These Canopy Payments Supplemental Terms of Service (the “Supplemental Terms”) constitute a binding agreement between you and Canopy Tax, Inc. (“Canopy,” “we,” or “us”) stating certain specific terms that govern your access to and use of Canopy Payments (as defined below) as part of and in connection with the Canopy Service. These Supplemental Terms, including all updates hereto, are a part of, supplement, and are incorporated by reference into the Canopy Terms of Service, available at https://www.getcanopy.com/terms-of-service (the “Terms of Service”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Terms of Service.
BY ACCESSING OR USING CANOPY PAYMENTS IN ANY MANNER, OR BY CLICKING “ACCEPT” OR “AGREE” OR OTHERWISE ACCEPTING THE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THESE SUPPLEMENTAL TERMS. CANOPY MAY REFUSE ACCESS TO THE SERVICE, INCLUDING CANOPY PAYMENTS, FOR NONCOMPLIANCE WITH ANY PART OF THE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, THESE SUPPLEMENTAL TERMS.
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CANOPY PAYMENTS.
Where expressly included in your Subscription Plan, the Services may include access to and use of Canopy’s payment processing functionality, known as “Canopy Payments,” which allows Subscribers to collect and process payments from Client Users and other Subscriber customers through the Site (“Canopy Payments”). Canopy Payments is provided through integration with a third party payment processing service, currently Adyen N.V. (the “Payment Processor”). Our choice of Payment Processor is subject to change in our discretion and, where used herein, the term “Payment Processor” shall refer to the third party payment processing service then being used by Canopy to provide Canopy Payments. In the event we elect to change Payment Processors, we will promptly notify you of the same and of any resulting updates or modifications to these Supplemental Terms. In order to ensure your continued access to Canopy Payments, you must comply (in addition to all other obligations hereunder or in the Terms of Service) with all onboarding and other instructions provided to you by Canopy or in the updated Supplemental Terms with respect to your transition to the new Payment Processor. Any failure to do so may result in the suspension or termination of your access to Canopy Payments.
- CHANGES TO THE SUPPLEMENTAL TERMS.
Canopy reserves the right to modify or change these Supplemental Terms at any time and in its sole discretion, including, without limitation, where made necessary to reflect changes to our Payment Processor or their terms and requirements. Canopy may also, at any time and in its sole discretion, modify or change any fees and other amounts charged for access to or use of Canopy Payments. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Supplemental Terms. Your continued access to and use of Canopy Payments confirms your acceptance of these Supplemental Terms and any changes or modifications made hereto. You should review these Supplemental Terms, the Terms of Service, and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and Canopy Payments.
- ONBOARDING PROCESS.
a. Onboarding. Prior to being granted any access to or use of Canopy Payments, Subscriber must complete the onboarding process, as outline on and available through the Site, including, without limitation, by providing to Canopy and/or the Payment Processor all requested information and documentation (including as may be supplementally requested from time to time). You represent, warrant, and covenant that all information and documentation so provided shall be true, accurate, current, and complete, and that you will keep all such information and documentation up to date throughout the term of your use of Canopy Payments. You expressly authorize Canopy to disclose to the Payment Processor or its agents any information or documentation you may provide to Canopy in connection with the onboarding process and/or your access to and use of Canopy Payments, and you agree to indemnify and hold Canopy harmless from and against any and all liability, claims or losses arising out of or relating to your failure to comply with this Section 3(a).
b. Payment Processor Terms. In connection with the onboarding process, you will be required to accept the Payment Processor’s general terms and conditions for access to and use of Payment Processor’s payment processing service, as well as Payment Processor’s privacy policy (collectively, the “Processor Terms”). Any access to or use of Canopy Payments is subject to, and conditioned upon your acceptance of and ongoing compliance with, the Processor Terms and Terms of Service. Without limiting the foregoing, you understand and acknowledge that the provision of payment processing services in connection with Canopy Payments will be conducted in accordance with the terms and conditions of the Processor Terms, including, without limitation, with respect to settlement of funds, deposits, and chargebacks. In the event that the agreement formed between you and the Payment Processor through your acceptance of the Processor Terms is terminated for any reason, your rights to access and use Canopy Payments shall immediately cease until such time as you have entered into a replacement agreement with the Payment Processor. You agree to comply with all the terms and provisions of the Processor Terms, and will indemnify and hold Canopy harmless from and against any and all liability, claims or losses arising out of or relating to your breach of the Processor Terms.
c. Acceptance by Payment Processor. As part of the onboarding process, the Payment Processor will review all information submitted by or with respect to an applicable Subscriber and will, in its discretion, approve or reject such Subscriber for participation in Canopy Payments. You will be promptly notified of such acceptance or rejection. If you are rejected by the Payment Processor, you will not be permitted to access or use Canopy Payments, and Canopy Payments will be removed from your Subscription. Canopy shall not be responsible to you or any third party for any rejection issued by the Payment Processor or for your inability to access or use Canopy Payments as a result thereof.
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FEES.
As consideration for Canopy’s provision of Canopy Payments, Subscriber will pay to Canopy all fees and other amounts set forth herein or in the Order, or otherwise posted to the Site with respect to Canopy Payments and including, without limitation, any refunds, chargebacks, fines, penalties, or taxes generated in connection with Subscriber transactions processed through Canopy Payments (“Canopy Payments Fees”). You agree and acknowledge that all such Canopy Payments Fees may be withheld by the Payment Processor from any settlement funds otherwise due to you with respect to processed transactions, in which case such withheld Canopy Payments Fees (or the applicable portion thereof) will be paid directly to Canopy. You hereby expressly agree to any such withholding by the Payment Processor. If any Canopy Payments Fees are not so withheld by the Payment Processor and paid directly to Canopy, Canopy shall have the right to invoice Subscriber for such Canopy Payments Fees, and Subscriber shall pay all such amounts in accordance with the payment terms set forth on the invoice.
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RESTRICTIONS.
Without limiting any other restrictions or obligations set forth in the Terms of Service, you shall (and, if you are a Subscriber, you shall ensure that your Authorized Users and Client Users): (i) use Canopy Payments in accordance with all applicable laws, rules, and regulations; (ii) refrain from using Canopy Payments with respect to the sale of any product or service that violates any applicable law or any rule of an applicable payment method provider, such as Visa, MasterCard, etc. (each, a “Payment Scheme”); and (iii) except where otherwise expressly waived by the Payment Processor in writing, refrain from using Canopy Payments with respect to the sale of any products or services listed on Payment Processor’s Prohibited and Restricted Services and Products List, currently available at https://www.adyen.com/legal/list-restricted-prohibited, as the same may be replaced or updated from time to time. You agree and acknowledge that your use of Canopy Payments may be subject to compliance with various rules established by applicable Payment Schemes, and that the violation of Payment Scheme rules may result in the levy of significant fines. Canopy recommends that you review all relevant Payment Scheme rules frequently to ensure that your operations and your use of Canopy Payments are in compliance with all such rules. You will immediately notify Canopy if you become aware and/or receive notice of potential exposure to a fine from a Payment Scheme, and you agree to provide all reasonable cooperation to Canopy and the Payment Processor in investigating and remedying any violation. You will indemnify and hold Canopy harmless from any and all liability, claims or losses arising out of or relating to your failure to comply with any Payment Scheme rules or any other violation of this Section. Without limiting any other rights Canopy may have hereunder, Canopy may suspend or terminate your access to and use of Canopy Payments for any reason, including, without limitation, for your violation or suspected violation of these Supplemental Terms.
- COMPLIANCE WITH LAW.
Subscriber is solely and exclusively responsible for its compliance with applicable laws and Payment Scheme rules in connection with its access to and use of Canopy Payments, and for all such compliance by its Authorized Users and Client Users. Without limiting the foregoing, Subscriber acknowledges that it, and not Canopy or the Payment Provider, is responsible for ensuring the legality and appropriateness of its actions and practices in connection with its use of Canopy Payments, including, without limitation, the imposition by Subscriber of any surcharges, convenience fees, service fees, and/or late fees on Client Users and other Subscriber customers.
- DATA ACCESS AND MONITORING.
Without limiting any other rights granted to Canopy under the Terms of Service, you agree that Canopy and/or the Payment Processor may use de-identified transaction-related data, with may also be aggregated data, for various purposes including, but not limited to, analyzing, tracking, and comparing transactions and other data to develop and provide insights to you and/or other customers, as well as for developing, marketing, maintaining and/or improving Canopy’s and/or the Payment Processor’s products and services. You hereby authorize Canopy to act as your representative toward the Payment Processor with respect to your use of the Payment Processor’s services, and authorized us to access and use any of your data or information processed on or through the Payment Processor’s platform. Canopy may monitor your use of Canopy Payments, including, without limitation, to confirm your compliance with these Supplemental Terms and with the Terms of Service.
