2. USE OF SOFTWARE
Canopy grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws: 1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service;
3. the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS
Payment obligations: A valid credit card is required for paying accounts. The Service is billed in advance on a monthly or annual basis and is non-refundable. All contracts for Service, whether paid monthly or annually, are for a period of one year, unless the Access Fee is for more than one year or is otherwise agreed to in writing. There will be no refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. If you cancel you won’t be charged again, but you are responsible for whatever charges have already been incurred for the current billing period. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Canopy does not accept any liability for such loss. Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Canopy of any unauthorized use of Your passwords or any other breach of security and Canopy will reset Your password and You must take all other actions that Canopy reasonably deems necessary to maintain or enhance the security of Canopy’s computing systems and networks and Your access to the Services. As a condition of these Terms, when accessing and using the Services, You must: 1. not attempt to undermine the security or integrity of Canopy’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
3. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
4. not transmit, or input into the Website, any:
a. files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
b. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room, or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. Canopy is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Canopy does reserve the right to remove any communication at any time in its sole discretion.
Indemnity. You indemnify Canopy against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Canopy, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
5. INTELLECTUAL PROPERTY
General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Canopy (or its licensors).
Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Canopy Access Fee when due. You grant Canopy a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
Backup of Data: You must maintain copies of all Data inputted into the Service. Canopy adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Canopy expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data. If You enable third-party applications for use in conjunction with the Services, You acknowledge that Canopy may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Canopy shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. WARRANTIES AND ACKNOWLEDGEMENTS
Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Acknowledgement: You acknowledge that:
1.You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
2. Canopy has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
a. You are responsible for ensuring that You have the right to do so;
b. You are responsible for authorizing any person who is given access to information or Data, and you agree that Canopy has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
c. You will indemnify Canopy against any claims or loss relating to:
• Canopy’s refusal to provide any person access to Your information or Data in accordance with these Terms.
• Canopy’s making available information or Data to any person with Your authorisation.
3. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
4. Canopy does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Canopy is not in any way responsible for any such interference or prevention of Your access or use of the Services.
5. Canopy is not Your tax professional and use of the Services does not constitute the receipt of tax or legal advice.
6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
No warranties: Canopy gives no warranty about the Services. Without limiting the foregoing, Canopy does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Canopy excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Canopy’s negligence or failure to comply with these Terms, any claim by You against Canopy arising from Canopy’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
No-fault termination: These Terms will continue for the period covered by the Access Fee paid or one year, whichever is greater. At the end of each billing period these Terms will automatically renew for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party in accordance with the terms hereof. For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any Service is not made in full by the relevant due date, Canopy may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data. Accrued Rights Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will: 1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Services and the Website.
Expiry or termination: Clauses 3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Canopy. If You still need technical help, please check the support provided online by Canopy on the Website or email us at firstname.lastname@example.org. Service availability: While Canopy intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Canopy has to interrupt the Services for longer periods than Canopy would normally expect, Canopy will use reasonable endeavors to publish in advance details of such activity on the Website.