Last Updated: May 01, 2020
Acceptance of the Terms
Overview of Services
Canoa is a managed, two-sided marketplace facilitating transactions between end users (the “Subscribers”) and furniture dealers, manufacturers, resellers, and installers (the “Vendors”). Through its various construction-free configurable solutions (each a “Pop Up Office” and collectively, “Pop Up Offices”), Canoa matches Subscribers with Vendors, where Vendors provide the materials or labor for the selected Pop Up Office.
After contacting email@example.com and paying a one-time onboarding fee, Subscribers will be [provided access to the Pop Up Office feature which allows Subscribers to browse the Pop Up Offices and furniture provided by the Vendors]. After selecting the desired Pop Up Office, Subscribers will pay Canoa an upfront fee to complete purchases on its behalf and in accordance with the selected Pop Up Office. All purchases must be approved by Subscriber prior to purchasing. If you are a Subscriber, please click here for Canoa’s Commercial Terms applicable to Subscribers (the “Subscriber Terms”). If you are a Vendor, please click here for Canoa’s Commercial Terms applicable to Vendors (the “Vendor Terms”).
We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.
Access to Services
By accessing the Services, you warrant that:
Payment Processer; Third Party Service Provider
In the course of your use of the Services, third party payment service providers may receive and implement updated credit card information from your credit card issuer in order to prevent your payment from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.
Our obligation to provide the Services only comes into being when we take receipt of your purchase of the Services. [Prices do not include local taxes. Taxes will be added to the invoice at the time of billing. Subscribers who are exempt from taxes shall provide copies of exemption certificates. You agree not to hold us responsible for banking charges incurred due to payments on your account. You agree that you are not permitted to resell any Services for commercial purposes.
Changing Fees and Charges
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We may also at any time and from time to time, in our sole discretion, change or remove any of the pricing models in place.
Eligibility; Site and Service Restrictions
We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and who can form legally binding contracts with us to use the Services. If you are a Minor, please do not attempt to access or use the Services.
You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Use of the Services; Restrictions on Use
We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to Subscribers) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.
You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services. You may not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services:
Third Party Materials and Content
In addition to any links to Vendor websites or services, you understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”).
You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.
Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.
Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, drawings, CAD files, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, using the Services does not (1) give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, data or materials in the Services. If you make other use of the Services, or the content, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.
To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at firstname.lastname@example.org
As used herein, “Confidential Information” shall mean all information relating, directly or indirectly, to the disclosing party (the “Disclosing Party”), or the business, services, products, product line operations, strategies, markets, condition (financial or other), operations, or intellectual property of the Disclosing Party or any of its affiliates, provided by the Disclosing Party to the other party (the “Recipient”), including but not limited to trade secrets, patent and patent applications, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, equipment, software programs, information related to current, future and proposed products and services, research, experimental work, acquisitions, financing transactions, partnerships, development, design details and specifications, financial information, results of operations, liabilities, cash flow projections, procurement requirements, purchasing, manufacturing, customer or Subscriber lists (current and anticipated), investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and public relations and marketing plans.
In connection with the Services, the Recipient agrees to (i) to hold the Disclosing Party’s Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Recipient employs with respect to its confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person other than to those of its affiliates, officers, employees, and representatives who are bound by these Terms or nondisclosure obligations at least as restrictive as those contained herein (the “Representatives”), (iii) not to make any use whatsoever at any time of such Confidential Information except to evaluate internally its relationship with the Disclosing Party and, to the extent an actual business relationship arises, solely to the extent agreed to in writing by the parties, (iv) not to modify, reverse engineer, decompile, create other works from, disassemble or copy any such Confidential Information and (v) not to export or re-export (within the meaning of U.S. or other export control laws or regulations) any such Confidential Information or product thereof. Each party shall be responsible for any breach of confidentiality by its Representatives. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Recipient can document (a) is or becomes (through no improper action or inaction by the Recipient or any Representative of the Recipient) generally available to the public, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party without restriction, or (d) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Recipient who have had no access to such information. The Recipient may make disclosures required by law or court order provided the Recipient uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding. The Recipient’s confidentiality and nondisclosure obligations under this Agreement shall survive termination of the Agreement and shall be binding upon the Recipient’s heirs, successors and permitted assigns.
Warranty Disclaimers; Limitation of Liability
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
IN NO EVENT WHATSOEVER SHALL THE COMPANY, AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$500.00.
THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or your use of any information obtained through the Services.
No matter where you’re located, the laws of the state of New York will govern these Terms and the relationship between you and the Company as if you signed these Terms in New York, without regard to New York state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.
At our sole discretion, we may require you to submit any disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association. The arbitration shall be seated in New York, New York.
If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
These Terms (including any Exhibits linked hereto) constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.
We take our commitment to you seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), pandemics, warfare, restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials for any reason beyond our control.
You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false, promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.
Comments, Concerns and Complaints
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: email@example.com
THE CANOA SUPPLY COMPANY, PBC
SUBSCRIBER COMMERCIAL TERMS
Overview of the Commercial Terms
These “Commercial Terms” apply to our commercial transactions with our Subscribers, including your purchase of our Services for you or your business. You should carefully read through these Commercial Terms to understand your rights and obligations, as these Commercial Terms constitute a contract between you and Canoa or its affiliates from which you are purchasing Services. By purchasing Canoa’s Services, you agree to be legally bound by these Commercial Terms.
Parties You are Contracting With
As we describe in our Terms of Service, if you engage with us for our Services, you will be entering into a contract with us and with one or more of our Vendors, based upon your Pop Up Office selection and your preference for new or used furniture.
Access to Services; Subscribers
To access the Services as a Subscriber, please contact firstname.lastname@example.org with a description of your project. If we, in our sole discretion, determine that you are eligible for our Services, you will receive a proposal for the Services (the “Proposal”), including a one-time onboarding fee (the “Fee”). Once you have accepted the terms of the Proposal and pay the Fee, you will have access to the Pop Up Office designs. Based on your preference for a specific Pop Up Office, Canoa will match you with a Vendor who will assist us in building out your space in accordance with the selected Pop Up Office design. Subscriber will pay Canoa an upfront payment to complete purchases from Vendors on its behalf and in accordance with the selected Pop Up Office. All purchases will be approved by the Subscriber prior to purchasing. If the Subscriber wishes to customize the Pop Up Office, there will be additional customization fees.
In order for us to provide you the best possible Services, you agree to provide us with complete, accurate, and updated information at all times. You agree that all information you submit in accordance with your solicitation of Services is also complete, accurate, and truthful.
If any information is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.
Storage and Held Orders
If Subscriber requests a delay after the time when Vendor can defer production, the Subscriber will be invoiced for the product when the order is ready for shipment. Vendor may transfer the product to storage, in which case all expenses incurred in connection with storage shall be payable by Subscriber.
Delivery and Installation
Subscriber agrees to keep the job site clean, clear, and free of debris prior to installation. Electric current, heat, hoisting, and/or elevator services shall be available and furnished without charge to Canoa or Vendor. Adequate facilities for off-loading, staging, moving, and handling of product shall be provided by Subscriber. Delivery and installation will be made during normal business hours. Subscriber will be responsible for additional labor costs resulting from overtime work performed at the Subscribers request or resulting from labor or building conditions. If trade regulations or union disputes require onsite tradesman or outside labor to complete the installation, the Subscriber will be responsible for the cost. Product delivered and brought onto the job site shall be inspected and conditionally accepted by the Subscriber. The Subscriber is responsible for the security and safeguarding of the delivered product upon delivery.
In connection with deliveries, Vendor may be required to make delivery in installments. Subscriber agrees that a delay in delivery of any installment shall not relieve it of its obligations to accept remaining deliveries nor its obligations under these Terms of Service and Commercial Terms.
Order Changes, Cancellations, and Terminations
Orders may not be changed or cancelled, in whole or in part, without the prior written consent of the Vendor. Any changes made to orders may affect delivery dates for which neither Canoa nor Vendor shall be responsible for. Subscriber will additionally be liable for all resultant manufacturer charges, including restocking, for up to and including the total order value. Orders for customized or otherwise special product, orders including Subscriber’s own material, and orders pursuant to expedited delivery programs cannot be cancelled. If the Vendor has created work product on behalf of the Subscriber, the Vendor is hereby not obligated to transfer such work product to Subscriber upon cancellation of orders or Services.
Cancellations by Canoa
We may suspend or terminate your use of the Services as a Subscriber as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying of content from the Services, unauthorized resale of any Services for commercial purposes, or the unauthorized disclosure of Confidential Information (as defined in the Terms of Service) or solicitation of any kind in pursuant to these Commercial Terms or the Terms of Service.
You agree as follows: (i) that accessing the Services for the Company will bring you into close contact with many of the Company’s Representatives, Vendors, members, and third party contacts (each a “Key Business Connection” and, collectively, the “Key Business Connections”); (ii) that the covenants contained herein are reasonable and necessary to protect the Company’s legitimate business interests and its Key Business Connections; (iii) not to solicit, knowingly influence or knowingly entice, any Key Business Connection to cease any business relationship with the Company or any of its respective majority owned subsidiaries, including by directly or indirectly contacting the Key Business Connection to circumvent these Terms. In the event that the Company discovers or believes that you are in breach of this non-solicitation clause, it may terminate Services to you immediately, without any further refund or notice to you.
The Services enable connections between Subscribers and Vendors. Those certain spatial design-related services, including the furnishing of materials and labor, requested by Subscribers through Canoa, which are to be completed by Vendors, are hereinafter referred to as “Vendor Services.” Canoa does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any work provided by Vendors or third-party vendors. Canoa makes no representations about the suitability, reliability, timeliness, or accuracy of the Vendor Services requested and provided by Vendors identified through the Services whether in public, private, or offline interactions.
NEITHER CANOA NOR ITS AFFILIATES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY VENDOR. CANOA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR THE VENDOR SERVICES.
Release for the Vendor Services
The Services are a marketplace for connecting Subscribers and Vendors. In the event that you have a dispute with one or more Vendors, you release and will indemnify and hold harmless Canoa (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.