CANOPY LABS SOFTWARE INC. (“Canopy Labs,” “we,” or “us“) OWNS AND OPERATES THE WEBSITE LOCATED AT canopylabs.com (“Website”) AND THE ASSOCIATED CUSTOMER ANALYTICS SERVICE. THESE TERMS OF SERVICE (the “Terms“) APPLY TO ALL USERS OF THE WEBSITE AND OUR SERVICE (AS DEFINED BELOW). THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS SO PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE, SERVICE OR PROVIDING ANY DATA TO US.

BY SELECTING THE “REGISTER” BUTTON YOU HEREBY SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. WE MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME. IF WE DO, WE WILL REQUIRE YOU TO REVIEW AND CLICK-ACCEPT THE LATEST VERSION OF THESE TERMS.

Canopy Labs is providing its platform to enable any business to explore our services. Using customer and transactional data submitted to us by users who have registered for our services (“Registered Users“), we will create model to examine customer analytics and customer modeling which you may use to better direct your business (the “Service“). Since the Service is in public testing mode, it is provided by us with absolutely no warranties or guarantees to the accuracy of the service, security of the data, or stability of any kind.

LICENSE TO USE OUR SERVICE

We grant to you a limited, personal, non-exclusive, non-transferable license to use our Service for your own use, or according to the terms of your subscription, and not for resale or further distribution. Your right to use our Service is limited by all terms and conditions set forth in these Terms.

Except for this license granted to you, we retain all right, title and interest in and to the Service, including all related intellectual property rights. Our Service is protected by applicable intellectual property laws, including Canadian copyright law and international treaties.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Service; or (ii) rent, lease or sublicense access to the Service;

INFORMATION COLLECTED

Personal information is information that identifies an individual (“Personal Information”). Canopy Labs collects certain Personal Information provided by Registered Users during the registration process, such as their name, e-mail address, phone number and website (“Registered Data“). We do not collect any Personal Information other than the Registration Information. Registered Users may provide us with sales, transactional and customer information required for the Service (the “Submitted Data,” and together with Registered Data, the “Data”). Canopy Labs is only responsible for protecting Registered Data and accordingly, SUBMITTED DATA SHOULD NOT CONTAIN PERSONALLY IDENTIFIABLE INFORMATION ABOUT YOUR CUSTOMERS, END USERS OR OTHER THIRD PARTIES.

Canopy Labs may provide Data to our subsidiaries, partners, and other affiliated companies for the purpose of processing such information. We may also share Data when we believe in good faith that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) detect, prevent, or otherwise address fraud, security, or technical issues, or (c) protect against harm to the right, property or safety of Canopy Labs, its users or the public as required or permitted by law.

DATA OWNERSHIP

Registered Users retain ownership of the Data. However, nothing in this Agreement shall restrict our right to compile and freely use aggregated data and statistics derived during the Service. You grant us a worldwide, royalty free, perpetual license to i) use any content, data and information provided by Registered Users in connection with the Service; and ii) to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Users.

SECURITY OF PERSONAL INFORMATION

Canopy Labs uses a variety of security measures, including encryption tools, to maintain the confidentiality of Data. Submitted Data is stored remotely using Amazon Web Services (“AWS“) which is only accessible by Canopy Labs, and the Registered User who uploaded the Submitted Data to AWS (pursuant to the terms thereof). We use commercially reasonable efforts to ensure that Registered Data is stored and maintained in a secure environment. All Data is encrypted during transmission across our platform. However, we are not in control of or responsible for any errors, omissions or losses in data transmitted through the Website and/or the Service.

DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANOPY LABS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CANOPY LAB, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CANOPY LAB, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CANOPY LABS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANOPY LABS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. IN NO EVENT SHALL CANOPY LABS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CANOPY LABS HEREUNDER.

GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario without giving effect to any principles of conflicts of law. Any legal action or proceeding between us and Users shall be brought exclusively in a court of competent jurisdiction located in Ontario, Canada.

Note that those interested in a more formal service-level agreement should reach out to support@canopylabs.com to obtain such an agreement.

Last Updated: March 4, 2015