Last Modified: June 6, 2015

Welcome to Canvis!

Please read these Terms of Service (the "Terms") carefully because they govern your use of Canvis ("Canvis") website located at www.canvis.co (the "Site"), our image and file-sharing and hosting services available and accessible via our Site, our mobile device applications ("Apps"), and our software package (together with Apps, "Software"). To make these Terms easier to read, the Site, our services and Software are collectively called the "Services".

By using our Services, you agree to be bound by these Terms and by our Privacy Policy. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

You may use the Services only if you are 18 years or older or and are not barred from using the Services under applicable law.

If you want to use certain features of the Services you'll have to create an account ("Account"). You can do this via the Site. We may also provide the option of creating an Account through your account with certain third-party social networking services such as Facebook or Twitter (each, an "SNS Account"). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. If your Account is associated with a Company Account (see below) as contemplated in below in the next paragraph of this Section, then you agree to use the Services only as associated with the Company Account.

A company or other legal entity accessing the Services will have to create an Account for the entity ("Company Account"). A company designee may then register individual users under the Company Account to create individual Accounts associated with the Company Account. If you create your Account on your own, independent of the creation of a Company Account, we will associate your Account with the applicable Company Account depending on the email domain that you use when you create your Account and that of the applicable Company Account. The number of individual user Accounts that a Company Account may have depends on how many seats of individual user Accounts purchased by the Company Account holder.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

You may subscribe to the Services via a monthly plan or an annual plan (see our price list: Pricing). If you subscribe to the annual plan, your annual subscription will be automatically renewed and we will invoice you at the time when you create your Account and at the beginning of each subsequent year. You may pay your annual subscription by credit card or check. If you pay by credit card, we will charge you the annual subscription fee at the beginning of each year automatically. If you subscribe to the monthly plan, we will ask for your credit card information when you create your Account and automatically charge you the monthly fee at the beginning of each month. If you are an individual Account holder associated with a Company Account, you will only have to pay for the Services if your Company Account does not pay for your individual Account. We will invoice your Company Account for any individual user Accounts in excess of the number of individual user Account specified at the time of subscription. All fees are nonrefundable.

If for any reason you decide not to continue using our Services, please notify us via email and you will not be charged for the billing periods after the billing period in which you cancelled. If you are an individual Account holder associated with a Company Account, please note that if the Company Account holder cancels the subscription, you will no longer have access to the Services.

You may purchase additional cloud storage through us as an add-on service. We may offer features to support cloud-based storage provided by you using a third party provider approved by us in the future.

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback at http://support.canvis.co or by emailing us at support@canvis.co. You agree that all Feedback will be the sole and exclusive property of Canvis. You assign and agree to assign to us all your right, title and interest in and to all Feedback, including all intellectual property rights in the Feedback. At our request and expense, you agree to execute documents and take such further acts as we may reasonably request to assist Canvis to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.

Please refer to our Privacy Policy www.canvis.co/privacy.html for information on how we collect, use and disclose information from our users.

For purposes of these Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, information or other materials, and folders and files of the above materials that are posted, generated, provided or otherwise made available or submitted through the Services; and (ii) “User Content” means any Content that Account holders (including you) submit through the Services. Content includes without limitation User Content.

You retain full ownership of your User Content. We do not claim any ownership rights in any User Content that you submit through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Canvis and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States 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 Services or Content.

By using our Services and submitting any User Content through the Services, you hereby grant to Canvis a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to host, store, copy, publicly display, modify as permitted by the Services, and distribute your User Content in connection with operating and providing the Services. For example, we will share your User Content with others at your direction. We may use trusted third parties to help us providing the Services so we will grant such third parties access to your User Content as appropriate such that the third party service providers can provide services to us. Subject to these Terms and the Privacy Policy, we will not share your User Content with others unless you direct us to.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content through the Services, nor any hosting, processing or any other activity related to your User Content by Canvis on or through the Services 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.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

The Services allows you to share your User Content with others or to make it public for anyone to access. If you share your User Content with another user, that user will be able to copy, download, modify or do other things to your User Content as permitted by the Services and otherwise outside of the Services. Please consider carefully before you share your User Content and with whom you share such content. We are not responsible for the actions of any third party with whom you choose to share your User Content, including the public.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non- sublicensable license to download, view, copy, display, modify as permitted by the Services, and print the Content solely in connection with your permitted use of the Services and solely for your personal and non- commercial purposes.

Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable, non- sublicenseable and revocable license to download, install and use the Software on a mobile device, computer or computing device that you own or control solely in connection with your permitted use of the Services. You may not copy the Software, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not, may not attempt to, or may not assist or allow anyone else to: (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; or (iv) make the functionality of the Software available to multiple users through any means. We reserve all rights in and to the Software not expressly granted to you under these Terms. We may update the Software on your device automatically when a new version or update is available.

If you accessed or downloaded the Apps from the Apple Store, then you agree to use the Apps only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.

If you accessed or downloaded the Apps from any app store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an "App Provider"), then you acknowledge and agree that:

• These Terms are concluded between you and Canvis, and not with App Provider, and that, as between Canvis and the App Provider, Canvis, is solely responsible for the Apps.
• App Provider has no obligation to furnish any maintenance and support services with respect to the Apps.
• In the event of any failure of the Apps to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the Apps to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the Apps. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Canvis.
• App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Apps or your possession and use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation..
• In the event of any third-party claim that the Apps or your possession and use of the Apps infringes that third party’s intellectual property rights, Canvis will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
• App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the Apps, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Apps against you as a third party beneficiary thereof.
• You must also comply with all applicable third-party terms of service when using the Apps.
• You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Apps nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Apps you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You agree not to do any of the following:

• Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services or any individual element within the Services, Canvis’ name, any Canvis trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Canvis’ express written consent;
• Access, tamper with, or use non-public areas of the Services, Canvis’ computer systems, or the technical delivery systems of Canvis’ providers;
• Attempt to probe, scan or test the vulnerability of any Canvis’ system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Canvis or any of Canvis’ providers or any other third party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Canvis or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Canvis trademark, logo URL or product name without Canvis' express written consent;
• Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, 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, 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.

We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy at (www.canvis.co/copyright.html) for further information.

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

"Confidential Information" means: (a) the Services, including any Feedback that you provide Canvis; and (b) any Canvis business or technical information that is disclosed to you in connection with these Terms, including, but not limited to, any information relating to Canvis’ plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. Confidential Information excludes any information that: (i) is or becomes generally known to the public other than as a result of your breach of these Terms; (ii) is rightfully known to you at the time of disclosure without restrictions on use or disclosure; and (iii) is rightfully obtained by you from a third party, who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You may disclose Confidential Information only to those of your employees who have a bona fide need to know such Confidential Information for the performance of these Terms; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as restrictive as those set forth herein. You will not use Confidential Information, except as necessary for the performance of these Terms.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel or suspend your Account at any time by sending an email to us at support@canvis.co. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, Ownership, Responsibility and Removal, Confidentiality, Warranty Disclaimers, Limitations of Liability, Indemnity, Dispute Resolution, and General Terms provisions.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

You acknowledge that: (a) during the Beta Period, the Services have not been made commercially available by Canvis; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; (d) the data, information or Content obtained using the Services may not be accurate; (e) use of the Services may result in unexpected results, corruption or loss of data, information, content or communications, or other unpredictable damage or loss; (f) Canvis has no obligation to release a commercial version of the Services[ or Software]; and (g) Canvis has the right unilaterally to abandon development of the Services, at any time and without any obligation or liability to you, apart from refunding payments to you, as applicable. You assume all risk arising from use of the Services, including, without limitation, the risk of damage to your computer system, device or the corruption or loss of data, information or Content. You will be solely responsible for all costs and expenses required to restore any data, information or Content that is corrupted or lost as a result of your use of the Services.

You will indemnify and hold harmless Canvis and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

NEITHER CANVIS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CANVIS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL CANVIS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CANVIS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CANVIS AND YOU.

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in the Northern District of California and you and Canvis irrevocably consent to the personal jurisdiction and venue therein.

These Terms constitute the entire and exclusive understanding and agreement between Canvis and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Canvis and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Canvis’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Canvis. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If you have any questions about these Terms or the Services, please contact us at:

• Canvis
• 543 Howard Street
• San Francisco, CA 94105

support@canvis.co