CANOPY MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

“You” as used herein means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Subscriber”), (ii) individual employees or representatives of a Subscriber who access or use the Service as an authorized user of such Subscriber (an “Authorized User”), or (iii) a person or entity, other than a Subscriber or Authorized User, to whom Subscriber provides services and who, in furtherance of and to facilitate Subscriber’s provision of such services, is designated as a “Contact” by Subscriber and permitted access to and use of certain portions or functionalities of the Service through the Client Portal (as defined herein) (a “Client User”). 

1. THE SERVICE.
   Canopy operates an online service through its website with a homepage at www.getcanopy.com, its subdomains and/or other websites, and those associated mobile or desktop applications designated by Canopy for use with such services from time to time (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included thereon (collectively, the “Service”), which service facilitates and enables the management and administration of accounting, tax and other professional services. The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined herein) selected by Subscriber, which Subscription Plan will be identified and described on an order form executed by Subscriber and Canopy and incorporating these Terms, or through such other ordering process (including via telephone, email, or online registration) as may be permitted by Canopy from time to time (an “Order”).  Canopy may choose not to accept Orders at its sole and absolute discretion.  For the avoidance of doubt, all Orders accepted by Canopy shall be subject to these Terms.

2. CHANGES TO THE AGREEMENT.
   Canopy reserves the right to modify or change these Terms, as well as the fees and other amounts charged for the Service, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Terms. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of these Terms and any changes or modifications made to the Terms. You should review these Terms 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 Service.

3. ACCESS TO THE SERVICE.

   1. Subscribers and Authorized Users.  Subject to and conditioned upon Subscriber’s compliance with the terms and conditions of these Terms, Canopy will provide to Subscriber’s Authorized Users access to and use of the Service, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period (or Trial (as defined herein), if applicable), as set forth in the Order. 

   2. Client Users. Subject to and conditioned upon Client User’s compliance with these Terms, Canopy will provide to Subscriber’s Client Users, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period (or Trial, if applicable), access to and use of those portions of the Service accessible through the Client Portal.  For purposes of these Terms, “Client Portal” shall mean the Client User-facing portion of the Site through which, after providing appropriate log-in or other credentials, a Client User may, among other things, submit or upload Client Content (as defined herein) and manage payment, communication, and other aspects of Client User’s relationship with Subscriber.  

   3. Desktop Assistant. In connection with and as a part of the rights to the Service granted to Subscriber pursuant to Section 3(a) hereof, Canopy hereby grants to Subscriber and its Authorized Users, subject to and conditioned upon Subscriber’s and such Authorized User’s compliance with these Terms and during Subscriber’s paid-up subscription period (or Trial, if applicable), a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right and license to download, install, and use, solely in connection with its other uses of the Service, Canopy’s proprietary scanning and printing application available for download at https://www.getcanopy.com/desktop-assistant (the “Desktop Assistant”). All use of the Desktop Assistant by Subscriber or any Authorized User will be subject to all terms, conditions, limitations, and restrictions otherwise applicable to the Service hereunder.

   4. 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” (“Canopy Payments”). Any access to or use of Canopy Payments by you, whether in the capacity of Subscriber, Authorized User, or Client User, shall be subject to and conditioned upon your compliance with these Terms and with the Canopy Payments Supplemental Terms of Service (the “Supplemental Payment Terms”), which are available at https://www.getcanopy.com/supplemental-terms and are incorporated herein and made a part of these Terms by reference. In accordance with Section 2 hereof, Canopy may modify the Supplemental Payment Terms at any time in its discretion, so please review the Supplemental Payment Terms frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of Canopy Payments. 
      
      

   5. Limitations. The rights granted under Section 3(a)-(d) hereof are non-exclusive, non-transferable (except in accordance with Section 20(d) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). Canopy may suspend or terminate Subscriber’s or any Authorized User’s or Client User’s access to the Service or any component thereof if Canopy reasonably determines that Subscriber or such Authorized User or Client User has violated part of these Terms. Subscriber will be liable to Canopy for any violation of these Terms by Subscriber or any Authorized User or Client User.

   6. Rights of Subscriber. As between Canopy and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User’s and Client User’s access to the Service; subject, however, to the scope and limitations of the rights granted under Sections 3(a)-(d) hereof.  Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User or Client User to the Service. If, at any time, Subscriber ceases to classify an entity or individual as an Authorized User or Client User hereunder, all rights of such person or entity to access or use the Service, including through the Client Portal (as applicable), shall immediately cease. 

    

4. USER ACCOUNTS.
   In order to access and use the Service or certain features thereof, you may be required to establish a Canopy user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account (or, if you are a Subscriber, through the User Accounts of your Authorized Users and Client Users), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Canopy of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. Where you have provided us with a cellular telephone number (or where such a number has been provided to us on your behalf), we may contact you via text message as part of our multifactor authentication process or for any other purposes set forth in our Privacy Policy. Any such communication with you via text message will be subject to the terms of the Privacy Policy and your right to opt out of further texts as set forth therein. You will cooperate fully with Canopy and take all actions that Canopy reasonably deems necessary to maintain or enhance the security of the Service, Canopy’s computing systems and networks, and your access to the Service. Canopy is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’, or Client Users’) failure to comply with this Section 4. 

5. RESTRICTIONS.
   You shall not (and, if you are a Subscriber, you shall ensure that your Authorized Users and Client Users do not): (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (v) access the Service via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (vii) make any use of, or take any other action with respect to, the Site or  Service or any component thereof in a manner that violates applicable law or any provision of these Terms.

6. CLIENT CONTENT.
   As between you and Canopy, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Content and other information, materials, or content that you (or, if you are a Subscriber, that an Authorized User or Client User) uploads, inputs, or posts, or authorizes for upload or input or posting, to or otherwise in connection with the Service.  Without limiting the generality of the foregoing, you shall not (nor, if you are a Subscriber, shall you permit any Authorized User or Client User to) upload, input or post (or authorize the upload, input or posting of) any Client Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violates any applicable law, (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge and agree that Canopy does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including Client Content) transmitted through or posted to the Site or the Service and Canopy will not be responsible for such data, information, materials, or content (including Client Content).  Notwithstanding the foregoing, however, Canopy may, at its option and in its sole discretion, remove or delete from the Site or Service any data, information, materials, or content (including any Client Content) that Canopy determines violates these Terms.  For purposes of these Terms, “Client Content” shall mean any data, materials, trademarks, logos, tradenames, or information that you upload or input (or if you are a Subscriber, that any Authorized User or Client User uploads or inputs) into or in connection with the Site or Service.

7. USER OBLIGATIONS.
   You are responsible for your (or in the case of a Subscriber, your Authorized Users’ and Client Users’) use of the Service and compliance with these Terms, and for all Client Content.  You agree to (i) obtain all third-party consents or approvals that may be necessary for the collection, use,  transmission, and uploading of Client Content or other content sent to the Service by you or on your behalf (or, in the case of a Subscriber, by or on behalf of your Authorized Users or Client Users), and (ii) comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.

8. TECHNICAL REQUIREMENTS.
   You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User or Client User) is dependent upon access to telecommunications and Internet services. You acknowledge that Canopy is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User or Client User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

9. TERM AND TERMINATION.
   These Terms shall remain in full force and effect while you use the Service. Canopy may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and Canopy reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service.

10. SUBSCRIPTIONS AND SUBSCRIPTION FEES.

    1. Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Subscriber and identified in the Order (a “Subscription Plan”). We may modify, terminate, or replace the Service or any Subscription Plan from time to time in our sole discretion and without prior notice.  You should carefully review the scope and limitations of any Subscription Plan prior to placing an order.

    2. Free Trials. If you are a Subscriber, your access to the Service pursuant to a Subscription Plan may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial.  If you receive a Trial, you may only use those portions of the Service included in your Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing the Service.  Upon the expiration of any Trial period, your access to the Service will cease, except where you have purchased and/or registered for a Subscription Plan in accordance with the terms hereof.

    3. Subscription Fees. As consideration for Canopy’s provision of the Service hereunder, Subscriber will pay to Canopy all subscription fees, implementation fees, service fees (including, without limitation, any processing or similar fees due or payable with respect to Canopy Payments) and other amounts set forth hereunder or in the Order (collectively, “Fees”). Unless otherwise established in an applicable Order, Subscriber must have a current valid credit card or other payment method acceptable to Canopy ("Payment Method") in order to access (or permit Authorized Users or Client Users to access) the Service. By providing a Payment Method to Canopy, Subscriber is expressly authorizing Canopy to charge Subscriber all Fees applicable to Subscriber’s Subscription Plan at the applicable frequency and at the then-current rate. Unless otherwise expressly established in the Order or in the Supplemental Payment Terms with respect to fees and expenses arising with respect to your access and use of Canopy Payments, the Fees applicable to Subscriber’s Subscription Plan shall be as posted at https://www.getcanopy.com/pricing as of the payment due date. Except as otherwise set forth in the Supplemental Payment Terms with respect to fees and expenses arising with respect to your access and use of Canopy Payments, Canopy will bill all applicable Fees in advance and to the Payment Method Subscriber provides during registration or in the Order (or to a different Payment Method if Subscriber advises us in writing of a change and provides an alternate, valid Payment Method). ALL FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.

    4. Renewal Terms. If you are a Subscriber, your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Subscription Plan or we terminate it. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD. 

    5. Cancelation. Unless otherwise established in an applicable Order and subject to Section 11(a) hereof, you may cancel your Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Service in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. CANOPY DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS. To cancel a Subscription Plan, please send a written cancellation request via email to Canopy at cancel@getcanopy.com, and include the phrase “CANCEL SUBSCRIPTION” in the subject line. For additional information or for assistance, please contact Canopy’s customer support team at (855)558-8407. Cancelations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 10(e).

    6. Subscription Fee Changes. Subscriber acknowledges that the amount billed each subscription period may vary due to promotional offers and/or changes made by Canopy or Subscriber to Subscriber’s Subscription Plan (including, without limitation, upgrading or downgrading). In the event of any upgrade or downgrade of Subscriber’s Subscription Plan, the Payment Method will automatically be charged the new rate for your next billing cycle. CANOPY WILL NOT PROVIDE ANY REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A  SUBSCRIPTION PLAN. Subscriber agrees and acknowledges that, in the event that Subscriber downgrades to a lesser Subscription Plan, such downgrading may result in a loss of Client Content, accessible Service features, or other changes to your User Account or access to the Service.  Subscriber expressly accepts all risk associated with any such downgrade, and acknowledges that Canopy is not and will not be responsible or liable for such Client Content losses or denigration in access. 

    7. Taxes. The fees specified in these Terms are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”).  Subscriber shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Canopy’s net income.

    8. Promotions. Canopy may offer from time to time promotions on the Site or with respect to the Service (including, without limitation, Trials) that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

     

11. DOCUMENT RETENTION; DATA USE.

    1. Canopy Obligations. Upon any termination, cancelation, or expiration of Subscriber’s Subscription Plan, Canopy will, subject to your compliance with these Terms, continue to make the Service (or limited portions thereof) available to Subscriber and its Authorized Users on an unpaid and limited basis, through Canopy’s “Freemium” Subscription Plan or such other free Subscription Plan as Canopy may designate from time to time, subject to and in accordance with all terms, conditions, and usage limitations as may be applicable to such “Freemium” or other free Subscription Plan. Notwithstanding the foregoing or anything herein to the contrary, you agree and acknowledge that Canopy is not a provider of data back-up or archiving services.  As between you and Canopy, you are solely and exclusively responsible for the backing up and archiving of all Client Content or any other of your information, data, or materials. You agree and acknowledge that any information provided by Subscriber or Client Users, such as but not limited to Client Content, is not and does not qualify as information disclosed under 26 U.S. Code § 7216 and that Canopy is in no way subject to 26 U.S. Code § 7216 or liable to Subscriber under this title. While Canopy adheres to reasonable policies and procedures intended to prevent the loss of Client Content, including a daily system back-up regime, Canopy does not make any representations, warranties or guarantees that the Client Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. CANOPY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CLIENT CONTENT.

    2. Document Retention. As between you and Canopy, you are and shall be fully and completely responsible for all document retention or other legal requirements with respect to or arising from the Client Content or your use or access to the Service.  Without limiting the generality of the foregoing, and except as expressly set forth in Section 11(a), Canopy shall have no obligation to maintain any Client Content or work product generated by or related to your use of the Service.

    3. Data Use Rights. You acknowledge that, in order for Canopy to deliver the Service at a high level of quality, Canopy requires the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary, you hereby grant to Canopy permission to use, on an aggregated and de-identified basis, any Client Content or other information that Canopy learns, acquires, or obtains in connection with these Terms, for the purposes of providing and improving the Service and Canopy’s products and services. You also grant to Canopy permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

    4. Feedback. To the extent you provide Canopy with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Canopy all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Canopy will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Canopy’s other technologies, products and services, without compensation or other obligation to you.   

     

12. PRIVACY.
    You acknowledge and agree that all information collected by Canopy is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

13. INTELLECTUAL PROPERTY.

    1. Canopy Intellectual Property. As between you and Canopy, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Canopy or its licensors.

    2. Client Content. As between you and Canopy, the Client Content, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Subscriber, Authorized User or Customer User, as the case may be. Canopy may use the Client Content only for purposes of providing services to Customer and such other purposes as are expressly authorized hereunder, including as set forth in Section 11(c) hereof.  In furtherance thereof, you hereby grant to Canopy a non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid-up license to use, copy, transmit, store, back-up, and otherwise process your Client Content for the purpose of providing the Service and related products and services to you, and for such other purposes as expressly set forth herein.

     

14. THIRD PARTY APPLICATIONS.
    The Service may contain links to or otherwise allow you to access third party applications and services (including, without limitation, in connection with any use of Canopy Payments) that are not owned or controlled by Canopy (collectively, “Third Party Services”). When you access third party websites or Third Party Services, you do so at your own risk. If you enable Third Party Services for use in conjunction with the Service, you acknowledge that Canopy may allow the providers of those Third Party Services to access Client Content as required for the interoperation of such Third Party Services with the Service. Canopy is not responsible for any disclosure, loss, alteration, destruction, damage, corruption, or deletion of any Client Content resulting from any such access by Third Party Service providers. Canopy encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Canopy has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Canopy will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

15. REPRESENTATIONS AND WARRANTIES; OTHER TERMS.

    1. Representations and Warranties. You represent, warrant, and covenant that:

       1. You are authorized to use the Service and to access all information and data (including all Client Content) that you input or import into the Service, including any such information or data inputted or imported into the Service by any person you have authorized to use the Service;
       2. You own or otherwise have any and all necessary rights in and third party consents relating to such information and data, so that Canopy’s receipt, possession, and processing of such information and data (including any Client Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;
       3. You are authorized to access the processed information and data (including Client Content) that is made available to you through your access to and use of the Service (whether that information and data is your own or that of anyone else); and
       4. If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service 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 these Terms, the Service, or the provision thereof.

        

    2. Other Terms. You acknowledge and agree that:

       1. If you access or use the Service on behalf of or for the benefit of anyone other than you (whether a body corporate or otherwise): (1) you are responsible for ensuring that you have the right to do so; and (2) Canopy has no obligation to provide any person access to any Client Content without Subscriber’s authorization and may refer any requests relating to Client Content or other information to Subscriber;
       2. Canopy is not your accountant or attorney and use of the Service does not constitute the receipt of accounting or legal advice. If you have any accounting or legal questions, please contact an accountant or attorney, as the case may be;
       3. It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable,  and is suitable for the purposes for which it is used;
       4. You remain solely responsible for complying with all applicable accounting, tax, and other laws. You are responsible for and shall confirm, prior to use of the Service, that the storage of and access to the Client Content or other documents or data via the Service complies with laws applicable to you (including any laws requiring you to retain records).

        

     

16. DISCLAIMER OF WARRANTIES.
    THE SERVICE AND SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND CANOPY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER CANOPY NOR ANY PERSON ASSOCIATED WITH CANOPY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER CANOPY NOR ANYONE ASSOCIATED WITH CANOPY REPRESENTS OR WARRANTS THAT THE SERVICE OR THE SITE, OR ANY RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE, SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND CANOPY, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE, SITE, AND ALL CONTENT AND RESULTS GENERATED THEREBY. Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 16 may not apply to you.

17. INDEMNITY.
    You agree to indemnify, defend, and hold Canopy and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, your Authorized User’s or Client User’s access to and use of) the Service and Site, or any violation of these Terms or applicable law; (b) Canopy’s making available information or data (including Client Content) to any person with your authorization; and (c) Canopy’s refusal to provide any person access to your information or data (including Client Content) in accordance with these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

18. LIMITATION OF LIABILITY.
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CANOPY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, CANOPY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL CANOPY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO CANOPY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your subscription and cease all use of the Service. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 18 may not apply to you.

19. HELP DESK.
    If you encounter technical problems when using the Service, please consult the Canopy Knowledge Base available at https://help.getcanopy.com. Additional technical guidance is available through the Site, including via the in-app chat function or Frequently Asked Questions page. If you still require technical assistance, please email our customer support team at support@getcanopy.com.

20. MISCELLANEOUS.

    1. Service Availability. It is possible that on occasion the Service will be unavailable due to maintenance or other development activity. If for any reason Canopy has to interrupt the Service for longer periods than Canopy would normally expect, Canopy will use reasonable endeavors to publish in advance details of such activity on the Site, in email, or through in-app messaging.

    2. Geographic Restrictions. Canopy is based in the State of Utah in the United States. We make no claims that the Service or the Site are accessible or appropriate outside of the United States. Access to and use of the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

    3. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

    4. Assignment. You may not assign or transfer any rights to any other person without Canopy’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect.  These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

    5. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Utah. Any legal suit, action, or proceeding arising out of or related to these Terms or the Service (including the Site or any Client Content) shall be instituted exclusively in the state courts of Salt Lake County, Utah, or the United States District Court for the District of Utah. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

    6. Waiver of Jury Trial. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

    7. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Canopy must be sent to legal@getcanopy.com. Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

    8. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

    9. Entire Agreement. These Terms, together with the Order, the Privacy Policy, and the Supplemental Payment Terms, constitute the sole and entire agreement between you and Canopy with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination hereof: Sections 5-7, 9, 10(g), 11-18, and 20.

     

21. QUESTIONS.
    If you have any questions about the Service or these Terms, please email us at support@getcanopy.com, or write to us at:

    Canopy Tax, Inc.
    380 Data Dr. Suite 300
    Draper, UT 84020