Thank You for choosing Shop Bonsai. This user agreement (“Agreement”) is a legal agreement that governs Your access to and use of the Shop Bonsai Platform and Services and Your purchase of Products made available through the Platform and is effective as of the date of You accepting this Agreement.

BY USING THE PLATFORM AND / OR AND ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE PLATFORM OR SERVICE AND MAY NOT PURCHASE PRODUCTS.

This Agreement is between 9626751 Canada Inc. ("We," "Us", "Our", “Shop Bonsai”, or “Bonsai”) and the person accessing and using this application (“You” or “User”)

”Platform” means the Shop Bonsai mobile platform available for download through the Android and Apple app stores and the website located at shopbonsai.ca.

In consideration of the mutual covenants of the parties and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, You agree with Bonsai as follows:

1. Purpose The Platform is a fashion app for millennial men which provides Users with a platform to engage with daily editorial content (“Bonsai Content”) and an ability to peruse Product Content (as defined below) and purchase products from a curated collection of brands that are promoted and offered for sale to Users through the Platform (“Products”) from Product owners (each a “Product Seller”).

2. Accounts and Passwords To access and use certain features of the Platform, including to purchase Products through the Platform, You will need to register with Us and create an account by providing Us with Your e-mail address, shipping address, telephone number, full name, credit card information (or other payment information) (“Registration Data”). If You are registering through Facebook or other social media sites, You agree to provide the necessary approvals and consents to do so. You agree that You will: (a) maintain and update such Registration Data as necessary in order to keep such information current, complete, and accurate; (b) maintain the confidentiality of any passwords or other account identifiers which You choose or that are assigned to You as a result of any registration or account creation with the Platform: and (c) be responsible for all activities that occur under such password or account. Further, You agree to immediately notify Us of any unauthorized use of Your password or account in the event that the confidentiality of Your password or Your account is compromised. Failure to comply with this Section may result in immediate termination of Your account.

3. Children The Platform and Services are not intended to be used by, and are not marketed or directed towards, children or any person under the age of 18. To use and access the Platform and Services You must be a resident of Canada or the United States and at least eighteen (18) years of age. We will not be liable for any damages that may result from misrepresentation of age by a user of the Platform.

5. Content and Trademarks Product Content: All images, photographs, graphics, data, Product Pricing, text, music, sound, video, or any other content, including warranty statements, and other information related to Products and displayed on the Platform (“Product Content”) is owned by the applicable Product Sellers or their licensors. We are not responsible for and assume no liability for Product Content, or any mistakes or issues of any nature with respect to, Product Content. All Product Content is protected by United States, Canadian, and international copyright laws.

Product Trademarks: All Product, brand and names and logos and trademarks displayed on the Platform or used in connection with the Products are the trademarks of the Product Sellers or their respective licensors (“Brand Marks”). Your display, reproduction or other use of any of any Brand Marks appearing on the Platform without the express written consent of the owner of the Brand Mark is strictly prohibited.

Bonsai Content: Bonsai Content includes all images, text, works, audio files, sounds and other content and data other than Product Content and Brand Marks that is displayed on the Platform (“Bonsai Content”). Bonsai Content is either originally developed by Bonsai or is used by Bonsai under license from third parties. Shop Bonsai is a Bonsai trademark. All Bonsai Content is protected by United States, Canadian, and international copyright laws.

Third Party Links: The Platform may contain links to third party websites. We do not endorse and are not responsible or liable for any such other websites or any content or materials thereon, including such sites’ availability, accuracy, the related content, products, or services. You are solely responsible for Your use of any such third party websites and You may be subject to any applicable third party terms and conditions.

6. Use of Platform and Content Rights: We hereby grant You, subject to the terms of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to access the Platform for the purpose of: (a) viewing Bonsai Content for Your personal, non-commercial and informational use only; (b) viewing Product Content for Your personal, non-commercial and informational use only; and (c) purchasing Products. Except for the limited licenses and rights expressly granted to You in the Agreement, this Agreement does not grant You any other right or license, whether express or implied, by estoppel, or otherwise, including in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Bonsai or any third party. We may terminate this license at any time for any reason whatsoever. We reserve all rights not expressly granted in this Agreement.

Restrictions: You agree not to: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any Product Content, Bonsai Content or Brands Marks; (b) market, sell, re-sell or make commercial use of the Platform or any Product Content, Bonsai Content or Brands Marks; (c) copy, scrape, frame or collect from the Platform any of the Product Content, Bonsai Content or Brands Marks, including through the use of any data mining, robots, or similar data gathering and extraction methods or technologies; (d) post or transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (e) to the maximum extent permitted by applicable law take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Platform or to shut down, overload or overwhelm the Platform. All rights not expressly granted to you in this User Agreement are reserved and retained by Shop Bonsai or the owners of Product Content, as the case may be.

7. Content Accuracy We strive for accuracy, however occasionally, the information on the Platform may contain typographical errors, inaccuracies, or omissions in relation to Product descriptions, pricing and availability. We apologize for such oversights. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after You have submitted an order). In the event of a pricing error on an item You have ordered, We will notify you and await Your approval of the corrected price before continuing with Your order.

8. Privacy and Security As a visitor, the Platform automatically recognizes Your Internet service provider, but You cannot be identified as an individual. For customers who make a Product purchase, We do use Your Registration Data in order to process Your purchase. We use industry-standard encryption technologies when transferring and receiving your personal information.

For more information on how We collect, use and disclose personal information, including the use of cookies and other tools on the Platform, please review our Privacy Policy at here.

You agree that Your use of the Platform and the Services is subject to the terms of our Privacy Policy which is hereby incorporated by reference into, and forms an integral part of, the Agreement.

9. Purchases and Payment Payment Processor: We have engaged a third party payment processor, currently Stripe Inc. (“Stripe”) as Our payment processor. When You place an order for Products You authorize Us to process Your payment for Products, applicable taxes and stated shipping charges though Stripe and to make adjustments to Your payment to reflect returns and other account adjustments. Stripe collects the data and personal information You submit when making a purchase through the Platform. By submitting Your personal information to Stripe, You consent to the collection, use and disclosure of such information for the purposes of processing payment and fulfilling Your Product order. Please review the Stripe privacy policy which can be found at www.stripe.com/ca/privacy or more information about how Stripe collects, uses, and discloses personal information. We shall not be responsible or liable, directly or indirectly, for any damage or loss suffered by You which is caused or alleged to be caused by or in connection with the processing of Your payment by Stripe, including the collection, use, or disclosure of personal information by Stripe as authorized herein.

Product Orders: Upon submission of a Product Order through the Platform We will notify the applicable Product Seller of the order and the Product Seller will ship the Product to You generally within 48 hours of its receipt of the order. Any stated shipping dates are estimated dates only and neither the Product Seller nor Bonsai will be liable for any failure to deliver within such period, or any other period of time.

10. Returns Return Policy: The Product return policy for all Products sold by Product Sellers through the Platform is as follows:

Merchant Product Defects – Return within 28 Days. You may returns a Product for a full refund within 28 days of Your receipt of a Product for reason of manufacturer defect. The Product Seller will pay the return shipping charges and to refund the original shipping charges paid by You.

Merchant Product Defects - Exchange. If a particular Product Seller’s warranty provides for an exchange its Product due to a manufacturer defect beyond the 28-day period specified above, then the Product Seller will be responsible to pay the return shipping charges from You to the Product Seller and the replacement shipping charges from the Product Seller to You.

Product Returns within 28 Days. Product Sellers will accept returns of a Product for a full refund within 28 days of delivery of a Product to You for any reason other than defect. We will be responsible to pay the return shipping charges in such instance.

Return Procedure: Returns are initiated in the Bonsai app. You may also contact Us at hello@shopbonsai.ca.

Refund Processing: Refunds will be processed through Stripe and credited to the account or credit card used for the original purchase.

11. Limitations and Exclusions Return Policy: The Product return policy for all Products sold by Product Sellers through the Platform is as follows:

No Warranty. YOU UNDERSTAND AND AGREE THAT THE PLATFORM, THE PRODUCT CONTENT, BONSAI CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND AS REQUIRED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY PRODUCT CONTENT OR BONSAI CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY PRODUCT CONTENT OR BONSAI CONTENT BY YOU IS YOUR SOLE RESPONSIBILITY AND LIABILITY.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL BE RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY PRODUCTS, CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE PLATFORM IS FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.

Merchant's Liability. You understand and agree that the Product Seller listed as the provider of the Products specified in Your order is: (a) solely responsible for redeeming any Product orders We submit to the Product Seller; (b) fully responsible for all Products it provides to You, and (c) solely liable for all damages or losses arising out of the Products provided.

Bonsai’s Liability. You further acknowledge and agree that none of Bonsai and its affiliates partners, officers, directors, employees, shareholders and agents (“Bonsai Parties”) are responsible for Product defects, and You release the Bonsai Parties from any and all claims for injuries, damages, liabilities and costs that You may suffer, directly or indirectly, in full or in part, as a result of Your purchase and use of any Products, your reliance on any Product or Product Content (including in respect of any errors, mistakes or inaccuracies), any failure of a Product Seller to deliver Products or otherwise relating to Products and Product Content.

General Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL THE BONSAI PARTIES BE LIABLE TO YOU, OR TO ANY OTHER PERSON, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WITHOUT LIMITATION SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES) THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH: (A) THE PLATFORM (B) ANY CONTENT (C) ANY PRODUCTS (D) ANY FAILURE TO PROVIDE, OR USE OF, OR RELIANCE ON, THE PLATFORM, ANY CONTENT OR PRODUCTS, (E) HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN OR (F) ANY ACTS, OMISSIONS OR FAILURES OF ANY THIRD PARTY, INCLUDING THE PAYMENT PROCESSOR, HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE) AND WHETHER OR NOT FORESEEABLE, EVEN IF THE BONSAI PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH LOSSES, COSTS OR DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTIONS TO JURISDICTION. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IN THE EVENT ANY OF THE FOREGOING LIMITATIONS ARE DETERMINED TO BE UNENFORCEABLE OR INVALID BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT WILL OUR LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TWENTY FIVE ($25.00) U.S. DOLLARS.

12. Indemnity You agree to indemnify, hold harmless, and defend the Bonsai Parties from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to legal fees), incurred by or made against the Bonsai Parties in connection with any claim arising from or related to: (i) Your access and use or anyone’s access and use of your account; (ii) any breach or violation of this Agreement by You or anyone utilizing Your account; (iii) Your use of the Platform.

13. Sanctions and Export Policy You may not use the Bonsai Platform if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by governments of the country where you are using the Bonsai Platform. You must comply with U.S. or other export restrictions that may apply to goods purchased by You using the Bonsai Platform. You may not use the Bonsai Platform if you are the subject of Canadian sanctions or of sanctions consistent with Canadian law imposed by governments of the country where you are using the Bonsai Platform. You must comply with Canadian or other export restrictions that may apply to goods purchased by You using the Bonsai Platform.

14. General Terms Law and Jurisdiction. The Agreement shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada. For the purpose of all legal proceedings, the Agreement shall be deemed to have been performed in the Province of Ontario, Canada and the parties hereto expressly confirm that the law of the Province of Ontario is the proper law. Any dispute, difference or question relating to or arising among any of the Parties concerning the construction, meaning, effect or implementation of this Agreement or the rights or obligations of any Party hereof will be submitted to, and settled pursuant to the Arbitration Act (Ontario) (the “Arbitration Act”) provided that: (i) any hearing in the course of the arbitration shall be held in Toronto, Ontario in the English language; (ii) the number of arbitrators shall be one; (iii) failing agreement on the selection of the arbitrator, the arbitrator shall be appointed pursuant to the Arbitration Act; (iv) the law applicable to the arbitration shall be as set forth in Section 13(c) above; (v) the arbitrator may determine all questions of law and jurisdiction (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The arbitrator shall have the right to award costs (including legal fees and the costs of the arbitration) and interest. Any award or determination of the arbitrator shall be final and binding on the Parties and no appeal will lie. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder. The United Nations “Convention Relating To A Uniform Law On The International Sale Of Goods” shall not apply.

Waiver of Jury Trial. The parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.

Waiver of Class Actions. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

Entire Agreement. This Agreement constitutes the entire and exclusive agreement between You and Bonsai with respect to the Platform and Services, and supersede and replace any other agreements, terms and conditions applicable to the Services.

Waiver. No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.

Language. It is the express wish of the parties hereto that the Agreement be drawn up in English. La volonté expresse des parties aux présentes est que ce “Agreement” soit rédigé en anglais. You and We hereby waive any right to use and rely upon any other language.

Assignment. The Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto, their respective successors and permitted assigns. You may not assign or delegate this Agreement or any of your rights in this Agreement, and any such attempt is void. Bonsai may assign this Agreement and its rights to any person without notice or consent.

Electronic Agreement. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Parties. Each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venturer or partner of the other party. Neither party by virtue of the Agreement shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding the other party.

No Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

Notice. All notices or approvals required or permitted under this Agreement will be in writing and delivered by email transmission or overnight delivery service or certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent: (i) to Bonsai at hello@shopbonsai.ca and (ii) to You at the physical or electronic email address provided by You during the merchant registration process. For notices sent by email the date of receipt will be deemed the date on which such notice is transmitted. If You have not registered We may provide notices or communications to You on the Platform and You agree that such notices shall constitute notice to You whether or not You actually access the notice.

Force Majeure. We shall not be liable for delays in or for failures to perform hereunder due to causes beyond Our reasonable control, including without limitation, acts of God, Your acts or omissions, third party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war.

Compliance with Laws. Each party agrees to fully comply with all laws applicable to their respective obligations pursuant to this Agreement.

Survival of Terms. Notwithstanding the termination or expiration of this Agreement for any reason, Sections 4, 5, 8, 11, 12 and 13 shall survive any such termination or expiration. The remaining Sections shall survive for so long as is necessary for their full observance or performance.

Interpretation. In the Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the words “including” or “include” or the phrase “e.g.” in this Agreement shall mean “including, without limitation”; (iii) the division into separate Articles, Sections and Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Addendum; (iv) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (v) if any payment is required to be made or other action is required to be taken on a day which is not a business day, then such payment or action, as the case may be, shall be made or taken on the next business day; and (vi) the parties agree that the Agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.

Modifications: We may revise this Agreement from time to time and the most current version will always be posted on the Platform. We recommend You frequently visit the Platform to monitor any changes to this Agreement. In the event of any material change to this Agreement, We will post a notice on the Platform that We have changed this Agreement. We may (but are not required to) email You to provide notice that We have changed this Agreement. We are not responsible if any email notice gets caught by your email filter and You do not see the email, if You provided us the wrong email address, if You failed to update Your email address, or if there are other Internet or communications issues that prevent Our email from reaching You. Your continued access to and use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. By continuing to access or use the Platform after changes become effective, You agree to be bound by the revised terms. If You do not agree to the revised terms, You must stop using the Platform. Any new services, content, and functionality available to You through the Services will be subject to this Agreement and any additional terms that accompany the new services, content, and functionality.

Third Party Terms and Acknowledgements This application makes use of the following third party libraries and Your use of the Platform is subject to the following:

Google

Copyright 2015 Google Inc.

Licensed under the Apache License, Version 2.0 (the "License"); You may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Facebook

Copyright (c) 2014-present, Facebook, Inc. All rights reserved.

You are hereby granted a non-exclusive, worldwide, royalty-free license to use, copy, modify, and distribute this software in source code or binary form for use in connection with the web services and APIs provided by Facebook.

As with any software that integrates with the Facebook platform, Your use of this software is subject to the Facebook Developer Principles and Policies [http://developers.facebook.com/policy/]. This copyright notice shall be included in all copies or substantial portions of the software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Others

This application may make use third party libraries which are licensed from their respective owners, under the Apache License, Version 2.0; the MIT License, or another license.

Updated March 5, 2018