Innovator Terms of Service
Last Updated: August 12, 2025
1. Introduction
Welcome to Canopy Connect! Your use of Canopy Connect’s services, including the services Canopy Connect makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (collectively, the “Site”) and to all software or services offered by Canopy Connect in connection with any of those, the Canopy Connect cloud computing platform and the Canopy Connect API (collectively, the “Platform”), and any other software or services offered by Canopy Connect in connection with any of the foregoing (collectively, the “Services”), is governed by these terms of service (the “Terms”). Please carefully read these Terms before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Canopy Connect” refer to Canopy Connect, Inc., the providers and operators of the Services, and “Innovator,” “you,” and “your” refer to you or the person visiting our Site and/or using our Services.
In order to use the Site or Services, you must first agree to these Terms and our Privacy Policy. If you are registering for or using the Site or Services on behalf of an organization, you are agreeing to these Terms and our Privacy Policy for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “Innovator,” “you,” and “your” will also refer to that organization, wherever possible.
You agree your purchases and/or use of the Site or Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Canopy Connect, or any of its subsidiaries and affiliates, regarding future functionality or features.
If you have entered into a separate written agreement with Canopy Connect for use of services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these terms.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CANOPY CONNECT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OR OUR PRIVACY POLICY, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.
CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.
2. Description of Services
2.1 Canopy Connect’s Platform provides you access to end user insurance information, which may include but is not limited to, personally identifiable information (e.g., name, address, telephone number, driver license number, birthdate) and insurance policy information and related insurance documents (e.g., declarations pages, policy forms, endorsements, policy number, policy type, policy period, coverage limits, insured individuals, driving records, claims, entities, billing transactions and details, and/or vehicles) (“Insurance Information”), from one of the following sources:
a. individual end users who you have a separate relationship with, or are exploring a potential relationship with (“End Users”);
b. an insurance provider, in the event you have a direct relationship with such insurance provider(s); or
c. third-party data providers that source their information from public records and proprietary databases (“Licensed Third-Party Data”).
2.2 To the extent you are an Innovator working with End Users, End Users can do the following through the Platform:
a. connect with their insurance providers to aggregate and retrieve their Insurance Information;
b. share their Insurance Information with you; and
c. monitor, manage, and/or make changes to their current insurance policies through you, your service, or your product.
Our Platform makes it easier for Innovators to obtain and use End User Insurance Information for the sole purpose of providing services or products to the End User as requested by such End User.
The Platform may be accessed either through (i) a custom URL provided to an End User by you; or (ii) an API that has been embedded into your user experience within your application or website. The End User will select the specific insurance provider that they are seeking to access Insurance Information from and provide their respective authentication information for such insurance provider, such as a username and password, answers to security challenge questions, personally identifiable information, or other required information that will enable us to access their account with the insurance provider (collectively, “Authentication Information”). After providing their insurance provider Authentication Information, their Insurance Information will be securely retrieved and transmitted through the Platform to you. In such case, the End User has authorized your access to their Insurance Information via their use of the Platform.
2.3 To the extent you are an Innovator with an established relationship with an insurance provider(s), you will be able to use the Platform to access your account with such insurance provider(s) and do the following:
a. search for and retrieve requested Insurance Information from the insurance provider(s);
b. enable you to request changes to the insurance policies for which you are the agent of record; or
c. enable you to request changes to the insurance policies for which you should be a named interest or additional insured because of your financial interest in an insured asset or your status as a lienholder.
You will provide authentication information, such as a username and password, answers to security challenge questions, or other required information, (collectively, “Innovator Authentication Information”), to Canopy Connect for each insurance provider in which you wish to connect your associated account and enable the above functionality for. Canopy Connect will use that Innovator Authentication Information to securely access your account with the insurance provider and perform the requested action(s) on your behalf as your authorized representative.
3. Your Account
You can use your Canopy Connect account to manage connections between your End Users and/or insurance provider and your applications or website. Your Canopy Connect account is designed to empower you with greater control over insurance data. Your use of any Insurance Information, and your use of other End User or insurance provider data, is governed by separate terms between you and the applicable End User or insurance provider. Canopy Connect is not responsible for any Insurance Information provided by End Users, insurance providers or third-party data providers. Canopy Connect does not guarantee that any Insurance Information, End Users, insurance providers or third-party data providers will remain available or compatible with the Platform.
You need to create a profile with Canopy Connect in order to use certain features of the Platform, including certain features of a Canopy Connect account. You also need to ensure that your information is accurate, complete and up-to-date. You must notify us if you learn of any actual or suspected unauthorized use, disclosure or breach of Insurance Information within 72 hours of the discovery of such event. You shall provide reasonable assistance to Canopy Connect in the investigation and prosecution of any such unauthorized use or disclosure. You agree, at your sole cost and expense, to provide any consumer notices required by any government or regulatory agency or pursuant to any applicable laws for any unauthorized use or disclosure of the Insurance Information accessed using your credentials to access the Platform.
4. Authorization
4.1 Prior to accessing our Platform and the Services provided therein, you must confirm your agreement to these Terms and the Privacy Policy. Such agreement includes your express consent for and expressly authorizes Canopy Connect, via its Platform, to interact with End Users and/or insurance provider(s), as applicable, on your behalf and as your authorized representative for the purpose of (i) connecting your account with the insurance provider to the Platform and (ii) facilitating access to, aggregating and exporting related Insurance Information through the Platform. You agree and acknowledge that such authorization is necessary to manage connections between End Users and/or insurance carriers and your application or website via your Canopy Connect account.
4.2 Licensed Third-Party Data related to motor vehicle and household data, driver licenses and driving records may only be used for the purpose of: (a) application pre-fill for verification by the end customer; (b) lead or applicant scoring for pre-quote application routing based on risk tolerance categorization; (c) market segmentation or lead evaluation other than in connection with underwriting and/or claims processing; or (d) applicant identification/verification in compliance with the Gramm-Leach-Bliley Act and the Drivers Privacy Protection Act and in accordance with all applicable laws and regulations related thereto.
4.3 To the extent you are an Innovator with an established relationship with an insurance provider(s), you may elect to provide Canopy Connect with your Innovator Authentication Information, enabling access to your account with such insurance provider and to related Insurance Information. By providing such Innovator Authentication Information to Canopy Connect, you expressly confirm your agreement to these Terms and the Privacy Policy. Such agreement includes your express consent for and expressly authorizes Canopy Connect and our service providers to do the following on your behalf as your authorized representative:
a. interact with the insurance provider for the purpose of connecting to, facilitating access to, regularly monitoring, and electronically retrieve the requested Insurance Information;
b. request updates, changes, or otherwise take action with respect to insurance policies on which you may be an insured, lienholder or otherwise hold a financial interest in an insured asset;
c. enable you to request updates, changes or otherwise take action with respect to insurance policies associated with your book of business with your appointed insurance provider(s); and
d. access, use, or export to your systems, the requested Insurance Information as otherwise described in and permitted by these Terms and the Privacy Policy.
If you decide to withdraw your consent as to any of actions listed in this Section 4 as it relates to a specific insurance provider, please email us at legal@usecanopy.com. Please note, we may request additional information from you in order to complete this action.
5. Insurance Provider and Innovator Relationships; Disclaimer
5.1 Insurance Provider Relationships.
Any relationship with the insurance provider(s) exists solely between you and the insurance provider(s). While the Platform will interact with the insurance provider, their software, servers and/or other systems, Canopy Connect has no relationship with the insurance provider that provide your requested Insurance Information. Accordingly, Canopy Connect cannot and does not make any representation regarding the accuracy of the Insurance Information provided through the Platform by the insurance provider. We also cannot request that any change be made to the Insurance Information. Any such request or concern related to the accuracy of the Insurance Information must be made to the insurance provider directly.
5.2 End User Relationships
a. Your Relationships with End Users.
Any relationship you may have with an End User, whether such relationship is established and ongoing, or is one that you are in the process of exploring entering into, exists solely between you and such End User and is wholly separate from your relationship with Canopy Connect under these Terms and the Privacy Policy. An End User’s use of your services and/or products is subject to the separate, independent agreement you have with such End User, including but not limited to your terms of use and/or terms of service and privacy policy.
You must provide your Privacy Policy to End Users prior to them providing their Insurance Information to you. The End User Insurance Information you receive must be used solely for the purpose for which the End User agreed to share, and authorized the Platform to share, with you in accordance with the separate terms and applicable laws governing your relationship with such End User.
b. Our Relationships with End Users.
Canopy Connect has a separate End User Terms of Service that govern End Users’ use of the Platform.
5.3 Canopy Connect cannot, and does not control, manage, or oversee your processing of or use of the Insurance Information, aside from the contractual obligations noted above. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANOPY CONNECT FULLY AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ARISING FROM THE ACTS, ERRORS, OR OMISSIONS OF OR BY YOU IN CONNECTION WITH YOUR PROCESSING AND USE OF INSURANCE INFORMATION.
Canopy Connect’s integrations with End Users, Innovators, and insurance providers via the Platform are provided solely as a convenience and is not an endorsement by Canopy Connect of any Innovator, End User, or insurance provider. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANOPY CONNECT FULLY AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ARISING FROM THE CONTENT, ACTS, ERRORS, OR OMISSIONS OF OR BY IINNVOATORS, END USERS AND INSURANCE PROVIDERS. CANOPY CONNECT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SUBSTANCE OR ACCURACY OF INSURANCE INFORMATION OR INNOVATOR, END USER, OR INSURANCE PROVIDER PRODUCTS, SERVICES, MATERIALS, OR OTHER CONTENT MADE AVAILABLE TO YOU VIA THE PLATFORM.
You acknowledge that you are not a third-party beneficiary of any agreement between Canopy Connect and any End User(s).
6. Content
a. Platform Supplied Content. A variety of information, reviews, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials may be made available through the Services by Canopy Connect or the End Users (“Platform Supplied Content”). While Canopy Connect strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Canopy Connect cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Platform Supplied Content. You acknowledge that by using the Services, you may be exposed to or have access to materials that are offensive, indecent or objectionable. Under no circumstances will Canopy Connect be liable in any way for your exposure or access to any such materials.
b. Innovator Content. You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, applications, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “Innovator Content.”
You agree that you are solely responsible for (and that Canopy Connect has no responsibility to you or to any third party for) any Innovator Content, and for the consequences of your actions (including any loss or damage which Canopy Connect may suffer) in connection with such Innovator Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated users and for any Innovator Content that such associated users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Site or Services. Furthermore, you acknowledge that Canopy Connect does not control content and, as such, does not guarantee the accuracy, integrity or quality of Innovator Content, End User Content, or Insurance Information.
Canopy Connect may refuse to store, provide, or otherwise maintain your Innovator Content for any or no reason. Canopy Connect may remove your Innovator Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If Innovator Content is stored using the Services with an expiration date, Canopy Connect may also delete the Innovator Content as of that date. Innovator Content that is deleted may be irretrievable. You agree that Canopy Connect has no responsibility or liability for the deletion or failure to store any Innovator Content or other communications maintained or transmitted through use of the Services.
Canopy Connect reserves the right (but shall have no obligation) to monitor and remove Innovator Content from the Services, in its discretion. You agree to immediately take down any Innovator Content that violates these Terms, including pursuant to a takedown request from Canopy Connect. In the event that you elect not to comply with a request from Canopy Connect to take down certain Innovator Content, Canopy Connect reserves the right to directly take down such Innovator Content.
By submitting, posting or otherwise uploading Innovator Content on or through the Site or Services you give Canopy Connect a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Innovator Content for the purpose of enabling Canopy Connect to provide you and End Users with the Services, pursuant to these Terms and our Privacy Policy.
7. Proprietary Rights
a. You acknowledge and agree that Canopy Connect (or Canopy Connect’s licensors) own all legal right, title and interest in and to the Site, the Services and Platform Supplied Content and that the Site, the Services and Platform Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Your use of the Site, the Services and/or the Platform Supplied Content does not grant you any right in relation to the same, unless expressly stated in these Terms.
b. Except as otherwise provided in these Terms, Canopy Connect acknowledges and agrees that it obtains no right, title or interest from you in or to any Innovator Content that you create, upload, submit, post, transmit, share or display on, or through, the Site or Services, including any intellectual property rights which subsist in that Innovator Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Canopy Connect, you agree that you are responsible for protecting and enforcing those rights and that Canopy Connect has no obligation to do so on your behalf.
c. Canopy Connect reserves all rights in and to the Site and the Services not expressly granted to you in these Terms.
8. Restrictions on Use
a. You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Site or Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Canopy Connect, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Site or Services or any applications running on the Site or Services.
b. You may not engage in any activity that interferes with or disrupts the Site or Services (or the servers and networks which are connected to the Site or Services).
c. You may not rent, lease, provide access to or sublicense any elements of the Site or Services to a third party or use the Site or Services on behalf of or to provide services to third parties.
d. You may not access the Site or Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.
e. You may not access the Site or Services for the purpose of bringing an intellectual property infringement claim against Canopy Connect or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather content from the Site or Services.
f. You agree that you will not upload, record, publish, post, link to, transmit or distribute content, or otherwise utilize the Site or Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Canopy Connect, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
g. You may not use the Site or Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Site or Services. You affirm that you are over the age of 18, as the Site and Services are not intended for children under 18.
h. You may not use Licensed Third-Party Data in connection with (i) any individual reference service application, skip tracing, electronic directory assistance or other e-data look-up; (ii) employment or a review of employee records, including without limitation for evaluating an individual for employment or for promotions, reassignment, or retention as an employee; (iii) a determination of an individual’s eligibility for a license or other benefit granted by a governmental instrumentality; or (iv) any other type of review, analysis, or assessment of an individual record that is not expressly permitted hereunder, or in connection with credit granting, credit monitoring, account review, collection, tenant screening purposes or insurance underwriting, or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq. (“FCRA”)), Federal Trade Commission or Consumer Financial Protection Bureau interpretations of the FCRA, and/or similar federal and state statute.
i. You may not remove or export from the United States or allow the export or re-export of the Licensed Third-Party Data or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
j. You may not use violation identification data to deny insurance coverage or take an adverse action against any individual; and prior to making any decisions to deny insurance coverage or take an adverse action against any individual, you will verify the activity on violation identification data directly with an MVR. Additional restrictions may apply on a state by state basis.
k. You shall not use the Licensed Third-Party Data for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) or similar state or local statute, rules and regulations; and (b) abide by such legislation and rules and regulations as may be enacted or adopted after the date of this Agreement, by any federal, state or local government body, including without limitation, the Gramm-Leach-Bliley Act and any similar state or local statute, rules and regulations. You hereby certify that the Licensed Third-Party Data shall be used solely for the purpose of identity verification/resolution, including validation by a consumer.
9. Pricing Terms
Please see Canopy Connect’s Pricing Terms on our Pricing page for details regarding pricing for the Services.
10. Privacy Policies
These Services are provided in accordance with our Privacy Policy, which can be found at https://usecanopy.com/privacy. You agree to the use of your Innovator Content in accordance with these Terms and Canopy Connect’s Privacy Policy.
11. Modification and Termination of Services
Canopy Connect is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Canopy Connect provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added from time to time to the Site or the Services will be subject to these Terms, unless stated otherwise.
You may terminate these Terms at any time by canceling your Canopy Connect account. You may only cancel your account by contacting us through email at hello@usecanopy.com and through the chat available on our Site. You expressly agree that your effective termination date shall be the date on which you contact us through email or chat and that communications through any other channels will not constitute notice of termination. You will not receive any refunds if you cancel your account.
You agree that Canopy Connect, in its sole discretion and for any or no reason, may terminate your account or any part thereof, or your access to and use of the Site or Services. You agree that any termination of your access to the Site or Services may be without prior notice, and you agree that Canopy Connect will not be liable to you or any third party for such termination.
You are solely responsible for exporting your Innovator Content from the Services prior to termination of your account or access for any reason, provided that if we terminate your account or access, we will endeavor to provide you a reasonable opportunity to retrieve your Innovator Content.
Upon any termination of the Services, these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
12. Changes to the Terms
These Terms may be amended or updated from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on our Site. It’s important that you review the Terms whenever we update them, or you use the Services. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.
13. DISCLAIMER OF WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CANOPY CONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CANOPY CONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
NOTHING IN THESE TERMS , INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT CANOPY CONNECT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
14. LIMITATION OF LIABILITY
SUBJECT TO SECTION 13 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CANOPY CONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS ON CANOPY CONNECT’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT CANOPY CONNECT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CANOPY CONNECT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.
15. Indemnification
You agree to hold harmless and indemnify Canopy Connect, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Canopy Connect and Partners”) from and against any third-party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Site and/or Services, (c) your violation of applicable laws, rules or regulations in connection with the Site and/or Services, or (d) your Innovator Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
16. Third-Party Content
The Site or Services may include references or hyperlinks to other web sites or content or resources or email content. Canopy Connect has no control over any web sites or resources which are provided by companies or persons other than Canopy Connect.
You acknowledge and agree that Canopy Connect is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that Canopy Connect is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
17. Third Party Software
The Site or Services may incorporate certain third-party software (“Third-Party Software”), which is licensed subject to the terms and conditions of the third-party licensing such Third-Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third-Party Software.
18. Feedback
You may choose to or we may invite you to submit comments or ideas about the Site or Services, including without limitation about how to improve the Site, Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Canopy Connect under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.
19. Disputes
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Canopy Connect and limits the manner in which you can seek relief from us.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law provisions. Except for small claims disputes in which you or Canopy Connect seek to bring an individual action in small claims court located in the county of your billing address or claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND CANOPY CONNECT, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST CANOPY CONNECT THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms by emailing us at hello@usecanopy.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration.
20. Security and Compliance
20.1 You shall implement appropriate procedures and safeguards to prevent the unauthorized use or release of the Insurance Information, including, but not limited to, auditing and monitoring usage of the Insurance Information, and shall issue appropriate instructions to all of your employees having access to the Insurance Information concerning the restrictions contained herein.
20.2 You shall maintain a comprehensive information security program (“Infosec Program”) appropriate to your risk profile and activities, and the nature of the Insurance Information received by you. The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of Insurance Information, (b) protect against unauthorized access to or use of Insurance Information and anticipated threats and hazards to Insurance Information; (c) protect against accidental or malicious threats; (d) apply reasonable controls to prevent, detect, and respond to malicious software or cyber security attacks; and (e) ensure the proper disposal of Insurance Information. The Infosec Program will meet or exceed applicable control objectives captured in industry standards and will comply with applicable laws.
20.3 You will promptly provide all reasonably necessary information and cooperation requested by Canopy Connect, its third-party service providers, or any entity with examination, supervision, or other legal or regulatory authority over Canopy Connect or third-party service provider. In the event that Canopy Connect has a good faith reason to believe that you are not in material compliance with this Agreement, Canopy Connect will notify you and, at Canopy Connect’s option, you will promptly provide sufficient documentation to demonstrate such material compliance or submit to a third-party audit by a firm selected from a Canopy Connect-approved list of audit firms to verify such compliance. Canopy Connect may also conduct compliance audits, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding audit.
20.4 Information Sharing. Where required by a third-party service provider or a regulatory body and to the extent relevant to your access or use of Licensed Third-Party Data, Canopy Connect may share with such parties certain information related to your compliance with these Terms, including with respect to your Infosec Program. Canopy Connect will request that such third-party treat any such information in a confidential manner.
21. Miscellaneous
These Terms, together with our Privacy Policy and Pricing Terms (as applicable), constitute the entire agreement between the parties relating to the Site, the Services, and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of the Terms by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Canopy Connect to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Canopy Connect must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent.
22. Communications
22.1 By using the Platform, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
22.2 We may also send you certain marketing materials or other non-specific communications concerning use of the Platform generally via email or text messaging. You may opt out of marketing communications by following the unsubscribe instructions in the communications.
23. Contact Us
If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Site or Services, please contact us at: hello@usecanopy.com
When submitting a complaint, please provide a brief description of nature of your complaint and the specific services to which your complaint relates.