Barabasi Labs SRL ("bonsai-labs.com", "us", "we", or "our") operates the website https://bonsai-labs.com (the "Service"). Welcome, and thank you for your interest in bonsai-labs.ai. These Website Terms of Service ("Terms") govern your use of our Service (defined in Section 1.1). These Terms are a legally binding contract between you and bonsai-labs.com regarding your use of the Service.

BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND bonsai-labs.com'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY bonsai-labs.com AND YOU TO BE BOUND BY THESE TERMS.

Arbitration NOTICE. Except for certain kinds of disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND bonsai-labs.com ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 14.).

1. Overview.

   1. 1.1. As used throughout these Terms, "Service" means all portions of the website located at https://bonsai-labs.com (including all related subdomains), whether public-facing or accessible behind a log-in, and all features, functionality, content, and materials available on or through such website (including the AI Platform (defined in Section 1.2) and all results or output derived from the operation or use of that platform (including AI models) except as set forth in Section 4.4)).

   2. 1.2. The Service provides you with general information about our products and services and includes a platform that is accessible through unique access credentials designed to enable users to build and deploy AI models with relative speed and ease (such platform, the "AI Platform").

   3. 1.3. Your use of the Service is subject to all additional terms applicable to specific portions or features of the Service that we may post on the Service, link to on the Service, or otherwise make available to you (collectively, the "Additional Terms"), provided that the "Additional Terms" exclude the bonsai-labs.com Privacy Policy referenced in Section 15.3. Unless the Additional Terms expressly state otherwise: (a) all Additional Terms are incorporated by this reference into these Terms as if the Additional Terms were set forth in this document; and (b) if there is any conflict or inconsistency between these Terms and any Additional Terms, then these Terms will control to the extent of such conflict or inconsistency.

2. 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) either you are at least 18 years of age or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and who will supervise your use of the Service; (b) you have not previously been suspended or removed from the Service; and (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 the authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration. To access certain features of the Service, including the AI Platform, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and any access credentials that you need to access the account, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at contact@bonsai-labs.com.

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4. Licenses.

   1. 4.1. Limited License. Subject to your complete and ongoing compliance with these Terms, bonsai-labs.com grants you, solely for your personal use, a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and worldwide license to access and use the Service solely through the permitted functionalities on the Service and for your non-commercial, informational purposes only.

   2. 4.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) commercially exploit the Service in any manner; or (d) 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, you may not use it.

   3. 4.3. Feedback. If you choose to provide input or suggestions regarding problems with or proposed modifications or improvements to any aspect of the Service ("Feedback"), then you hereby grant bonsai-labs.com an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, without any limitations, credit, or fees due to you whatsoever.

   4. 4.4. AI Platform. Notwithstanding anything in these Terms to the contrary and for the avoidance of doubt, this Section 4 does not apply to the AI Platform and any results or output derived or generated from use or operation of that platform (including any AI models). Any rights that we may grant you to the same will be set forth in the applicable Additional Terms.

5. Ownership; Proprietary Rights. The Service is owned and operated by bonsai-labs.com. 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 ("Materials") are protected by intellectual property and other laws. As between you and bonsai-labs.com, the Materials are the sole property of bonsai-labs.com. Except as expressly authorized by bonsai-labs.com, you may not make use of the Materials. bonsai-labs.com reserves all rights to the Materials not granted expressly in these Terms.

6. Third Party Terms. The Service may contain links to other websites or online properties that are not owned or controlled by bonsai-labs.com (collectively, "External Sites"). The content of External Sites is not developed or provided by bonsai-labs.com. bonsai-labs.com is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. If you decide to access any External Sites, you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.

7. Prohibited Conduct. WITHOUT LIMITING ANY OTHER TERMS OF THESE TERMS, WHEN USING THE SERVICE, YOU AGREE NOT TO:

   1. a. Violate any local, state, national, or international law, or any third-party rights;

   2. b. Interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content or materials; or (ii) 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;

   3. c. Interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

   4. d. Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission; or

   5. e. Attempt to do any of the acts described in this Section 7 or assist or permit any party in engaging in any of the acts described in this Section 7.
      You agree to confirm that you have obtained explicit written permission from all contacts you import for outreach via artificial and pre-recorded voice calls. You also agree to comply with all relevant regulations and guidelines under the TCPA, TSR, and other applicable laws in your communications with these contacts.

8. Notice and Procedure for Making Claims of Intellectual Property Infringement. bonsai-labs.com respects the intellectual property of others and takes the protection of intellectual property very seriously. If you believe that any materials made available on the Service have been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send an email to contact@bonsai-labs.com. Any notice alleging that materials on the Service infringe intellectual property rights must include the following information:

   1. 8.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the right being infringed;

   2. 8.2. A description of the intellectual property that you claim has been infringed;

   3. 8.3. A description of the material that you claim is infringing and where it is located on the Service;

   4. 8.4. Your address, telephone number, and email address;

   5. 8.5. A statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the owner of the right being infringed, its agent, or the law; and

   6. 8.6. A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

9. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

10. Term, Termination, and Modification of the Service.

    1. 10.1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, whichever occurs first, and end when terminated as described in Section 10.2.

    2. 10.2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminates. In addition, bonsai-labs.com 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. You may terminate your account and these Terms at any time by contacting customer service at contact@bonsai-labs.com or following any other procedures pursuant to the functionalities and/or information available on the Service.

    3. 10.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) all terms and provisions in these Terms (including the provisions and terms above that appear before Section 1) except for Section 4.1 will survive.

    4. 10.4. Modification of the Service. bonsai-labs.com reserves the right to modify or discontinue the Service at any time, temporarily or permanently, without notice to you. bonsai-labs.com will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

11. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify bonsai-labs.com and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against every claim brought or threatened by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) 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.

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12. Disclaimers; No Warranties. WITHOUT LIMITING ANY OTHER TERMS IN THIS DOCUMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW:

THE SERVICE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. bonsai-labs.com AND ITS CURRENT AND FUTURE AFFILIATES (COLLECTIVELY, THE "bonsai-labs.com entities") DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE bonsai-labs.com ENTITIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND THE bonsai-labs.com ENTITIES DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

THE bonsai-labs.com ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE OF ANY KIND THAT MAY RESULT FROM THE SERVICE OR YOUR DEALING WITH ANY OTHER SERVICE USER.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE bonsai-labs.com 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, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY bonsai-labs.com entity HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE bonsai-labs.com entities TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

14. Miscellaneous.

    1. 14.1. General Terms. These Terms, together with the Additional Terms, are the entire and exclusive understanding and agreement between you and bonsai-labs.com regarding your use of the Service. 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 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," and references to "Section" means Sections in these Terms. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    2. 14.2. Governing Law. These Terms are governed by the laws of Romania without regard to conflict of law principles. You and bonsai-labs.com submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Targu Mures, Romania, for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Targu Mures, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

    3. 14.3. Privacy Policy. Please read the bonsai-labs.com Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information.

    4. 14.4. 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. 14.5. Contact Information. The Service is offered by bonsai-labs.com, located in Targu Mures, Romania. You may contact us by sending correspondence to that address or by emailing us at contact@bonsai-labs.com.

    6. 14.6. 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.

APP TERMS
Effective Date: August 26, 2024