TERMS OF USE – LIVING CANOPY, LLC

These Terms of Use (“Terms”) state the terms and conditions under which you may use the Web site located at www.livingcanopy.earth and all content (including data, text, reports, and other materials) made available therein. Please read these Terms of Use carefully.  By accessing, browsing and/or using the Living Canopy Web site and its content, you acknowledge that you have read, understood and agree to be legally bound by these Terms of Use.

Living Canopy, LLC (“Living Canopy”) reserves the right to change these Terms of Use at any time and from time to time without prior notice to you. You should check these Terms, available through a link on all of the Living Canopy Web site’s pages, each time you use the site to determine if any changes have been made. If you use the Living Canopy Web site after amended Terms of Use have been posted, you will be deemed to have agreed to the amended Terms of Use.

1. Communication

Your use of the Living Canopy Web site is not an invitation to enter into and does not create any particular relationship with us, business or otherwise. Please do not send us personally identifiable information without first reviewing and understanding our Privacy Policy which can be found here (the “Privacy Policy”).

2. Links to Other Web Sites

The Living Canopy Web site may periodically provide links to third-party Web sites.  Our decision to link to a third-party Web site is not an endorsement of the content or services in that linked third-party Web site. Living Canopy does not control these third-party Web sites and expressly disclaims any responsibility for the content, the accuracy of the information and any products or services available on such Web sites. If you decide to access links to any third-party Web site, you do so at your own risk. You should direct any concerns regarding any third-party Web site to the administrator of the applicable third-party Web site. You should also refer to the separate terms of use, privacy policies and other rules posted on third-party Web sites before you use them.

3. Compliance with Laws

By accessing or using the Living Canopy Web site, you agree to comply with all laws, rules and regulations implemented by any government authority or agency which govern or apply to the operation and use of this Web site. Without limiting the generality of the foregoing, you expressly agree not to export or re-export any of the content contained in this Web site to countries or persons prohibited under the export control laws of the United States. Living Canopy makes no representation that the content on this Web site is appropriate or available for use outside the United States. If you have chosen to access this Web site from outside the United States of America, you do so at your own initiative and risk, and you are responsible for compliance with your local laws, if and to the extent, local laws are applicable.

4. Disclaimer of Warranties and Limitation of Liability

LIVING CANOPY, LLC MAKES NO WARRANTIES IN THESE TERMS OF USE, ON THE WEB SITE OR IN THE CONTENT ON THE SITE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, IN NO EVENT SHALL LIVING CANOPY, LLC, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE OR OTHER DIRECT OR INDIRECT DAMAGES OR FOR LOST PROFITS OR LOSS OF USE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEB SITE OR THE CONTENT CONTAINED ON THIS WEB SITE. ALL CLAIMS FOR SUCH DAMAGES ARE HEREBY SPECIFICALLY WAIVED, EVEN IF LIVING CANOPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Indemnity and Unauthorized Access

In addition to any other indemnities you may provide under the Terms, you agree to defend, indemnify, and hold harmless Living Canopy and its representatives, officers, managers, members, employees, and affiliates (together with Living Canopy, the “Living Canopy Parties”) from, and waive and release the Living Canopy Parties from all claims, suits, proceedings, losses, damages, liabilities, and expenses (including, without limitation, attorneys’ fees) arising out of or based on (a) your use (or use by any third party using your account) of or access to the Website or the services provided by Living Canopy Parties (the “Services”) or of any material contained on the Website or in regard to the Services, (b) your (or any third party using your account) violation or breach of any of the Terms, (c) the submission or use of any content including content that you (or any third party using your account) submitted, posted or otherwise provided to any of the Living Canopy Parties or the Website,  (d) your (or any third party using your account) violation of any intellectual property rights or other rights of any Living Canopy Parties or any third party, or (e)  your (or any third party using your account) violation of any applicable law, rule or regulation. This indemnification obligation will continue after you stop using the Website and/or the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim or matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any claim or matter without our prior written consent. Unauthorized access to the Website or the Services and unauthorized use of any content, material or information on the Website or the Services is strictly prohibited. You agree to immediately notify Living Canopy of any unauthorized use of your account or any other breach of security known to you.

6. Ownership and Intellectual Property

Except as otherwise expressly noted, Living Canopy or its licensors (as applicable) own all right, title and interest in and to all of the Website and the Services and other intellectual property, including all copyright, trademarks, service marks, patents, logos, slogans, trade dress, product designations and other intellectual property and proprietary rights, rights of publicity and rights of privacy in or relating to any of the foregoing (collectively, the “Intellectual Property”). Living Canopy does not represent or warrant that such materials do not infringe the rights of any other person or entity. Intellectual Property displayed on the Website or the Services may not be used without Living Canopy’s written authorization or license of the owner of such Intellectual Property. You acknowledge that content available on the Website, including without limitation, the content of third parties and the Intellectual Property, is protected by copyright, trademark, patent, or other intellectual property rights and laws. Access to the Website does not confer on you any license under Living Canopy’ or any third party intellectual property rights other than as expressly granted in this Section. Living Canopy hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, download and install the current generally available version of the Intellectual Property provided to you as part of the Services, solely for your personal and non-commercial use in compliance with all applicable laws, rules and regulations. Without the express written consent of Living Canopy in each instance, you may not reproduce, republish, download, upload, post, display, perform, frame, transmit, distribute, modify, decompile, disassemble, reverse engineer or create derivative work of or use any Intellectual Property, in whole or in part, whether in text, graphical, audio, video, executable, or other forms except as expressly permitted by the Terms. Any other access to the Website or Services or the use of content and Intellectual Property is prohibited.

7. Copyright

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Website by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe in good faith that content or material on the Website infringes a copyright or other intellectual property owned by you, you (or your agent) may send Living Canopy a notice requesting that the material be removed, or access to it blocked.  This request should be sent to Living Canopy’s designated agent at: Living Canopy, LLC Attn: Copyright agent – Jennifer Hoenig, 180 Main Street, Andover, MA 01810.  This notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, (b) identification of the copyrighted work claimed to have been infringed, (c) identification of the material that is claimed to be infringing or the subject of the infringing activity reasonably sufficient to allow Living Canopy to locate the material, (d) the name, address, telephone number, and email address of the complaining party, (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

8. User Conduct

You agree that while you are accessing or using the Website and the Services you will (a) comply with the Terms and all applicable laws, rules and regulations, (b) not damage or infringe upon the rights of any person or entity, (c) not act in any way that is defamatory, libelous, harassing, obscene or otherwise objectionable, and (d) not affect or interrupt or attempt to affect or interrupt operation of the Website or the Services. You agree that you are solely responsible for your conduct and the conduct of any third parties using or accessing your account, while accessing or using the Website and the Services.  You must provide equipment, Internet connections and mobile devices and mobile device service plans to enable you to access and use the Services, and the Website, each at your sole expense. Some network providers may not allow you to download, install or use the Website or the Services and some Apps may not work with your mobile device or the service provided by your mobile device provider’s service plan or in certain locations. In addition, you will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

• Disrupt or interfere with the security of, or otherwise abuse, the Website, the Services, any material, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website, affiliated or linked websites or the Services;

• Use the Website or the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or the Services or that could damage, disable, overburden or impair the functioning of the Website or the Services in any manner;

• Modify, disassemble, tamper with, create derivative works of, or reverse engineer any aspect of the Website or the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Website or the Services;

• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Website or the Services that you are not authorized to access;

• Develop any third party applications that interact with the Website or the Services without our prior written consent;

• Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Website or the Services, extract data, “data mine” or otherwise interfere with or modify the rendering of the Website’s pages or the Services or their functionality. 

• Intentionally hold Living Canopy and/or its employees and/or directors and/or officers and/or managers and/or members up to public scorn, ridicule and/or defamation; 

• Use the Website or the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates the Terms; 

• Create hyperlinks from other websites to the Website or the Services, unless expressly permitted in writing by Living Canopy;

• Post any content, including without limitation, User Content (as defined below) that (i) is offensive, unlawful, harmful, abusive, defamatory, pornographic, threatening, or obscene; (ii) impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, libelous, deceptive, or misleading; (iii) involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized in writing by Living Canopy or (iv) you do not have a right to make available under any law or under a confidential or fiduciary obligation or agreement;

• Use any device or computer program that interferes with or attempts to interfere with the operation of the Website or the Services, including any activity that precedes attempts to breach security.

9. User Content and Feedback

Living Canopy’s collection and use of personally identifiable information, which may be included in content users of the Website (“Users”) provide through the use of social media channels, by Users posting such information on social media, or otherwise, is subject to the Privacy Policy. Users of the Website and social media channels may post, upload, or otherwise contribute feedback, comments and reviews of the Services and certain other materials related to Living Canopy or its Services on social media channels (which may include, for example, pictures of animals, text, messages, information, and/or other types of content) (“User Content”). Any User Content you post on social media channels that relates to Living Canopy or its Services will be deemed NOT TO BE CONFIDENTIAL and is subject to the Terms in addition to the terms of use and privacy policies of such social media channels, and you specifically acknowledge and agree that Living Canopy can post any User Content that you post on social media channels on the Website, paraphrase the User Content and attribute it to you. You grant Living Canopy an unrestricted, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify, paraphrase, create derivative works from, and distribute any of your User Content, along with your name or any part thereof, your city of residence, through any medium, whether alone or in combination with other materials, in any manner and by any means, method or technology, for any purpose whatsoever without any compensation or attribution to you or any other person, including without limitation on the Website. You hereby waive any right to inspect or approve any such use by Living Canopy, and you waive, release, and hold harmless the Living Canopy Parties from and against any and all claims and liabilities arising from Living Canopy’s use of your User Content on the Website.

You represent and warrant that, with respect to any User Content you post on the Website or social media channels that relates to Living Canopy or its Subscriptions or Services, (a) you own or otherwise control all of the rights to the User Content, (b) such User Content is true, accurate and not misleading, (c) such User Content or the displaying, publishing or posting publicly and using the User Content by Living Canopy as contemplated by the Terms by posting it on the Website and as otherwise set forth in the Terms, does not violate the Terms or applicable law, and does not infringe or violate the intellectual property rights, including without limitation any copyright, privacy rights or other rights of any third party or imply any affiliation with or endorsement of you or your User Content by Living Canopy (d) Living Canopy will not need to obtain licenses from any third party or pay royalties to any third party for its use of User Content, and (e) such User Content complies with the Terms and all applicable laws, rules and regulations.

Living Canopy reserves the right, in its sole discretion to, but has no obligation to, monitor, review, paraphrase or edit User Content that it posts on the Website. In all cases, Living Canopy reserves the right to remove, edit or disable access to any User Content that we post on the Website for any or no reason. Living Canopy may take these actions without prior notification to you or any third party. Removal, editing or disabling of access to User Content on the Website shall be at our sole discretion, and we do not promise to remove, edit or disable access to any specific User Content. Living Canopy shall have no liability to you or any other user arising from such actions or inactions.

You are solely responsible for all User Content that you post on social media channels and on the Website Under no circumstances will the Living Canopy Parties be liable in any way for any User Content, including without limitation, any errors or omissions in any such User Content or for loss or damage of any kind incurred as a result of the transmission or posting of such User Content through the Website or the Services, and Living Canopy does not endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST LIVING CANOPY RELATED TO USER CONTENT THAT YOU POST ON THE WEBSITE OR ON SOCIAL MEDIA CHANNELS THAT LIVING CANOPY POSTS ON THE WEBSITE, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD THE LIVING CANOPY PARTIES HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

You grant Living Canopy and its affiliates, licensees, assignees, and designees an irrevocable, unrestricted, assignable, transferable, sub-licensable, perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license to use, disclose, copy, transmit, distribute, reformat, reproduce, modify, incorporate, combine, adapt, publish, translate, rent, lease, sell, publicly perform, publicly display, and otherwise use your User Content, along with your name or any part thereof, your city/town/village of residency, photograph, voice, likeness, and other information, content, or materials embodied therein, in whole or in part, and create derivative works therefrom, in any media now known or hereafter developed, and for any and all commercial or non-commercial purposes (including, without limitation, in marketing, advertising, and promotions) without compensation or attribution to you or anyone else. You hereby waive any right to inspect or approve any such use by Living Canopy. 

If you provide reviews, feedback, testimonials, ideas or suggestions to Living Canopy in connection with use of our Services (collectively, “Feedback”), any such Feedback is considered User Content, and you acknowledge that any such Feedback is not confidential and you authorize Living Canopy to use the Feedback without restriction and without payment to you. If you provide Feedback, you agree to state your opinions lawfully, honestly and in good faith and to reveal in your Feedback any conflict of interest or relationship that might influence your views (e.g., if someone is paying or giving you something for free to encourage you to comment, you agree to make appropriate disclosures). All Feedback is strictly the opinion of the user posting such reviews, and Living Canopy does not endorse or approve any such Feedback or have any responsibility or liability for the accuracy, appropriateness or content of same.

You waive, release, and hold harmless the Living Canopy Parties from and against any and all claims and liabilities arising from Living Canopy’s use of your User Content on the Website.

10. Limitation on Actions

All questions concerning the construction, validity, and interpretation of these Terms of Use and the performance of the obligations imposed by these Terms of Use shall be governed by the law of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions.   Any and all disputes arising out of or related to these Terms of Use including, without limitation, questions concerning the construction, enforceability, validity, and interpretation of these Terms of Use shall be resolved by arbitration before three neutral arbitrators administered by the American Arbitration Association in Boston, Massachusetts, in accordance with its Commercial Arbitration Rules, as then in effect.  Notwithstanding the foregoing, Living Canopy shall be entitled to seek and obtain provisional or ancillary remedies such as injunctive or equitable relief from a court of competent jurisdiction before, during or after the pendency of any arbitration. The cost of the arbitration shall be borne equally by the parties (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator).

In the event that any of the provisions of these Terms of Use is held to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of these Terms of Use shall remain in full force and effect. These Terms of Use contain the entire agreement of the parties concerning your use of this Web site and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.