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Terms of Service

Last updated August 5th, 2025

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These Terms of Service (“Terms”) constitute a legally binding contract between you and Bonsai Technologies Inc. (“Bonsai,” “us,” “we,” or “our”) regarding your use of the Service. References to “User”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Bonsai makes available like clicking a box, creating an Account (as defined in Section 3.1), or otherwise affirmatively accepting the Agreement through another means Bonsai offer you. If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “User,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Bonsai and by you to be bound by this Agreement.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND BONSAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Bonsai Service Overview. Bonsai provides a subscription-based, software-as-a-service platform that enables individual professionals and small professional businesses to manage the full lifecycle of client work, including, but not limited to sending proposals, forms, managing projects and tasks, tracking time, sending invoices, and collecting payments, all through a single cloud interface (the “Service”).
Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. Bonsai’s competitors are prohibited from accessing the Services, except with Bonsai’s prior written consent.
Accounts and Registration.
1. Account Registration. To access the Service, you must register for an account. When you register for an account, you are required to provide us with some information about yourself, such as your name and email address. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You may not sign up for multiple accounts for the same business, nor to bypass any restrictions that are placed on your account. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@hellobonsai.com.
2. Account Reviews. We may put your account under review at any time and for any reason. An account under review may be subject to restrictions like delayed payouts, declined payments, refunds or restricted access. Upon request, you agree to provide supplemental information to Bonsai to facilitate account reviews, including but not limited to government-issued photo ID, business registration documents, financial statements, or other documents that Bonsai determines that it needs to review to manage risk. You may ask to provide these documents through third-party service providers. You agree that any information that you submit in connection with an account review will be complete, accurate, and current.
Service Fees and Payments to Bonsai. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
1. Price. Bonsai reserves the right to determine pricing for the Service, to change the fees for any feature of the Service, and to impose additional fees or charges for specific features of the Service. Bonsai will make reasonable efforts to provide you with at least 15 days advance notice of fee changes. This notice may be provided by updating our pricing page, so we encourage you to check our pricing page periodically for current pricing information. Bonsai, at its sole discretion, may make promotional offers with different features and different pricing to any of Bonsai’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
2. Authorization. You authorize Bonsai to charge all sums for the Services that you use as described in these Terms or published by Bonsai to the payment method specified in your account. You are responsible for paying all taxes applicable to your use of the Service, including sales, value-added, consumption, use, and service taxes, and authorize us to charge you for such taxes in supported geographies. If you pay any fees with a credit card, then Bonsai may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
3. Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Bonsai or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our pricing page. Your account will be charged automatically on the Subscription Billing Date and thereafter on the earlier of the renewal date of your Subscription Service or the last day of the applicable calendar month for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Bonsai or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by navigating to the subscription settings within your account settings on the Service or by contacting us at support@hellobonsai.com. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
4. Delinquent Accounts. Bonsai may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees, dispute fees, and interest incurred. You authorize Bonsai to charge any payment methods that you identify to us or that we independently identify to cover any amounts that you owe us or any chargebacks filed by your clients. If any debit entry or charge is rejected, you agree to immediately pay the amount due directly to us and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount due is paid in full. We are not responsible for any fees or charges that you or your affiliated accounts may incur from our charges, including overdraft and overlimit fees.
Service Use
1. Grant of Rights. Subject to your complete and ongoing compliance with these Terms (including any applicable Service-Specific Terms), Bonsai grants you the right to access and use the Service solely for commercial or business purposes and not for personal, household, or family use.
2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; make modifications to the Service; or interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
3. Service-Specific Terms. Additional terms and conditions apply to certain Service features and functionalities (“Service-Specific Terms”). This includes the Bonsai Payments Service Terms (including all Stripe terms incorporated therein) for all Users located in the United States, Canada, United Kingdom, and Australia. All Service-Specific Terms are incorporated into these Terms by reference. In addition, the following terms apply to the following Service functionality:
  1. Invoicing and Payments. Payments for invoices that you generate through the Services are processed through third-party payment processors that we enable you to access through the Service. If you wish to process payments through the Service using your own payment processor, you 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. 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. Bonsai may, in its sole discretion, enable, pause or disable online payment functionality on your account at any time, including to address chargebacks. You are solely responsible for complying with all applicable laws related to invoices that you issue through the Service, including those related to passing payments-related fees to your clients and charging late payments fees to your clients. 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.
  2. Electronic Signatures. The Service enables you to generate electronic signatures for contracts that you exchange through the Service. You agree that electronic signatures have the same force and effect as manual signatures. Bonsai is not responsible for authenticating any signatures generated through the Service.
4. Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Bonsai an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Ownership; Proprietary Rights. The Service is owned and operated by Bonsai. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Bonsai (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Bonsai or its third-party licensors. Except as expressly authorized by Bonsai, you may not make use of the Materials. There are no implied licenses in these Terms and Bonsai reserves all rights to the Materials not granted expressly in these Terms.
Third-Party Terms and Disputes
1. Third-Party Services and Linked Websites. Bonsai may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you hereby authorize Bonsai to transfer that information to the applicable third-party service. Third-party services are not under Bonsai’s control, and, to the fullest extent permitted by law, Bonsai is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Bonsai’s control, and Bonsai is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Bonsai will have no control over the information that has been shared.
2. Disputes. You are solely responsible for all disputes you have with third parties arising from, related to, or connected with your use of the Services, or the information, content, documents materials, products or services made available through the Services (“Disputes”). If you have a Dispute, you hereby release Bonsai 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.”
User Content
1. User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, contact information, project information, transaction details (cost, payment terms, deliverables, etc.), professional and educational background, client information, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms. Through the functionality of the Service, you can select whether your User Content is kept private to your account or shared publicly.
2. Limited License Grant to Bonsai. By Posting User Content to or via the Service, you grant Bonsai a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part. This includes the right for Bonsai to use and disclose your User Content as necessary to provide the Service (including, but not limited to, risk management activities and collections). You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Bonsai’s exercise of the license set forth in this Section.
3. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Bonsai disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
  1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Bonsai and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Bonsai, the Service, and these Terms;
  2. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or cause Bonsai to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
  3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
4. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Bonsai may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Bonsai with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Bonsai does not permit infringing activities on the Service.
5. Monitoring Content. Bonsai does not control and does not have any obligation to monitor: User Content; any content made available by third parties; or the use of the Service by its users. You acknowledge and agree that Bonsai reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Bonsai chooses to monitor the content, then Bonsai still assumes no responsibility or liability for any content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Bonsai may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.
Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
1. use the Service to manage or operate (a) businesses included in the Stripe Prohibited Business List; or (b) any other businesses that Bonsai determines are inconsistent with the nature of the Service (which is intended for use in support of professional services businesses, such as businesses providing creative services, marketing, software development, photography, consulting, accounting, engineering, IT services, architectural services, and interior design);
2. use the Service to make payments to yourself or your organization;
3. input payment information on behalf of a third party to process payments through the Service or otherwise make payments through the Service on behalf of any third party using their payment information;
4. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
5. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
6. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Bonsai;
7. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing, or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
8. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; making any unsolicited offer or advertisement to another user of the Service; collecting personal information about another user or third party without consent; or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
9. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, or accessing any other Service account without permission;
10. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials;
11. attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct); or
12. use the service in violation of our Acceptable Use Policy.
Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
Term, Termination, and Modification of the Service
1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2 (Termination).
2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Bonsai may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@hellobonsai.com.
3. Effect of Termination. Upon termination of these Terms: your license rights will terminate and you must immediately cease all use of the Service; you will no longer be authorized to access your account or the Service; you must pay Bonsai any unpaid amount that was due prior to termination; and all payment obligations accrued prior to termination and Sections 5.4 (Feedback), 6 (Ownership; Proprietary Rights), 12.3 (Effect of Termination), 13 (Indemnity), 14 (Disclaimers; No Warranties by Bonsai), 15 (Limitation of Liability), 16 (Dispute Resolution and Arbitration), and 17 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
4. Modification of the Service. Bonsai reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Bonsai will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Bonsai, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Bonsai Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers; No Warranties by Bonsai
1. YOU UNDERSTAND AND AGREE THAT BONSAI IS SOLELY A TECHNOLOGY PROVIDER AND IS NOT A LAW FIRM, AN ATTORNEY, AN ACCOUNTING FIRM, AN ACCOUNTANT, OR A FINANCIAL ADVISOR. THE SERVICES AND RELATED DOCUMENTS AND MATERIALS PROVIDED BY BONSAI DO NOT CONSTITUTE LEGAL OR FINANCIAL ADVICE AND ARE FOR YOUR PRIVATE USE. BONSAI, ITS SERVICES, AND THE CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, SUCH AS LEGAL OR ACCOUNTING ADVICE FROM A QUALIFIED ATTORNEY OR ACCOUNTANT LICENSED TO PRACTICE IN AN APPROPRIATE JURISDICTION. IF YOU NEED PROFESSIONAL ADVICE, YOU SHOULD CONSULT WITH A LICENSED PROFESSIONAL AND SHOULD NOT RELY ON THE SERVICE OR ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
2. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BONSAI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BONSAI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND BONSAI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR BONSAI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE BONSAI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 (DISCLAIMERS; NO WARRANTIES BY BONSAI) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Bonsai does not disclaim any warranty or other right that Bonsai is prohibited from disclaiming under applicable law.
Limitation of Liability
1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BONSAI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BONSAI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
2. EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BONSAI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: THE AMOUNT YOU HAVE PAID TO BONSAI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND US$100.
3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration
1. Generally. Except as described in Section 16.2 (Exceptions) and 16.3 (Opt-Out), you and Bonsai agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
  
  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BONSAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.‍
2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: bring an individual action in small claims court; pursue an enforcement action through the applicable federal, state, or local agency if that action is available; seek injunctive relief in a court of law in aid of arbitration; or to file suit in a court of law to address an intellectual property infringement claim.
3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Bonsai Technologies Inc., Attention: Legal Department – Arbitration Opt-Out, 2261 Market Street, Suite 5896, San Francisco, CA 94114 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Bonsai receives your Opt-Out Notice, this Section 16 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 17.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Bonsai.‍
5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Bonsai’s address for Notice is: Bonsai Technologies Inc., 2261 Market Street, Suite 5896, San Francisco, CA 94114. The Notice of Arbitration must: identify the name or account number of the party making the claim; describe the nature and basis of the claim or dispute; and set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Bonsai may commence an arbitration proceeding. The payment of all fees will be governed by the AAA Rules.
6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: solely on the basis of documents submitted to the arbitrator; through a telephonic or video hearing; or by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Bonsai must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
7. Arbitration Relief. Except as provided in Section 16.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Bonsai before an arbitrator was selected, Bonsai will pay to you the higher of: the amount awarded by the arbitrator and US$5,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator‘s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
8. No Class Actions. YOU AND BONSAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
9. Modifications to this Arbitration Provision. If Bonsai makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Bonsai’s address for Notice of Arbitration, in which case your account with Bonsai will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
10. Enforceability. If Section 16.8 (No Class Actions) or the entirety of this Section 16 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Bonsai receives an Opt-Out Notice from you, then the entirety of this Section 16 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17.2 (Governing Law) will govern any action arising out of or related to these Terms.
Miscellaneous
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1. General Terms. These Terms, including the Privacy Policy, the Service-Specific Terms, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Bonsai regarding your use of the Service. If any provision of these Terms conflict with a provision in the Service-Specific Terms or any terms incorporated by reference into this Agreement, then except as expressly set forth in the applicable provision, the order of precedence is: (1) the Service-Specific Terms, (2) these Terms, and (3) the terms incorporated by reference into this Agreement. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Bonsai submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms.
3. Privacy Policy. Please read the Bonsai Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Bonsai Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
4. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
5. Contact Information. The Service is offered by Bonsai Technologies Inc., located at 2261 Market Street, Suite 5896, San Francisco, CA 94114. You may contact us by sending correspondence to that address or by emailing us at support@hellobonsai.com.
6. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies. If you have any questions regarding your use of the Service, please contact us at support@hellobonsai.com.
7. Publicity. You grant Bonsai a worldwide, fully-paid-up, royalty-free right and license to use your name, logo and trademarks to publicly identify you as a user of the Service and to market and promote the Service. You may terminate the foregoing license upon 30 days prior written notice to Bonsai.
8. Export Controls. You must not use or otherwise export, re-export or transfer the Services except as authorized by United States law and the laws of the jurisdiction(s) in which the Services were obtained, including by providing access to the services (a) to any individual or entity ordinarily resident in Cuba, Iran, North Korea, Syria, Russia, the Crimea, Donetsk, or Luhansk (each, a “High-Risk Jurisdiction”); or (b) to any person or entity using the Service on behalf of any individual or entity located in a High-Risk Jurisdiction. You represent as of the Effective Date and warrant during the Term that you are not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) named to a restricted person or party list of, or otherwise restricted by, the United States, United Kingdom, European Union, or United Nations, including the sanctions maintained by the US Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the US Department of Commerce; or (iii) owned or controlled by a person of entity described in (i) or (ii) above.
9. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
10. International Use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

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