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Canopy for Agriculture helps address the challenges of cultivating products in the farm and delivering it to end consumers while lowering costs and ensuring the best possible quality.
By integrating with existing Sensors and deploying new sensors, Canopy delivers a solution to manage the following aspects of growing and processing:
Whether it’s your sensors or sensors we provide, Canopy is built to accept data from all major IoT sensor manufacturers meaning you can leverage existing IoT hardware investments already in place and be up and running quickly.
Sensors provide valuable data, but there is no value if this data sits captured only in a log and database. By using our intuitive and easy-to-use User Interface, Canopy allows you to create impactful visualisation of the data provided by the sensors. Data visualisations provides you with insights to detect changes, alert on issues and report on conditions that could cause serious financial damage. We also provide preconfigured industry-specific dashboards to get you up and running even faster and provide instant insights that significantly reduce the time to deliver value from your IoT investment.
Canopy provides you with a powerful data analytics and rules engine. When combined with our predictive alerts and trend analysis, you can easily setup automated alerts and actions to ensure that adverse or changes to environmental conditions are acted upon to help improve crop quality and reduce costs from excess irrigation or fertlisation.
Using our cloud architecture, we can have your environment up and running in hours, not days or weeks. Sensors can be easily deployed and registered by using your existing maintenance teams or any other external contractors. As soon as a sensor is registered, the data flows into the Canopy cloud and can be immediately visualised and acted upon. The return on investment from your Canopy deployment can be measured in days or weeks not months or years!
With Canopy we scale with you from 1 sensor to hundreds of thousands of sensors. Our transparent pricing model allows you to pay as you go and control your investments and scale up on your timeline. There is no minimum spend and price breaks based on quantity of sensors monitored means your return on investment improves as you scale out your IoT monitoring program.
This notice applies across all websites that we own and operate and all services we provide, including our online services products, and any other apps or services we may offer (for example, events or training). For the purpose of this notice, we’ll just call them our ‘services’.
When we say ‘personal data’ we mean identifiable information about you, like your name, email, address, telephone number, bank account details, payment information, credit card details, support queries, and so on. If you can’t be identified (for example, when personal data has been aggregated and anonymised) then this notice doesn’t apply. Check out our Terms of Use for more information on how we treat your other data.We may need to update this notice from time to time. Where a change is significant, we’ll make sure we let you know – usually by sending you an email.
When we refer to ‘we’ (or ‘our’ or ‘us’), that means CT4 Pty Limited (the company behind Canopy) and all its wholly owned subsidiaries. Our headquarters are in Australia but we operate and have offices all over the world. Address details for all CT4 offices are available on our Contacts us page.
For European Union data protection purposes, when we act as a controller in relation to your personal data, CT4 Europe Limited (Company No: 09357367) is our representative in the European Union.
Our approach to data protection is built around four key principles. They’re at the heart of everything we do relating to personal data.
Transparency: We take a human approach to how we process personal data by being open, honest and transparent.
Enablement: We enable connections and efficient use of personal data to empower productivity and growth.
Security: We champion industry leading approaches to securing the personal data entrusted to us.
Stewardship: We accept the responsibility that comes with processing personal data.
When you visit our websites or use our services, we collect personal data. The ways we collect it can be broadly categorised into the following:
Information you provide to us directly: When you visit or use some parts of our websites and/or services we might ask you to provide personal data to us. For example, when you sign up for a subscription, join us on social media, take part in training and events, contact us with questions or request support. If you don’t want to provide us with personal data, you don’t have to, but it might mean you can’t use some parts of our websites or services.
Information we collect automatically: We collect some information about you automatically when you visit our websites or use our services, like your IP address and device type. We also collect information when you navigate through our websites and services, including what pages you looked at and what links you clicked on. This information is useful for us as it helps us get a better understanding of how you’re using our websites and services so that we can continue to provide the best experience possible (e.g., by personalising the content you see).
Some of this information is collected using cookies and similar tracking technologies..
Information we get from third parties: The majority of information we collect, we collect directly from you. Sometimes we might collect personal data about you from other sources, such as publicly available materials or trusted third parties like our marketing and research partners. We use this information to supplement the personal data we already hold about you, in order to better inform, personalise and improve our services, and to validate the personal data you provide.
Where we collect personal data, we’ll only process it:
If we don’t collect your personal data, we may be unable to provide you with all our services, and some functionsand features on our websites may not be available to you.
If you’re someone who doesn’t have a relationship with us, but believe that a Cirrus subscriber has entered your personal data into our websites or services, you’ll need to contact that Cirrus subscriber for any questions you have about your personal data (including where you want to access, correct, amend, or request that the user delete, your personal data).
First and foremost, we use your personal data to operate our websites and provide you with any services you’ve requested, and to manage our relationship with you. We also use your personal data for other purposes, which may include the following:
To communicate with you: This may include:
To support you: This may include assisting with the resolution of technical support issues or other issues relating to the websites or services, whether by email, or otherwise.
To enhance our websites and services and develop new ones: For example, by tracking and monitoring your use of websites and services so we can keep improving, or by carrying out technical analysis of our websites and services so that we can optimise your user experience and provide you with more efficient tools.
To protect: So that we can detect and prevent any fraudulent or malicious activity, and make sure that everyone is using our websites and services fairly and in accordance with our terms (www.cirrusbackup.com/terms).
To analyse, aggregate and report: We may use the personal data we collect about you and other users of our websites and services (whether obtained directly or from third parties) to produce aggregated and anonymised analytics and reports, which we may share publicly or with third parties.
There will be times when we need to share your personal data with third parties. We will only disclose your personal data to:
If we share data, and that would only ever be subscriber data, it will never be transferred to, and processed in, countries other than the country where you signed up to.
Security is a priority for us when it comes to your personal data. We’re committed to protecting your personal data and have appropriate technical and organisational measures in place to make sure that happens.
The length of time we keep your personal data depends on what it is and whether we have an ongoing business need to retain it (for example, to provide you with a service you’ve requested or to comply with applicable legal, tax or accounting requirements).
We’ll retain your personal data for as long as we have a relationship with you and for a period of time afterwards where we have an ongoing business need to retain it, in accordance with our data retention policies and practices. Following that period, we’ll make sure it’s deleted or anonymised.
It’s your personal data and you have certain rights relating to it. When it comes to marketing communications, you can ask us not to send you these at any time – just follow the unsubscribe instructions contained in the marketing communication.
You also have rights to:
You can exercise these rights at any time by making a support request at servicedesk@ct4.com.
If you’re not happy with how we are processing your personal data, please let us know by getting in touch from the support page. We will review and investigate your complaint, and try to get back to you within a reasonable time frame. You can also complain to your local data protection authority. They will be able to advise you how to submit a complaint.
We’re always keen to hear from you. If you’re curious about what personal data we hold about you or you have a question or feedback for us on this notice, our websites or services, please get in touch.
As a technology company, we prefer to communicate with you by email – this ensures that you’re put in contact with the right person, in the right location, and in accordance with any regulatory time frames.
Contact us from www.canopytools.com/contact
IMPORTANT, PLEASE READ CAREFULLY: THIS CUSTOMER AGREEMENT (this “Agreement”) IS A LEGAL AGREEMENT BETWEEN YOU (DEFINED BELOW) AND CT4 (DEFINED BELOW), WITH RESPECT TO USE OF AND ACCESS TO CERTAIN PRODUCTS (DEFINED BELOW) MADE AVAILABLE TO YOU BY CT4 PURSUANT TO THIS AGREEMENT. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SUBMITTING A PURCHASE ORDER IN RESPONSE TO A QUOTE FROM CT4 OR ITS AUTHORISED CHANNEL PARTNERS RELATING TO A PRODUCT, ACCESSING OR OTHERWISE USING A PRODUCT, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (A) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANISATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“Customer” or “you”) AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCTS.
When we say "Authorised User," we mean any of your employees, officers, contractors, customers, suppliers and any other third party that you permit to access and use the Products.
When we say "CT4," "we," "our" or "us", we mean the CT4 entity you contract with and pay fees to or, if you purchased a Subscription (defined below) to or other access right to the Products from a third party partner reseller authorised by CT4 to sell Subscriptions to you (each, a "Reseller") the CT4 entity your Reseller contracts with and pays fees to. This table shows which CT4 entity you or your Reseller contracts with. The CT4 entity that you contract with is the "Contracting Entity".
"Documentation" means the user manuals, help files, technical manuals, and any other materials provided by or on behalf of CT4 that accompany the applicable Product, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the applicable Product.
A "Product" means a software product or service made available to you by CT4 as set forth in an Order.
An "Order" is an order form or other ordering document entered into by you with CT4 or a Reseller that references this Agreement or pursuant to which you are otherwise informed that this Agreement applies to your access to and use of the Products.
“Statement of Work” means the agreement entitled ‘Statement of Work’ between the relevant CT4 entity and you, as amended from time to time.
“Subscription Fees” means the fees payable for Products as set out in a Statement of Work or otherwise agreed between the Parties in writing.
CT4 provides access to the Products on a subscription basis, which includes automatically recurring payments for periodic charges (each, a “Subscription”).
We will use commercially reasonable efforts to deliver the access instructions for Products to the designated contact for you or through other reasonable electronic means no later than when we have received payment of the applicable Subscription Fees.
Subject to your compliance with this Agreement, CT4 grants you, during the Subscription Term (defined below), a non-exclusive, non-sublicensable and non-transferable right to allow your Authorised Users to access and use the Products in accordance with the Documentation for your internal business purposes under the terms and conditions stated herein.
Except as otherwise expressly permitted in this Agreement, you will not:
reproduce, modify, adapt or create derivative works of the Products;
use the Products in violation of any applicable laws or regulations;
rent, lease, distribute, sell, sublicense, transfer or provide access to the Products to a third party;
incorporate any Products into a product or service you provide to a third party;
interfere with or otherwise circumvent mechanisms in the Products intended to limit your use;
reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);
remove or obscure any proprietary or other notices contained in any Product;
use the Products for competitive analysis or to build competitive products;
publicly disseminate information regarding the performance of the Products; or encourage or assist any third party to do any of the aforementioned.
Your use of the Products is subject to all additional terms, policies, rules, or guidelines applicable to the Products or certain features of the Products that we may post on or link to from the Products (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
You will be charged the Subscription Fees during the Initial Term (defined below) and each Renewal Term (defined below). All fees are non-refundable and are payable in the currency specified on the Order.
You must pay the Subscription Fees for the Products you have purchased within 30 days from the date on the invoice issued by us. We will issue a monthly invoice for the applicable Subscription Fees via email to your nominated email account. Unless specified otherwise in the invoice, you must make all payments due to CT4 via electronic transfer into CT4’s nominated bank account. Subscription Fees are subject to change at the discretion of CT4 at the expiration of the initial Term and each subsequent Term.
If you agree to payment of Subscription Fees via a direct debit arrangement, you authorise CT4 to charge all sums for the Orders that you make and any level of Subscription you select as described in this Agreement or published by CT4, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, CT4 may seek pre-authorisation of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
If you activate a Subscription by submitting an Order or otherwise indicating your agreementto activate or extend the term of a Subscription, you authorise CT4 to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums.
Your use of the Products is subject to all additional terms, policies, rules, or guidelines applicable to the Products or certain features of the Products that we may post on or link to from the Products (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
Through the Products, you may be able to specify certain Authorised Users as “Administrators”, who will have important rights and controls over your use of Products and Authorised User accounts (“Accounts”). These rights may include the ability to (a) place Orders for Products (b) renew or extend the Subscription Term, (c) create, de-provision, monitor or modify Accounts, (d) set Authorised User usage permissions; and/or (d) manage access to data by Authorised Users or others.
Administrators may also take over management of Accounts previously registered using an email address belonging to your domain. You are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Products for you.
If you place an Order through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and CT4, you are solely responsible for any access, use, or other actions by Reseller to your Authorised User accounts or your other Accounts.
Prior to providing access to the Products, you will provide all required disclosures to and will obtain and maintain all required consents from Authorised Users to allow: (a) Administrators to have the access described in this Agreement and our Privacy Policy (the “Privacy Policy”) and (b) CT4’s provision of the Products to Administrators and Authorised Users. You will provide evidence of such consents upon our reasonable request.
Our Products have various user onboarding flows. Some Products require Authorised Users to be designated by Administrators; some allow Authorised Users to sign up for individual accounts which can become associated with teams or organisations at a later time; and some may allow Authorised Users to invite other Authorised Users. Pricing and functionality may vary according to the type of Authorised User.
You are responsible for understanding the settings and controls for each Product you use and for controlling whom you allow to become an Authorised User. If payment is required for Authorised Users to use or access a Product, then we are only required to provide the Products to those Authorised Users for whom you have paid the applicable Subscription Fees, and only such Authorised Users are permitted to access and use the Products.
Some Products may allow you to designate different types of Authorised Users, in which case pricing and functionality may vary according to the type of Authorised User. You are responsible for compliance with this Agreement by all Authorised Users, including for any payment obligations.
You are responsible for the activities of all your Authorised Users, including Orders they may place and how Authorised Users access, use, share, disclose, transfer or otherwise process User Data (defined below).
You must require that all Authorised Users keep their user IDs and passwords for the Products strictly confidential and do not share such information with any unauthorised person. You areresponsible for any and all actions taken using Accounts and passwords, and you agree to immediately notify us of any unauthorised use of which you become aware. You must take all steps reasonably necessary to terminate the unauthorised use. You will, and will cause your Authorised Users, to cooperate and assist with any actions taken by CT4 to prevent or terminate unauthorised use of the Products.
If you purchase a Subscription through a Reseller:
Instead of paying us, you will pay the applicable amounts due for the Products and associated Subscriptions you have ordered to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use Products if we do not receive the corresponding payment from the Reseller.
Your order details will be as stated in the Order placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of Orders.
Resellers are not authorised to modify the terms of this Agreement and CT4 is not bound by any obligations to you other than as set forth in this Agreement.
We implement and maintain physical, technical and administrative security measures designed to protect User Data from unauthorised access, destruction, use, modification, or disclosure.
We collect certain data and information about users, including Authorised Users, in connection with the provision of the Products. We collect, use, share, disclose, transfer and process all such data and information in accordance with the Privacy Policy, which you agree to as part of this Agreement.
You and your use of Products must comply at all times with this Agreement and all applicable laws and regulations.
You represent and warrant that:
You, on behalf of yourself and Authorised Users, have obtained all necessary rights, releases and permissions to submit all User Data to the Products and to grant the rights granted to us in this Agreement; and
User Data and its submission and use as you authorise in this Agreement will not violate: (a) any applicable laws or regulations; (b) any intellectual property, copyright, contract, privacy, publicity or other rights, or (c) any of your or third-party policies or terms governing User Data.
Other than our express obligations under this Agreement, we shall assume no responsibility or liability for User Data.
We are not responsible for any access to or use of User Data by third party providers or theirproducts or services, or for the security or privacy practices of any third-party provider or its products or services.
Where we think there has been unauthorised access to an Account, we’ll use commercially reasonable efforts to let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected data, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your Subscription. The obligations described in this section don’t apply to incidents that you or your Authorised Users cause.
The Products automatically collect and transmit technical data about the performance or use of the Products ("Product Usage Data"), which is in aggregated or deidentified form only. Product Usage Data does not include the contents of any User Data or any personally identifiable information. CT4 and the Products may collect, generate, and derive Product Usage Data for our business purposes, including to: (a) track usage for billing purposes; (b) provide support for the Products; (c) monitor the performance and stability of the Products; (d) prevent or address technical issues with the Products; and (e) improve the Products and develop derivative and new products and services. You will not interfere with the collection of Product Usage Data. As between you and CT4, CT4 owns all rights, title, and interest, including all intellectual property rights in and to Product Usage Data, the know-how and analytical results generated in the processing of Product Usage Data, and any and all new products, services, and developments, modifications, customisations, or improvements to any Products based on the Product Usage Data.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
While using a Product or otherwise pursuant to this Agreement, you may share confidential information with us, and you may become aware of confidential information about us. You and we each agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so, but in the event this happens, and if permitted, we must notify one another as soon as possible.
We may introduce security features designed to make Accounts more secure, such as two-step authentication. Depending on where you are in the world, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realise there’s been any unauthorised use of your password or any breach of security to an Account or email address linked to an Account, you need to let us know immediately in accordance with the escalation procedures set out in the applicable Statement of Work. You also agree not to use free-form fields in any of CT4’s systems or services to store personal data(unless it’s a field explicitly asking for personal data - like a first name or a last name), credit card details, tax identifiers or bank account details.
You may choose to integrate other third-party products or services in connection with the Products, through API or other means. Use of any third-party products or services is subject to a separate agreement between you and the third-party provider.
f you or an Authorised User enables or uses third party products or services with the Products, CT4 will allow the third-party providers to access or use User Data as required for the interoperation of their products and services with the Products. Any third-party provider's use of User Data is subject to the applicable agreement between you (or your authorised representative) and such third-party provider.
CT4 is not responsible for any access to or use of User Data by third party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services.
Some of our partner services, such as hardware providers, have additional terms that apply to you.
Third-party products, such as hardware devices, are subject to terms and conditions and privacy notices set by their providers. These include how the provider will use User Data or other data or information that you make available to them. By using the Products, you agree to be bound by the terms and conditions of our partners.
On occasion, we need to perform maintenance on the Products and infrastructure through which we make them available, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll use commercially reasonable efforts to notify you in advance and select a day and time that will minimise the impact on our global subscribers.
You know how the internet works – occasionally you might not be able to access the Products and User Data. This might happen for any number of reasons, at any time.
Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Products.
We frequently release new updates, modifications and enhancements to the Products, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within the Products when you log in).
You acknowledge and agree that CT4 may, in its sole discretion, modify the features and functionality of the Products, including:
establish new limits on the Products (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Products;
remove or restrict application programming interfaces or make alterations to data retention periods;
modify the Product, its infrastructure, system configurations or routing configuration; or
modify or replace any hardware or software within its infrastructure or in equipment used to deliver the Product.
Subject to the terms of your agreement with any Reseller and your compliance with this Agreement, unless earlier terminated, the initial length of your Subscription for a Product will be for an initial period of 36 months (“Initial Term”) and, unless either party provides the other with at least 60 days’ notice of non-renewal, upon the date of expiration of the Initial Term or the then-current Renewal Term, your Subscription will automatically extend for successive one-year terms (or such other length of renewal period as stated on the Order or Statement of Work) (each, a “Renewal Term”, and the Initial Term together with all Renewal Terms, if any, the “Subscription Term”).
CT4 may choose to terminate your Subscription at any time by providing you with one month’s written notice in advance. CT4 may also terminate or suspend your Subscription or access to all or any data immediately if:
you breach any of the terms of this Agreement and do not remedy the breach in a timely manner after being given notice of the breach,
you breach any of the terms of this Agreement and, in CT4’s reasonable judgment, the breach cannot be remedied,
you fail to pay Subscription Fees or other amounts owed to CT4 or the applicable Reseller, or
you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors or become subject to any similar insolvency event in any jurisdiction.
No refund is due to you if you terminate your Subscription or CT4 terminates it in accordance with this Agreement.
Once a Subscription is terminated by you or us, User Data will no longer be available for you to access. We retain it for a period 30 days consistent with our data retention policy, during which, as a subscriber, you can reactivate your Subscription and once again access the User Data by paying the applicable then-current Subscription Fees. You can get in touch with us to have User Data removed completely if you wish or alternatively, we can provide a quote to download all your backed-up data into local storage files.
You warrant and undertake that you shall reasonably assist CT4 in the investigation of any fraudulent use or other misuse of the Products.
Any and all commitments, indemnities and other terms and conditions offered by CT4 with respect to use of the Products are made directly by CT4 to you in accordance with this Agreement and do not extend to a Reseller. You warrant that you are responsible for any harmful materials introduced by your Authorised Users through use of the Products.
All products, support and additional services are provided “as is” and “as available” and to the extent permitted by law, we expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory, as well as any warranties arising from a course of dealing, usage, or trade practice. We do not warrant that the products will satisfy your requirements, are without defect or error, or that the operation of the products will be uninterrupted.
CT4 provides no warranty on the delivery of any future functionality or modification or features or dependent on any oral or written public comments we make regarding future functionality or modification or features.
You agree that your purchases are not contingent on any future functionality or features of Products.
In some places, there may be non-excludable warranties, guarantees or other rights provided by law (“non-excludable guarantees”). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in this Agreement. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant Product (unless the non-excludable guarantee says otherwise).
You agree to indemnify, defend and hold harmless CT4 and its employees, servants, officers and agents (collectively “Indemnitees”), from and against any and all losses which may be sustained, instituted, made or alleged against, or suffered or incurred by Indemnitees, and which arise out of, in the course of or in connection with one or more of the following:
any breach or non-performance by you of your undertakings, warranties or obligations under this Agreement;
all personal injury, death, loss of or damage to property arising from any act or omission of you and your employees, clients, patients, customers, agents, servants or subcontractors;
any negligent act or omission or wilful default, misconduct or fraud committed by you, your employees, clients, customers, patients, agents, servants or subcontractors;
any claims by any of your workmen, employees, officers, clients, customers, patients or agents for any personal injury and/or death suffered in connection with the use or access to the Products;
any malfunction of the Products in so far as attributable to your or an Authorised User’s negligence; and
any breach of any legal requirement by you, an Authorised User or any of your subcontractors.
Notwithstanding any other provision of this Agreement, except with the prior written consent of the CT4, you shall not:
settle or compromise any cause of action, suit or other proceeding if the settlement or compromise obliges CT4 to make any payment or bear any liability or be subject to any injunction or other interim measures by reason of such settlement or compromise;
assume any obligation or grant any rights or licenses on behalf of CT4; or
make any statement at any time admitting liability for or on behalf of CT4.
Other than liability that we can’t exclude or limit by law, our liability to you in connection with the Products or this Agreement, in contract, tort (including negligence) or otherwise, is limited as follows:
We have no liability arising from your use of the Products for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary, or special loss, damage or expense.
Our total aggregate liability to you in any circumstances is limited to the total amount you paid us (or a Reseller) for your subscription in the 3 months immediately preceding the date on which the claim giving rise to the liability arose.
In no event will CT4 be liable to you or any third party for use, interruption, delay or inability to use the Products, lost revenues or profits, delays, interruption, corruption or loss of services or data, business or goodwill, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising our of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we were advised of the possibility of such damages.
CT4 disclaims all liability and responsibility for any third-party products or services (whether hardware, support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.
You understand that use of the Products necessarily involves transmission of User Data over networks that we do not own, operate or control, and we are not responsible for any User Data lost, altered, intercepted or stored across such networks.
CT4 does not guarantee that the Products or our security procedures will be error-free, that transmissions of User Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers.
CT4 will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.
This Agreement is governed by the laws of the Contracting Entity’s Territory or where not explicitly stated, the laws of Melbourne, Australia. For the avoidance of doubt:
In Australia, this Agreement is governed by the laws of Melbourne, Australia
In New Zealand, this Agreement is governed by the laws of New Zealand
In the United Kingdom, this Agreement is governed by the laws of England
In the United States of America, this Agreement is governed by the laws of California, USA
As between the parties, CT4 retains all rights in and to its patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), trade marks (and similar rights), copyrights and copyrightable works (including computer programs) and registrations and applications therefor, including any rights in software, firmware, or source code, trade secrets, know-how, database rights, drawings and all other forms of intellectual property (collectively, “Intellectual Property”).
All and any updates, derivative works, changes or modifications of any Intellectual Property related to the Products or Intellectual Property incorporating any of CT4’s confidential information, such updates, derivative works, changes, modifications or Intellectual Property will be owned solely by CT4 and you hereby irrevocably assign to CT4 all right, title, and interest in and to such, including all Intellectual Property therein to the extent set forth.
If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to CT4 about or in connection with the Products or any CT4 program, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then you grant CT4 a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Agreement (including without limitation this paragraph 65) limits CT4’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under this Agreement arising out of any event or circumstance beyond our reasonable control.
Any notice you send to CT4 must be sent to sales@canopytools.com. Any notices we send to you will be sent to the email address you’ve provided us (or the Reseller) through your Subscription.
You must not use the Products in violation of any export or trade embargo laws that apply to you.
As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your Subscription, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your company, your Subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block you or Authorised Users if you or the applicable Authorised Users are in or from a country from which we can’t receive payments. You should check what payment methods are available in your country for making pawithout prior notice.
Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited.
CT4 may assign this Agreement - or any of our rights or obligations in this Agreement - to another CT4 Entity as it deems appropriate. “CT4 Entities” are the companies controlled by or under common control with CT4 Pty Ltd (an Australian company with registration number 136 951 052), whether in existence now or in the future. You may not assign or transfer to any party, or charge or sub-contract your rights or obligations under this Agreement without CT4’s prior written consent.
We sometimes will decide to change the terms of this Agreement. But don’t worry, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of this Agreement. Generally, we endeavour to provide you with prior notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through the Products. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your Subscription by giving the standard advance notice to CT4.
In the event any provision in this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, such provision or part of it shall, to the extent it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the legality, validity and enforceability of the remainder of the Agreement shall not be affected.
Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion. In this Agreement, unless the context otherwise requires:
the singular includes the plural and vice versa;
the use of one gender includes all other genders;
where any word or phrase is given a defined meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; and
person means and includes a natural person, firm or corporation.
Contracting entities; law and venue: Our contracting entities are listed in the table below along with what law and territory apply in any dispute between you and us:
