THESE TERMS AND CONDITIONS (the “Terms and Conditions”) govern your access to and use of the services located at the website https://mybonsai.com/ or such other URL(s) as Bonsai, LLC, a Colorado limited liability company (“Bonsai”) may designate from time to time (the “Bonsai Exchange”). Your access to and use of the Bonsai Exchange is also subject to all terms and conditions, including restrictions, in the agreement (the “Partner Agreement”) between Bonsai and the firm or entity for which you work or are affiliated (“Partner Firm”). By accessing or using the Bonsai Exchange, you agree to these Terms and Conditions. DO NOT USE OR ACCESS THE BONSAI EXCHANGE IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS. Capitalized terms not otherwise defined below have the meanings given in Section 8 below. 

1. USE RESTRICTIONS.

You agree that it is strictly prohibited, and you will not, and will not authorize or permit any third party to do any of the following: 

(a) decompile, disassemble, decompress, reverse engineer, or otherwise attempt to derive the source code for any portion of the Bonsai Exchange or the Exchange Technology or sell, modify, reverse engineer, disassemble, decompile, frame, decrypt, decompile, modify, create derivative works of or otherwise exploit for any commercial purpose the Bonsai Exchange, the Exchange Technology, the Documentation, the Exchange Content and the Reports, or any portions thereof (including the Exchange Content and Client Information of Bonsai’s other users or any of Bonsai’s affiliated entities); 

(b) intentionally disrupt the integrity or performance of any aspect of the Bonsai Exchange or the Exchange Technology or otherwise intentionally interfere with the operation of the Bonsai Exchange’s servers or any other person’s use of the Bonsai Exchange, including, without limitation, by disrupting, spamming, hacking, spoofing, flood attacking or otherwise using abusive tactics to deter others from using the Bonsai Exchange or any of its features; 

(c) attempt to gain unauthorized access to the Bonsai Exchange or the Exchange Technology, solicit passwords from others or impersonate another user on the Bonsai Exchange, or attempt to access any Bonsai Exchange content or data not intended for you or log into a Bonsai Exchange server or account that you are not authorized to access;

(d) upload, post, email, transmit or otherwise make available restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

(e) create Internet “links” to any aspect of the Bonsai Exchange, “frame” or “mirror” all or any portion of the Bonsai Exchange on any other server or wireless or Internet-based device other than direct user access through the authorized access points, or otherwise provide or permit any other means through which any aspect of the Bonsai Exchange can be accessed or used except as directly accessed through an authorized access point; 

(f) integrate into the Bonsai Exchange any third-party services, products, or other function calls for any purpose, including but not limited to, single sign-on, data retrieval, validation or connecting to other objects; 

(g) post or transmit any file to the Bonsai Exchange or to any other user of the Bonsai Exchange which contains viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code; 

(h) falsify or delete any trademarks, copyrights, author attributions, legal or other proper notices or Proprietary Rights designations or labels stating the origin or source of any content of the Bonsai Exchange or the Exchange Technology;

(i) upload to, enter on or otherwise introduce to the Bonsai Exchange any content that would violate or infringe upon any third party’s Proprietary Rights, unless you have the permission of the owner of such rights, or any content that would violate any applicable law or regulation, including criminal laws and Privacy Laws;

(j) disobey any requirements, procedures, policies or regulations of networks connected to the Bonsai Exchange or the authorized access point which have been communicated to you in writing;

(k) attempt to harvest, scrape, copy or otherwise collect information or content from the Bonsai Exchange, retrieve or index any portion of the Bonsai Exchange or collect information about any Bonsai Exchange user for any purpose not expressly authorized in writing by Bonsai, including, without limitation, republishing the same on a third-party website, either manually or through any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, site search/retrieval applications, intelligent agents or other devices); 

(l) create accounts by automated means, including but not limited to the use of any centralized, mass-produced, computer-assisted, or computer-generated methods or under false or fraudulent pretenses; 

(m) use the Bonsai Exchange to solicit or recruit other persons to a third party’s website or service; and/or 

(n) represent to any third party that you are (or otherwise hold yourself out as being) an agent, employee, subsidiary or other affiliated entity of Bonsai. 

2. USE RULES. 

(a) No Right to Use. Bonsai is granting you access to and a limited license to use the Bonsai Exchange as an accommodation to your Partner Firm. Bonsai may suspend, limit or terminate your access to or use of the Bonsai Exchange at any time for any reason, subject only to Bonsai’s obligations to your Partner Firm under the Partner Agreement. You agree you are not a third-party beneficiary of the Partner Agreement and these Terms and Conditions create no rights on your behalf other than the limited, revocable license granted herein to use and access the Bonsai Exchange according to these Terms and Conditions.

(b) Illegal Use. You shall not use the Bonsai Exchange, Exchange Content or the Reports for any purpose that is unlawful or prohibited by these Terms and Conditions. 

(b) Feedback. If you provide Bonsai with any information and/or materials, by any means of communication, proposing or recommending changes, additions, enhancements, corrections or improvements to the Bonsai Exchange, the Exchange Technology, the Documentation, the Exchange Content, the Reports or any other intellectual property of Bonsai, including in the form of comments, suggestions, questions, designs and other similar communications (collectively, “Feedback”), you thereby grant Bonsai a worldwide, perpetual, royalty-free, fully paid up and irrevocable right and license to use, reproduce, modify, publicly display, distribute, transmit, sublicense, create derivative works from, transfer, sublicense and sell such Feedback. You agree that Feedback is not subject to any confidentiality obligations of Bonsai. 

(c) Unauthorized Access. You are solely responsible for maintaining the confidentiality and security of your user logins and passwords (“Codes”). You are responsible for the use of the Bonsai Exchange under any of your Codes, and for maintaining the confidentiality of such Codes. You agree that Bonsai will not be liable for any losses or damages that you may incur as a result of a third party accessing your account with your Codes. You further agree that you could be held liable for losses incurred by Bonsai or another party, including any insurance carrier, due to a third party using your Codes. You agree that you will be responsible for all activity in your account, whether such activity is initiated by you or any third party and Bonsai hereby specifically disclaims any and all liability for any activity in your account. You agree to notify Bonsai immediately of any unauthorized use of your Codes or any other known or suspected breach of security regarding your account or your Codes. If you violate any of the usage rules above, Bonsai may, in its sole discretion, and without limiting any of its other remedies, terminate your access and/or use the Bonsai Exchange (or any portion thereof). 

(d) Technical Requirements. You acknowledge that in order for the Bonsai Exchange to function optimally, your computer requires the technical requirements that are set forth in the Documentation.

(e) Financial Professional Information. Bonsai requests through the Bonsai Exchange that you verify your identity by providing your first and last name, state of residence, mailing address, Partner Firm name and address, phone number, email address, selected Bonsai Exchange username and password, NPN# and/or SSN# (such information, “Financial Professional Information”). The Bonsai Exchange collects and retains such Financial Professional Information. In accordance with the terms and conditions of the Partner Agreement, Bonsai uses any such Financial Professional Information provided for confirmation of your credentials, licenses and appointments, account creation, insurance product selection, submission of applications and orders, analyzing usage of the Bonsai Exchange and general Bonsai Exchange optimization. Bonsai shall not use the Financial Professional Information for any other commercial purpose and shall not sell or otherwise share the Financial Professional Information to any third party without the prior consent of the applicable Authorized User(s). Bonsai shall securely store the Financial Professional Information it retains in accordance with the terms and conditions of the Partner Agreement.

3. Modifications; Additional Features.

You acknowledge that Bonsai may change, modify or eliminate any features or functionality of the Bonsai Exchange at any time. The Bonsai Exchange may offer additional and/or improved features and functionalities from time to time, and the use of such additional and/or improved features and functionalities will be subject to these Terms and Conditions. 

4. Ownership.

(a) IP Rights. As between Bonsai and you, Bonsai or its licensors own all right, title and interest in and to the Bonsai Exchange, the Exchange Technology, the Exchange Content, the Documentation and any Third-Party Feeds that Bonsai provides, and you shall have no rights in or to the same, except as explicitly provided herein, and ownership of Client Information is set forth in the Partner Agreement. Third-Party Feeds may also contain Exchange Content. With respect to Reports, Bonsai or its licensors own the Report template and the Exchange Content contained in the Report. “BONSAI” and “BONSAI EXCHANGE” are the trademarks and logos of Bonsai. All product names, company names, marks, logos and symbols that do not belong to Bonsai are the intellectual property of their respective owners. These Terms and Conditions do not limit any rights that Bonsai or its licensors may have under trade secret, copyright, patent, trademark or other laws.

(b) Reserved Rights. These Terms and Conditions do not constitute a sale and do not convey to you any rights of ownership in or related to the Bonsai Exchange, the Exchange Technology, the Documentation, the Content, or the templates for the Reports. All rights not expressly granted by Bonsai to you under these Terms and Conditions are reserved by Bonsai. 

5. User Representations and Warranties.

You represent and warrant to Bonsai that: (i) you have obtained the Client(s)’ permission to gather and convey to Bonsai any and all Client Information that you input or download into the Bonsai Exchange, (ii) all such information is accurate and compliant with all relevant laws and regulations pertaining to your business, (iii) that you have and will continue to comply, with all applicable Privacy Laws with regard to the collection, use and processing of the same, and (iv) that you are employed by, or affiliated with, your Partner Firm. You understand and acknowledge that Bonsai is relying upon your representations and warranties in allowing you access to the Bonsai Exchange.

6. Warranty Disclaimer.

THE BONSAI EXCHANGE IS PROVIDED TO YOU “AS IS” AND BONSAI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BONSAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BONSAI MAKES NO WARRANTY OF ANY KIND THAT THE BONSAI EXCHANGE, OR ANY INFORMATION THEREON OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

7. Limitations of Liability.

SUBJECT TO THE TERMS AND CONDITIONS, BONSAI GRANTS YOU ACCESS TO THE BONSAI EXCHANGE SOLELY AS AN ACCOMMODATION TO YOUR PARTNER FIRM, AND SUBJECT TO THE TERMS AND CONDITIONS OF THE PARTNER AGREEMENT WITH YOUR PARTNER FIRM. NOTWITHSTANDING GRANTING YOU SUCH ACCESS, BONSAI DISCLAIMS ANY LIABILITY TO YOU WHATSOEVER ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE BONSAI EXCHANGE. IF, NOT WITHSTANDING THE FOREGOING, BONSAI IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU FOR ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE BONSAI EXCHANGE, BONSAI’S MAXIMUM LIABILITY SHALL BE LIMITED TO $1,000. 

8. DEFINED TERMS. 

Client” means an individual that has engaged you or your Partner Firm for the purpose of assessing and purchasing insurance products.

Client Information” means any data, information or material pertaining to a Client which is manually input or electronically added to the Bonsai Exchange by or on behalf of an Authorized User, including personally identifiable information. Client Information includes, without limitation, the Client’s name, gender, date of birth, marital status, state of residence, employment status, social security number, contract values, and insurance contract application information, answers to risk tolerance questionnaire and/or risk tolerance score, and summary of asset information (i.e., total values, asset class distributions and additional contributions). 

Content Provider means any third-party provider of Third-Party Feeds or other Exchange Content utilized by Bonsai or its licensors for the Bonsai Exchange. 

Documentation” means Bonsai’s user manuals, training materials, guides, product descriptions, product specifications, supporting materials and updates in printed or electronic form published or otherwise made available by Bonsai that relate the functional, operational and/or performance capabilities of the Bonsai Exchange.

Exchange Content” means all text, software, tools, copy, materials, information, data, and pictures, including Third-Party Feeds, that are published through the Bonsai Exchange, including, without limitation, all underlying Proprietary Rights thereto. Notwithstanding the foregoing, for the avoidance of doubt, Exchange Content excludes all Client Information.

"Exchange Technology” means, collectively, the underlying software code (including source code and object code) of the Bonsai Exchange, which may include Bonsai’s confidential information, and any and all other software, hardware, products, technical specifications, documentation, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information owed or licensed by Bonsai, including any Proprietary Rights thereto, and all modifications, ideas, enhancements, or other improvements thereto.

Privacy Laws” means all current and future U.S. federal and state privacy and data protection laws, rules and regulations applicable, by law or by contract, to the collection, use, and disclosure of Client Information, including, without limitation, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act and the FTC Privacy Rule and applicable state Privacy Laws (including the California Consumer Privacy Act of 2018 and the California Privacy Rights Act of 2020).

Proprietary Rights” means all intellectual property rights, registerable and otherwise (including without limitation all patents, trademarks, trade dress, trade names, service marks, copyrights, publicity rights, moral rights, and trade secrets) and as applicable, all registrations, renewals and extensions thereof.

Report” means the output generated by the reporting and presentation features (e.g., annuity illustrations) available through the Bonsai Exchange, including Exchange Content and Client Information. 

Third-Party Feeds” means all information, data, text, copy and materials provided by a third party as part of the Bonsai Exchange and made available to you through the Bonsai Exchange.

9. MISCELLANEOUS. 

(a) Entire Agreement. These Terms and Conditions constitute our sole and entire agreement with respect to your access to and use of the Bonsai Exchange and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Force Majeure. In no event will Bonsai be liable, or be deemed to have breached any obligation to you for any failure or delay in performance if and to the extent such failure or delay is caused by any circumstances beyond Bonsai’s reasonable control, including but not limited to acts of God, Internet disruptions, cyber-attacks, power outages or power “brown-outs,” epidemics, flood, fire, earthquake, explosion, war, terrorism, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including closures or “stay at home” orders.

(c) Amendment and Modification; Waiver. Bonsai may amend these Terms and Conditions at any time. When you access the Bonsai Exchange, you will be notified if there has been a change to these Terms and Conditions. If you do not agree with the changes, you may discontinue your use of the Bonsai Exchange. Your continued access or use of the Bonsai Exchange after such notification will constitute your consent to the changes. No waiver by Bonsai of any of the provisions of these Terms and Conditions will be effective unless explicitly set forth in writing and signed by Bonsai. Except as otherwise set forth in these Terms and Conditions, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms and Conditions so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) Governing Law. These Terms and Conditions are governed by and construed in accordance with the internal laws of the State of Colorado. You agree that any legal action or proceeding between Bonsai and you for any purpose arising from or related to the Bonsai Exchange or these Terms and Conditions, or our respective obligations hereunder, shall be resolved individually, without resort to any form of class action, exclusively in the state or federal courts located in Denver, Colorado, and you submit to the exclusive jurisdiction of the forums specified herein and waive any claim based upon improper venue.

(f) Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Bonsai in each instance. Any purported assignment or delegation in violation of this Section will be null and void. These Terms and Conditions are binding upon and inure to the benefit of the parties and their permitted successors and assigns.