Legal

Terms of Service (Canada)

Bonsai provides a system for companies to manage their freelancers, which includes but is not limited to: onboarding, talent pools and sourcing, project management, invoicing and payments, and reporting. Bonsai provides a similar version of these products directly to freelancers as well, which includes but is not limited to: work contract generation and e-signing, invoicing, payments, and reporting.

SECTION 1 – SERVICES

A. About Bonsai Services

Bonsai takes the stress out of freelancing by streamlining the contracting process. Bonsai allows its users to create and customize simple, reliable contracts in minutes. To simplify document management, users can then send these contracts directly to clients for e-signing and store them in one convenient dashboard for easy access.

B. Bonsai Is Not A Law Firm And Does Not Provide Legal Advice.

Bonsai is not a law firm and does not perform services performed by an attorney. Rather, Bonsai provides an automated software solution to those who choose to prepare their own legal documents. The Services and Content provided by Bonsai do not constitute legal advice and are for your private use. Bonsai does not review the information you provide for accuracy or legal sufficiency, draw legal conclusions, provide opinions about your documents or situation, provide legal advice, or apply the law to the facts of your situation. If you need legal advice for a specific problem or in connection with a specific situation, you should consult with a qualified attorney. Bonsai, its Services, and its Content are not a substitute for legal advice from an attorney qualified to practice in an appropriate jurisdiction.

Your use of the Services does not create a solicitor-client relationship between you and Bonsai, or between you and any Bonsai employee or representative. Unless you are represented by an attorney, you represent yourself in any legal matter in which you make use of Bonsai’s Services. 

SECTION 2 – USER RESPONSIBILITIES

A. Compliance.

You, and you alone, are responsible for your use of the Services and the Content. You must use the Services and the Content in compliance with these Terms and all applicable local, provincial, federal, and international laws, rules, and regulations.

B. Use and Conduct Restriction.

You are allowed to use the Services as long as you follow Bonsai’s basic rules. If Bonsai determines that you have violated any of the rules below or elsewhere in these Terms, Bonsai has the right to terminate your use of the Services and to take other actions it deems appropriate. You agree not to: (a) distribute, license, sell, or transfer the Services, any component of the Services, such as computer code, or any Content; (b) reverse engineer, decompile, or attempt to derive the source code for underlying software or other intellectual property used to provide the Services; (c) attempt to gain unauthorized access to the Services, or to the computers, servers, and networks connected or related to the Services; (d) probe, scan, or test the vulnerability of any system or network related to the Services, or breach or circumvent Bonsai’s security measures; (e) access or search, or attempt to access or search, the Services by any means (automated or otherwise) other than through currently available, published interfaces; (f) interfere with or disrupt the Services or servers or networks connected to the Services (including by transmitting worms, viruses, spyware, malware, or other code of a disruptive nature); (g) spam, phish, pharm, pretext, spider, crawl, or scrape the Services; (h) use the Services or Content for any illegal or unauthorized purpose; (i) use the Services or Content to infringe upon or violate any intellectual property rights; (j) use the Services to harass, defame, slander, or intimidate; (k) advertise, solicit, or transmit advertisements via the Services without Bonsai’s approval; or (l) engage in any act that Bonsai, in its sole discretion, deems to be in conflict with the spirit or intent of the Services or these Terms.

SECTION 3 – USER-GENERATED CONTENT

A. General.

Bonsai’s Services include various venues where users submit Content. For example, as part of the automated process to create documents, users provide information such as a description of the relevant project, payment terms, and other transaction-specific details. Bonsai does not take responsibility for or guarantee that any Content provided by third-party users is accurate or complete. All Content is the sole responsibility of the person who originated the Content.

B. Content Submission.

By submitting Content, you represent that your Content and its submission: (a) does not violate any laws, contractual restrictions, or other third-party rights, including copyright, trademark, privacy, personality, or other personal or proprietary right; (b) is not false, inaccurate, or misleading as far as you know; and (c) does not contain viruses, adware, spyware, worms, or other malicious code. You represent that you have all the rights, power, and authority necessary to grant the rights granted in this contract regarding Content originating with you.

C. License Grant.

You retain your rights in Content that you submit to the Services. But you grant Bonsai a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, and display that Content in any and all media or distribution methods (now known or later developed). For Content submitted by you that is solely intended to be included in an contract that you are creating, Bonsai may use that Content only to provide you with the Services. For all other Content submitted by you, Bonsai may use such Content to provide, promote, and improve the Services, subject to these Terms and applicable law. Bonsai may use, modify, and adapt this Content without compensation to you. Any feedback, comments, or suggestions you provide is entirely voluntary and Bonsai is free to use it as it sees fit and without any obligation to you.

SECTION 4 - ALL CONTENT

A. Reliance on Content.

Your use of, or reliance on, any Content is at your own risk. Bonsai takes reasonable steps to ensure that the Content that it makes available through the Services is accurate and up-to-date, but it does not endorse, support, or guarantee that such Content is complete, truthful, accurate or reliable. Bonsai is not liable for any Content (including errors or omissions in the Content), nor any loss or damages resulting from the use of, or reliance on, that Content.

Because the law is different from jurisdiction to jurisdiction, and may be subject to different interpretations by different courts, Bonsai cannot guarantee that legal documents that are created through your use of the Services will be legally effective. Further, because the law changes rapidly, Bonsai cannot guarantee that these documents are current. No general information or tool like the kind Bonsai provides can fit every circumstance. Further, the legal information related to the Services is not legal advice and is not guaranteed to be correct or up-to-date.

B. Right to Modify or Remove Content.

Bonsai has the right, but not the obligation, to review, edit, refuse to post, delete, disable access to, or otherwise make unavailable any Content, including user-generated Content, without notice and for any reason.

SECTION 5 – INVOICING SERVICES

A. Invoicing Tool.

As part of its Services, Bonsai offers an invoicing tool that allows its users to invoice, pay, and receive payment from other users and third parties. This tool is an optional part of Bonsai’s platform. All payments made or received through it are processed by Stripe, a third-party payment processor, and Bonsai is entitled to a processing fee for each such transaction. This fee is subtracted from the total amount charged, prior to distribution. By using Bonsai’s invoicing tool (either to send or to receive payment), you are expressly authorizing Stripe to charge the payment method for the authorized amount and to distribute the applicable processing fee to Bonsai. Bonsai is not a party to the underlying transactions and bears no responsibility or liability related to them.

B. Stripe.

We are not a bank, a money services business, or a payment processor. Payments are processed through Stripe, a provider of payment services. Bonsai collects and relays information, generated in connection with your accepted card payment, to Stripe.

Your relationship with Stripe is separate from your relationship with Bonsai and is governed by Stripe's terms of service. You must sign up for an account with Stripe and agree to abide by Stripe's Terms of Service, located at https://stripe.com/terms. Please review those terms carefully and make sure you understand and agree to them.

Bonsai is not responsible for anything regarding Stripe. You are responsible for all transactions processed via Stripe. We are cannot and will not be liable for loss or damage from errant or invalid transactions processed via Stripe. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed by Stripe.

C. 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 Stripe may collect additional payment, billing, and bank information that Stripe requires to process the transaction. This payment information is used only to complete authorized transactions and is subject to Stripe’s terms of services and privacy policy. 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.

D. Payment Destination

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 our Terms and will result in your account being terminated.

SECTION 6 – BONSAI’S RIGHTS

All right, title, and interest in and to the Services and Content (excluding Content provided by users and other intellectual property owned by third parties) are Bonsai’s exclusive property. The Services and Content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Such Content is proprietary to Bonsai or used consistent with the owner’s permission or applicable law or regulation. Nothing in the Terms gives you a right to use Bonsai’s name, or any of Bonsai’s trademarks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Bonsai herein are specifically reserved.

SECTION 7 – YOUR LICENSE TO USE THE SERVICES

Bonsai gives you a personal, limited, revocable, non-transferrable, and non-exclusive license to use its Content, software, patented or proprietary protocol, and other proprietary material that Bonsai provides to you as part of the Services. 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. You agree not to use the Services or Content for any other purpose. You may keep, for your own personal records, electronic and physical copies of documents you have created through the Services. You may not copy the Content for use or sale outside of Bonsai. Resale or unauthorized distribution of Bonsai’s Content or Services is strictly prohibited. Use of these materials is for your personal or internal business use only. Except as expressly provided by Bonsai, no Content or Services may be copied, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed.

SECTION 8 – COPYRIGHT POLICY

Bonsai reserves the right to remove Content alleged to be infringing without prior notice, at its sole discretion, and without liability to you. Bonsai will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to it. Bonsai’s designated copyright agent for notice of alleged copyright infringement is: Copyright Agent, Bonsai, PO Box 191651, San Francisco, CA 94119. [email protected]

SECTION 9 – PRIVACY

Any information that you provide to Bonsai is subject to Bonsai’s privacy policy. The privacy policy, which can be found here, is incorporated into this contract by reference. You understand that by using the Services you consent to the collection and use of your information, as detailed in that policy.

SECTION 10 – ENDING THESE TERMS

These Terms apply until you or Bonsai terminates this contract. You may end your legal contract with Bonsai by discontinuing your use of the Services and by deactivating your account, if applicable. You do not need to specifically inform Bonsai when you stop using its Services. Bonsai may cease providing you with all or part of the Services and terminate this contract at any time for any reason. This section doesn’t affect Bonsai’s rights to change, limit, or stop providing the Services without prior notice. When this contract terminates, all of the Terms terminate, except that the following sections will continue to apply: 3 (User-Generated Content), 4 (All Content), 6 (Bonsai’s Rights), 9 (Privacy), 11 (Disclaimers and Limitations of Liability), and 12 (Miscellaneous).

SECTION 11 – DISCLAIMERS AND LIMITATIONS OF LIABILITY

Please read this section carefully since it limits the liability of Bonsai, and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Bonsai Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result, the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have that may not be lawfully limited.

A. The Services are Available “As-Is”

Your use of the Services and the Content is at your own risk. You agree that the Services and Content are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE BONSAI ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COPYRIGHT OWNERSHIP, AND NONINFRINGEMENT.

The Bonsai Entities make no warranty and disclaim all responsibility and liability for: (i) the quality, completeness, accuracy, availability, timeliness, security, or reliability of the Services and the Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or Content; (iii) the deletion of, or the failure to store or to transmit, Content and other communications maintained by the Bonsai Entities; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, prompt, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Bonsai Entities or through the Services, will create any warranty not expressly made herein.

B. Links

The Services may contain links to third-party websites or resources. You agree that the Bonsai Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Bonsai Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BONSAI ENTITIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) THE SERVICES; (B) THE CONTENT; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (D) ANY ERRORS OR OMISSIONS IN THE SERVICES OR CONTENT; (E) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (F) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE BONSAI ENTITIES EXCEED THE GREATER OF $500 OR THE AMOUNT YOU PAID BONSAI, IF ANY.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE BONSAI ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BONSAI’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BONSAI ENTITIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BONSAI ENTITIES.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA (AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY), WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

D. Indemnity.

You hereby indemnify the Bonsai Entities from any claim, demand, damages, liability, expenses, and losses, including reasonable attorneys’ fees, asserted by a third party resulting from or arising out of (i) your use or misuse of the Services, the Content, or any information that you obtain from the foregoing; (ii) any breach by you of these Terms; (iii) any misrepresentation made by you in connection with this contract; and (iv) any actual or prospective transaction between you and a third party using a document that you created through the Services. Bonsai reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

SECTION 12 – MISCELLANEOUS

A. Evolving Services

Bonsai’s Services are always evolving and may change from time to time without notice. Bonsai may stop (permanently or temporarily) providing the Services (or any Services feature) to you or to users generally and may not be able to provide you with notice. Further, Bonsai may modify the Services (or any Services feature) at its sole discretion. New features will also be subject to these Terms.

B. Electronic Signatures

Bonsai enables you to use, send, and receive e-signatures. You agree to treat these signatures as originals for all purposes. Bonsai is not responsible for authenticating users’ signatures or identities.

C. Waiver and Severability

Bonsai’s failure to enforce any right or provision in these Terms is not a waiver of that right or provision. In the event that any provision of these Terms (in whole or in part) is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

D. Changes To Terms of Services

We may revise these Terms from time to time. The most current version will always be located here. If the revision, in Bonsai’s sole discretion, is material we will notify you via email to the email address associated with your account or by posting notice to the website. In consideration for using Bonsai’s Services, you agree to check back here from time to time to determine if the Terms have been revised. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

E. Controlling Law and Arbitration

The Terms and any related actions are governed by California law, without regard to or application of its conflict of law provisions or those of your state or country of residence. YOU AGREE THAT ANY CAUSE OF ACTION, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATED TO THE USE OF THIS WEBSITE, THE SERVICES, OR THE CONTENT BETWEEN BONSAI AND YOURSELF OR AS TO THE CONSTRUCTION, INTERPRETATION, AND EFFECT OF THIS CONTRACT MUST BE SUBMITTED TO ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION, IN ACCORDANCE WITH ITS APPLICABLE RULES, IN SAN FRANCISCO, CALIFORNIA. AN AWARD OF ARBITRATION MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION. You agree that you and Bonsai are each waiving the right to a trial by jury and to participate in a class action or class arbitration. The following is a list of exceptions to the foregoing dispute resolution requirements:

  1. You or Bonsai may assert claims, if they qualify, in small claims court in San Francisco, California without first engaging in arbitration.
  2. Bonsai may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any unauthorized use or abuse of the Services without first engaging in arbitration.
  3. Bonsai may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any intellectual property infringement without first engaging in arbitration.
  4. If this contract to arbitrate is found to be unenforceable, then you agree that any resulting judicial proceedings will be brought in the federal or state courts of San Francisco, California. By your use of the Services, you expressly consent to venue and personal jurisdiction of those courts.

F. Territorial Restrictions

The Services are not intended to be distributed or used by any person or entity in any jurisdiction or country where the distribution or use would be illegal. Bonsai reserves the right to limit the Services’ availability to any person, geographic area, or jurisdiction, at its sole discretion.

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.

G. Entire Contract

The Terms here (and the privacy policy, which is incorporated by reference) are the entire and exclusive contract between Bonsai and you regarding the Services (excluding any separate contract with Bonsai that is explicitly in addition or in place of these Terms). These Terms supersede and replace any prior contracts between Bonsai and you regarding the Services.

H. Binding Document.

You may use the Services only if you can form a binding contract with Bonsai. You must be at least 13 years old to use the Services. If you are over 13 and under 18, you may use the Services only if your parent or legal guardian has reviewed these Terms and agreed to them on your behalf.

I. Headings

The headings in this contract are inserted for reference only and do not limit the scope, extent, or intent of the contract or its provisions.

J. Contact Information

These Services are operated and provided by: MTB PROJECTS CORP, PO Box 191651, San Francisco, CA 94119.

Updated: 7 December 2015