Last Modified: May 10, 2022
Welcome to Canvas. The Canvas Website is operated by Substance, LLC d/b/a Canvas, an Alabama limited liability company, with its registered office at 508 Mineral Trace, Suite 103, Hoover, Alabama 35244.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE SERVICES, AS THE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND CANVAS. By accessing or using the Services (as defined in Section 4), registering for or maintaining an account, or by clicking to accept or agree to the Terms when this option is made available to you, you acknowledge that you have read and understand all of the provisions of the Terms and that you accept and agree to be bound by and abide by these Terms. If you do not agree to these Terms, you must not access or use the Services.
The Services are offered and available to individuals who are of legal age and capacity to agree to these Terms. By using Canvas’s website, you represent and warrant that you are of legal age to form a binding contract with Canvas in your state or country of residence and meet all of eligibility requirements provided in these Terms. If you do not meet all these requirements, you must not access or use the Services.
2. CHANGES TO TERMS
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them here, in amended policies, or supplemental terms for applicable Service(s), or as otherwise appropriate. Any such changes shall apply to all access to and use of the Services after posting, except that any change to the dispute resolution provisions set forth in the Governing Law and Jurisdiction Section below will not apply to any disputes for which the parties have actual notice prior to the date such change is posted.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You should check this page from time to time so that you are aware of any changes, as they are binding on you.
To the extent that Canvas is required to or may elect to give notice under these Terms or otherwise, Canvas may give notice by means of a general notice through the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Canvas, with such notice deemed given when received by Canvas, at any time by first class mail or pre-paid post to our registered address, c/o Canvas, 508 Mineral Trace, Suite 103, Hoover, Alabama 35244.
4. THE SERVICES
5. ACCESSING THE SERVICES; ACCOUNT SECURITY
We reserve the right to terminate, withdraw or amend the Services, and any service or material we provide through the Services, and to cease offering or deny access to the Services or any portion thereof, either generally or with respect to you, at any time, in our sole discretion, and without notice. We may from time to time in our sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Canvas has no obligation to provide any Updates or to continue to provide or enable any features or functionality. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entirety of the Services, to users.
6. ELIGIBILITY CONDITIONS
By using the Services, you represent and warrant that you currently meet and will continue to meet the following eligibility conditions (“Eligibility Conditions”) for as long as you use the Services: (a) you are at least eighteen (18) years of age; (b) you have and will at all times comply with all laws and regulations; and (c) you have the right, authority and capacity to enter into these Terms and to abide by all the terms and conditions in these Terms.
SERVICES ARE NOT DIRECTED AT NOR INTENDED FOR THE USE OF CHILDREN UNDER THE AGE OF 13. IF YOU ARE UNDER THE AGE OF 13, DO NOT REGISTER OR SUBMIT ANY PERSONAL INFORMATION TO THE SERVICE AND IMMEDIATELY STOP USING THIS SERVICE.
By using the Services, you understand and agree that Canvas may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that Canvas may revise the Eligibility Conditions from time to time and require new conditions and certifications and that the you will abide by such revised Eligibility Conditions or discontinue using the Services.
8. NETWORK ACCESS AND DEVICES
You are responsible for making all arrangements necessary to access and/or use the Services. This includes, without limitation, obtaining necessary data network access, and acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device.
Canvas does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
9. INTELLECTUAL PROPERTY RIGHTS
The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by Canvas, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit content or any of the material on the Services.
Canvas reserves all of its statutory and common law rights against any person or entity who violates these provisions. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Canvas. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
“Canvas Trademarks” means all names, marks, brands, logos, product and service names, designs, trade dress, slogans and other designations Canvas uses in connection with its products and Services. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.
You may not use, remove or alter any Canvas Trademarks, or co-brand your own products or material with Canvas Trademarks, without Canvas’s prior written consent. You acknowledge Canvas’s rights in Canvas Trademarks and agree that any use of Canvas Trademarks by you shall inure to Canvas’s sole benefit. You agree not to incorporate any Canvas Trademarks or trademarks of its affiliates or licensors into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.
11. PROHIBITED USES
You agree to use the Services in a manner that is lawful, relevant and proper to the applicable forum. Any use of the Services that Canvas, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of your use with or without notice. You may use the Services only for lawful purposes and in accordance with these Terms.
Conduct that is prohibited as inappropriate and/or offensive includes conduct intended to, resulting in, or reasonably perceived as effecting or accomplishing the following:
Violationofanyapplicablefederal,state,localorinternationallaworregulation(including, without limitation, any laws regarding the export of data or software to andfromtheUSorothercountries);Defamation, abuse, harassment, harm, stalking, threatening or otherwise violating thelegalrights(includingwithoutlimitationrightsofprivacy andpublicity)of others;UsingtheServicesforanypurposethatisinviolationoflocal,state,national,or international law;Uploading files or code containing viruses, Trojan horses, worms, time bombs, spiders,cancelbots,corruptedfiles,oranyothersimilarsoftware,malwareormaterialsthatmay damage, interfere with, disrupt, impair, disable or otherwise overburden the operationofanydevice,computersystemornetworkorareotherwisemaliciousortechnologically harmful;AttemptingtointerferewiththeproperfunctioningofanyaspectoftheServices;Takinganyactionorusinganydevice,softwareorroutinethatinterfereswiththeproper workingoftheServicesorwhichwouldotherwiseundermineanyaspectofthe Services;Attempting to gain unauthorized access to the Services, other accounts, or otherdevice, computer systemor networksconnectedtothe Services;Impersonation,or attempt at impersonation of,another person;Attempting to gain unauthorized access to, interfere with, damage or disrupt any partsof the Services, the server on whichServices are stored, or any server, computer,database,ordataconnectedtotheServices;Accessing, downloading, or copying any information, content and/or materials from theServices through artificial means (including without limitation by the use of spiders,scrapers, hacking devices, computer programs, bots, web spoofing, URL rewriting orothersuchmeans);Use of any manual process to monitor or copy any of the material on the Services or for any otherunauthorizedpurpose withoutourprior writtenconsent;Reproduction,duplication,copying,selling,re-sellingorexploitinganyinformation, materials orcontent ontheServices; orCommission of any other conduct which restricts or inhibits anyone’s use or enjoymentof the Services, or which, as determined by us, may harm Canvas or other users of the Servicesor exposeanyofthemtoliability.
Canvas reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Canvas in its sole discretion. Alleged improprieties by any user may be reported to Canvas by email at email@example.com.
12. ILLEGAL, FRAUDULENT OR ILLEGITIMATE BEHAVIOR
Illegal, fraudulent or illegitimate behavior undermines the trust on which Canvas’s platform is based, and Canvas will seek to enforce its rights to the fullest extent of the law or in equity. In addition to any other rights and remedies available to Canvas by law or equity, Canvas may suspend your use of the Services if associated with this type of illegal or illegitimate activity.
13. MONITORING AND ENFORCEMENT; TERMINATION
We have the right to:
-Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
-Terminate or suspend your access to all or part of the Services without notice to you, at any time, in Canvas’s sole discretion, for any reason, including without limitation, any violation of these Terms, or no reason.
You agree that, if you are suspended or terminated, you will make no further use of the Services after termination or during suspension.
14. THIRD PARTY SERVICES AND CONTENT
15. CHANGES TO THE SERVICES
We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
16. INFORMATION ABOUT YOU AND YOUR VISITS TO THE SERVICES
17. TERMS OF TRANSACTING BUSINESS VIA THE CANVAS WEBSITE
Additional terms and conditions may also apply to specific portions, services or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms.
18. CONFIDENTIALITY OF CANVAS INFORMATION
You may obtain direct access via the Services to certain confidential information of Canvas and its affiliates, including without limitation technical, contractual, product, program, pricing, marketing, algorithms, code, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. All right, title and interest in the Confidential Information remains with Canvas and its affiliates.
The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Canvas, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Canvas adequate to afford Canvas the opportunity to object to the disclosure.
19. CANCELLATION AND REFUND POLICY
All charges are final, nontransferable and nonrefundable; provided, however, Canvas may correct clerical errors related to any charges by providing notice by email and a reasonable opportunity for you to object to the correction. Clerical errors include without limitation minor mistakes or unintentional or duplicate charges.
20. CANVAS SMS/MESSAGING TERM AND CONDITIONS
By “Opting In” to or using the Canvas “Text Message Service” (both terms defined below), you accept these Terms and Conditions and agree to resolve disputes with Canvas through binding arbitration, and you waive any right to participate in class actions, all as detailed in the “Arbitration Agreement” section below.
“Text Message Service” includes any arrangement or situation in which Canvas sends (or indicates that it may send or receives a request that it send) one or more text messages.
“Opting In” and “Opt-In” refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive one or more text messages.
(a) By Opting In to a Text Message Service:
-You authorize Canvas to use autodialer or non-autodialer technology to send text messages to the cell phone number associated with your account. You also authorize Canvas to include marketing content in any such messages. You do not have to Opt-In or agree to Opt-In as a condition of purchasing products.
-You are signing your Opt-In to the Text Message Service.
-You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to Opt-In.
-You consent to the use of an electronic record to document your Opt-In. To withdraw that consent, request an email copy of the Opt-In, or to update our records with your contact information, please email us at firstname.lastname@example.org.
(b) About the Text Message Services and Opting Out.
Message and data rates may apply. Unless otherwise noted, Text Message Services send multiple, recurring messages. Canvas may terminate any Text Message Service or your participation in it at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these Terms and Conditions still will apply. For Text Message Services, text HELP to the number that sends you text messages for help and STOP to that number to opt out. Your opt-out request may generate either a confirmation text or a texted request to clarify. To complete your opt-out, please provide the requested clarification. These Terms and Conditions still will apply if you withdraw the consent mentioned above or opt out of the Text Message Service.
(c) Mobile Carriers. Supporting mobile carriers may change without notice, and the particular Text Message Service you join, including those operated through a different number, may be limited to specific carriers. Canvas and the mobile carriers are not liable for delayed or undelivered messages.
21. DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that the files available for downloading from the internet for Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. CANVAS’S WEBSITE, APPLICATIONS, AND ALL CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
CANVAS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CANVAS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CANVAS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, NEITHER CANVAS NOR ANYONE ASSOCIATED WITH CANVAS REPRESENTS OR WARRANTS THE SERVICES, CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES TO BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES INCLUDING WITHOUT LIMITATION ANY AND ALL WEBSITES, APPLICATIONS OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22. LIMITATION ON LIABILITY
CANVAS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF CANVAS, EVEN IF CANVAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL CANVAS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CANVAS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON CANVAS’S CHOICE OF LAW PROVISION SET FORTH BELOW.
You agree to indemnify and hold Canvas, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Canvas Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, Canvas Website and other related services; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Canvas reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Canvas in asserting any available defenses. This provision does not require you to indemnify any of the Canvas Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your account or use of the Services.
24. CHOICE OF LAW AND JURISDICTION
Except as set forth in the Disputes; Mandatory Arbitration and Class Action Waiver Section herein, all matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction). Unless you and Canvas agree otherwise in writing, YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.
These provisions, except as otherwise provided in the Arbitration Agreement of these Terms, are only intended to specify the use of Alabama law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Alabama law to you if you do not otherwise reside in Alabama. The foregoing choice of law and forum selection provisions do not apply to the Arbitration Agreement or to any arbitrable disputes as defined therein. Instead, the Federal Arbitration Act shall apply to any such disputes.
25. DISPUTES; MANDATORY ARBITRATION AND CLASS ACTION WAIVER (“ARBITRATION AGREEMENT”)
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Canvas on an individual basis in arbitration, as set forth in this Arbitration Agreement. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. This will preclude you from bringing any class, collective, or representative action against Canvas, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Canvas by someone else.
(a) Agreement to Binding Arbitration Between You and Canvas.
You and Canvas agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Canvas, and not in a court of law.
You acknowledge and agree that you and Canvas are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Canvas otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Canvas each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(b) Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.
(c) Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Alabama and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
(d) Location and Procedure. Unless you and Canvas otherwise agree, resolution of any and all disputes will be conducted in Jefferson County, Alabama, U.S.A., which shall have jurisdiction over such disputes and over Users. YOU WAIVE ANY AND ALL OBJECTIONS TO VENUE AND TO THE EXERCISE OF JURISDICTION OVER YOU.
(e) Arbitrator's Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
(f) Fees. Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. If the Arbitrator finds that you cannot afford to pay filing, administrative, hearing and/or other fees and cannot obtain a waiver from AAA, Canvas will pay them for you. In addition, Canvas will reimburse all such filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous. Likewise, Canvas will not seek attorneys’ fees and costs in arbitration unless the Arbitrator determines the claims are frivolous.
(g) Changes. Notwithstanding the provisions above, regarding consent to be bound by amendments to these Terms, if Canvas changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Canvas written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered office, c/o Canvas, 508 Mineral Trace, Suite 103, Hoover, Alabama 35244 or (b) by email from the email address associated with your Account to: email@example.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Canvas in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
(h) Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
26. LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR CANVAS’S SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
27. ASSIGNMENT; RELATIONSHIP
You may not assign any rights or obligations under these Terms without Canvas's prior written approval. Canvas may assign its rights and obligations under these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Canvas's equity, business, or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
No joint venture, partnership, employment, or agency relationship exists between you and Canvas as a result of these Terms, your account, or your use of the Services.
28. WAIVER AND SEVERABILITY
No waiver by Canvas of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Canvas to assert or enforce a right or provision under these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Canvas in writing.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. This provision shall not affect the Severability and Survival provisions with respect to the Arbitration Agreement which is part of these Terms.
29. ENTIRE AGREEMENT
30. YOUR COMMENTS AND CONCERNS
The Services are operated by Substance, LLC d/b/a Canvas located at 508 Mineral Trace, Suite 103, Hoover, Alabama 35244. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: firstname.lastname@example.org.