Terms of service
Last revised: April 15, 2024
These Terms of Use (“TOU”) are a legal agreement between you and Canopy Farm Management LLC, the affiliates and subsidiaries owned and operated by Canopy Farm Management LLC, and the affiliates and subsidiaries that own and operate Canopy Farm Management LLC (together “Canopy”) that governs your access to and use of Canopy websites (the “Sites”) and related Canopy products and services (“Products”), including all media, printed or electronic documentation, Updates (as defined below) and associated support services (all collectively, the “Service”). Your access to and use of the Service is conditioned on your acceptance of the TOU and any additional terms that may be provided or presented to you when you use certain features of the Service, all of which are incorporated into the TOU by this reference.
By using the Service, you are agreeing to the following TOU and the Canopy Privacy Policy.
Please read the entire Terms of Use before using the Service.
1. ACCEPTANCE OF TOU
Please review the TOU carefully. By making a purchase through the service, registering for an account, or otherwise accessing or using the service, you agree to be bound by the TOU, including any updates or revisions posted here or otherwise communicated to you. If you do not agree to be bound by the TOU, do not access or use the service, make a purchase through the service, or click to indicate that you agree to the TOU.
The TOU requires binding arbitration to resolve any dispute or claim arising out of or relating in any way to the TOU or your access to or use of the service, including, but not limited to, the validity, applicability, or interpretation of the TOU (each, a “Claim”), and you agree that any such claim shall be resolved only on an individual basis and not in a className, consolidated, or representative action. Please review Section 21 carefully to understand your rights and obligations with respect to the resolution of any claim.
You represent and warrant that you are: (i) over eighteen years of age or the age of majority in your jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.
2. PRIVACY POLICY
In addition to the TOU, the Canopy Privacy Policy governs your access to and use of the Service. You acknowledge and agree that by accessing or using the Service, Canopy may receive certain information about you, including personal information, and Canopy may collect, use and disclose such information in accordance with the Privacy Policy.
3. GRANT OF RIGHTS; OWNERSHIP
Unless you’ve purchased an enterprise license or have a separately executed license agreement, Canopy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view and interact with the Service.
To the extent that the Service provides access to any online software, applications or other similar components, then Canopy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components within the online platform provided by Canopy.
All rights granted to you under this TOU are subject to your compliance with the TOU in all material respects. Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by Canopy.
4. REGISTRATION
You may browse the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Canopy reasonably suspects that you have done so, Canopy may suspend or terminate your account.
You are fully responsible for all activities that occur under your account. You may not share your account or password with anyone. You agree to notify Canopy immediately of any unauthorized use of your account or password or any other similar breach of security.
5. FEES AND MEMBERSHIPS; CANCELLATION
You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Service. Some features of the Service are free to use, but Fees may apply for memberships, premium features and other components. If there is a Fee listed for any portion of the Service, by accessing or using that portion, you agree to pay the Fee.
Our current fee schedule for the Services is available on our Pricing page (the “Fees”). We reserve the right to adjust the Fees in any manner and at any time as we may determine in our sole and absolute discretion. Further, Canopy may begin charging for products, content or services that it currently offers for free. Any change in the Fees will take effect following notice to you, which may occur by notice on the platform.
If you fail to timely pay the Fees, we reserve the right to (i) terminate or deactivate your account, and/or (ii) contractually suspend your rights to all materials accessed on Canopy, until we have received payment of all past due Fees. We reserve the right to require upfront payment of all past due Fees before reinstating your access to the platform and any materials.
To use some Services, you must provide one or more payment methods (“Payment Method(s)”) which shall be used to pay the Fees.
The Fees may be paid by credit card, or any other form of payment as may be approved by Canopy, provided that we reserve the right to change or limit the permissible Payment Methods in our sole and absolute discretion. Any change in the permissible Payment Methods will take effect following notice to you, which may occur by notice on the platform.
You represent and warrant to us that all information provided to us as a part of your Payment Method is correct and that you are authorized to use the Payment Method.
Fees are not considered paid until fully cleared through your bank or financial institution. It is your responsibility to ensure that there are sufficient funds in the account associated with your Payment Method to cover the applicable Fees. You are solely responsible for any additional fees that may be assessed against you due to insufficient funds. WE ARE NOT LIABLE FOR ANY OVERDRAFT, LATE FEE OR ANY OTHER CHARGES ISSUED AGAINST YOU BY A BANK OR CREDIT CARD.
If your primary Payment Method is declined or is no longer available to us for payment, you authorize us to charge any Payment Method associated with your account. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to Canopy and any materials contained on your account until we have successfully charged a valid Payment Method.
We are not required by law to collect sales and/or use taxes in all states, nor do we collect such taxes in all states. However, we reserve the right to collect sales or use tax in any jurisdiction if we believe that such collection is required by law. For states imposing sales or use taxes, you will be responsible for all such taxes. If we are required to collect any state or local sales or use tax, or any other similar fee or tax, as a result of your use of the Platform, you agree that you are responsible for payment of such tax and will promptly remit payment to us to cover all such taxes.
We may use third party payment processors, such as Stripe, to process the Fees and all associated tax. We are not responsible for the acts or omissions of any third-party payment processor.
6. RESPONSIBILITY FOR CONTENT
(a) You acknowledge and agree that all information, maps, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Canopy, are entirely responsible for all Content that you upload, post, email, transmit, share or otherwise make available through the Service (“Your Content”).
(b) You acknowledge and agree that Canopy has no obligation to pre-screen Content, although Canopy reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Canopy shall have the right to remove any Content that violates the TOU or that it deems objectionable in its sole discretion
(c) To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any copyright, trademark, right of privacy, right of publicity or any other right of any other party and does not contain false or misleading statements.
7. RIGHTS TO CONTENT; COPYRIGHT AND TRADEMARK NOTICE
(a) Canopy does not claim ownership of Your Content. However, you grant Canopy and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) in connection with the Service. You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
(b) Except with respect to Your Content, you acknowledge and agree that Canopy and its licensors own all rights, title and interest in the Service and all Content and other materials within the Service (including, but not limited to, text, photos, video, visual interfaces, interactive features, graphics, design, compilation, code, products, software, aggregate user reviews or ratings, and all other elements, components and intellectual property rights), which may not be used without the prior written consent of Canopy. The Service is protected by U.S. and international copyright and other intellectual property laws and treaties. The Canopy logos and trademarks referenced in the Service are the trademarks of Canopy and its affiliates. Any other company names, product names, service names and logos referenced in the Service may be the trademarks of their respective owners. Canopy reserves all rights not expressly granted to you.
(c) Except with respect to Your Content, you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service, except as expressly permitted under the TOU; (ii) except as expressly permitted by applicable law, reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of, any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Canopy; (v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; or (vi) remove or obscure any proprietary notice that appears within the Service.
8. USER CONDUCT
In connection with your access to or use of the Service, you shall not:
(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate.
(b) impersonate any person or entity, including, but not limited to, Canopy personnel, or closely state or otherwise misrepresent your affiliation with any person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(d) act in a manner that negatively affects the ability of other users to access or use the Service;
(e) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
(f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(g) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service or substantially download, reproduce or archive any portion of the Service;
(h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including, but not limited to, your user account and password;
(i) violate any applicable local, state, provincial, federal or international law or regulation;
(j) violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, trade name, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or
(k) use the Service or any Content from the service to harass, harm, threaten or otherwise harm another user or third party.
9. FEEDBACK, CONTRIBUTOR PROGRAMS AND GIVEAWAYS
(a) If you elect to provide or make available to Canopy any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), Canopy shall be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
(b) Canopy may offer, and derive content from one or more contributor programs. Contributor programs may be subject to separate agreements regarding licensing, media use and liability. It is your choice to participate in any contributor program and your responsibility to follow these TOUs and any additional agreements. Participating in a contributor program does not create an employment relationship between you and Canopy.
(c) Canopy may, from time to time, provide you the opportunity to participate in surveys, contests or sweepstakes (together, “Promotions”) through the Services, which may include additional terms and conditions to participate. All Promotions are voluntary and it is your responsibility to comply with these TOUs and any additional terms and conditions when participating.
10. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third-party. You agree that Canopy shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.
11. LINKS AND EXTERNAL MATERIALS
The Service or users of the Service may provide links to other websites or resources. You acknowledge and agree that Canopy does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). These sites are subject to different terms of use and privacy policies, which you are responsible for reviewing. You further acknowledge and agree that Canopy shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.
12. ADDITIONAL DATA SERVICES
Canopy may provide RSS, Data API and/or Widget Services (together “Additional Data Services”) within certain portions of the Service. You agree that, in addition to the other terms set forth in these TOU, the following terms apply to any all Additional Data Services:
(a) You may not edit, modify or otherwise alter the text, content or links supplied to you through the Additional Data Services. You may not resell, lease, license, assign, redistribute or otherwise transfer any part of the Additional Data Services.
(b) Any RSS or Data API Services may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full content on the Service. You may not display the data in any manner that does not permit successful linking to, redirection to or delivery of the applicable company service page. In addition, you may not insert any intermediate page, splash page or other content between the data/link and the applicable company service page.
(c) Canopy retains all copyright ownership and other legal rights in the Additional Data Services as well as all ownership and other rights in any logos, trade or service marks used in connection with the Additional Data Services. You must provide attribution to Canopy in connection with your use of the Additional Data Services.
13. MODIFICATIONS TO THE SERVICE; UPDATES
(a) Canopy reserves the right at any time to modify, suspend or discontinue the Service (or any portion thereof) with or without notice, and Canopy shall not be liable to you or to any third party for any such modification, suspension or discontinuance.
(b) Canopy may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service (“Updates”). Canopy may develop Updates that require installation by you before you continue to access or use the Service. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device, its operating system and/or your applicable settings.
14. CHANGES TO THE TOU
Canopy reserves the right to change the TOU at any time upon notice to you. Canopy may give notice by making the updated TOU available in the Service or by any other reasonable means. The updated TOU are binding on you as of the next date that you use the Service after the date of updated TOU. If you do not agree to the updated TOU, you must stop using the Service. Your continued use of the Service after the effective date posted at the top of the TOU will constitute your acceptance of the updated TOU.
15. INDEMNIFICATION
You will indemnify and hold Canopy and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Canopy Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of your: (a) access to or use of the Service; (b) violation of the TOU or any law or regulation; or (c) violation of any rights of another party.
16. DISCLAIMER OF WARRANTIES
(a) To the maximum extent permitted by applicable law, your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis, with all faults, and Canopy parties expressly disclaim all warranties and conditions of any kind, whether express or implied, or arising from statute, course of dealing, usage of trade, or otherwise, including, but not limited to, the implied warranties or conditions of merchantability, merchantable quality, quality, or fitness for a particular purpose and non-infringement.
(b) Canopy parties make no warranty and provide no conditions that: (i) the Service will meet your requirements; (ii) access to the Service will be uninterrupted, timely, secure, or error-free; or (iii) the information and any results that may be obtained from access to or use of the Service will be accurate, reliable, current, or complete.
(c) All content made available through the Service is provided for informational purposes only. Availability and accuracy of the information provided by the Service are dependent upon many factors. You are solely responsible for confirming the accuracy of all information, conditions, and your hardware before taking or omitting any action.
(d) The content made available through the Service does not constitute a legal survey. Ownership of land, whether public or private, may change at any time. To obtain the definitive description of real property, consult the deed or other official record maintained by the applicable governmental authority.
17. LIMITATION OF LIABILITY
(a) To the maximum extent permitted by applicable law, you acknowledge and agree that Canopy parties shall not be liable for any lost profits or indirect, incidental, special, exemplary, punitive, or consequential damages, including, but not limited to, damages arising from any type or manner of commercial, business, or financial loss, even if Canopy parties had actual or constructive knowledge of the possibility of such damages and regardless of whether such damages were foreseeable. To the maximum extent permitted by applicable law, in no event shall Canopy parties’ total liability to you for all claims arising from or relating to the TOU or your access to or use of (or inability to access or use) the Service exceed the greater of fifty dollars ($50) or the amount paid by you to Canopy for access to the Service (or portion thereof) at issue within the twelve (12) months immediately preceding the date on which the applicable claim arose.
(b) To the maximum extent permitted by applicable law, you acknowledge and agree that your use of the Service may involve known and unanticipated risks that could result in property damage or financial risk, including, but not limited to, risks that may arise from the acts of others and other risks beyond the control of Canopy. You assume all such risks and all related damages and losses, whether caused in whole or in part by any act or omission of Canopy parties. You voluntarily release, waive, discharge, and hold harmless Canopy parties from any and all claims, demands, or causes of action for property damage, bodily injury, wrongful death, loss of services, or other claims arising from or relating to your access to or use of (or inability to access or use) the Service.
18. INDEPENDENT REMEDIES
The exclusion of damages under Section 17 is independent of your exclusive remedy in Section 17 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Section 17 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
19. TERMINATION AND SURVIVAL
In the event that you violate the TOU: (a) all rights granted to you under the TOU shall terminate immediately, with or without notice; (b) you must immediately cease using the Service; and (c) Canopy, in its sole discretion, may remove and discard Your Content. Upon termination of the TOU, all rights granted to you under the TOU shall immediately terminate, but all other provisions shall survive termination.
20. GOVERNING LAW
The TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Wisconsin, without regard to conflict of laws principles.
21. BINDING ARBITRATION AND CLASS ACTION WAIVER
(a) ALL CLAIMS SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in a city elected by Canopy. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) We each agree that all claims will be resolved only on an individual basis and not in a className, consolidated, or representative action or arbitration. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree that such claim shall be brought only in the United States District Court for the District of Wisconsin or, if federal jurisdiction is not available, in a court of competent jurisdiction in Wisconsin. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens, or any similar grounds with respect to any such claim. (d) Notwithstanding anything to the contrary, you and Canopy may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
22. INTERNATIONAL USE
If you are not a United States resident and you are accessing the Services from outside the United States, you agree to transfer certain information outside your home country to us and that you will follow all the laws that apply to you.
Canopy servers and operations are located primarily in the United States and Canopy policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including personal information) to and in the United States and/or other countries; (ii) You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, listed in the Area Control List under Canada’s Export and Import Permits Act, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services.
23. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.
24. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide Canopy the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
25. NOTICES
Canopy may give you all notices (including legal process) that Canopy is required to give by any lawful method, including by making notice available through the Service or by sending it to any email or mailing address that you provide to Canopy. You acknowledge that if you do not provide Canopy with current and accurate contact information, Canopy may not be able to contact you.
26. GENERAL PROVISIONS
The TOU constitutes the entire agreement between you and Canopy concerning your access to and use of the Service. It supersedes all prior or contemporaneous oral or written negotiations and agreements between you and Canopy with respect to such subject matter. You may not assign or delegate any right or obligation under the TOU without the prior written consent of Canopy. The failure of Canopy to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Canopy hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
27. NO INVESTMENT ADVICE
All information shared or provided on the site or platform are information of a general economic nature and intended to be used for informational purposes only. You should not construe such information or other material as legal, tax, investment or financial advice. Nothing contained on the site, or platform, or in any generated materials constitutes a solicitation, recommendation, endorsement, or offer by Canopy to buy or sell any securities or other financial instruments in any jurisdiction. Canopy is not a fiduciary by virtue of any person’s use of or access to the site, the platform or any generated materials. You alone assume sole responsibility for evaluating the merits and risks associated with the use of any information on the site or platform before making any decisions based on such information. As partial consideration for your use of the site and/or platform, you agree not to hold Canopy, its affiliates, officers, directors, employees and agents liable for any possible claim for damages arising from any decision you make based on information made available to you through the site or platform.