Bonsai Robotics Intelligence Solution

    Customer Terms

These Customer Terms (“Terms”) are between Bonsai Robotics Inc, dba Bonsai, a Delaware corporation with registered address at 3141 Stevens Creek Blvd #41458, San Jose, CA 95113 (“Bonsai”) and the Customer identified in the Order (“Customer”). By executing a sales order that references these Terms or otherwise accessing or using the Services (as defined below) (a “Sales Order” or “Order”), Customer agrees to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting these Terms does not have such authority, or does not agree with these terms and conditions, such individual must not accept these Terms and may not access the Services. These Terms are effective between Bonsai and Customer as of the date of Customer’s acceptance of these Terms (the “Effective Date”).

1. Overview; Certain Definitions; Ordering Process. 

1.1 Overview; Certain Definitions. These terms relate to Bonsai’s delivery of the following: (a) vision-based automation and autonomous solutions (the “Automation Services”) for use with compatible Equipment identified in the Documentation, (b) related software based services for data insights, analysis, notifications, job planning, and vehicle control (the “Analytics Services”), (c) Remote App that Users may access and use in order to access and manage certain aspects of the Services, (d) any Updates or Upgrades delivered to Customer as part of the subscription and (e) Bonsai supplied hardware components identified in an Order which are delivered for use with the Services (the “Hardware”) collectively all such items are defined herein as the “Services”. As part of the subscription to the Services, Bonsai may also deliver Support and Maintenance Services in compliance with Bonsai’s standard Support and Maintenance Policy and subject to the terms and conditions of this Agreement. Additionally, if the Sales Order identifies the professional services to be delivered (e.g. implementation, training, and/or configuration services) (“Professional Services”), then Bonsai shall deliver such Professional Services subject to the terms and conditions of this Agreement (including any applicable Work Statement) attached to the Sales Order. For clarity, no work for hire shall be provided hereunder.  The Bonsai Services (including Hardware), Support and Maintenance Services, and Professional Services shall be deemed collectively the “Bonsai Solution”. As used herein, “Equipment” means third-party supplied equipment used with the Automation Services, including as relevant farming vehicles, off-road vehicles, existing commercial fleet vehicles, and/or other third party supplied machinery which Services are intended to operate with.

1.2 Ordering Process. Services and/or Professional Services purchased shall be as stated in a Sales Order in the manner established for each of the Services. Each Sales Order will include the specific Services and/or Professional Services ordered by Customer, including, as applicable, the number of units, the scope of the Professional Services, and the time period for which such Sales Order applies.  Multiple Sales Orders referencing these Terms may apply, provided terms outlined in a Sales Order shall only apply to that Sales Order. 

2. Services. 

2.1 Permitted Use. During the period during which Customer’s subscription to access and use the Services is in effect, as identified in the applicable Sales Order (each, a “Subscription Term”), subject to Customer’s compliance with these Terms, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation and any limitations set forth in a Sales Order. The Automation Services may only be used with Equipment identified in the relevant Documentation or the Sales Order and at the Customer’s Facilities. The Hardware is provided in connection with Customer’s use of the Automation Services, but Bonsai retains title to the Hardware at all times and such Hardware shall be returned to Bonsai at the end of the subscription at Bonsai’s direction and expense.

2.2 Remote App. In connection with the Services, Bonsai may provide Customer with certain proprietary software through which Users can access and use a Service (“Remote App”). To the extent Bonsai provides access to the Remote App, during the Subscription Term, subject to Customer’s compliance with these Terms, the then-current version of Bonsai’s usage guidelines and standard technical documentation for the Services, the current version of which are at https://www.bonsairobotics.ai/ (the “Documentation”), and any limitations set forth in a Sales Order, Bonsai grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable right and license for each User to: (a) access the Remote App on supported remote devices as described in the Documentation; and (b) use the Remote App for the sole purpose of accessing and using the applicable Service. 

2.3 Users. Only employees or contractors of Customer that Customer allows to use the Services on Customer’s behalf (“Users”), using the mechanisms designated by Bonsai (“Log-in Credentials”), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible and liable for its Users’ compliance with these Terms and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Bonsai’s breach of these Terms). Customer will promptly notify Bonsai if it becomes aware of any compromise of any Log-in Credentials. Bonsai may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Log-in Credentials in connection with Bonsai’s provision of the Services, to perform hereunder or as reasonably necessary for Bonsai’s lawful internal business purposes. 

2.4 Registration; Access and Credentials. To access and use the Services, Customer Users must register an account and provide Bonsai with certain information (such as identification or contact details). Customer must ensure that its Users provide accurate, current, and complete information and that Users maintain appropriate password security and confidentiality. Customer is responsible for the actions of anybody using Customer Long-In Credentials. Any web-based agreements which a User must assent to as part of this registration of an account shall have no effect and shall be replaced with these Terms.  

2.5 Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users); (b) use a Service on behalf of, or to provide any product or service to, third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by Law (and then only with prior notice to Bonsai); (e) modify or create derivative works of a Service or copy any element of a Service (other than authorized copies of the Remote App); (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; or (k) access or use a Service in a manner that violates any Law. Additionally, Customer must not use a Service with any information that permits the identity of an individual to whom the information applies to be inferred by either direct or indirect means (“PII”), or for activities where use or failure of a Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control (“High Risk Activities”). Customer acknowledges that the Services are not intended to meet any legal obligations for these uses. Notwithstanding anything else in these Terms, Bonsai has no liability for PII, or use of a Service for High-Risk Activities.

3. Support.

As part of the purchase of the subscription to the Services, and in addition to the delivery of the Services, Bonsai shall deliver support and maintenance services (“Support and Maintenance Services”) in accordance with Bonsai’s then standard support policy (“Support and Maintenance Policy”) which can be found at https://bonsairobotics.ai/wp-content/uploads/2025/12/BONSAI-ROBOTICS-Support-and-Maintenance-Policy-10.30.25-UPDATED.pdf.  Customer shall be entitled to receive Support and Maintenance Services in accordance with the requirements outlined in the Support and Maintenance Policy (which is hereby incorporated by reference herein).  Bonsai may make changes to its Support and Maintenance Policy with thirty (30) days’ notice to Customer (via email or the web portal or otherwise), provided such change is in connection with a standard change made to its then-current Support and Maintenance Policy and there is no material degradation of the support offering. For clarity, such support does not apply to the Equipment. 

4. Updates; Upgrades.

Users will be given access to any updates, modifications, or bug fixes to the Services or Documentation that Bonsai generally makes available to other subscribers of the Services free of additional charge (“Updates”). Customer shall not intentionally deny Updates or connectivity to the Service or ignore known failures of the relevant portions of the Bonsai Solution to update or connect.  Additionally, Customer shall ensure that any Updates provided by Equipment manufacturer that are delivered to ensure continued compatibility of the Equipment with the Hardware are installed. Unless stated otherwise in a Sales Order, Bonsai will make Updates to Services as Bonsai makes them available to its customers of the applicable Services generally at no additional cost to Customer. Customer’s purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Bonsai regarding future functionality or features of the Services. From time to time, Bonsai, in its sole discretion, may make available additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services that Bonsai makes available to its customers for an additional fee (“Upgrades”) under additional or different terms. Nothing in these Terms obligates Bonsai to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in a Sales Order. 

5. Personal Data and Privacy Notice; Data. 

5.1 Privacy Notice. Bonsai’s collection and use of Personal Data shall be in compliance with Bonsai’s Privacy Notice, as may be amended from time-to-time by Bonsai and which is incorporated by reference herein, the current version of which can be viewed at https://bonsairobotics.ai/privacy/ (“Privacy Notice“) and Customer on behalf of its Users consents to collection and use outlined in the Privacy Notice.  

5.2 Use of Customer Data. Customer grants Bonsai the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from any data or information that Customer (including its Users) submits to the Services, including from Third-Party Platforms (as defined below) (“Customer Data”) only as necessary to: (i) provide any Services, Professional Services and Support and Maintenance Services; (ii) derive or generate information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as metadata, telemetry, system performance metrics, autonomy performance logs, confidence scores, navigation traces, safety-system activations, obstacle-detection signals, and similar system-generated information, including technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data (“Usage Data”); (iii) create and compile Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer identifies Customer or a specific individual (“Aggregated Data”); (iv) train, fine-tune, enhance and/or improve Bonsai’s solutions including algorithms, machine-learning models, and artificial intelligence systems for creating and developing new features, analytics, and enhancements to the Bonsai products and services, and for generating aggregated and de-identified data sets for benchmarking, analytics, and product improvement; (v) as otherwise required by all applicable relevant local, state, federal and international laws, regulations, legislation, act, and conventions, including those related to data privacy and data transfer, international communications, and export of data (“Laws”); and/or (vi) as agreed to in writing between the parties. Customer will not provide and is prohibited from providing any PII (other than Log-In Credentials or other account access information) to Bonsai for any purpose whatsoever under these Terms or related to the Services. For clarity, and notwithstanding anything else herein, the definition of Customer Data specifically excludes Visualization Data, Usage Data or Aggregated Data. 

5.3 Usage Data; Aggregated Data. Bonsai may Process Usage Data and Aggregated Data for internal business purposes, such as to: (a) track use of Services for billing purposes; (b) provide Professional Services or support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) train, fine-tune, and improve Bonsai’s solutions including algorithms, machine-learning models, and artificial intelligence systems and to improve Services, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, forecasting, and reports. Customer will not interfere with the collection of Usage Data.

5.4 Visualization Data. Visual data, mapping, and metrics captured by the Bonsai Hardware in connection with the delivery of the Services, including for example visual outputs, feature vectors, embeddings, 2D or 3D reconstructions, maps, classification labels, object detections, semantic labels, predicted variables, and training datasets used for autonomy or machine learning (“Visualization Data”) is solely owned by Bonsai.  To the extent Customer obtains any right, title, and interest in and to the Visualization Data, Customer hereby irrevocably assigns and agrees to assign, all such right, title, and interest in and to the Visualization Data. Bonsai hereby grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable license to access, use, display, reproduce, modify, and otherwise exploit the Visualization Data solely for Customer’s internal business purposes and solely in connection with use of Services. 

6. Customer Obligations. 

6.1 Reasonable Access. Upon reasonable notice and during the Customer’s normal operating hours, Customer will permit Bonsai and its employees, subcontractors, representatives and agents (collectively, “Bonsai Personnel”), reasonable access to the Customer’s Facilities (defined below), Hardware, and Equipment in order to provide the Services, Support and Maintenance Services, and/or Professional Services.

6.2 Customer Facilities; Operating Hardware and Equipment; Customer Personnel; Access. Customer is solely responsible for the orchards, farms, and facilities which are owned, leased, controlled and/or operated by Customer and for which Customer has rights to monitor and operate (“Facilities”). Customer is solely responsibile for the operation and supervision of the Hardware and Equipment once deployed at Customer’s Facilities. Customer shall ensure that (i) the Hardware, Equipment and Facilities to which access is provided Bonsai for the purposes of performing hereunder shall be maintained in a manner compliant with relevant laws, including Occupational Health and Safety (OHS/WHS) laws. Customer is responsible and liable for Customer’s employees, subcontractors, representatives and agents (collectively “Customer Personnel”), any harm Bonsai Personnel suffers while at Customer’s Facilities, except to the extent Bonsai Personnel acted with willful misconduct, failed to comply with relevant industry safety regulations or laws, or knowingly violated Customer’s rules or policies. 

6.3 Customer Data. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the restrictions set forth in Section 2.5 when using the Services. Customer represents and warrants that it has made all required disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Bonsai to Process Customer Data set forth in these Terms without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data. 

6.4 Operational Control and Supervision; Monitoring Automation Services. Customer retains sole responsibility for the operation, supervision, and control of the Equipment and the use of Services (including Hardware) in Customer’s facilities. Customer shall ensure that appropriately trained personnel supervise operation of the Equipment and Services (including Hardware) at all times and that all applicable safety procedures, industry standards, and manufacturer instructions are followed. Customer acknowledges that the Services are intended to assist Customer operations and do not replace human judgment, supervision, or operational control. Without limiting the forgoing, the Customer understands and agrees that (a) the Services incorporate automated and semi-autonomous functions which involve inherent risks due to environmental conditions, sensor limitations, system interactions, and other factors beyond Bonsai’s control, (b) automated and semi-autonomous functions are not intended to replace human judgment or supervision; (c) Customer knowingly assumes these risks and agrees that it is responsible for implementing appropriate operational safeguards, monitoring procedures, and safety protocols when deploying the Services and Hardware in its operations; (d) Customer is solely responsible for maintaining appropriate human oversight, safety procedures, and operational controls with respect to automated and/or any semi-automated functions. 

6.5 Inherent Risk; Hazardous Operation. Customer acknowledges that the Equipment and Services involve moving mechanical components, automated decision-making, and interaction with physical environments, and may present risks of personal injury, death, or property damage when installed, configured, operated, or maintained. Customer agrees that it is solely responsible for ensuring that the Equipment and Services are used in a safe manner, in accordance with the Documentation, safety instructions, and applicable laws and industry standards. 

6.6 Regulatory Compliance and Certification.  Unless expressly stated in writing by Bonsai in the relevant Order or applicable specifications in the Documentation, the Services (including Hardware) have not been certified or approved under any specific regulatory, governmental, or industry standards. Customer acknowledges that it is solely responsible for determining the suitability of the Services for Customer’s intended use and for ensuring compliance with all applicable laws, regulations, safety standards, and permitting requirements in jurisdictions where the Services and Equipment are deployed.

6.7 Additional Responsibilities. Customer is responsible for those items listed on any Order or Work Statement as Customer obligations or responsibilities.

7. Suspension of Service.

Bonsai may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.5 (Restrictions) or Section 6 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Bonsai suspend a Service or otherwise may impose additional liability on the part of Bonsai; (d) Customer’s actions risk harm to any of Bonsai’s other customers or the security, availability, or integrity of a Service; (e) Customer resells the Hardware or Equipment with which the Services interoperate. Where practicable, Bonsai will contact Customer prior to the suspension. If the issue that led to the suspension is resolved, Bonsai will restore Customer’s access to the Service(s). 

8. Customer Systems.

Customer will provide and maintain any Customer hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services.  

9. Third-Party Platforms.

Use of any third-party platform, add-on, service, or product not provided by Bonsai that Customer elects to integrate or enable for use with any Service (each, a “Third-Party Platform”) or the Equipment is subject to Customer’s Terms with the relevant provider and not these Terms. Bonsai does not control and has no liability for Third-Party Platforms or the Equipment, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms, the Equipment, or their providers use Customer Data. By enabling a Third-Party Platform or the Equipment to interact with the Services, Customer authorizes Bonsai to access and exchange Customer Data with such Third-Party Platform or the Equipment on Customer’s behalf. The Customer is solely responsible for the purchase, maintenance, security, and operation of the Equipment. 

10. Commercial Terms.

10.1 Subscription Term. The length of each Subscription Term will be as set forth in the applicable Sales Order.  Except as set forth in a Sales Order, the Subscription Term will automatically renew for successive 12-month periods at Bonsai’s then current pricing (or pricing agreed in a new Sales Order) unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends (each a “Renewal Term”). 

10.2 Return of Hardware. Except as otherwise agreed in the relevant Sales Order, upon the expiration or termination of these Terms or of a Sales Order, Customer must, at Bonsai’s request (and cost), return all Hardware provided under these Terms to a location designated by Bonsai (with return to be arranged and reimbursed/paid for by Bonsai). 

10.3 Fees and Taxes. Fees for the Services are described in each Sales Order (“Fees”). All Fees will be paid in US dollars and are non-refundable unless otherwise provided in a Sales Order or these Terms. Fees are invoiced as described on the schedule in the Sales Order. Unless the Sales Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Bonsai’s then-current rates, regardless of any discounted pricing in a prior Sales Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as may be set out in Section 11.2 (Warranty Remedy) and Section 15.4 (Mitigation). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Sales Orders, whether domestic or foreign, other than Bonsai’s income tax (“Taxes”). Fees are exclusive of all Taxes.

11. Warranties and Disclaimers.

11.1 Limited Warranty. Bonsai warrants to Customer that (a) each of the Services will perform materially as described in its Documentation and Bonsai will not materially decrease the overall functionality of the Service (“Performance Warranty”) during a Subscription Term (“Performance Warranty Period”), and (b) the Professional Services shall be delivered in a professional manner consistent with industry practices and shall meet any requirements stated in the relevant Work Statement. 

11.2 Warranty Remedy. If Bonsai breaches the Performance Warranty during the applicable Performance Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by Bonsai within 30 days of discovering a breach of the Performance Warranty for the applicable Service(s), then Bonsai will use reasonable efforts to correct the non-conformity. If Bonsai cannot correct the non-conformity within 30 days of receipt of Customer’s warranty claim, then Customer may (a) terminate the affected Sales Order as it relates to the non-conforming Service, and (b) if warranty claim was related to Services, Bonsai will then refund to Customer any pre-paid, unused fees for the terminated portion of the applicable subscription for the balance of the Subscription Term, and (c) if warranty claim was related to Professional Services, then Bonsai will refund to Customer relevant fees paid for such non-conforming Professional Service. This Section sets forth Customer’s exclusive remedy and Bonsai’s entire liability for breach of the Performance Warranty. This warranty does not apply to the extent: (w) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (x) issues in or caused by Third-Party Platforms, the Equipment (or other third-party systems); (y) use of the applicable Service other than according to the Documentation; or (z) free or evaluation use. 

11.3 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1 (LIMITED WARRANTY), THE SERVICES, SUPPORT AND MAINTENANCE SERVICES, AND ALL OTHER BONSAI PROFESSIONAL SERVICES ARE PROVIDED “AS IS”. BONSAI, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. BONSAI DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT BONSAI WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. BONSAI IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE BONSAI’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

11.4 Disclaimers Related to Artificial Intelligence. To the maximum extent permitted by applicable Law, and notwithstanding anything otherwise expressly provided herein, Bonsai disclaims any and all liability related to the following:

(a) Use of AI; Assumption of Risk. The Analytics Services may return inaccurate information that does not accurately reflect real people, places, or facts. The Services do not provide any medical, health, safety, legal, financial, tax, accounting, or other professional advice. Prior to any use of the Automation Services, Customer and its Users will make their own determinations as to the safety, efficacy, accuracy, lawfulness, and appropriateness of the Automation Services for any given use. Customer understands that it is responsible to monitor Automation Services and Customer is ultimately responsible for all activities of the Automation Services to the fullest extent permitted by applicable laws. Customer acknowledges and agrees that (a) artificial intelligence tools are novel and experimental, and that therefore there is significant uncertainty regarding the operation of such tools, (b) Autonomy Services delivered are not fully autonomous and require human supervision and human intervention from time to time, and (c) Service performance depends on factors that may be out of the control of the provider, including environmental conditions (dust, light, terrain, weather, crop density) which can be unpredictable, and Bonsai cannot and does not warrant error free obstacle detection or navigation. CUSTOMER’S AND ITS USERS’ USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK AND UNDERSTANDING THAT THERE ARE RISKS IN RUNNING AUTONOMY SYSTEMS WHICH ARE NOT FAIL PROOF. 

(b) Regulatory Uncertainty. Artificial intelligence and autonomy are subject to many legal and regulatory uncertainties, and the Services could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit Customer’s ability to continue the use and enjoyment of the Services.

11.5 Equipment Disclaimer. BONSAI MAKES NO WARRANTIES WITH RESPECT TO THE EQUIPMENT AND  DISCLAIMS ANY AND ALL LIABILITY FOR CUSTOMER’S USE OF, OR OTHERWISE RELATED TO, THE EQUIPMENT. 

12. Term and Termination.

12.1 Term. The term of these Terms (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

12.2 Termination. Either party may terminate these Terms (including any or all Sales Orders) if: (a) the other party fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after notice; (b) the other party ceases operation without a successor; (c) the other party seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days; or (d) in accordance with any termination rights otherwise agreed by the parties herein. 

12.3 Effect of Termination. Upon expiration or termination of a Sales Order, Customer’s access to and Bonsai’s obligations to provide the Services described in the Sales Order and any Software will cease. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Services, including from Third-Party Platforms from the applicable Service using the export features described in the applicable Documentation. After that 30 day period, Bonsai will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information (as defined in Section 16), may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to the confidentiality restrictions in these Terms. 

12.4 Survival. These Sections survive expiration or termination of these Terms: 2.5 (Restrictions), 5 (Usage Data; Aggregated Data), 6 (Customer Obligations), 10.2 (Return of Hardware), 10.3 (Fees and Taxes), 11.3 (General Disclaimer), 11.4 (Disclaimers Related to Artificial Intelligence), 11.5 (Equipment Disclaimer), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), and 19 (General Terms). Except where an exclusive remedy is provided in these Terms, exercising a remedy under these Terms, including termination, does not limit other remedies a party may have. 

13. Ownership.

Neither party grants the other any rights or licenses not expressly set out in these Terms. Except as expressly provided in these Terms, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data provided to Bonsai. Except for Customer’s use rights in these Terms, Bonsai and its licensors retain all intellectual property rights and other rights in the Services (including models, model updates, improvement, and derivatives, algorithms, neural network weights, training pipelines, autonomy stacks, perception systems, SLAM maps, navigation behavior, path-planning logic, control systems, robotics software, firmware, and system architectures, including all updates, re-trainings, fine-tunings, enhancements, or improvements thereto (collectively, “Model Improvements”), results of any Support and Maintenance Services or Professional Services, as well as any software, APIs, scripts, or other code provided by Bonsai in connection with the Services in order to operate a Service, including a Remote App (collectively, the “Software”), Documentation, Usage Data, Aggregated Data, Visualization Data, and Bonsai technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Bonsai (collectively “Bonsai Intellectual Property”). To the extent Customer obtains any right, title, and interest in and to Bonsai Intellectual Property, Customer hereby irrevocably assigns and agrees to assign, all such right, title, and interest in and to the same to Bonsai.  If Customer provides Bonsai with feedback or suggestions regarding the Services or other Bonsai offerings, Bonsai may use the feedback or suggestions without restriction or obligation perpetually. 

14. Limitations of Liability.

14.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. 

14.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BONSAI PURSUANT TO THESE TERMS DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE TERMS.

14.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.5 (Restrictions) or 6 (Customer Obligations); (b) either party’s breach of Section 16 (Confidentiality) (but excluding claims relating to Customer Data); (c) amounts payable to third parties under the indemnifying party’s obligations in Section 15 (Indemnification); (d) any damages caused by the Equipment; (e) any damages caused by Customer’s failure to monitor the Automation Services in accordance with these Terms; (f) willful misconduct or fraud of a Party or its representatives, including, in the case of Customer, Customer Personnel, and in the case of Bonsai, Bonsai Personnel; or (g) claims for which liability may not be excluded under applicable law. 

14.4 Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 14.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in these Terms fails of its essential purpose.

15. Indemnification. 

15.1 Indemnification by Bonsai. Bonsai will defend and indemnify Customer from and against all claims, liabilities, loss, cost and expense (“Losses”) incurred as a consequence of a third party claim, demand, action or proceeding to the extent resulting from:(a) any actual or alleged infringement of any intellectual property rights of any third party by the Service as operated by Bonsai, when used by Customer as permitted under the applicable Sales Order and Documentation; and (b) Bonsai’s willful misconduct, fraud, reckless acts or omissions.

15.2 Indemnification by Customer. Customer will defend and indemnify Bonsai from and against any Losses arising out of any third-party claim, demand, action or proceeding to the extent resulting from (a) Customer Data, (b) Customer’s responsibilities outlined in Section 6 (Customer Obligations), or (c) Customer’s willful misconduct, fraud, or reckless acts or omissions. 

15.3 Procedures. The indemnifying party’s obligations in this Section 15 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Bonsai is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

15.4 Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Bonsai determines necessary to avoid material liability, Bonsai may at its option: (a) procure rights for Customer’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the affected Sales Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. 

15.5 Exceptions. Bonsai’s obligations in this Section 15 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by Bonsai (including Third-Party Platforms); (b) to unauthorized use of Services; (c) if Customer settles or makes any admissions about a claim without Bonsai’s prior consent; or (d)  to free or evaluation use. 

15.6 Exclusive Remedy. THIS SECTION 15 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND BONSAI’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

16. Confidentiality. 

16.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under these Terms that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Bonsai’s Confidential Information includes the terms and conditions of these Terms and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data. 

16.2 Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in these Terms, including Section 5.2 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Terms. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Bonsai is the Recipient, Bonsai may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Bonsai, the subcontractors referenced in Section 19.10), provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.

16.3 Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under these Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information. 

16.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.

17. Required Disclosures.

Nothing in these Terms prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

18. Publicity.

Neither party may publicly announce that the parties have entered into these Terms, except with the other party’s prior consent or as required by Laws. However, Bonsai may include Customer and its trademarks in Bonsai’s customer lists but will cease further use at Customer’s written request. Bonsai must obtain prior written consent to use the Customer’s name or trademarks in any Bonsai promotional materials and Customer’s consent may be revoked at any time at Customer’s sole discretion with written notice to Bonsai. 

19. General Terms.

19.1 Insurance. During the Term and for at least two (2) years thereafter with respect to any Bonsai Solutions that are in operation, Customer shall maintain, at its own expense, insurance coverage consistent with industry standards for the operation of autonomous agricultural equipment, including at minimum: Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, including products-completed operations coverage; and (b) Workers’ Compensation insurance as required by applicable law.  Such policies shall name Bonsai as an additional insured with respect to liabilities arising from Customer’s use, operation, or deployment of Services, include a waiver of subrogation in favor of Bonsai, and provide that coverage may not be cancelled without at least thirty (30) days’ prior written notice. Upon request, Customer shall provide certificates of insurance evidencing the required coverage. 

19.2 Assignment. Neither party may assign these Terms without the prior consent of the other party, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. 

19.3 Governing Law, Jurisdiction and Venue. These Terms are governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these Terms will be the state and United States federal courts located in Santa Clara County, California and both parties submit to the personal jurisdiction of those courts. 

19.4 Attorneys’ Fees and Costs. The prevailing party in any action to enforce these Terms will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.

19.5 Notices. Except as set out in these Terms, any notice or consent under these Terms must be in writing to the addresses on the first page and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in these Terms. Either party may update its address with notice to the other party. Bonsai may also send operational notices to Customer by email or through the Services. 

19.6 Entire Terms. These Terms (and the  Sales Orders executed by the parties referencing this Agreement, and Schedules (as defined below), the Bonsai Privacy Policy and the policies as Bonsai may attach to or reference in a Sales Order or these Terms  (“Policies”) is the parties’ entire agreement regarding its subject matter (hereinafter “Agreement”) and supersedes any prior or contemporaneous Terms regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. These Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same Terms. “Schedules” refers to a document referenced or attached to these Terms or Sales Order that adds and/or adjusts certain terms of the Terms as they apply to the purchase of one or more Services. Each Schedule is governed by and a part of the terms of these Terms. 

19.7 Amendments. Except as otherwise expressly stated in these terms, no variation of this Agreement will be legally binding on either party unless in writing and signed by both parties. 

19.8 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect.

19.9 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (each a “Force Majeure Event”). 

19.10 Subcontractors. Bonsai may use subcontractors and permit them to exercise Bonsai’s rights, but Bonsai remains responsible for their compliance with these Terms and for its overall performance under these Terms.

19.11 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

19.12 Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

19.13 Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

19.14 Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of these Terms and the terms of any Schedules, exhibits, attachments, addenda, Policies, and other documents attached to or incorporated by reference in these Terms, the order of precedence is as follows: (a) the terms contained in the body of these Terms; (b) the terms of the Schedules, exhibits, attachments, addenda, and Policies to these Terms; and (c) the Documentation. 

Bonsai Robotics Inc. – Confidential Information. v. 2.9.26