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BONSAI360 TERMS OF SERVICE

Last Updated: 2026-07-16

Welcome to Bonsai360!

These Terms of Service (“Terms”) govern your use of Bonsai360, including the integrated AI-powered features and the software, content, and services offered through: our website (www.bonsai360.com) and its subdomains (the “Website”), and our mobile apps Bonsai360 for Android and iOS (the “Apps”) (all of the foregoing are collectively referred to as the “Services”).

Please read these Terms carefully before you start using the Services.

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND BONSAI360 AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BONSAI360 WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

DEFINITIONS

The following defined terms are used throughout these Terms:

“Account” means the registered account created by a Member to access and use the Services.

“Bonsai360,” “we,” “us,” or “our” refers to Markert Technologies Inc., a corporation incorporated in the State of Delaware and operating in the State of Georgia.

“Care Circle” refers to a group of trusted individuals — such as family members, caregivers, or support persons — whom a Primary Member has authorized to access designated features of that user’s Bonsai360 Account.

“COPPA Privacy Policy” means the Bonsai360 COPPA Privacy Policy available at Privacy Policy, as updated from time to time.

“Device” means any device used to access the Services, including computers, smartphones, and tablets.

“Family” refers to the Primary Member and any Dependent Member Accounts created by the Primary Member and linked to the Primary Member Account.

“Member” means a registered user of the Services who has created an account. A Primary Member is the individual over the age of 18 who established the Account and is the billing contact for the Account. If the Account includes any Dependent Member, the Primary Member must be the parent or legal guardian of such Dependent Member. A Dependent Member is an individual who was invited to join Bonsai360 by the Primary Member and whose access is paid for by the Primary Member. A Care Circle Member is a Primary Member or a Dependent Member who has been designated as part of a Care Circle.

“External User” means a third-party who has been designated as part of a Care Circle but is not otherwise a Primary Member or Dependent Member.

“Privacy Policy” means the Bonsai360 Privacy Policy available at Privacy Policy, as updated from time to time.

“Services” has the meaning given in the introduction above.

“Subscription” means a free or paid membership tier providing access to the Services, as further described in Section 2.4.

“User Content” means any content, data, text, or materials that you submit, upload, or transmit through the Services.

“you” or “your” refers to you, the user of the Services, who is agreeing to these Terms.

1. OUR SERVICES

Bonsai360 is an AI-enabled executive function support and caregiving coordination platform. It is designed to help users manage tasks, reminders, medication schedules, and self-evaluations, and to support communication between Members and their Care Circle.

1.1. Medical Disclaimer

Bonsai360 provides software and content designed to support executive function and emotional wellbeing. We are not a healthcare provider, mental health provider, or medical device provider. Our Services do not constitute medical care, mental health services, therapy, diagnosis, or any other professional health or clinical services. Only your physician or other licensed healthcare providers can provide medical or clinical advice. We make no claims, representations, or guarantees that the Services provide any therapeutic benefit. The Services depend on the accuracy and completeness of the information provided by you when configuring your Account.

The Services are not designed or intended for use in emergencies. If you believe you are experiencing a medical or mental health emergency, call 911 or go to the nearest emergency room immediately.

If you are experiencing thoughts of suicide or self-harm, or believe that you pose a danger to yourself or others, discontinue use of the Services immediately and call 911 or contact appropriate emergency services.

1.2. AI Features

Bonsai360 has integrated AI-powered functionality designed to support your executive function through conversation, task reminders, and self-evaluation prompts. You may enable or turn off the AI features when setting up your account, and thereafter you may change these settings. If you do not turn off the AI features, by using the Services, you understand and agree to the following:

  • Bonsai360 is not a person, therapist, or medical professional. Bonsai360’s responses are generated by artificial intelligence and are intended for informational and support purposes only.

  • AI-generated content may be inaccurate, incomplete, or not appropriate for your particular circumstances. You should use your own judgment when considering any information or suggestions provided by Bonsai360.

  • You should not rely on Bonsai360 for urgent matters, crisis support, or any situation requiring professional medical, mental health, or other licensed advice.

  • Your interactions with Bonsai360 may be stored and processed to operate and improve the Services, in accordance with our Privacy Policy.

  • Bonsai360 does not guarantee the accuracy, reliability, or completeness of any AI-generated content or communications.

1.3. Modifications to the Services

We reserve the right to modify or discontinue the Services, or any part of them, temporarily or permanently, with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

2. MEMBERSHIP AND SUBSCRIPTIONS

2.1. Becoming a Member

To access and use the Services, you must register for an account (“Account”) and become a Member. If you are under the age of 18, you must be invited to join as a Dependent Member by a Primary Member who is responsible for your account, and controls the permissions and settings for your account. By registering, you agree to provide accurate, current, and complete information as prompted by the registration process, and to keep that information up to date.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify us immediately of any unauthorized use of your Account or any breach of security. We are not liable for any loss or damage arising from your failure to maintain the security of your Account.

By downloading our application, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use it on your Device, solely in connection with the Services for your personal, non-commercial use, subject to these Terms.

2.2. Eligibility

If you are under the age of 18, you may only use the Services with the involvement and consent of a parent or legal guardian (“Guardian”), who agrees to these Terms on your behalf, and you are only eligible for a Dependent Member account. By registering an Account for a minor, the Guardian represents and warrants that they have read and agree to these Terms and accept full responsibility for the minor’s use of the Services, and that they have appropriate legal authority to do so.

Further, the Guardian who initiates the invitation to any user under 18 may only initiate an invitation to a person under 18 years of age if (i) the invitation is sent to join a Care Circle the inviting Guardian controls, (ii) the Guardian agrees to the data handling practices in our Privacy Policy with respect to data gathered and handled by the Services, and (iii) the Guardian has read and understands the COPPA Privacy Policy.

2.3. Care Circle Access

The Services include a “Care Circle” feature that allows a Primary Member to invite trusted individuals to access certain features of their Account in order to provide support. The following terms govern Care Circle access:

(a) Authorization. A Primary Member is solely responsible for selecting and authorizing the individuals in their Care Circle. A Primary Member may invite Care Circle Members through the Account settings at any time.

(b) Scope of Access. The Primary Member is responsible for setting the appropriate access for all Care Circle Members. Care Circle Members with standard access may view your task lists and reminders and may create or modify tasks and reminders on your behalf. Care Circle Members do not have access to a Primary Member’s Account credentials, billing information, or any account features beyond those that are explicitly authorized. Each Care Circle Member agrees to use their access solely to support the member for whom the Care Circle has been established, and not to share, reproduce, distribute, or otherwise use that member’s information for any unauthorized purpose.

(c) External User Obligations. By accepting a Care Circle invitation and accessing any part of the Services, an External User agrees to be bound by these Terms.

(d) Revocation. A Primary Member may revoke a Care Circle Member’s access to the Care Circle at any time through your Account settings. Bonsai360 is not responsible for any actions taken by a Care Circle Member prior to the effective revocation of their access.

(e) Primary Member Responsibility. Each Primary Member is responsible for the individuals they invite to a Care Circle. Bonsai360 is not liable for any misuse of your Account information by Care Circle Members.

(f) Impact of Account Suspension or Termination. If your Account is suspended or terminated for any reason, including nonpayment, Care Circle Members’ access to your Account (including any Care Circle established by you) will also be suspended or terminated at the same time.

2.4. Subscriptions

2.4.1. Subscription Tiers

During the sign-up process to become a Member, you will choose a subscription tier from the available tiers and entitlements shown on the website. You can see the pricing and entitlements of your selected tier at any time in your Account, and you can change to another tier or cancel your subscription at any time. Changing to a different tier may require payment of an additional amount.

All prices, features, promotional discounts, limited-time offers and subscription tiers are subject to change at our sole discretion. We will provide reasonable advance notice of any material changes to pricing or subscription features.

2.4.2. Maintaining a Paid Subscription

Paid subscriptions are billed on a recurring basis and processed through the App Store through which you originally subscribed. Your subscription will automatically renew at the end of each billing period unless you cancel it before the renewal date.

NOTICE REGARDING AUTOMATIC RENEWAL: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOUR DESIGNATED PAYMENT METHOD WILL BE CHARGED AT THE END OF EACH BILLING PERIOD UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. YOU MAY CANCEL AT ANY TIME THROUGH THE APP STORE WHERE YOU ORIGINALLY SUBSCRIBED. REFUNDS CANNOT BE CLAIMED FOR ANY PARTIAL SUBSCRIPTION PERIOD.

You may update your payment method through the applicable App Store at any time.

2.4.3. Payment Failures, Service Throttling, and Suspension

If we are unable to process payment for your subscription on the applicable renewal date, we will attempt to notify you by email or in-app notification. The following consequences apply in the event of nonpayment:

  • After 3 days of nonpayment: We reserve the right to throttle your access to certain paid features of the Services, reducing functionality to the Free Tier level.

  • After 7 days of nonpayment: Your paid Subscription may be suspended. You will retain access only to features available under the Free Tier, if applicable.

  • After 30 days of suspension due to nonpayment: We reserve the right to terminate your Account. We will provide notice before termination where practicable.

Care Circle Members’ access will also be suspended or terminated upon suspension or termination of your Account. Reactivation of a suspended Account may require payment of all outstanding amounts. Bonsai360 is not responsible for any loss of data, preferences, or progress during a period of suspension.

2.4.4. Refunds

All subscription fees are non-refundable. We do not provide refunds for partial subscription periods, unused features, or any other reason, except where required by applicable law. If you cancel your Subscription, you will retain access to the paid tier through the end of the then-current billing period.

3. CANCELLATION OF SERVICES

3.1. Cancellation by You

You may cancel your Account at any time by deleting your Account in the app. Account deletion is irreversible: once you delete your Account, all data associated with your use of the Services will be permanently removed. This includes the data associated with any Dependent Member on your Account, and any Care Circles or External Users associated with your Care Circles. If you have an active Subscription at the time of Account deletion, cancellation of that Subscription is effective at the end of the then-current billing period.

You may also cancel your Subscription and downgrade to the Free Tier without deleting your Account. The downgrade will take effect at the end of the current billing period.

If you subscribed through an App Store, you may also cancel by disabling automatic renewal through that App Store’s account management settings. Please follow the process outlined by the applicable App Store or Device operating system provider.

3.2. Termination by Us

We may suspend or terminate your access to the Services, with or without notice, for any of the following reasons:

  • Fraud, misrepresentation, or breach of any obligation under these Terms;

  • Nonpayment as described in Section 2.4.3;

  • Any suspected fraudulent, abusive, or illegal activity; or

  • Any other reason at our sole discretion.

Upon termination, your right to use the Services ceases immediately. We are not liable to you or any third party for any termination of your access to the Services.

4. GENERAL PRACTICES REGARDING USE AND STORAGE

We may establish practices and limits on use of the Services, including limits on the maximum period that data or other content will be retained and the maximum storage space allotted on our servers on your behalf. We have no responsibility or liability for the deletion or failure to store any data or content maintained or uploaded through the Services. We reserve the right to terminate accounts that are inactive for an extended period of time and to change these general practices and limits at any time, in our sole discretion, with or without notice.

5. DEVICES

To use Bonsai360, you must use a Device that meets certain system requirements, which may be updated from time to time and are available on our Website and the App Stores.

If you access the Services through a mobile Device, your wireless carrier’s standard charges, data rates, and other fees may apply. Downloading, installing, or using certain apps may be prohibited or restricted by your carrier, and not all apps will work with all carriers or devices.

By using the Services on a mobile Device, you agree that we may communicate with you by SMS, MMS, push notification, telephonic means or other electronic means to your Device. You may change your notification preferences at any time in your Account settings. If you authorize SMS, telephonic or text communications and later change or deactivate your mobile telephone number, you agree to promptly notify us, to ensure that messages are not sent to the person who acquires your old number.

6. PERMITTED USE

6.1. User Conduct

You are solely responsible for all User Content that you submit, upload, post, or otherwise transmit through the Services. You agree not to use the Services to:

(a) Upload any content that:

  • Infringes any intellectual property, privacy, confidentiality, or other proprietary rights of any party;

  • Contains malware, viruses, trojan horses, or other harmful or malicious code;

  • Poses a privacy or security risk to any person;

  • Constitutes unsolicited or unauthorized advertising, spam, chain letters, or pyramid schemes; or

  • Is unlawful, harmful, abusive, harassing, defamatory, obscene, or otherwise objectionable in our sole discretion;

(b) Interfere with or disrupt the Services or any servers or networks connected to the Services;

(c) Violate any applicable local, state, national, or international law or regulation, including applicable export controls;

(d) Impersonate any person or entity, or misrepresent your affiliation with any person or entity; or

(e) Resell, sublicense, or otherwise commercially exploit the Services for your own benefit.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this provision, including removing offending content, suspending or terminating the Account, and referring the matter to law enforcement authorities.

7. YOUR PRIVACY

Your use of the Services is also governed by our Privacy Policy, available at Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the data practices described in the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy, the Privacy Policy will govern with respect to privacy matters.

Bonsai360 is not designed to collect personally identifiable information beyond what is described in the Privacy Policy. You are responsible for any personal information you choose to enter into the Services.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Service Content, Software, and Trademarks

The Services contain content and features (“Service Content”) protected by copyright, patent, trademark, trade secret, and other intellectual property laws. Except as expressly authorized by Bonsai360, you may not modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Service Content, in whole or in part. You will not engage in data mining, scraping, or similar data extraction methods in connection with the Services. If we block your access to the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking. All rights not expressly granted are reserved by Bonsai360.

The technology and software underlying the Services are the property of Bonsai360, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create derivative works from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Software, or to sell, assign, sublicense, or transfer any right in the Software.

The Bonsai360 name and logo are trademarks and service marks of Bonsai360 (collectively, the “Trademarks”). Other company, product, and service names displayed via the Services may be trademarks of their respective owners. Nothing in these Terms grants any license or right to use any Trademark without our prior written permission. All goodwill generated from use of the Trademarks inures to our exclusive benefit.

8.2. Third-Party Material

We are not responsible or liable for any content or materials provided by third parties (including other users), including any errors or omissions in that content, or any loss or damage arising from reliance on it. We reserve the right (but have no obligation) to remove any content that violates these Terms or that we find objectionable in our sole discretion.

8.3. User Content Transmitted Through the Services

By uploading or submitting User Content through the Services, you represent and warrant that you own all rights in that User Content, or have the necessary licenses and permissions to grant us the rights described herein. You hereby grant Bonsai360 and our affiliated companies a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, copy, display, upload, perform, distribute, store, and modify your User Content solely in connection with operating, improving, and promoting the Services.

Any feedback, suggestions, ideas, or other information about the Services that you provide to us (“Submissions”) are non-confidential, and we may use them for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

We may preserve and disclose User Content if required to do so by law or if we reasonably believe that doing so is necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that content violates third-party rights; or (d) protect the rights, property, or safety of Bonsai360, our users, or the public.

8.4. Copyright Complaints

Bonsai360 respects the intellectual property rights of others and asks users to do the same. If you believe your work has been copied in a way that constitutes copyright infringement, please notify our Copyright Agent by email at support@bonsai360.com (Subject line: “DMCA Takedown Request”) or by mail at: 4915 Atlanta Hwy #176, Flowery Branch, GA, 30542.

To be effective, your notification must include:

  • An electronic or physical signature of the person authorized to act on behalf of the copyright owner;

  • A description of the copyrighted work you claim has been infringed;

  • A description of where the allegedly infringing material is located on the Services, with sufficient detail for us to locate it;

  • Your contact information, including address, telephone number, and email address;

  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  • A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on their behalf.

8.5. Counter-Notice

If you believe your User Content was removed in error, you may send a written counter-notice to our Copyright Agent containing:

  • Your physical or electronic signature;

  • Identification of the content that was removed and the location where it appeared before removal;

  • A statement that you have a good faith belief the content was removed by mistake or misidentification;

  • Your name, address, telephone number, and email address; and

  • A statement that you consent to the jurisdiction of the federal court for the Southern District of New York, and that you will accept service of process from the party that submitted the infringement notice.

Upon receipt of a valid counter-notice, we will forward a copy to the original complaining party. Unless the copyright owner files an action seeking a court order against the content provider, the removed content may be restored within 10 to 14 business days, at our sole discretion.

Repeat Infringer Policy: We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are repeat copyright infringers. We may also limit access to the Services for any user who infringes the intellectual property rights of others, regardless of whether there is repeat infringement.

9. THIRD-PARTY WEBSITES

The Services may provide, or third parties may provide, links or other access to third-party websites or resources on the Internet. We have no control over such sites and resources and are not responsible for them. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by your use of or reliance on any content, events, goods, or services available through any such third-party site or resource. Any dealings you have with third parties found while using the Services are between you and that third party, and Bonsai360 is not liable for any loss or claim you may have against any such third party.

10. WARRANTY, INDEMNITY, AND LIABILITY

10.1. Indemnity and Release

You agree to release, indemnify, and hold Bonsai360 and its affiliates, officers, employees, directors, and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses (including reasonable attorneys’ fees), claims, actions, and injuries (including death) arising out of or relating to: (a) your use of the Services; (b) any User Content; (c) your violation of these Terms; or (d) your violation of any rights of another person or entity. You will have no obligation to indemnify any Indemnitee for liabilities resulting from that Indemnitee’s own acts or omissions. To the fullest extent permitted by applicable law, you waive the protection of any statute or rule that limits the scope of a general release to claims of which the releasing party was aware at the time of the release.

10.2. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BONSAI360 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BONSAI360 MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BONSAI360 OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10.3. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BONSAI360 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF BONSAI360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING FROM: (I) YOUR USE OF OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.

IN NO EVENT WILL BONSAI360’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO BONSAI360 IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS.

11. DISPUTE RESOLUTION BY BINDING ARBITRATION

11.1. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Bonsai360, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than in a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Bonsai360 are each waiving the right to a trial by jury or to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

11.2. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND BONSAI360 AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BONSAI360 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

11.3. Pre-Arbitration Dispute Resolution

Bonsai360 is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly by emailing customer support at support@bonsai360.com. If such efforts are unsuccessful, a party who intends to seek arbitration must first send to the other party, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Bonsai360 should be sent to 4915 Atlanta Hwy #176, Flowery Branch, GA, 30542 (the “Notice Address”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Bonsai360 and you do not resolve the claim within sixty (60) calendar days after the Notice is received, either party may commence an arbitration proceeding. During arbitration, the amount of any settlement offer made by either party shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which either party is entitled.

11.4. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit http://www.adr.org. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that applying the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.

Unless Bonsai360 and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties cannot agree on a location, the determination shall be made by the AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

11.5. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (the “Arbitration Fees”) will be governed by the AAA Rules. If the value of the relief sought is $75,000 or less, Bonsai360 will pay all Arbitration Fees upon your request. If the value of relief sought exceeds $75,000 and you can demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees, or if the arbitrator otherwise determines that you should not be required to pay, Bonsai360 will pay your portion of such fees. In addition, if you demonstrate that the costs of arbitration will be prohibitive compared to the costs of litigation, Bonsai360 will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

11.6. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

11.7. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Section 11.2 titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term with one that is valid, enforceable, and closest to expressing the intention of the original term. This Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any provision of Section 11.2 is invalid or unenforceable, the entirety of this Arbitration Agreement shall be null and void, and the remaining provisions of these Terms will continue to apply.

11.8. Future Changes to the Arbitration Agreement

Notwithstanding any other provision of these Terms, if Bonsai360 makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending written notice to Bonsai360 within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you agree to arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms.

12. GENERAL CONDITIONS

12.1. Termination

Bonsai360 may, in its sole discretion, suspend or terminate your Account or your access to the Services, and remove or discard any content within the Services, for any reason, including for lack of use or if Bonsai360 believes you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. Bonsai360 may also, at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services may be effected without prior notice, and you acknowledge that Bonsai360 may immediately deactivate or delete your Account and all related information and files. Bonsai360 will not be liable to you or any third party for any termination of your access to the Services.

12.2. User Disputes

You are solely responsible for your interactions with any other user in connection with the Services. Bonsai360 has no liability or responsibility with respect to such interactions. Bonsai360 reserves the right, but has no obligation, to become involved in any dispute between you and any other user of the Services.

12.3. Entire Agreement

These Terms constitute the entire agreement between you and Bonsai360 and govern your use of the Services, superseding any prior agreements between you and Bonsai360 with respect to the Services. You may also be subject to additional terms and conditions that apply when you use affiliate or third-party services, content, or software.

12.4. Choice of Law and Jurisdiction

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, you and Bonsai360 agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in New York, New York.

You agree that any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form.

12.5. Modifications to These Terms

Bonsai360 reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we make a material modification to these Terms, we will post a notification on our Website or otherwise provide you with notice of the change. The date of the last modification will be posted at the beginning of these Terms. It is your responsibility to check these Terms periodically for updates. By continuing to access or use the Services after any modification takes effect, you agree to be bound by the modified Terms.

12.6. Miscellaneous

The failure of Bonsai360 to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the remaining provisions of these Terms will continue in full force and effect.

You may not assign these Terms without the prior written consent of Bonsai360, but Bonsai360 may assign or transfer these Terms, in whole or in part, without restriction. Section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via email, in-app notification, or regular mail.

13. COMMUNICATIONS AND MARKETING

During the sign-up process, you may opt in to receive occasional special offers, marketing messages, surveys, and service-related communications from Bonsai360. You may unsubscribe from marketing emails at any time by following the unsubscribe instructions in any such email, or by updating your communication preferences in your Account settings. Please note that even if you opt out of marketing communications, we may still send you transactional and service-related messages about your Account.

Bonsai360 Accounts and Subscriptions are non-transferable and may not be sold, exchanged, or assigned in any way.

QUESTIONS, CONCERNS, OR SUGGESTIONS?

Please contact us at support@bonsai360.com to report any violations of these Terms, ask questions about the Services, or share feedback. We welcome your input.