Last updated 1 January 2022
1. About the Terms and Conditions
1.1. Please read these Terms and Conditions (the ‘Terms’) carefully before using the https://www.canopy.study/ website and the Canopy Study application (together, or individually the ‘Service’) operated by Canopy Study PTY LTD (ABN 92 627 803 650). For purposes of these Terms “you” and “your” means you as the user of the Service.
1.2. Access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
1.3. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service. If you are accessing or using the Service on behalf of a business or entity, then your business or entity is legally and financially responsible for your access to and use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
1.4. Canopy Study reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Canopy Study updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
You accept the Terms by using the Service. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Canopy Study in the user interface.
3. Registration to use the Service
3.1. Canopy Study offers restricted access to Canopy Study. If you are the subscriber (‘Teacher’) of the service, you will receive a specific link to utilise the Service. This link can be distributed to the relevant Teachers or Students of your subject (‘Students’).
3.2. In order to access the Service, you must first register for an account through the Service (the 'Account') or will be provided credentials by Canopy Study.
3.3. As part of the registration process, or as part of your continued use of the Service, you may be required to provide personal information about yourself (such as identification or contact details).
3.4. For Students we request:
(a) Email address (Specific to each Teacher’s institution)
(b) Password
3.5. For Teachers we request:
(a) Work Email address
(b) Password
(c) Name
3.6. You warrant that any information you give to Canopy Study in the course of completing the registration process will always be accurate, correct and up to date.
3.7. Once you have completed the registration process, you will be a registered Student or Teacher of the Service and agree to be bound by the Terms.
4. Your obligations as a Student and Teacher
4.1. As a Student and Teacher, you agree to comply with the following:
(a) you will use the Service only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Service;
(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Canopy Study of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(d) access and use of the Service is limited, non-transferable and allows for the sole use of the Service by you for the purposes of Canopy Study providing the Service;
(e) you will not use the Service in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Canopy Study;
(f) you will not use the Service for any illegal and/or unauthorised use which includes collecting email addresses of Students or Teachers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Service;
(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Service without notice and may result in termination of the Service. Appropriate legal action will be taken by Canopy Study for any illegal or unauthorised use of the Service; and
(h) you acknowledge and agree that any automated use of the Service is prohibited.
5. Content
5.1. Definitions: For purposes of these Terms:
(a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Service; and
(b) “Subject Content” means any Content that Teachers provide to be made available through the Service.
5.2. Our Content Ownership: We do not claim any ownership rights in any Subject Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Subject Content. Subject to the foregoing, Canopy Study and its licensors exclusively own all right, title and interest in and to the Service and Content (excluding Subject Content), including all associated intellectual property rights. You acknowledge that the Service and Content are protected by copyright, trademark, and other laws of Australia and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, Service mark or other proprietary rights notices incorporated in or accompanying the Service or Content.
5.3. Rights in Subject Content Granted by the Teacher: By making any Subject Content available through the Service, you hereby grant to Canopy Study a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your Subject Content solely in connection with operating and providing the Service and Content to you and the Students, depending on the permission you grant, to other users. Subject to the foregoing license, as between Canopy Study and you, you retain any and all of your rights to your Subject Content.
5.4. The Teacher’s Responsibility for Subject Content: You are solely responsible for all your Subject Content. You represent and warrant that you own all your Subject Content or you have all rights that are necessary to grant us the license rights in your Subject Content under these Terms. You also represent and warrant that neither your Subject Content, nor your use and provision of your Subject Content to be made available through the Service, nor any use of your Subject Content by Canopy Study on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.5. Removal of Subject Content: You can remove your Subject Content by specifically deleting it. However, some of your Subject Content may not be completely removed and copies of your Subject Content may continue to exist on the Service.
5.6. Rights in Content Granted by Canopy Study: Subject to your compliance with these Terms, Canopy Study grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for non-commercial purposes.
5.7. Monitoring Content: Although we’re not obligated to monitor access to or use of the Service or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including Subject Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
6. Third Parties
6.1. On some pages you may see links to third party websites, advertising or content provided by third parties. Use of these third party applications is optional. The third party applications may have their own terms and conditions and privacy policies, which you agree to be bound by when you choose to use these third party applications.
7. Available Service Plans
7.1. The Service is available under different Service Plans. Our Website provides details of the available Service Plans, which can be categorised as follows:
(a) Free Service Plan: Our Free Service Plan offers access to a limited set of features in the Service. The free Service Plan can be used for non-commercial purposes only.
(b) Paid Service Plans: Our Paid Service Plans give access to more features and functionality. The Paid Service Plans are permitted for use in professional and commercial settings, such as tutorials, lectures both for internal and external audiences. The useability available depends on the plan type. Each plan has limitations on useability.
8. Payments, cancellations, upgrades
8.1 Paid Service Plans can be purchased directly from Canopy Study’s Service or through an Enterprise Agreement with Canopy Study. This section of the Terms only applies where the Teacher has signed up for one of our Paid Service Plans directly from us.
8.2 You promise that your registration information, payment details (if you have signed up for a Paid Service Plan subscription) and any other information that you submit to us are true, accurate, and complete, and you agree to keep it that way at all times. If you have provided incorrect or inaccurate information, you should return to the log-in screen or correct such information in your account settings. You promise that no other person shall be allowed to use or access your account, or in any other way make use of the rights conferred to you pursuant to the Agreement.
8.3 All Paid Service Plans are payable in advance of each Subscription Period, non-cancelable and, except as expressly stated in an Enterprise Agreement, non-refundable.
8.4 You will be charged prior to being granted access to your Service Plan. At the end of your current Subscription Period, your Service Plan subscription will automatically renew and you will be charged for the next Subscription Period in accordance with your registered payment information.
8.5 If you don’t pay for your Paid Service Plan on time, Canopy Study reserves the right to suspend your account or remove Paid Service Plan features.
8.6 If you do not wish to renew your Subscription Period for a Paid Service Plan, you must cancel your Paid Service Plan before the end of your current Subscription Period. Any cancellation will become effective on the first day after the last day of your current Subscription Period. Upon cancellation, your access to features that are exclusive to the Paid Service Plans will cease, and your subscription will be automatically removed.
8.7 You may at any time upgrade or downgrade your paid Service Plan subscription to a different Service Plan.If you have downgraded your subscription to a lower tier Service Plan, such downgrade will take effect on the day after the last day of the current Subscription Period. If you have upgraded your subscription to a higher tier Service Plan, such upgrade will take effect immediately subject to payment of the applicable upgrade fee.Upon becoming effective, your Service Plan upgrade will apply for the duration of your current Subscription Period, and your next Subscription Period renewal will be based on terms of your upgraded Service Plan
8.8 Canopy Study may change the price for a paid Service Plan. If such price change applies to you it will be effective from the beginning of your next Subscription Period. Your continued use of the Canopy Study Services constitutes your acceptance of the price change. If you do not agree with the price changes, you have the right to reject the change by canceling your subscription prior to your next Subscription Period renewal. We do not provide any refunds if the price for a paid Service Plan drops, or if we offer subsequent promotional pricing or change the content or features of a Service Plan. Canopy Study may decide to change or replace our Service Plans. If the Service Plan you have subscribed for is changed or replaced, your subscription will automatically be for the Service Plan that corresponds with the pricing of your original plan unless you chose to upgrade your subscription.
8.9 We may, at our own sole discretion, offer you a Trial. We reserve the right to revoke the Trial and put your account on hold in the event that we determine that you are not eligible. Separate terms and conditions, including restrictions on available features or areas of use, may apply when using a Canopy Study Service under a Trial. If we offer a Trial and another is requested, we will charge a discounted price in advance to the subsequent Trial attributable to its use. At the end of the Trial events, if you do not wish to continue, no additional charges will be presented.
8.10 Prices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you have purchased your paid Service Plan subscription, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of purchase.
9. Prohibited Content
9.1. Teachers may post only educational and study-related Content to the Service. The following are examples of Content prohibited to post on or through the Service. Canopy Study reserves the right to investigate and take appropriate legal action against anyone who, in Canopy Study's sole discretion, violates this provision, including without limitation, removing the offending Content from the Service, terminating the accounts of such violators, or seeking other legal remedies. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Canopy Study:
(a) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any class or individual;
(b) harasses or advocates harassment of another person;
(c) exploits people in a sexual or violent manner;
(d) contains sexually suggestive, excessively violent, or offensive subject matter;
(e) solicits personal information from anyone under 18 years old;
(f) publicly posts information that poses or creates a privacy or security risk to any person;
(g) includes information about another person that you have posted without that person's consent;
(h) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person;
(i) contains or promotes information that you know is false or misleading, or promotes illegal activities or conduct that are abusive, threatening, obscene, defamatory or libelous;
(j) contains or promotes an illegal or unauthorized copy of another person's copyrighted work;
(k) solicits passwords or personally-identifying information for commercial or unlawful purposes from other users;
(l) involves the transmission of junk mail, chain letters, unsolicited mass mailings or instant messages, or spam;
(m) furthers or promotes any criminal activity or enterprise, or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(n) involves commercial activities and/or sales without prior written consent from Canopy Study, such as contests, sweepstakes, bartering, advertising, or pyramid schemes;
(o) violates any and all applicable laws or regulations.
10. Prohibited Activities
10.1. You may only engage in educational and study-related activities while using the Service.The following are examples of the kind of activity that is prohibited on the Service. Canopy Study reserves the right to investigate and take appropriate legal action against anyone who, in Canopy Study’s sole discretion, violates this provision, including without limitation, terminating your account and/or access to the Service, reporting you to appropriate governmental authorities, including law enforcement, or seeking other legal remedies. Prohibited activity includes, but is not limited to:
(a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
(b) circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Service;
(c) impersonating or attempting to impersonate another user, person or entity;
(d) using the account, username, or password of another user at any time, or disclosing your password to any third party, or permitting any third party to access your account;
(e) using any information obtained from the Service in order to harass, abuse, or harm another person or entity, or attempting to do so;
(f) activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of, or access to, a computer or a computer network;
(g) any automated use of the system, such as, but not limited to, using scripts to create or post Content;
(h) interfering with, disrupting, or creating an undue burden on the Service or the networks or Service connected to the Service;
(i) displaying an unauthorized commercial advertisement on the Service, or accepting payment or anything of value from a third party in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Service on behalf of that party;
(j) reproducing, duplicating, copying, selling, reselling, trading, or exploiting for any commercial purposes, any portion of, or access to, the Content and/or functionality offered through the Service, unless you have been specifically allowed to do so in a separate agreement;
(k) using the Service in a manner inconsistent with any and all applicable laws or regulations.
11. Copyright and Intellectual Property
11.1. The Service and all of the related products of Canopy Study are subject to copyright. The material on the Service is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Service (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) or the Service are owned or controlled for these purposes, and are reserved by Canopy Study or its contributors.
11.2. Canopy Study does not grant you any other rights whatsoever in relation to the Service. All other rights are expressly reserved by Canopy Study. All trademarks, Service marks and trade names are owned, registered and/or licensed by Canopy Study, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(a) use the Service pursuant to the Terms;
(b) copy and store the Service and the material contained in the Service in your device's cache memory; and
(c) print pages from the Service for your own personal and non-commercial use.
11.3. Canopy Study retains all rights, title and interest in the Service. Nothing you do on or in relation to the Service will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
11.4. You may not, without the prior written permission of Canopy Study and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Service or third party Service for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Service, which are freely available for re-use or are in the public domain.
12. Privacy
Canopy Study takes your privacy seriously and any information provided through your use of the Service is subject to Canopy Study's Privacy Policy, which is available on the Service.
13. General Disclaimer
13.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by any applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from Australia or the country in which you reside, and with any other applicable policy or terms and conditions.
13.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Canopy Study will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Service or these Terms (including as a result of not being able to use the Service or the late supply of the Service), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
13.3. Use of the Service is at your own risk. Everything on the Service is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Canopy Study make any express or implied representation or warranty about the Service or any products or Service (including the products or Service of Canopy Study) referred to on the Service. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Service, or any of its Service related products (including third party material and advertisements on the Service);
(c) costs incurred as a result of you using the Service or any of the products of Canopy Study; and
(d) the Service or operation in respect to links which are provided for your convenience.
14. Limitation of liability
14.1. Canopy Study's total liability arising out of or in connection with the Service or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Service to you.
14.2. You expressly understand and agree that Canopy Study, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
15. Termination of Contract
15.1. The Terms will continue to apply until terminated by either you or by Canopy Study as set out below.
15.2. If you want to terminate the Terms, you may do so by: Your notice should be sent, in writing, to Canopy Study via the 'Contact Us' link on our homepage.
(a) providing Canopy Study with 14 days' notice of your intention to terminate; and
(b) closing your accounts for all of the Service which you use, where Canopy Study has made this option available to you.
15.3. Canopy Study may at any time, terminate the Terms with you if:
(a) You have breached any provision of the Terms or intend to breach any provision;
(b) Canopy Study is required to do so by law;
(c) The provision of the Service to you by Canopy Study is, in the opinion of Canopy Study, no longer commercially viable.
15.4. Subject to local applicable laws, Canopy Study reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Service without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Canopy Study's name or reputation or violates the rights of those of another party.
16. Indemnity
16.1. You agree to indemnify Canopy Study, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Service or attempts to do so; and/or
(c) any breach of the Terms.
17. Dispute Resolution
17.1. Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
17.2. Notice: A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
17.3. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
17.4. Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
17.5. Termination of Mediation:
(a) Within 42 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Sydney, Australia. If 2 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
18. Venue and Jurisdiction
The Service offered by Canopy Study is intended to be viewed by Teachers and their respective Students, irrespective of location. In the event of any dispute arising out of or in relation to the Service, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
19. Governing Law
Canopy Study is located in New South Wales, with our headquarters in Sydney. Except to the extent any applicable law provides otherwise, these Terms and Conditions and any access to or use of the Service will be governed by the laws of New South Wales, Australia, excluding its conflict of law provisions, regardless of where you are located in the world.
20. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties have taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
21. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
22. Survival of Terms
These Terms continue to apply, even after you close your account or cease using the Service.
Last Updated: 1 January 2022
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