Thank you for using Canopy! This End User Licence Agreement governs your access, rights and responsibilities as an Authorised User of Canopy. Please read it carefully, as it is legally binding.

1. INFORMATION ABOUT US AND THIS APPLICATION

1.1. This software application and associated materials and services (collectively known as “Canopy”) is owned, operated and licenced by OCG Software Limited (“OCG Software”, “We”, “Us”, “Our”). OCG Software Limited is a company registered in England and Wales under company number 01604358 and has registered offices at Oak House, Waterside South, Lincoln, LN5 7FB, United Kingdom.

1.2. Canopy facilitates the creation, approval, management, and analysis of supplier information by OCG Software’s Customers (hereafter referred to as the “Customer”). OCG Software licenses Canopy to its Customers through the Canopy Platform Licence Terms (“Platform Licence”), which have been separately agreed.

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1.3. The Platform Licence grants the Customer permission to create and configure their own instance of Canopy (“Canopy Instance”) and invite Authorised Users to join. Authorised Users may include the Customer’s staff, their suppliers, and other individuals determined by the Customer as requiring access to their Canopy Instance, and OCG Software staff from time to time.

1.4. You have been granted access to Canopy by one of our Customers, and you are now an Authorised User of that Customer’s Canopy Instance. OCG Software is subsequently issuing you with this End User Licence Agreement for this Canopy Instance only (“EULA”). This EULA does not grant you access to other Canopy Instances.

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2. ACCEPTANCE OF TERMS OF USE

2.1. This EULA defines the terms on which Canopy is made available to you. By logging into Canopy, you indicate that you are aged 18 or over and have read and accept this EULA.

2.2. This EULA includes by reference the privacy notice that applies to Canopy (the “Privacy Notice”). A copy of the Privacy Notice can be found at https://www.team-canopy.com/privacy-notice

2.3. You understand and agree that we may add to or change this EULA at any time. Any changes to the EULA are effective immediately and your continued use of Canopy shall constitute on-going acceptance of this EULA, as updated from time-to-time. We therefore recommend that you check this EULA regularly.

2.4. If you do not agree with this EULA, please do not use Canopy.

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3. SCOPE OF LICENCE

3.1. Your access to Canopy is granted by and controlled by our Customer. Should you have any questions about your access or your user permissions, please contact the Customer. The Customer is responsible for governing user access to their Canopy Instance and may change or revoke your access at any time.

3.2. For your period of access, OCG Software is granting you a limited, revocable, royalty-free, non-exclusive, non-transferable, non-sub-licensable licence to use this Canopy Instance as permitted by this EULA and the Platform Licence.

3.3. This licence shall also govern any updates to Canopy provided by OCG Software that replace, repair, and/or supplement previous versions of the application.

This licence is granted to you and you alone. You may not share or make Canopy available to any other person or persons, third parties, sell, rent, lend, lease, or otherwise redistribute Canopy (except with OCG Software’s prior written consent). You must not allow any other person to use your login credentials to gain access to Canopy.

3.4. You may not reverse engineer, translate, disassemble, hack, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of Canopy, or any part thereof.

3.5. You may not access Canopy in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics pertaining to Canopy.

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3.6. OCG Software reserves the right to terminate this licence and your access to Canopy if you breach the terms of this EULA, or in the event of termination or breach of the Platform Licence, or any other reason which we deem appropriate.

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4. RESTRICTIONS ON USE

4.1. You may use Canopy only for lawful purposes. Without limiting this restriction, you may not use Canopy:

(a) in any way that breaches any applicable law or regulation;

(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(c) for the purpose of harming or attempting to harm minors in any way; or

(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards below.

5. USER CONTRIBUTIONS, DATA & CONTENT

5.1. Canopy collects and stores information about the Customer’s suppliers, partners, contractors, third party providers, and other supply chain information (collectively known as “Suppliers”). This information may include data, files, images, confidential information, commercially sensitive information, personal information or other material (collectively known as “Content”). Canopy may enable you to contribute, edit and delete Content, which may be viewable by other Authorised Users.

5.2. You hereby acknowledge and agree to the following statements:

(a) The Customer shall own all right, title and interest in and to all Content (in any form) that is provided to OCG Software or uploaded or hosted on any part of Canopy by the Customer or by you or any of the Authorised Users, except for Third Party Data (collectively known as “Customer Content”).

(b) OCG Software shall own all right, title and interest in and to all Content that may be calculated, derived, recorded or otherwise generated and stored by Canopy for the purpose of maintaining, supporting and improving the provision of the software application.

(c) All right and title to Content sourced, licenced, or otherwise procured from third party data providers, such as credit agencies, public registers, or other data sources, either by OCG Software or the Customer (“Third Party Data”) shall remain vested in the third parties.

(d) You hereby acknowledge and agree that it is the Customer’s responsibility to inform you and any Authorised Users of any relevant Customer policies and procedures that may impact the processing of the Customer Content, including obtaining any rights, permissions or consent from you and any Authorised Users for the lawful use of Customer Content.

5.3. The following “Content Standards” must be followed at all times in relation to all Content added to Canopy. You are solely responsible for any Content you transmit or submit or is otherwise transmitted or submitted from your account. You warrant or promise that:

(a) You will NOT submit any Content that is not true and accurate, to the best of your ability;

(b) Content must NOT be libellous or otherwise defamatory. If Content includes any statements that are offered as facts, you must believe those statements to be true and have a reasonable basis for such belief.

(c) Content will NOT contain any information that may be in breach of contract or in contempt of court;

(d) You must have sufficient authority, with respect to all individuals identified in the Content, to submit the content and authorise its use by Authorised Users of the Canopy Instance;

(e) Content will NOT include any copyrighted or trademarked material that has not been adequately cleared prior to submission, including, but not limited to artwork, photographs, logos, insignia, descriptions or any other material protected by copyright, trademark or other intellectual property law;

(f) Content will NOT contain material, or depict or promote activity, that is sexually explicit, obscene, pornographic, violent, (including for example, the sale of weapons, cruelty or abuse), discriminatory (e.g., based on race, sex, religion, physical disability, sexual orientation or age), illegal (e.g. underage drinking, substance abuse or computer hacking), offensive, threatening, profane, or harassing.

(g) You, or your employer if you are acting on their behalf, must exclusively own, or have sufficient rights to, all Content submitted (and all material incorporated in the content) and have sufficient rights to submit the content and authorise the uses, and grant the rights, set forth herein;

(h) Content will NOT contain any virus, Trojan horse, worm, time bomb, cancelbot or other similar harmful programming routine, or a technology that unlawfully accesses or downloads Content stored on Canopy.

5.4. We reserve the right to determine whether the Content is compliant with the Content Standards and may remove, delete or modify it if the Content is in breach of the Content Standards, or for any other reason at our absolute discretion.

5.5. Failure to comply with our Content Standards constitutes a material breach of this EULA, which may result in us suspending or terminating your use of Canopy.

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6. INTELLECTUAL PROPERTY

6.1. Canopy, including without limitation all copyrights, patents, trademarks, trade secrets, source code and other intellectual property rights are, and shall remain, the sole and exclusive property of OCG Software. Except for the rights expressly granted in this EULA, the Customer, any Customer partner, supplier, or affiliate, and any Authorised Users and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in Canopy and no Intellectual Property Rights of either party are transferred or licensed as a result of this EULA.

6.2. We shall not be obligated to indemnify or defend you with respect to any third-party claim arising out of or relating to Canopy.

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7. YOUR INDEMNITY TO US

7.1. You agree to indemnify us and each of our respective directors, officers, employees and agents, as well as any other partners, licensors and suppliers against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of:

(a) any misrepresentation, act or omission made by you in connection with your use of Canopy;

(b) any non-compliance by you with this EULA; and/or

(c) claims brought by third parties arising from or related to any Content or other information made available by you.

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8. OUR LIABILITY TO YOU

8.1. To the maximum extent permitted by applicable law, you expressly agree that your use of Canopy is at your own risk. Canopy is provided on an “as is” and “as available” basis for your use, and to the extent permitted by applicable law, we expressly disclaim any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, title, non-infringement, fitness for a particular purpose or any other warranty, condition, guarantee or representation.

8.2. To the maximum extent permitted by applicable law, we do not represent or warrant that access to Canopy will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on Canopy.

8.3. To the maximum extent permitted by applicable law, we exclude all liability for any amount or kind of loss or damage and any direct, indirect or consequential damages or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages suffered by you, our Customer or any of our Customer’s partners, suppliers, or affiliates, arising from or connected in any way to your use of Canopy, whether in tort (including without limitation negligence), contract or otherwise, regardless of the type of claim or the nature of the cause of action, even if advised of the possibility of such damages.

8.4. This does not in any way limit our liability:

(a) for death or personal injury caused by our negligence;

(b) for fraudulent misrepresentation or fraudulent concealment; or

(c) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

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9. APPLICATION OF CONSUMER LAW

9.1. Canopy is a tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in this EULA will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies that you have, and our liability is limited (at our option) to the replacement, repair or resupply of Canopy or the pro-rata refund to the Customer of prepaid fees for your subscription covering the remainder of the term.

10. GENERAL

10.1. The clauses titled ‘User Contributions, Data & Content’, ‘Intellectual Property’, ‘Your indemnity to us’, ‘Our liability to you’, ‘Application of consumer law’ and all of the provisions under the general heading ‘General’ will survive any termination or expiration of this EULA.

10.2. You may not assign, transfer, or subcontract, or sub-license any of your rights or obligations under this EULA without prior written consent from us (not to be unreasonably withheld). We may assign this EULA in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

10.3. No failure to exercise and no delay in exercising, on the part of either party, any right or remedy in respect of any provision of this EULA shall operate as a waiver of that right or remedy and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy.

10.4. If any provision, or part provision, of this EULA is found to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of the EULA will not be affected.

10.5. As between you and us, this EULA shall prevail over any agreement to which you are a party with any service provider you may use to access Canopy.

10.6. This EULA, and any dispute or claim arising out of or in connection with this EULA or their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law.

10.7. You and we irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this EULA or their subject matter or formation (including non-contractual disputes and claims).

10.8. This EULA, together with the Privacy Policy and the Platform Licence, (together, the “Contract”) constitute the entire agreement between you and us and supersede all other agreements, arrangements, undertakings, promises, assurances, warranties, representations, understandings and proposals between you and us in relation to their subject matter. You acknowledge that, in entering into the Contract, you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not set out in the Contract. Neither of us will have any remedy in respect of any untrue statement made by the other prior to entering into the Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in the Contract.

Contacting OCG Software

You may contact us if you have any questions about Canopy’s EULA at hello@team-canopy.com.