SocialEd, Inc. (dba Bonsai), its subsidiaries and affiliates (collectively, the "Company"), provide its content and services (the "Bonsai Platform") subject to the following terms of use (the "Terms of Use"). The Company may periodically change the Terms of Use without notice to you, so please check back from time to time. Unless explicitly stated otherwise, any new features that augment or enhance the Bonsai Platform shall be subject to these Terms of Use.
By accessing and using the Bonsai Platform, you agree to these Terms of Use. If you seek content and engagement with artists on the Bonsai Platform, you are a user (a "User"). If you provide engagement and content on the Bonsai Platform, you are an artist (a "Artist"). If you manage an Artist, day-to-day, you are a manager (a "Manager"). If you promote and represent an Artist, you are a record label ("Record Label"). Users, Artists, Managers, and Record Labels all agree to these Terms of Use.
1. Description of Service
The Company provides a platform that allows Users to engage with Artist, including for purposes of requesting and facilitating the creation of collectable audio and digital artwork (a "Bonsai"). A Bonsai may include Artist responses to User requests and questions, or other similar dialog. A Bonsai may be in any medium, including digital audio recordings with customized digital displays. A Bonsai may be transmitted and utilized on social media platforms (the "Social Media Platforms"), including Instagram, Discord, Reddit, YouTube, Snapchat, Facebook and other similar platforms. The Bonsai Platform will also have the ability to link to the Artist's Social Media Platform accounts, and catalog and analyze User interactions with the Artist on the Social Media Platforms, including for purposes of (i) collecting data and metrics useful to the Artist and Manager, (ii) using a proprietary system to analyze and rank the strength of the User's interactions with the Artist, and (iii) displaying the data and analysis on a "dashboard" type interface. (All of the services described in this paragraph, the "Services").
The Services will allow: (i) a User to make a request of an Artist over a Social Media Platform, (ii) the Artist to create a Bonsai in response to such request, (iii) the Artist to transfer the Bonsai to the User, (iv) the User and the Company to broadly share the Bonsai on the Social Media Platforms, including public postings and similar, and (v) Managers and Record Label representatives to analyze and collect data from such interactions
2. Intellectual Property Licensing
No ownership of any intellectual property is transferred on the Bonsai Platform. When an Artist creates a Bonsai for a User, Artist (and if applicable, Manager or Record Label) grants User and the Company a perpetual, fully paid, royalty-free, non-exclusive worldwide license (the "License") to use and commercialize the Bonsai in any way, including posting the Bonsai on Social Media Platforms and using the Bosai to promote the Company. If an Artist creates a Bonsai that contains any third party intellectual property, it (and if applicable, Manager or Record Label) represents that it has the rights to use the intellectual property in the Bonsai and grants User and the Company a perpetual, fully paid, royalty-free, non-exclusive worldwide sub-license (the "Sub-License") to use and commercialize the Bonsai in any way. The License and the Sub-License shall collectively be known as the "Bonsai License."
Artist (and if applicable, Manager or Record Label) understands that Bonsais are intended for use on Social Media Platforms, and are intended to be widely distributed, posted, forwarded, and otherwise sent to many subsequent transferees. Artist further grants any subsequent transferee of a Bonsai a Bonsai License.
3. License Restrictions
Users must be at least 13 years of age (or the legal age of majority under applicable law) to purchase, receive or own a Bonsai. You may not sell or transfer ownership of a Bonsai to anyone who is not at least 13 (or the legal age of majority under applicable law).
The Bonsai License will immediately and automatically terminate and revert to the Company without any notice to User, and User will have no further rights in the Bonsai, if: (i) the transfer, purchase, sale, ownership, or use of a Bonsai is illegal or in violation of applicable law, (ii) the transfer, purchase, sale, ownership, or use of a Bonsai breaches these Terms of Use, or (iii) a Bonsai is used (or permitted to be used) in any manner that disparages the Artist or the Company, its products or services, and/or a Bonsai is associated with any mark, content, intellectual property, product or service, in a manner that the Company reasonably deems objectionable.
If the Company, in its sole discretion, questions the ownership or use of a Bonsai, the Company may suspend the Bonsai License and any other rights provided by these Terms of Use, including the right to use, post and transfer a Bonsai, until such time as such issue has been resolved, as determined by the Company in its sole discretion.
Users agree they will not (and will not assist or encourage others) to do or attempt to do any of the following: (i) edit, change, or modify a Bonsai, including the sounds, tones, shapes, designs, drawings, attributes, or colors, (ii) commercialize or use a Bonsai in any way other than as expressly permitted by the Bonsai License and the Terms of Use, (iii) claim, assert, or seek to register any intellectual property rights in a Bonsai, or (iv) use a Bonsai in connection with an activity that violates applicable law , or would, in the Company's sole discretion, be reasonably considered to be immoral, deceptive, scandalous or obscene.
These restrictions will survive the expiration or termination of the licenses granted hereunder.
4. Artist Relationship with the Company
By using the Bonsai Platform, an Artist acknowledges and agrees that Artist is not a joint venturer, franchisee, partner, agent, or employee of the Company.
Artists are solely and exclusively responsible for determining the manner, method, details, and means of performance in creating a Bonsai. Artists acknowledge and agree that the Company does not control those elements of Artist's performance and creation. Artists retain the option to accept, decline, or ignore any User request. The Company has no right to, and will not control, the manner and method of accomplishing Artist's performance and creation.