Canopy Terms of Service

Updated January 17, 2024 17:47

Posted: January 17, 2024

These Terms of Service contain an arbitration provision. Please review the Arbitration section for details.

These Terms of Service (“Terms”) govern your use of the www.canopy.security website (“Site”) and any Canopy mobile application (“App”), Products (defined below), and application programming interfaces, and the content, software, and other services offered by our Company (collectively, the “Services”). SNTNLL LLC (“Company,” “Canopy,” “we,” or “us”) provides the Products, Site, and Services. “You” or “you” refers to you as a user of the Site, Products or Services.

THIS IS A LEGALLY BINDING CONTRACT. BY ACCESSING OR USING THE SERVICES OR BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ THESE TERMS, INCLUDING THE ARBITRATION PROVISIONS IN SECTION 29, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU ALSO REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS CONTRACT AND ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES. YOU DO NOT HAVE TO ENTER INTO THESE TERMS, BUT IF YOU DO NOT, YOU WILL NOT BE PERMITTED TO, AND YOU MAY NOT, USE THE SERVICES.

General

By utilizing the Products (including the Canopy Hub and the Pickup Cam) and the Services (including the Canopy App and subscription), you will have the ability to monitor the bed of your truck at any time using live stream, and you will receive in-app notifications when intrusion is detected in the bed of your vehicle. The Products, Services, and features thereof are described more fully on the Site.

Eligibility

To use the Site or Services, you must be the greater of: (i) 18 years old; or (ii) the age of majority in your state or jurisdiction of residence. Further, you represent and warrant that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties. You may not use the Services if they are prohibited or unlawful in your jurisdiction.

Your Account

To use the Services, you are required to create and maintain an account, by completing a registration form and selecting a user ID and password (your “Account”). You agree that the information you provide as part of the registration process is true, current, and complete, and you agree to update such information as applicable so that it continues to be true, current, and complete. Your Account is personal to you and may not be used by any other person. You alone are responsible for use of and access to your Account. You agree to promptly contact us at Canopy Support if you become aware of any unauthorized use of the Services on your Account.

Products

Canopy offers for sale certain security systems and sensors, cameras, or other devices or hardware (collectively, “Products”) for use in connection with the Services.

Shipping: When you make a purchase on the Site (an “Order”), you are required to pay applicable shipping and processing charges and fees (“Fees”). Fees are intended to compensate us for any relevant costs of processing your Order; costs of handling and packing any Products; and costs of delivering or providing the purchased Products and Services.
Inaccuracy Disclaimer: From time to time, there may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, or availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice (including after you have submitted your Order). If you do not wish to continue with your Order after pricing or other information has been corrected, please contact us right away and we will work with you to cancel or return your Order.
Limited Warranty: There is a limited warranty on the Canopy Products. The specifics of our Limited Product Warranty are available at CANOPY LIMITED PRODUCT WARRANTY.
Special Offers: Occasionally we will offer special promotions to our customers that we refer to as “special offers.” This can include a gift with purchase, free shipping, manufacturer offers, or other promotional activity associated with a purchase. These offers may be for a limited time only.
Return Policy: If you are dissatisfied with your Canopy Product, you may return it within 60 days of purchase. For details please see CANOPY RETURN POLICY.

Subscriptions

Activation. To activate the Services, you must affirmatively take certain steps – this activation will not occur automatically. For new users, this involves creating an Account as part of the sign-up process.
Subscription Services Fees. THE SERVICES REQUIRE AN ONGOING SUBSCRIPTION THAT WILL CONTINUE UNTIL YOU CANCEL THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.6 BELOW, OR IF WE TERMINATE THE RELATED SERVICE. You agree to pay your subscription fee in advance. Your subscription period is stated in your subscription plan, which you may view by logging into your Account. We may offer multiple subscription plans with varying levels and services. Your subscription fee will cover the Services provided in your selected subscription plan.
Free Trial and Promo Codes. Your subscription may start with a free trial or promotional subscription fee that automatically converts to a full-priced paid subscription upon expiration of the trial or promotional period. If so, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF THE FREE TRIAL OR PROMOTIONAL PERIOD, WE WILL BEGIN BILLING YOUR PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION FEE (PLUS ANY APPLICABLE TAXES) UPON EXPIRATION OF THE FREE TRIAL OR PROMOTIONAL PERIOD UNTIL YOU CANCEL OR WE TERMINATE YOUR SUBSCRIPTION. We reserve the right, in our absolute discretion, to determine your free trial and promotional offer eligibility.
Subscription Payment. To sign up for a subscription, you are required to complete the required registration details online, including without limitation selecting your method of payment. If you choose a subscription option with recurring payments (e.g., monthly and annual subscriptions) you agree that we may automatically charge the subscription fee to the payment method provided and associated with your Account at the beginning of each period at the frequency you have selected unless and until you cancel the subscription. If you signed up at a promotional rate, any renewals past the promotional period will be charged at the then effective subscription fee. Access to the Services will not be established until Company or its service provider has verified that the payment method is valid, accurate, and in good standing. You also acknowledge that the amount billed may vary due to promotional offers, changes to your Subscription or changes in applicable taxes or other charges. You authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
Automatic Renewal of Subscription and Cancellation of Subscription. YOUR SUBSCRIPTION WILL CONTINUE AND AUTOMATICALLY RENEW UNTIL CANCELLED. YOU MUST CANCEL PRIOR TO THE SUBSCRIPTION FEE BEING CHARGED TO THE PAYMENT METHOD PROVIDED. Cancellation will take effect on the day following the end of your current subscription period.
Cancellation. Your subscription will automatically renew until you cancel. You may cancel your subscription by clicking on the cancel subscription link in your Account settings at or contacting us at help@canopy.security.
Price Changes. Canopy may, at its reasonable discretion, change the subscription fee and prices for the Services from time to time. All price changes will take effect no earlier than 30 days after Canopy notifies you and at the beginning of the next billing cycle for your subscription. If you are dissatisfied with the fee changes or additional charges, you may cancel your subscription in accordance with Section 5.
Refund Policy. Unless specifically noted otherwise in these Terms, subscription fees are nonrefundable and there are no refunds or credits for partially used subscription periods. Following any termination of a subscription, however, you will continue to have access to the relevant Service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our subscribers to a Service (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future.
Returned Payment. We may suspend or terminate the Services without notice upon rejection of any charges to your payment method or if your card issuer (or its agent or affiliate) seeks the return of payments previously made to us for Services. You agree we may charge interest at 1% monthly interest or that highest interest rate allowed by law, whichever is less, on all amounts due that remain unpaid for 30 days or more. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company. We may refer your account to a third party for collection in the event of ongoing default.

Connectivity

Personal Smart Device. Some of the Services require the use of a network connection through a smart phone or device connected to a data plan. You are responsible for any service charges for your internet connection or data plan incurred as a result of using or accessing the Services through such device and acknowledge and agree that you will be solely responsible for all disputes with any internet service or mobile phone provider relating to same. We are not responsible for and do not make any assurances about the availability, functionality, or cost of any network connection or other data plan.
Canopy Products. Your subscription associated with your Canopy Product may include a separate data plan, delivering internet connectivity and data storage though the Canopy Product modem. The current data provider associated with your Product is listed on the Site. We are not responsible for and do not make any assurances about the availability or functionality of any network data providers.

Access and Use

Limited License. All right, title and interest in the Services and content provided through the Products and Services (including without limitation information, documents, logos, graphics, designs and images) are owned by Canopy, its licensors, or designated third parties. Subject to these Terms, Canopy grants you a limited, non-transferable, non-exclusive right to access and make personal and non-commercial use of the Products and Services. Notwithstanding the foregoing, businesses may purchase Products and use the Services for their own internal, lawful business purposes; however, this license does not include any right to resell Products or Services, or otherwise make the Products or Services available for third parties.
Restrictions. Privacy and other laws applicable in your jurisdiction may impose certain responsibilities on you and your use of the Products and Services. You agree that it is your responsibility, and not the responsibility of Canopy, to ensure that you comply with any applicable laws when you use the Products and Services, including but not limited to:

any laws or regulations relating to the recording or sharing of video or audio content;
any laws or regulations requiring that notice be given to or that consent be obtained from third parties with respect to your use of the Products or Services (for example, laws or regulations requiring you to display appropriate signage advising others that audio/visual recording is taking place);
any laws or regulations requiring (a) that installation of any Product which takes visual and/or audio recordings be installed at such an angle that it does not take any recordings beyond the boundary of your property (including public pavements or roads); and (b) that, if you use your property as a workplace, you comply with laws governing the monitoring of employees; and/or
Usage in accordance with the Acceptable Use Standards outlined in Section 13.

If your use of the Services or any Products is prohibited by applicable laws, then you aren’t authorized to use the Services or Products. We can’t and won’t be responsible for your using the Services or any Products in a way that breaks the law.

Gifts

If You toggle on the “This is a gift” option during Your purchase of a Product, You represent and warrant that You are purchasing the Product as a gift for another person who meets the eligibility requirements for the Site and Services as set forth in Section 2 of these Terms.

System Requirements; Updates

Requirements. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. The subscription Services will not be accessible without the following:

A compatible vehicle (a list of compatible vehicles is maintained here);
An active Canopy Account;
A Canopy Product – including the Canopy Hub and Pickup Cam;
An active subscription; and
Personal smartphone and operating system updated to the appropriate version as set forth here.

Updates. Canopy is not obligated to make available any updates to the Products or Services (“Updates”). However, to the extent Canopy makes available any Update, you understand and agree that you may be required to enable that Update in order for the Products or Services to function properly, or in order to obtain support for such Products or Services.
End of Life. You understand and agree that Canopy may make end-of-life decisions with respect to its Products and Services at any time in its sole discretion, and Canopy may stop supporting such Products and Services.

10. Your Obligations.

It is your responsibility to install the Products in strict accordance with the instructions and specifications provided to you, as may be amended from time to time in our sole discretion, including without limitation, only installing Products in approved vehicles. If these are improperly installed or not properly configured, then it could result in false sensor event triggers or errors in event detection or recording. Improper Product installation or maintenance may also result in personal injury or death. It is your responsibility to inspect and maintain your Canopy security system and sensors, cameras and other devices after installation is complete and periodically thereafter. If the battery needs replacement or servicing, the Products may not work correctly. Please periodically confirm the battery is properly charging. IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH IMPROPER INSTALLATION, USE OR MAINTENANCE OF THE PRODUCTS.

11. Customer Support; Downloads

General. Canopy provides general support through its Customer Care team, which is available to answer questions and troubleshoot issues. Canopy Customer Care is generally available Monday through Friday from 7am to 7pm and on Saturdays from 10am to 3pm, Eastern Standard Time, excluding US Bank Holidays. You can reach customer service via text message at 855-695-7233, initiate texting with Customer Care via the app chat feature, email via the App or directly at help@canopy.security, or though the online chat function on the Site. Text messages sent to Customer service will generally receive a reply within two business hours. You can also visit our online Help Center HERE for useful information, videos, and Frequently Asked Questions.
Downloads. You may request the ability to download video footage captured on a Product ("Captured Video"). Such requests may be made via the App or by email at help@canopy.security. Once Canopy verifies your identity, we will provide download access to the Captured Video through the App, a direct link, or other reasonable process. It may take up to fourteen (14) days to receive access to the Captured Video. You understand and agree that this feature is provided for the sole purpose of personal use, backup, or for sharing with legal and law enforcement entities as required. You are prohibited from redistributing, selling, or using the Captured Video for commercial purposes without explicit written consent from Canopy. Any unauthorized use, reproduction, or distribution of Captured Video may result in legal action and the possible termination of your account. We reserve the right to monitor the frequency and nature of downloads to ensure compliance with these Terms and may restrict or revoke downloading privileges if misuse is suspected.
Text Messaging Support Terms. We offer support updates and advice through SMS message (the “Text Service"). By participating in the Text Service, you agree to the following:

Signing Up and Opting-In to the Text Service. Enrollment in the Text Service requires you to provide your mobile phone number and to agree to these terms and conditions. You may not enroll if you are under 18 years old (except in Alabama and Nebraska, you must be 19 years old). Before the Text Service will start, you will need to verify the mobile phone number you provided by responding to a text message to your mobile phone that affirms your choice to opt-in to this Text Service and your agreement to these terms. We reserve the right to stop offering the Text Service at any time with or without notice.
Autodialer. You authorize us and our affiliates to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your opt-in.
Not Required. You acknowledge that you do not have to agree to receive messages as a condition of receiving support.
Subscriber. You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt in.
Messages You May Receive. Once you affirm your choice to opt in to the Text Service, your message frequency may vary. You may receive a message when (i) you are welcomed into the Text Service; and (ii) in connection with support services you have requested or initiated.
Charges and Carriers. Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone's pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data or other charges incurred (usage, subscription, etc.) as a result of using the Text Service. The Text Service may not be available on all wireless carriers. We may add or remove any wireless carrier from the Text Service at any time without notice. We, our affiliates, and mobile carriers are not responsible for any undue delays, failure of delivery, or errors in messages.
To Stop the Text Service. To stop receiving text messages from us, text the word STOP to 855-695-7233 any time or reply STOP to any of the text messages you have received from us. For Text Services operated through a different number, text STOP to that number to opt out. Your opt-out request may generate a confirmation text. To complete your opt-out, please provide the requested clarification. You acknowledge that the text message platform may not recognize and respond to unsubscribe requests that do not include the STOP keyword command and agree that we, our affiliates, and our service providers will have no liability for failing to honor such requests.
Questions. You can text HELP for help at any time. This will provide you a phone number to call for assistance.
Mobile Phone Number Change. In the event that you change or deactivate your mobile phone number, you agree to notify Canopy Customer Care or update your Account.

12. Additional Terms

Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

13. Acceptable Use

You are responsible for your use of the Site, Products and Services, and for any use of the Site, Products or Services made using your Account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site, Products or Services, you represent and warrant that you will not:

violate any law or regulation;
violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, or harm another individual;
impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
use any means to scrape or crawl any Web pages contained in the Site;
attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
advocate, encourage, or assist any third party in doing any of the foregoing.

14. Access to App (applicable only to the extent that you download the App)

Access. If you download the App from the Apple Store or Google Play App Store, subject to your compliance with these Terms and the Apple Store or Google Play App Store terms, Canopy hereby grants you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right to access the App solely for personal, non-commercial use on a single mobile device owned or otherwise controlled by you, strictly in accordance with the App’s documentation and these Terms.
Ownership; Restrictions. As between the parties, Canopy owns all right, title and interest in and to the App, and any intellectual property rights associated with it. Canopy reserves all rights in and to the App not expressly granted to you in these Terms. Except as expressly permitted by these Terms, by law, or by applicable third party license, you must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the App; (ii) host the App for the benefit of third parties; (iii) disclose or permit any third party to access the App, except as expressly permitted in these Terms; (iv) modify or create derivative works of the App, or merge the App with other software; (v) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the App or attempt to derive any of its source code, in whole or in part; (vi) modify, obscure, or delete any proprietary rights notices included in or on the App; (vii) otherwise use or copy the App in a manner not expressly permitted by these Terms; or (viii) use the App beyond its applicable term.
Acknowledgments. By using the App, you acknowledge that this Section 14 of the Terms is entered into by and between Canopy and not with Apple, Inc. or Google, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this section and that Apple, Inc. and Google, Inc. have the right (and is deemed to have accepted the right) to enforce this Section 14. Canopy is solely responsible for the App and any content contained therein. You acknowledge that Apple, Inc. and Google, Inc. have no obligation whatsoever to furnish any maintenance and support services with respect to the App. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
Infringement. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Canopy, not Apple, Inc. or Google, Inc., will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
Applicability. This Section 14 only applies to the extent that you have access to the App. Upon deletion of the App from your mobile device, all rights granted to you in this section will also terminate, and you must cease use of the App and delete all copies of the App from your mobile device and account. Termination will not limit any of Canopy’s rights or remedies at law or in equity.

15. User Content

The Site and some of our Services allow you to upload, submit, store, send, or receive content and data (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content.

Subject to our Privacy Policy, when you upload, submit, store, send, or receive User Content to or through the Site or Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify and create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services). This license is for the limited purpose of operating, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world and in any media. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Site or Services.

You promise that:

• you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and

• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may remove User Content from the Site or Services for any reason.

16. Ownership

Other than User Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”). The Site and Services, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Site and Services are copyright © SNTNLL LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Canopy.

17. Copyright and Intellectual Property Policy

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

Your address, telephone number, and email address.
A description of the copyrighted work that you claim has been infringed.
A description of where the alleged infringing material is located.
A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

Minnie Raghavan

One American Road

Dearborn, MI 48126

Legal@canopy.security

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the judicial district in which your physical address is located, or if your physical address is located outside of the United States, then to the federal court in the state of Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

18. Privacy

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your Account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

19. Third-Party Content

The Site and Services may contain hyperlinks to third-party websites and online resources or may give you the ability to access, use or integrate directly with third-party apps, products, content or other media controlled by third parties (collectively, “Third-Party Content”). A link to Third-Party Content does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any Third-Party Content. By accessing or using any Third-Party Content, you understand and agree that:

Third-Party Content providers may restrict or revoke access to their content at any time;
We do not operate, control or endorse any Third-Party Content and are not responsible for and have no editorial or programming control over any Third-Party Content;
Further, we do not guarantee the safety, accuracy, legality, and effectiveness of the Third-Party Content, and will have no responsibility for any Third-Party Content including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable;
We have no control over the distribution of Third-Party Content;
Canopy will have no liability to you or anyone else who uses your Account with regard to any Third-Party Content;
You will assume all risks in connection with your interaction with or use of any Third-Party Content; and
You are responsible for reading and understanding the terms and conditions and privacy notice that applies to your use of Third-Party Content.

20. Emergency Monitoring Services

General. You may be able to link certain Canopy Products and/or Services to a third-party emergency monitoring service plan (“EMS Plan”). Information about the EMS Plan will be available on the Site. EMS Plan services are provided by a third-party provider and your use of such services will be governed by such provider’s terms of service, and any information you provide will be subject to its privacy policy.
Limitations on EMS Plans. You understand and agree that the EMS will not function (1) with the loss of critical electrical power, including without limitation the loss of power to equipment necessary to route EMS communications to the appropriate emergency call center; (2) if the wireless or network connection to your device with the EMS Plan application is not operational; (3) at a remote location with no internet connection or other wireless coverage; (4) if the EMS Plan application is not correctly configured; (5) if the correct physical address for the EMS Plan is not provided; (6) if an emergency call center's technical limitations render it incapable of receiving or processing calls from the EMS Plan; (7) if necessary permissions are not enabled for EMS Plan features; (8) if the mobile device used for the EMS Plan does not have the minimum battery life (9) if the mobile device does not properly transmit sensor or location signals and (10) other force majeure events cause the quality of the network connection to deteriorate, including without limitation network congestion.
Reliance on third parties. In enabling the EMS Plan, Canopy is dependent on third parties (including the third party EMS Plan provider), the functioning of the local network, the Internet, GPS and the GPRS network. You understand and agree that you are aware of this and accept that Canopy has no control over this.
NOT A REPLACEMENT FOR 911. IN THE EVENT OF A LIFE OR SAFETY HAZARD, RISK OF PROPERTY DAMAGE, FIRE, FLOOD, BURGLARY, MUGGING, AUTOMOBILE CRASH, MEDICAL OR OTHER EMERGENCY, YOU SHOULD CONTACT 911 OR OTHER APPROPRIATE EMERGENCY SERVICES IMMEDIATELY. FEATURES OF THE EMS SERVICES ARE NOT A REPLACEMENT FOR 911.
Limitation of Liability. You understand and agree do not have any control over whether, or the manner in which, calls using the EMS Plan are answered or addressed by emergency response centers. Without limiting anything in Section 24, we disclaim all responsibility for the conduct of any local, regional, or national emergency calling centers and emergency response centers. We may rely on suppliers, vendors, and third parties to assist us providing the EMS Plan and in routing communications to local, regional, or national emergency calling centers and emergency response centers. We disclaim any and all liability or responsibility in the event third party data used to route communications is incorrect, not sent, or yields an erroneous result. Canopy does not warrant or guarantee that the EMS will detect and report all emergency situations, that false reports will not be made, or that emergency assistance will be provided in the event of an emergency situation.

21.Changes to the Site or Services

We enhance and update the Site and Services often. We may change any part of the Services at any time: for legal or regulatory reasons; for security reasons; to enhance existing features or add additional features or remove features; to reflect advancements in technology; to make reasonable technical adjustments to the Services; and to ensure the ongoing operability of the Services. If you reject these changes, you may stop using the Site and Services and cancel your subscription to the Services at any time, in accordance with Section 5.6. Regardless of any changes to the Services, any increase in the applicable subscription fee will not apply before the end of your current subscription period.

We are under no obligation to provide any or all features and functionality to your Services and may, at our discretion, discontinue the provision of software updates to certain Services. Because different systems may support different features and functionality, the level of service we provide may not be the same for each System.

22. Termination

We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

23. Warranty; Warranty Disclaimer and Limitations on Our Liability

Only the applicable sales conditions, the descriptions, characteristics, features, presentations and price that we publish and directly present on the website or App, will be regarded as constituting the description of the Services. You are fully responsible for verifying whether the Services, as they are described in the above-mentioned published materials, meet your needs and intended use.

There is a limited warranty on the Canopy Products. The specifics of our Limited Product Warranty are linked HERE.

Further, you may be eligible for Canopy’s “Theft Protection Guarantee,” subject to availability and restrictions. You understand and agree that Canopy reserves the right to discontinue or amend its Theft Protection Guarantee at any time, in its sole discretion.

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHER THAN AS EXPRESSLY STATED IN OUR LIMITED PRODUCT WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (collectively, “AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IF APPLICABLE LAW DOES NOT PERMIT CANOPY TO LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES, THEN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH STATUTORY OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE WARRANTY PERIOD OF ONE (1) YEAR FROM THE DATE OF PURCHASE OF THE APPLICABLE PRODUCT.

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY THIRD-PARTY CONTENT OR SERVICES. OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY MALWARE VULNERABILITY OR OTHER BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

YOU AGREE THAT WE ARE NOT AN INSURER AND THAT WE ARE NOT PROVIDING YOU WITH INSURANCE OF ANY TYPE. ANY AMOUNTS THAT YOU PAY US FOR THE SERVICES ARE NOT INSURANCE PREMIUMS AND ARE NOT RELATED TO THE VALUE OF YOUR PROPERTY, ANYONE ELSE’S PROPERTY, OR ANY RISK OF LOSS OF YOUR PROPERTY. IF YOU WANT INSURANCE TO PROTECT AGAINST ANY RISK OF LOSS OF YOUR PROPERTY, YOU WILL PURCHASE IT. IN THE EVENT OF ANY LOSS, DAMAGE, OR INJURY, YOU WILL NOT LOOK TO US TO COMPENSATE YOU OR ANYONE ELSE. YOU RELEASE AND WAIVE FOR YOURSELF AND YOUR INSURER ALL SUBROGATION AND OTHER RIGHTS TO RECOVER AGAINST CANOPY ARISING AS A RESULT OF THE PAYMENT OF ANY CLAIM FOR LOSS, DAMAGE, OR INJURY.

OUR EQUIPMENT AND SERVICES DO NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF CERTAIN EVENTS, INCLUDING, BUT NOT LIMITED TO, FIRES, FLOODS, BURGLARIES, ROBBERIES, AUTOMOBILE CRASHES, MEDICAL PROBLEMS, OR EMERGENCIES OF ANY KIND. CANOPY MAKES NO GUARANTEE OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CANOPY EQUIPMENT AND SERVICES PROVIDED WILL DETECT OR AVERT SUCH INCIDENTS OR THEIR CONSEQUENCES. THE COMPANY DOES NOT UNDERTAKE ANY RISK THAT YOU OR YOUR PROPERTY, OR THE PERSON OR PROPERTY OF OTHERS, MAY BE SUBJECT TO INJURY OR LOSS IF SUCH AN EVENT OCCURS. THE ALLOCATION OF SUCH RISK REMAINS WITH YOU, NOT THE COMPANY.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

NO SUIT OR ACTION SHALL BE BROUGHT AGAINST CANOPY AFTER THE SHORTER OF (1) ONE YEAR AFTER THE DATE OF LOSS OR (2) THE TIME ALLOWED BY LAW.

THE PROVISIONS OF THIS PARAGRAPH 22 SHALL APPLY TO AND BENEFIT CANOPY AND ITS AGENTS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, DEALERS, AFFILIATES, PARENTS (BOTH DIRECT AND INDIRECT), AFFINITY MARKETERS AND OTHER PARTNERS.

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

24. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, including in paragraph 22, there will be no third-party beneficiaries to these Terms.

25. Malware Vulnerability Notice and Waiver

Equipment that relies on wireless or internet connections or are connected to a network of any kind (such as security systems, communications equipment, cameras, cloud storage, and other kinds of networkable security and other devices) may not be secure and may be exploited or hacked by malware and spyware variants (“Malware Vulnerabilities”). Malware Vulnerabilities may provide a gateway for a person with malicious intent the capability to arm or disarm your system or related equipment; view, extract, change, destroy, steal, disclose or alter your data, or the data of others; monitor and/or spy on your activities and the activities of others; cause internet and network outages; provide for unintended or unauthorized access by others to your network, or the network of others; and otherwise place people, property or data at risk. CANOPY MAKES NO WARRANTY OR REPRESENTATION THAT THE PRODUCTS OR SERVICES ARE SECURE, DO NOT HAVE, OR ARE NOT SUSCEPTIBLE TO, MALWARE VULNERABILITIES. Canopy assumes no liability whatsoever for any Malware Vulnerabilities and, to the fullest extent permitted by applicable law, you agree to release and hold Canopy harmless from any Malware Vulnerabilities and any related loss or damage of any kind or sort, even if caused by any breach of contract or negligence of any kind or degree of Canopy (the “Malware Vulnerability Release”). If the Malware Vulnerability Release is not enforceable under applicable law for any reason, then the limitation of liability set forth in Section 23 shall apply to any losses or damages, of any kind or sort, arising from, or related to, Malware Vulnerabilities.

26. Indemnification

General Indemnity. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our Company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to, any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
Third-Party Indemnification: You understand and agree these Terms are intended only for your benefit. Therefore, to the fullest extent permitted by applicable law, and without limiting the general indemnity set forth above, you agree to indemnify, defend, release and hold Canopy harmless from and against: (i) all claims, actions, lawsuits and any other legal action brought by any third party against Canopy arising from or relating to these Terms, (a “Third-Party Action”); and (ii) any and all related losses, damages, settlements and judgements (including payment of attorneys’ fees and costs by Canopy) incurred by, assessed or found against, or made by Canopy relating to or arising from any such Third Party Action (“Third Party Related Losses”), even if such Third Party Action and Third Party Related Losses arise from the negligence of any kind or degree of Canopy, breach of contract or warranty or condition, strict liability, non-compliance with applicable law or other fault. Nothing contained herein shall be construed to require any indemnification which would render or make this clause, in whole or in part, void and/or unenforceable under applicable law. This indemnification obligation shall not apply to any willful, wanton, intentional or reckless misconduct of Canopy or the gross negligence of Canopy in those jurisdictions that do not permit limitation of liability for gross negligence. As used herein, “third party” is defined to include any person or entity who did not electronically sign these Terms, including without limitation, a spouse, family member, guest, neighbor, tenant, employee or insurance company.

27. Informal Dispute Resolution

We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone conversation between you, personally, and us. To initiate this good faith effort to informally resolve a dispute, you agree to notify us in writing at legal@canopy.security of the nature of this dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. During the sixty (60) days following receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or we may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to filing an arbitration. You and we may agree, via a separate signed agreement, to toll the statute of limitations and any filing fee deadlines while the parties engage in this informal dispute resolution process. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

28. Arbitration Agreement & Waiver of Certain Rights

YOU AND CANOPY AGREE THAT ANY AND ALL DISPUTES BETWEEN US SHALL BE GOVERNED BY THIS BINDING ARBITRATION AGREEMENT. You and Canopy agree that, except as set forth below, we will resolve any and all controversies, claims, counterclaims, or other disputes between you and Canopy or you and a third-party agent of Canopy (a “Claim”) through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). As used herein, the term “Claim” means any claim or controversy, including, but not limited to, initial claims, counterclaims, cross-claims and third-party claims, whether based in contract; tort; fraud; intentional acts; violation of any statute, code or regulation; or other legal theory. The term “Claim” shall be given the broadest possible meaning and will apply to, without limitation, all claims and controversies arising from this Agreement; sales activities; goods and services; advertisements, promotions and other statements; billing and collection practices; privacy; and any other claim arising from my interaction or relationship with Canopy. This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. YOU AND WE HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM. The arbitration will be heard and determined by a single neutral arbitrator at a location within the federal judicial district in which you reside. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of these Terms including, but not limited to, a claim that all or any part of these Terms is void or voidable.

To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim to legal@canopy.security. This letter must be received at least five (5) days before you initiate an arbitration proceeding against us.

Any party to the arbitration may, at any time more than ten (10) days before the arbitration hearing, serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

Upon your request, Canopy will reimburse you for all filing and administrative fees required for initiating the arbitration. Otherwise, each party is responsible for its own respective costs and fees, including, but not limited to, attorney and expert fees. The arbitrator shall apply applicable substantive law and, upon the request of either party, issue a written explanation of the basis for the decision. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Canopy will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or Canopy from seeking action by federal, state, or local government agencies. You and Canopy also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. In addition, you and Canopy retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor Canopy may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated, or representative basis. The arbitrator can decide only your and/or Canopy individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR CANOPY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section will continue in full force and effect. This Section of these Terms will survive the termination of your relationship with Canopy.

29.Mass Arbitration Process Requirements

If twenty-five (25) or more similar claims are asserted against Canopy by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your dispute might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Counsel for the claimants and Canopy’s counsel shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and Canopy will pay the mediator's fee. If the parties are unable to resolve the remaining matters through mediation at this time, then each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and Canopy will pay the mediator's fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by the AAA in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this section regarding “Disputes” from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Canopy. Should a court of competent jurisdiction decline to enforce these "Mass Arbitration Process Requirements," you and we agree that your and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

30.Other Provisions

Force Majeure. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any conflict of laws rules or provisions. The only exception to this agreed-upon choice of law, is the application California Code of Civil Procedure section 998, as discussed above in the Agreement to Arbitrate (Section 28).
Severability. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
Waiver. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
Assignment. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

31. Changes to these Terms

From time to time, we may change these Terms. If we change these Terms, we will give you notice. Changes will not apply retroactively and will become effective thirty (30) days after Canopy provides you with notice of any changes to these Terms. If you are dissatisfied with any changes to these Terms, you may stop using the Site and Services and cancel your subscription in accordance with Section 5 of these Terms. Your use of the Products or Services on or after the effective date of the change to the Terms constitutes your acceptance of the Terms, as modified.

PLEASE PRINT A COPY OF THESE TERMS FOR YOU RECORDS AND PLEASE CHECK THE SITE FREQUENTLY FOR ANY CHANGES TO THESE TERMS.