Terms of Service
Last Updated: March 8, 2025
Please read these Terms of Service (the “Terms”) carefully because they govern your use of the website located at https://www.canopyhub.xyz/ (the “Site”), the services described below in the “Overview of the Services” section, and the associated web application (the “App”) offered by Canopy (“We,” “Us,” or “Canopy”). To make these Terms easier to read, the Site, our services described below, and the App are collectively called the “Services.”
PLEASE NOTE: THE “DISPUTE RESOLUTION” SECTION OF THESE TERMS CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND CANOPY ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.
Agreement to Terms. By accessing or using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (“Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Services and to any such Organization.
Overview of the Services. [HH2] The Services provided by Canopy include an interface on which users may manage their portfolios of cryptocurrency and other digital assets (collectively, “Digital Assets”) on the Movement blockchain network, which is a Layer 2 blockchain network on the Ethereum blockchain network (both blockchain networks collectively, the “Network”). The Network itself is not part of the Services, and your use of the Network is entirely at your own risk. Additionally, the third-party technologies required to be used or interacted with to access the Network, including without limitation any Wallet (as defined below, and with other third-party technologies collectively, “Third-Party Tools”), are not part of the Services, and your use of such Third-Party Tools is entirely at your own risk. The Services are separate and distinct from the Network and any Third-Party Tools and provide one such front-end interface but is not essential to accessing the Network. The Services merely display blockchain data and provide a web application that reduces the complexity of interacting with the Network. All activity on the Network is run by permissionless smart contracts, and other developers are free to create their own interfaces to function with the Network.
Your Wallet; Yield.
(a) In connection with using the Services, you may need to link a third-party digital wallet (“Wallet”). By using a Wallet in connection with the Services, you agree that you are subject to the terms and conditions of the applicable third-party provider of such Wallet. Canopy is not associated with, maintained by, supported by, or affiliated with any Wallet provider. Canopy accepts no responsibility or liability to you in connection with your use of a Wallet. You retain control over your Wallet and Digital Assets at all times when interacting with the Services. Canopy has no ability to help you access or recover your private keys and/or seed phrases for your Wallet, so please keep them in a safe place.
(b) These Terms and the Services are not intended to, and do not, create or impose any fiduciary duties on Canopy. To the fullest extent permitted by law, you acknowledge and agree that Canopy owes no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
(c) Your engagement of the Network or Third-Party Services (as defined below) may result in the accumulation and/or transfer of certain Digital Assets (“Yield”) to an account or Wallet of yours. The amount of Yield you accumulate and/or actually receive, if any, is determined entirely by the Network and/or Third-Party Services. We cannot and do not offer or guarantee the receipt of Yield in connection with your use of the Services or your engagement of the Network and/or Third-Party Services.
Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site or the App or may send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, then it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services?
(a) You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is (i) located in or is a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in Cuba, Iran, North Korea, Syria, Crimea (Ukraine), Luhansk (Ukraine), Donetsk (Ukraine), and the United States of America[HH3] ; or (ii) owned or controlled by such persons or entities listed in (i). You acknowledge and agree that you are solely responsible for complying with all applicable laws, rules and regulations (“Applicable Law”) of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities.
(b) To use certain aspects of the Services, you may need to create an account or link another account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed yours, or we previously banned you from any of our Services, unless we provide written consent otherwise.
(c) We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any Applicable Law, including laws related to anti-money laundering or for counteracting financing of terrorism. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.
Fees. Canopy may charge or pass through fees for some or part of the Services provided to you, including transaction or processing fees, blockchain gas or similar network fees. We will disclose the amount of fees we will charge or pass through to you for the applicable product or service at the time you access, use, or otherwise transact with the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the Network. Additionally, your external Wallet provider may impose a fee to transact on the Services. We are not responsible for any fees charged by a third party. All transactions processed through the Services are non-refundable. You will be responsible for paying any and all taxes, duties, and assessments associated with your use of the Services. In certain cases, your transactions through the Services may not be successful due to an error with the Network or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You acknowledge and agree that all information you provide with respect to transactions on the Services, including without limitation credit card, bank account, PayPal or other payment information is accurate, current and complete, and you have the legal right to use such payment method.
Rewards.
(a) In connection with using the Services, you may earn certain rewards through the Network (“Rewards”). Canopy does not determine any Rewards and is not responsible for any Rewards.
(b) You further acknowledge and agree that Canopy may, in its sole discretion, convert the Rewards into any other form of currency, including without limitation other Digital Assets or fiat currency, in Canopy’s sole discretion prior to making such Rewards available to you. You acknowledge and agree that, to the extent Canopy converts the Rewards into any other form of currency, Canopy, in its sole discretion, shall determine the exchange rate when converting the Rewards.
(c) You expressly authorize Canopy to withhold from your Rewards an amount equal to all fees due and payable by you.[HH4] [BD5]
Taxes. It is your responsibility to determine what, if any, taxes apply to your use of the Services, including without limitation your receipt of any Rewards, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your use of the Services, or for collecting, reporting, or remitting any taxes arising from such use. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Services.
License Grant; Restrictions. Subject to your compliance with these Terms, Canopy grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to use the Services. Except as expressly permitted in these Terms, you may not (and may not allow a third party to): (a) copy, modify or create derivative works based on the Services; (b) distribute, transfer, sublicense, lease, lend or rent the Services to any third party; (c) reverse engineer, decompile or disassemble the Services (unless Applicable Law permits, despite this limitation); or (d) make the functionality of the Services available to multiple users through any means. You may not (i) use the Services in any manner that could damage, disable, overburden, or impair the servers and other resources of the Network; or (ii) interfere with any third party’s use of the Network. You may not attempt to gain unauthorized access to any aspect of the Services or to information for which you have not been granted access.[HH6]
General Prohibitions; Canopy’s Enforcement Rights. You agree not to do, and not to allow a third party to do, any of the following:
(a) Use, or allow a third party to use, the Services in a manner that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any Applicable Law or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use VPN software or any other privacy or anonymization tools or techniques or other means to circumvent, or attempt to circumvent, any restrictions that apply to the Services;
(c) Use, display, mirror or frame the Services or any individual element within the Services, Canopy’s name, any Canopy trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Canopy’s express written consent;
(d) Access, tamper with, or use non-public areas of the Services, Canopy’s computer systems, or the technical delivery systems of Canopy’s providers;
(e) Attempt to probe, scan or test the vulnerability of any Canopy system or network or breach any security or authentication measures;
(f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Canopy or any of Canopy’s providers or any other third party (including another user) to protect the Services;
(g) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Canopy or other generally available third-party web browsers;
(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(i) Use any meta tags or other hidden text or metadata utilizing a Canopy trademark, logo, URL or product name without Canopy’s express written consent;
(j) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(k) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(l) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services (unless Applicable Law permits, despite this limitation);
(m) Interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(n) Use the Services in order to (i) conceal or disguise the origin or nature of proceeds of crime or terrorist financing; (ii) further any breach of Applicable Law; or (iii) deal in any unlawful property, funds or proceeds;
(o) offer, promise, give, permit or authorize any payment or anything else of value, including without limitation any Digital Asset, to a government official or individual employed by another entity in the private sector in violation of any Applicable Law;
(p) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(q) Impersonate or misrepresent your affiliation with any person or entity;
(r) Violate any Applicable Law; or
(s) Encourage or enable any other individual to do any of the foregoing.
Canopy is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with Applicable Law. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including without limitation if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Ownership; Content.
(a) Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that Canopy and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein), and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and their content, including without limitation the exclusive right to create derivative works.
(b) Ownership of Trademarks. Canopy’s name, trademarks, and logos and all related names, logos, product and service names, designs, and slogans are trademarks of Canopy or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
(c) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
(d) Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). In order to operate the Services, we must obtain from you certain license rights in Your Content so that actions we take in operating the Services are not considered legal violations. Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes) Your Content but solely as required to be able to operate, improve and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by Applicable Law, Canopy reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
Third-Party Services. The Services may allow you to use third-party services (“Third-Party Services”) and may display, include or make available content, data, information, applications or materials from third parties, including Third-Party Tools (collectively, “Third-Party Materials”) or provide links to certain third-party websites. Canopy does not endorse any Third-Party Materials or the use of any provider of any Third-Party Services. You agree that your access and use of such Third-Party Services and Third-Party Materials are governed solely by the terms and conditions of such Third-Party Services and Third-Party Materials, as applicable. Canopy is not responsible or liable for, and make no representations as to any aspect of such Third-Party Materials and Third-Party Services, including without limitation their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Services. Canopy is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services, Third-Party Materials or third-party websites. You irrevocably waive any claim against Canopy with respect to such Third-Party Services, Third-Party Materials and any third-party websites. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services, Third-Party Materials or third-party websites, or your reliance on the privacy practices, data security processes or other policies of the applicable third-party providers. Third-Party Services, Third-Party Materials, and links to third-party websites are provided solely as a convenience to you.
Termination. We may suspend or terminate your Account and/or access to and use of the Services, at our sole discretion, at any time and without notice to you. Provisions that, by their nature, should survive termination of these Terms shall survive termination, including without limitation any obligation you have to pay us or indemnify us, any limitations on our liability, any disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under Applicable Law, Canopy, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Canopy Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Canopy Entities make no warranty or representation and disclaim all responsibility and liability for (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Canopy Entities or through the Services will create any warranty or representation not expressly made herein. You should not rely on the Services for advice of any kind, including legal, tax, investment, financial or other professional advice.
YOU ACKNOWLEDGE AND AGREE THAT CANOPY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE POTENTIAL REWARDS YOU MAY OWN.
Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall indemnify, defend, and hold harmless the Canopy Entities from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Canopy Entities arising out of or in connection with (a) your violation or breach of these Terms or any Applicable Law; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) your negligence or willful misconduct; (e) any dispute you may have with a third party; or (f) Your Content.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT WILL THE CANOPY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CANOPY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE CANOPY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
16. Assumptions of Risk.
(a) By using the Services, you represent and warrant that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, Digital Assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the Digital Assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding Digital Assets, using blockchain technology and staking or restaking Digital Assets. These include, but are not limited to, risk of losing access to Digital Assets due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks. You acknowledge that Digital Assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency of any jurisdiction.
(b) The regulatory regime governing blockchain technologies and Digital Assets is uncertain, and new laws, regulations or policies may materially adversely affect the potential utility or value of such Digital Assets. There also exists the risks of new taxation of the purchase or sale of Digital Assets.
(c) We cannot control how third-party exchange platforms quote or value Digital Assets and we expressly deny and disclaim any liability to you and deny any obligations to indemnify you or hold you harmless for any losses you may incur as a result of fluctuations in the value of Digital Assets.
(d) Smart contracts execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to staked or restaked assets, including but not limited to significant volatility and risk of loss.
(e) Certain protocols and networks subject staked assets to slashing upon certain conditions, including without limitation if a validator engages in harmful or suspicious behavior or incorrectly validates a transaction, and we expressly deny and disclaim any liability to you and deny any obligations to indemnify you or hold you harmless for any losses you may incur as a result of slashing.
(f) Certain protocols and networks require that a certain amount of staked assets be locked for a certain period of time while staking, and withdrawal of staked assets may be delayed. We do not guarantee the security or functionality of any third-party protocol, software or technology intended to be compatible with restaked assets.
Governing Law; Forum Choice. These Terms and any action related thereto will be governed by the laws of the British Virgin Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in the “Dispute Resolution” section, the exclusive jurisdiction for all Disputes (defined below) that you and Canopy are not required to arbitrate will be the courts located in the British Virgin Islands, and you and Canopy each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution. THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY.
(a) Informal Process. You and Canopy agree that in the event of any dispute between you and Canopy, including any dispute arising out of or in connection with these Terms or the Services or relating in any way to the communications between you and Canopy or any other user of the Services (“Dispute”), either party will first contact the other party in a writing that specifically references this section and which describes the Dispute and its position in relation to it in sufficient details for the other party to engage in meaningful discussions about the Dispute (“Dispute Notice”). For a period of no less than 30 days after receipt of the Dispute Notice, or such longer period as the parties may agree in writing, each party shall make a good faith and sustained effort to resolve the Dispute before resorting to more formal means of resolution.
(b) Arbitration Agreement. After the informal dispute resolution process, any remaining Dispute shall be referred to and finally resolved by confidential, binding arbitration to be seated in the British Virgin Islands and conducted in the English language by a single arbitrator pursuant to the International Arbitration Rules (the “Rules”) of the International Centre for Dispute Resolution (the “ICDR”) for the time being in force, which Rules are deemed to be incorporated by reference herein. You and Canopy shall endeavor to agree upon the arbitrator, and if you and Canopy fail to do so within 21 days of the commencement of the arbitration, the appointment shall be made by ICDR in accordance with the Rules. This mandatory arbitration agreement applies to you and to Canopy. However, this arbitration agreement does not (a) govern any Dispute initiated by Canopy for infringement of its intellectual property, or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send an email requesting arbitration and describing your claim to [email protected].
(c) Arbitration Procedure and Rules. The arbitration will be administered by the ICDR under the Rules by a sole arbitrator. You can access the Rules at https://www.icdr.org/rules_forms_fees. Each party shall bear its own filing and administrative fees in the first instance. Canopy will reimburse those fees for claims where the amount in dispute is less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator, and not any court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
(d) Class Action Waiver. Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case or to be a party to a class or representative action is waived, and that any claims must be decided individually through arbitration.
(e) Waiver of Jury Trial. If, for any reason, a claim proceeds in court rather than in arbitration, you and Canopy each waive any right to a jury trial.
Use of the Services in Your Jurisdiction. Canopy makes no representations or warranties that use of the Services is appropriate for use in any jurisdictions. You use the Services at your own risk and are responsible for compliance with Applicable Law.
General Terms.
(a) Reservation of Rights. Canopy and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other Applicable Law. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Canopy and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Canopy and you regarding the Services.
(c) Severability. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
(d) Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Canopy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Canopy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(e) Notices. Any notices or other communications provided by Canopy under these Terms will be given by posting to the Services or App or by email. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(f) Injunctive Relief. You acknowledge that a breach of these Terms could cause irreparable harm to Canopy, and in such cases, we may seek injunctive relief in addition to other remedies available under these Terms or at law.
(g) Force Majeure. We will not be liable for any failure or delay in fulfilling our obligations under these Terms due to events beyond our control, including but not limited to natural disasters, wars, government actions, and industrial disturbances.
(h) Waiver of Rights. Canopy’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Canopy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Canopy at [email protected].
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