Welcome to CanopyDesk ("we," "our," or "us"). By accessing or using our platform, you agree to be bound by these Terms of Service ("Terms"). CanopyDesk empowers businesses to transform their help desk into a thriving ecosystem where inquiries are resolved faster and client relationships grow stronger. Please read these Terms carefully before using our services.
1. Acceptance of Terms
By registering for, accessing, or using the CanopyDesk services, website, or applications (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.
2. Description of Service
CanopyDesk provides a cloud-based customer support platform designed to streamline communication, automate workflows, and enhance client relationships through ticketing systems and support workflow automation tools. The Service is provided on a "Software as a Service" (SaaS) basis.
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.
3. User Accounts
To access certain features of the Service, you must register for an account. By creating an account, you agree to:
- Provide accurate, current, and complete information during the registration process.
- Maintain and promptly update your account information to keep it accurate, current, and complete.
- Maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide.
- Notify us immediately if you discover or otherwise suspect any security breaches related to the Service.
You are responsible for all activities that occur under your account. CanopyDesk allows for team collaboration; however, each user must have a unique login. Sharing login credentials among multiple individuals is strictly prohibited unless specifically permitted by your subscription plan.
4. User Conduct
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
- Use the Service in any way that violates any applicable federal, state, local, or international law or regulation.
- Send unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation.
- Use the Service to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature ("Malware").
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
- Harass, threaten, demean, embarrass, or cause distress to any other user of the Service or our employees.
5. Intellectual Property Rights
The Service and its original content (excluding User Content provided by you), features, and functionality are and will remain the exclusive property of CanopyDesk and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.
Our trademarks and trade dress, including the "CanopyDesk" name and logo, may not be used in connection with any product or service without the prior written consent of CanopyDesk. Nothing in these Terms gives you a right to use the CanopyDesk name or any of the CanopyDesk trademarks, logos, domain names, and other distinctive brand features.
6. User Content
"User Content" means any data, text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Service by you.
You retain full ownership of your User Content. However, by uploading User Content, you grant CanopyDesk a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Content solely for the purpose of providing and improving the Service. We will not sell your data or access your private support tickets except as required by law or to provide necessary technical support.
You represent and warrant that you have all rights required to grant us the license provided in this section and that your User Content does not violate any third-party rights.
7. Payment and Subscription
Certain aspects of the Service are provided for a fee. If you elect to use paid features, you agree to the pricing and payment terms as we may update them from time to time.
- Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis and are non-refundable.
- Upgrades/Downgrades: If you upgrade your plan, the new rate will apply immediately (prorated). If you downgrade, the new rate will apply at the start of the next billing cycle.
- Taxes: You are responsible for all applicable taxes, and we will charge tax when required to do so.
- Cancellations: You may cancel your subscription at any time; however, you will remain liable for all charges accrued up to that time, including full monthly charges for the month in which you discontinued the service.
8. Disclaimers
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
CanopyDesk, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
9. Limitation of Liability
IN NO EVENT SHALL CANOPYDESK, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL CANOPYDESK'S AGGREGATE LIABILITY EXCEED THE AMOUNT YOU PAID CANOPYDESK, IF ANY, IN THE PAST TWELVE (12) MONTHS FOR THE SERVICE GIVING RISE TO THE CLAIM.
10. Indemnification
You agree to defend, indemnify, and hold harmless CanopyDesk, its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms; or c) User Content posted on the Service.
11. Termination
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service and cancel your subscription via the dashboard.
12. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
13. Dispute Resolution
Arbitration: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Delaware, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.
Class Action Waiver: YOU AND CANOPYDESK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14. Changes to Terms
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.