Terms of Service

Effective: September 24, 2018

Welcome to Canopy, an online tax workflow management service designed especially for accountants and tax professionals.

These terms and conditions (the “Terms”) constitute a binding agreement between you and Canopy Tax, Inc. (“Canopy,” “we,” or us”) with respect to your use of canopytax.com, any subdomain of canopytax.com, and the services we make available on our website (collectively, the “Service”), including any Content (as defined in Section 2 below). By INDICATING YOUR ACCEPTANCE OF THESE TERMS OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND OUR PRIVACY POLICY , WHICH IS INCORPORATED HEREIN BY REFERENCE; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, DO NOT USE THE SERVICE.

1. CHANGES TO THE TERMS; DEFINITIONS. The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Canopy reserves the right to change these terms at any time and such changes will be effective upon the posting of modified terms. Canopy will make an effort to communicate any changes to You via email or notification on our website. It is likely the Terms will change over time. It is Your obligation to ensure that You have read and understand the most recent Terms available on the website. Your continued use of the Service following the posting of revised Terms means that You accept and agree to the changes. As used herein, (a) “You” means the Subscriber, and where the context permits, an Invited User, and “Your” has a corresponding meaning; (b) “Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service; and (c) “Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber.

2. USE OF THE SERVICE. Subject to these Terms, Canopy grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials You may view on, access through, or are otherwise related to the Service (collectively, the “Content”), for Your legitimate business purposes with the particular user role available to You according to Your (or, with respect to an Invited User, the applicable Subscriber’s) subscription type. You acknowledge and agree that, subject to any applicable agreement between the Subscriber and the Invited Users, or any other applicable laws:
· the Subscriber determines who is an Invited User and what level of user access to the Service that Invited User has;
· the Subscriber is responsible for all Invited Users’ use of the Service;
· the Subscriber controls each Invited User’s level of access to the Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
· if there is any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the Service that Invited User shall have, if any.


3. SUBSCRIPTIONS, PAYMENT, AND CANCELLATION.

3.1 Subscriptions and cancellation: Some of the services we offer are provided on a subscription basis (“Subscription Services”). Your subscription to Subscription Services, whether paid monthly or annually, is for a period of one year and will continue unless and until You cancel Your subscription or we terminate it.

You must cancel your subscription before it renews at the end of its term in order to avoid being charged the subscription fees for the next subscription period. If you cancel your subscription before the end of its term, it will not renew for the next subscription period; however, You are responsible for any and all charges in connection with Your account for the full duration of Your current Subscription Services term. We reserve the right to modify, terminate, or otherwise amend the subscriptions we offer.

You may request to cancel your annual subscription to Subscription Services by contacting our customer support team via email or phone.

3.2 Billing and payment obligations: A valid payment card is required to use the Subscription Services. The Subscription Services are billed in advance on a monthly or annual basis, depending on the payment plan You select. By starting a subscription for Subscription Services and designating a payment method, You authorize us to charge You the applicable subscription fee at the then-current rate to the payment method You designate. You acknowledge that the amount billed each subscription period may vary due to promotional offers and/or upgrading or downgrading Your subscription, and You authorize us to charge Your payment method for such varying amounts.

ALL PAYMENTS ARE NONREFUNDABLE. There are no refunds or credits for partial subscription periods or upgrades/downgrades. In order to treat everyone equally, no exceptions will be made. Following any cancellation of Your subscription, however, You will continue to have access to the Subscription Services for which You subscribed through the end of Your current subscription length, provided that payment has been received for such billing period.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, and/or duties.

For any upgrade or downgrade in subscription level, the payment card that You provided will automatically be charged the new rate for your next billing cycle. If You cancel a subscription as set forth above, You will not be charged again unless You purchase a new subscription, but You are responsible for whatever charges have already been incurred in connection with Your account for the current billing period. Downgrading Your subscription may cause the loss of data input or imported into the Service by You or on Your behalf (“Data”), features, or capacity of Your account. Canopy is not responsible or liable for such loss.

3.3 Free trials: Your subscription to the Subscription Services may start with a free trial. We reserve the right, in our sole discretion, to determine Your free trial eligibility. No payment card is required for a free trial. Accordingly, in the event that you have not registered the Service by the end of the free trial, Your free trial will be suspended at that time.

4. ACCOUNT REGISTRATION AND SECURITY. Access to and use of certain features of the Service may require You to register for an account. You agree to provide true, accurate, current, and complete information as prompted by the applicable registration or log-in form, and You are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through Your account, regardless of who conducts those activities. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Canopy of any unauthorized use of Your passwords or any other breach of security, and You must take all other actions that Canopy reasonably deems necessary to maintain or enhance the security of Canopy’s computing systems and networks and Your access to the Service. We are not liable for any loss or damage arising from Your (or if you are a Subscriber, your Invited Users’) failure to protect usernames or passwords.

5. RESTRICTIONS. When accessing and using the Service, You must:
· not attempt to undermine the security or integrity of Canopy’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems or networks;
· not use, or misuse, the Service in any way which may impair the functionality of the Service or other systems used to deliver the Service;
· prevent or impair the ability of any other user to use the Service;
· not attempt to gain unauthorized access to the Service or to any account or computer system connected to the Service, or access any materials other than those to which You have been given express permission to access;
· not “flood” the Service with requests or otherwise overburden, disrupt, or harm the Service or our systems;
· not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Service except as is strictly necessary to use for the Service in connection with its normal operation; or
· access or use the Service or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein.

6. COMMUNICATION CONDITIONS

6.1 User content: The Service may enable You to submit, upload, post, share, display, or transmit to other users (hereinafter, “post”) Data or other ideas, information, materials, and other user-generated content (collectively, “User Content”). You may not post any User Content that:
· is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy rights or right of publicity, or otherwise objectionable;
· constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
· contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise may be in conflict with these Terms;
· infringes upon, misappropriates, or otherwise violates any patent, trademark, copyright, moral right, or any other intellectual or industrial property rights (“Intellectual Property Rights”) or other rights of a third party;
· encourages criminal conduct;
· contains false, misleading, fraudulent, or deceptive claims or content;
· gives the impression that it emanates from or is endorsed by Canopy or any other person or entity, if this is not the case; or
· contains any virus, malware, spyware, or other harmful content or code.

6.2 Your responsibility: When You post User Content (including making any communication using interactive features), You represent and warrant that You are permitted to post such User Content. You agree that You are solely responsible for your User Content, and You acknowledge and agree that Canopy is not responsible for, and does not endorse, any User Content.

6.3 No obligation to prescreen or monitor: Canopy does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any User Content posted on or through the Service. However, Canopy retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content posted on or through the Service.

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

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

9. INTELLECTUAL PROPERTY.

9.1 General: The Service and the Content are owned by Canopy and its licensors, and are protected under copyright, trademark, and other applicable United States and international laws and treaties. You acknowledge that, as between You and Canopy, Canopy is and shall remain the sole owner of the Service and the Content, including, without limitation, all Intellectual Property Rights therein and thereto.

9.2 Ownership of Data: Title to, and all Intellectual Property Rights in, Your Data remain Your property. However, Your access to the Data is contingent on full payment of the applicable subscription fees when due. You grant Canopy a non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid-up license to use, copy, transmit, store, back-up, and otherwise process Your Data for the purpose of providing the Service and related products and services to You.

9.3 Backup of Data: The Service does not replace the need for You to maintain regular backups of Your Data or redundant Data archives. Canopy adheres to policies and procedures to prevent loss of Data, including a daily system back-up regime, but does not make any guarantees that there will be no loss, alteration, destruction, damage, or corruption of Data. CANOPY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA.

9.4 Third-party applications and Your Data: If You enable third-party applications for use in conjunction with the Service, You acknowledge that Canopy may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Canopy is not be responsible for any disclosure, loss, alteration, destruction, damage, corruption, or deletion of Your Data resulting from any such access by third-party application providers.

10. REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS.
10.1 Representations, warranties, and covenants: You represent, warrant, and covenant that:
· You are authorized to use the Service and to access the information and Data that You input or import into the Service, including any information or Data input or imported into the Service by any person you have authorized to use the Service;

· You own, or otherwise have (or, prior to Canopy’s receipt of any information or Data, will have) any necessary rights in and third party consents relating to such information and Data, so that Canopy’s receipt, possession, and processing of such information and Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;

· You are authorized to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is Your own or that of anyone else); and

· You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to these Terms, the Service, or the provision thereof.

10.2 Acknowledgements: You acknowledge that:

· If You use the Service on behalf of or for the benefit of anyone other than You (whether a body corporate or otherwise), You agree that:
• You are responsible for ensuring that You have the right to do so; and
• Canopy has no obligation to provide any person access to Your information or Data without Your authorization and may refer any requests for Your information or Data to You;
· Canopy is not Your accountant or attorney and use of the Service does not constitute the receipt of accounting or legal advice. If You have any accounting or legal questions, please contact an accountant or attorney, respectively;
· It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which it is used; and
· You remain solely responsible for complying with all applicable accounting, tax, and other laws. It is Your responsibility to check that storage of and access to Your Data via the Service will comply with laws applicable to You (including any laws requiring You to retain records).

11. DISCLAIMER OF WARRANTIES. THE SERVICE AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND CANOPY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER CANOPY NOR ANY PERSON ASSOCIATED WITH CANOPY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER CANOPY NOR ANYONE ASSOCIATED WITH CANOPY REPRESENTS OR WARRANTS THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 12 may not apply to You.

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

13. TERMINATION

13.1 Term: These Terms commence on the date You first accept them and continue until all subscriptions hereunder have expired or have been terminated or You cease use of all of the Service, whichever is later.

13.2 Accrued rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms You will:
· remain liable for any accrued charges and amounts which become due for payment before or after termination; and
· immediately cease to use the Service.

13.3 Survival: All sections of these Terms which by their nature should survive termination will survive, including accrued rights to payment as well as Sections 7-9, 11, 12, 13.3, and 15.

14. HELP DESK

14.1 Technical problems: In the event You encounter technical problems when using the Service, You must make all reasonable efforts to investigate and diagnose such problems before contacting Canopy. If You still need technical help, please check the support provided online by Canopy on our website or email us at support@canopytax.com.

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

15. GENERAL.

15.1 Submitted ideas: While we appreciate your interest in the Service and our business, Canopy does not want and cannot accept any ideas, suggestions, or other feedback users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of Canopy might seem to others to be similar to users’ own creative ideas, suggestions, or other feedback. Except with respect to your Data and personal information as expressly provided for in our Privacy Policy , all ideas, suggestions, and other feedback disclosed or offered to us by You via the Service or otherwise shall be deemed to be non-confidential and non-proprietary.

15.2 Third-party materials: The Service may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that Canopy is not responsible for any Third-Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Canopy does not assume and will not have any liability to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them at entirely at Your own risk and subject to such third parties’ terms and conditions.

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

15.4 Entire agreement: These Terms, together with the Canopy Privacy Policy, constitute the sole and entire agreement between You and Canopy with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

15.5 Waiver: Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

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

15.7 No Assignment: You may not assign or transfer any rights to any other person without Canopy’s prior written consent.

15.8 Governing law and jurisdiction: These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Utah. Any legal suit, action, or proceeding arising out of or related to these Terms or the Service (including any Content or Data) shall be instituted exclusively in the state courts of Salt Lake County, Utah or the United States District Court for the District of Utah. You agree to waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

15.9 Limitation on time to file claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15.10 Waiver of jury trial: YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (INCLUDING ANY CONTENT).

15.11 Severability and waiver: If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect.

15.12 Notices: Any notice given under these Terms by either party to the other must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Canopy must be sent to support@canopytax.com or to any other email address provided to You by Canopy. Notices to You will be sent to the email address associated with Your account. For contractual purposes, You consent to receive communications from us in electronic form, and You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.

15.13 Rights of third parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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

Canopy Tax, Inc.
3401 North Thanksgiving Way
Suite 200
Lehi, Utah 84043