needed to utilize an external workforce (“Client Services”).
Bonsai’s Services are always evolving and may change from time to time without notice. Bonsai may cease or suspend Services (or any Services feature) at any time in its sole and absolute discretion. New features introduced by Bonsai will also be subject to these Terms of Services.
2. General Rules About Creating Accounts
Eligibility: To be eligible to create an account, you must be at least 18 years of age and able to form a legally binding contract.
Use of the Services: To access the Services, you must have an account established through the online registration process and have agreed to these Terms of Service.
Account Security: Once account registration is complete, all users will be asked to create a password. Users are responsible for safeguarding their passwords and shall not disclose such password to any third party. Users are solely responsible and liable for any activities or actions taken under their password, whether or not users have authorized such activities or actions. Bonsai shall not be liable for any loss or damage arising from the failure of any user to keep their password or account secure.
Accuracy: You are solely responsible for the accuracy of the Content submitted by you to the Platform. “Content” is defined as any and all text, data, information or digital images submitted, uploaded, or imported by or to the Platform, including, but not limited to, photographs, contact information, project information and transaction details (cost, payment terms, deliverables, etc.), professional and educational background, client information, etc.
3. Fees - Freelancer Services.
Many of Bonsai’s Freelancer Services are offered to users free of charge. However, to the extent users utilize Bonsai’s invoicing tools, service charges from processed invoices shall be deducted in accordance with Section 5.
4. Fees - Client Services.
The terms of Client Services, and any fees related thereto, are governed by a separate services agreement and subscription order executed between Bonsai and the subscribing company. When a subscription order is placed, payment and renewal shall be governed by the following:
Payment: For any Client Services ordered, you agree to provide us with your debit or credit card information prior to placing an order and you expressly authorize us to charge the applicable Client Services fees to your debit or credit card to process the transaction.
No Refunds: Subscription fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.
Subscription Term: The term of the subscription will commence on the date the subscription is selected and shall continue for the subscription term chosen by you on the Platform, and any renewal thereof, until terminated.
Automatic Renewal - Your Subscription Will Renew Unless You Cancel: Subscriptions are for a pre-paid subscription term YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR A SUBSEQUENT SUBSCRIPTION TERM. YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:
Notice of Cancellation Required. You agree that we may automatically renew your subscription and charge your account on the last day of your subscription term (the “Renewal Date”), unless you cancel your subscription before the Renewal Date. BONSAI WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON THE RENEWAL DATE UNTIL YOU CANCEL YOUR SUBSCRIPTION OR BONSAI NO LONGER OFFERS THE SERVICES.
Notice Of Automatic Renewal: You will receive reasonable prior notice by email that your subscription will be renewed for a similar periodic term. The notice will let you know that your current subscription term is about to end and the Renewal Date when your subscription will be renewed and your account charged. The notice will provide you with information on how to cancel the automatic renewal. All notices regarding your subscription will be sent to your last email of record. TO CANCEL YOUR SUBSCRIPTION WITHOUT YOUR ACCOUNT BEING CHARGED FOR THE NEXT TERM, YOU MUST DO SO BEFORE THE RENEWAL DATE.
Payment And Price: The renewal payment is due on the Renewal Date and will automatically be charged to the same credit card that you used for the original subscription or the most recent renewal. THE RENEWAL PRICE WILL BE THE CURRENT RATE THEN IN EFFECT AT THE TIME OF RENEWAL. YOU WILL RECEIVE A NOTICE PRIOR TO RENEWAL OF ANY CHANGES IN SUBSCRIPTION PRICE OR THESE TERMS OF SERVICE.
How To Cancel Automatic Renewal: IF YOU DO NOT WANT TO RENEW, YOU MUST CANCEL YOUR SUBSCRIPTION BY EMAILING BONSAI AT email@example.com.
5. Invoicing Tools – Service Charges
Payment Processing Accounts. Payments for invoices generated by users are processed through third party payment processors made available through the Platform. To process invoices through the Platform, users must create and maintain an account with the designated payment processor. You are responsible for ensuring your payment processing account is valid at all times to ensure the processing of all invoices through the Platform. Your relationship with any designated payment processor is separate from your relationship with Bonsai and is governed by the payment processor’s applicable terms of service. Service charges may be deducted by designated payment processors from all payments processed on the Platform in accordance with the payment processor’s applicable terms of service.
User Responsibility. Bonsai shall not be liable for any loss or damages arising as a result of any payments processed, or attempted to be processed, through the Platform. This includes transactions that were not processed due to a network communication error, or any other reason. If you initiate a transaction, it is your responsibility to verify that the transaction was successfully processed by the designated payment processor.
Collection of Payment Information. By using Bonsai’s invoicing tool, you authorize Bonsai to collect your name, address, telephone number, email address, and payment method. In addition, Bonsai or the designated payment processor may collect additional payment, billing, and bank information necessary to process the transaction. As part of the payment process, you agree to provide current, complete, and accurate information related to this process. Bonsai does not store any payment information on its computers or servers.
Payment Destination Prohibitions. You may not, for any reason, pay yourself or your organization through Bonsai. You also may not make a payment on behalf of a client using their payment information. Doing either is considered a violation of this Terms of Service and will result in your account being terminated.
6. Content Representations and Warranties
Bonsai is not responsible for the Content posted by you. You are solely responsible for any Content that you post. Bonsai shall not be liable for any damage or harm resulting from any Content posted by you on the Platform. Bonsai reserves the right, but has no obligation, to take any action to restrict or remove access to any Content, objectionable or otherwise, posted by Platform users.
By uploading, submitting and posting Content to the Platform, you further represent and warrant (1) that you have all right, title, license and authority to upload, submit and post the Content, including the right to publish and distribute by electronic and digital means, and (2) the Content does not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance or regulation.
Bonsai has the right, but not the obligation, to review, edit, refuse to post, delete, disable access to, or otherwise make unavailable any Content, without notice in its sole and absolute discretion.
7. Confidentiality and Non-Disclosure
To facilitate project management services provided through the Platform, you may provide confidential project-related information, including, but not limited to, the terms of any contracts executed on the Platform (“Confidential Information”).
Non-Disclosure Obligation: Bonsai agrees not to disclose any Confidential Information to any third party for any reason without your prior written consent. Bonsai will not disclose any Confidential Information to any person or entity other than its employees or agents who have a need to know about such information in order to provide the Services. You understand and agree that Bonsai’s employees shall be able to access and review the Content and other Confidential Information to enable the delivery of the Services in accordance with these Terms of Service.
Required Disclosure: In the event Bonsai is requested or required by legal process to disclose any of the Confidential Information, Bonsai shall give you prompt notice so that you may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, Bonsai shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with the owner of such Confidential Information to minimize the extent and effect.
Permissible Disclosures: Notwithstanding the foregoing, Bonsai may reference on the Platform project-related details regarding overall fees paid to freelancers or the length and type of engagement in order to promote and improve the Services.
9. Content License
You grant Bonsai a worldwide, limited, non-exclusive, royalty-free license to process, host, copy, transmit, display, modify, adapt, distribute, reproduce, use and sublicense the Content submitted by you to the Platform for the purposes of providing the Services herein, in any and all media or distribution methods (whether now known or later developed)
Bonsai shall retain all right, title, and interest in the Platform and Services, and all legally protectable elements or derivative works therefrom. You shall retain all right, title and interest in and to the legally protectable elements of the Content submitted by you to the Platform.
10. Services License
In using the Services, Bonsai hereby grants a limited, non-transferable, non-exclusive, revocable license to access and use the Services. You may not, either directly or indirectly, sublicense, sell, lease, or otherwise transfer or grant third-party access to the Services at any time.
This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Bonsai, in the manner permitted by these Terms of Service. You agree not to use the Services for any other purpose. You may keep, for your own personal or business-related records, electronic and physical copies of documents you have created through the Services. Resale or unauthorized distribution of Bonsai’s Services, materials or documents is strictly prohibited.
Software related to the Services may be subject to United States export controls. No software from the Services may be downloaded or exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Services, you represent that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
11. Information & Services Disclaimer
Bonsai is not a law firm, an attorney or a professional advisor in any industry. Bonsai provides an automated software solution to individuals who choose to prepare their own contractual documents. The Services and related documents and materials provided by Bonsai do not constitute legal advice and are for your private use. Bonsai does not review the information you provide for legal accuracy or sufficiency. If you need legal advice as to specific contract terms or have questions regarding a terms applicability or enforceability, you should consult with a licensed attorney. Bonsai, its Services, and its Content are not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction.
Reliance and use of the Services, documents and materials obtained from the Platform shall be at your own risk and Bonsai shall be liable for any use of, or reliance on, the Services, materials and documents offered herein.
12. Electronic Signature Services
Bonsai provides users the ability to generate eSignatures for contracts utilized on the Platform. Electronic signatures shall be treated by users as having the same force and effect as a manual signature. Bonsai is not responsible for authenticating any signatures generated on the Platform or with the Services.
13. Ratings & Reviews
Users may submit their reviews and ratings of the freelancers and companies for whom services have been exchanged on the Platform. Reviews shall be available to other users on the Platform. Bonsai reserves the right, in its sole and absolute discretion, to remove any Content that violates these Terms of Service. Bonsai shall have no liability for any reviews, ratings or related Content posted on the Platform.
14. Permission to Use Name & Logos
Permission to Use Name and Logo for Promotional Purposes: You grant to Bonsai an unrestricted right and license to use your individual and/or company name, logo and/or relevant trademarks (“Properties”) to market and promote the Platform. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish and display the Properties as incorporated into Bonsai’s marketing and promotional materials.
Limited License: Bonsai is granted no other rights to the Properties and acknowledges that it shall not gain any proprietary interest in the Properties.
No Compensation: Bonsai is under no obligation to make use of or to provide compensation for any of the rights or permissions granted. Bonsai shall be the exclusive owner of all right, title, and interest, including copyrights, in Bonsai’s marketing and promotional materials.
You may terminate Bonsai’s permission andlicense to use the Properties upon thirty (30) days prior written notice to Bonsai.
15. User Feedback & Idea Submissions
Bonsai welcomes all feedback to improve our Platform and Services, but considers any feedback from its users to be helpful advice, freely given. To ensure against any misunderstandings, we want to emphasize that we do not compensate for any ideas, proposals or suggestions provided by its users to Bonsai in accordance with the following:
Non-Proprietary: Bonsai considers any suggestions, ideas, proposals, user-feedback or other material submitted to it by users, whether solicited or unsolicited, (collectively, the "Material") to be non-confidential and non-proprietary. Bonsai shall not be liable for the disclosure, use or exploitation of such Material.
License: You hereby grant and agree to grant Bonsai, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Material for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
16. Prohibited Conduct
In your use of the Platform and Services, you may not:
- Distribute, license, sell, or transfer the Services, any component of the Services;
- Reverse engineer, decompile, or attempt to derive the source code for underlying software or other intellectual property used to provide the Services;
- Attempt to gain unauthorized access to the Services, or to the computers, servers, and networks connected to the Services
- Post false, inaccurate, misleading, defamatory or harassing content;
- Post obscene or sexually explicit content;
- Violate any law, statute, ordinance or regulation;
- Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights;
- Attempt to use another account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;
- Utilize the Platform’s invoicing tools to make payments to yourself or your organization;
- Input payment information on behalf of a third party to process payments through the Platform;
- Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users;
- Modify, adapt or hack the Platform or modify another website so as to falsely imply that it is associated with Bonsai;
- Distribute or post spam, unsolicited or bulk electronic communications to Platform users;
- Use any robot, spider, scraper or other automated means to access the Platform for any purpose whatsoever;
- Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform’s infrastructure;
- Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or
- Bypass the Platform’s robot exclusion headers or other measures Bonsai may use to prevent or restrict access to Bonsai.
17. Termination by Bonsai
Freelance Services: Freelance Services can be terminated at any time by either party in their sole and absolute discretion. Freelance Services account holders can deactivate their account at any time.
Client Services: Subscription Services cannot be terminated for convenience during the term of the Subscription Service. Either party may provide notice of non-renewal in accordance with Section 4 of these Terms of Service.
Termination for Cause: Bonsai may temporarily suspend or terminate Freelance Services or Subscription Services at any time, without prior notice or liability, if:
- You breach these Terms of Service;
- Bonsai is unable to verify or authenticate account information;
- Bonsai determines that you have engaged in improper or fraudulent activity in connection with the Platform and/or Services or that your actions may cause legal liability or financial loss to Bonsai;
- Bonsai believes you are infringing the rights of third parties;
- An account holder files for bankruptcy or insolvency; and/or
- You fail to pay any applicable fees.
The following Sections survive termination of the Services: Confidentiality, Content License, Submissions License, Individual Arbitration, Disclaimers and Exclusions, Release, Indemnification, and Governing Law.
18. Customer Support
Bonsai is available by email [insert email] to address any issues you may have regarding your use of the Platform. Most concerns can be quickly resolved in this manner.
19. Individual Arbitration
EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with Bonsai arising out of or relating to the Platform, Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration conducted pursuant to these Terms of Service shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16.
ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.
The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org. When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to: firstname.lastname@example.org
Unless otherwise agreed to in writing by the parties, any dispute arising from these Terms of Service shall be conducted in English at the following location: San Francisco, California
Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims courts for disputes or claims within the scope of that court’s jurisdiction.
Exception – Injunctive Relief. Notwithstanding the foregoing, Bonsai may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief relating to any unauthorized use or abuse of the Services or intellectual property infringement without first engaging in arbitration.
Enforceability. In the event the Arbitration requirements of these Terms of Service are found to be unenforceable, then any resulting judicial proceedings will be brought in the federal or state courts in San Francisco, California. By your use of the Services, you expressly consent to venue and personal jurisdiction of those courts.
20. Bonsai's Intellectual Property
Copyright: The Platform and its logos, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are owned by Bonsai. You may not use such materials without permission. © 2016 MTB Projects Corp. dba Bonsai ALL RIGHTS RESERVED
Trademarks: Bonsai and its logos are trademarks owned by Bonsai. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Bonsai.
Ownership and Use: Unless otherwise stated herein, nothing in these Terms of Service or your use of the Platform gives you a right or license to use any of Bonsai’s copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.
21. Copyright Infringement Notice
If you have a good faith belief that your copyright has been infringed, you can download, complete and submit this Notice of Claimed Infringement to Bonsai’s Designated Agent as follows:
By mail: Bonsai, PO Box 191651, San Francisco, CA 94119.
By Email: email@example.com
22. Disclaimers and Exclusions
DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, BONSAI, THE PLATFORM, SERVICES AND ALL INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BONSAI DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS (I) WILL BE UNINTERRUPTED, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, BONSAI EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH INFORMATION, PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS.
DISCLAIMER OF THIRD PARTY CONDUCT: BONSAI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM AND/OR ANY BONSAI SERVICES. BONSAI DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BONSAI MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.
LIMITATION OF LIABILITY: YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BONSAI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS, EVEN IF BONSAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BONSAI, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, MANAGERS, LICENSORS, BUSINESS PARTNERS, SUPPLIERS, OR VENDORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS EXCEED $500.00 OR THE FEES PAID TO BONSAI IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
If you have a dispute arising from, related to, or connected with your use of the Platform and Services, or the information, content, documents materials or products made available through the Platform and Services, you hereby release Bonsai, Inc. and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless Bonsai, Inc. and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties (i) alleging facts or circumstances that would constitute a breach of any provision of these Terms of Service by you, (ii) arising from your breach of any representations or warranties under these Terms of Service, (iii) arising from, related to, or connected with your use or misuse of the Platform or Services, and (iv) any actual prospective or actual transaction between you and a third party using any document generated by the Platform/Services provided herein. Bonsai reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
If any provision contained in these Terms of Service is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the enforceability of the remaining provisions and portions of these Terms of Service, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable law.
Our employees, volunteers or agents are not authorized to vary these Terms of Service. No modification of these Terms shall be effective unless it is in writing and either signed by an authorized representative of Bonsai or posted on this Platform.
27. No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
You shall not assign any of the rights or obligations under these Terms without the prior written consent of Bonsai. Bonsai may at any time assign, transfer or subcontract any or all of its rights or obligations under these Terms without your consent.
29. Successors and Assigns
These Terms are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
30. Governing Law
These Terms of Service shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The parties consent to the exclusive jurisdiction of the State of California, and venue in the County of San Francisco with regard to any dispute, controversy or claim arising out of or relating to these Terms of Service, or the breach thereof and waive all rights to contest this exclusive jurisdiction and venue of such Courts.
31. No Waiver
The failure or delay of either party to exercise any right, power or privilege under these Terms of Service will not operate as a waiver thereof.
Headings are for reference purposes only and do not limit the scope or extent of such section.
33. Force Majeure
Bonsai will not be liable or responsible for any delays in service, for failing to provide its services or to operate the Platform or provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God.
All notices required or permitted to be given under these Terms of Service will be in writing and delivered to: [insert email]. All notices by Bonsai will be sent to you by email or will be conspicuously posted on the Platform.
35. Complaints - California Residents
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.
36. Entire Agreement
These Terms of Service comprise the entire agreement between you and Bonsai and supersede all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.