Canapi Terms of Service

1.1. Canapi allows Customer to integrate an API into Customer's own product, website, or point-of-sale system ("Instance") to track specific occurrences ("Actions"). For each Action that completes successfully and is billed, Canapi funds a corresponding real-world environmental contribution ("Contribution"), as further described in Section 6.

1.2. Beta status. Canapi is currently offered as an early-access beta. The Service, including which environmental causes are available, pricing, and features, may change, and the Service may experience downtime or issues as it continues to be developed. Canapi does not guarantee uninterrupted or error-free operation during this period.

1.3. No service level agreement. Except as separately agreed in writing, Canapi does not currently offer a formal uptime or service-level guarantee. Canapi will make reasonable efforts to keep the Service available and to notify Customer of planned maintenance where practical.

1.4. Modifying or discontinuing the Service. Canapi may add, change, or remove features of the Service at its discretion. Canapi will provide reasonable advance notice before discontinuing a feature or cause that Customer materially relies on, where practical.

2.1. You must provide accurate registration information and keep your account credentials secure. You're responsible for all activity under your account and API keys.

2.2. You must be at least 18 years old and legally able to enter a binding contract to create an account.

3.1. You may create one or more Instances and configure them per the Service's documentation, including setting a rate limit and domain configuration for each Instance.

3.2. You will not use the Service to generate, submit, or represent fraudulent, fabricated, or duplicate Actions, or otherwise manipulate the Service to inflate billed Actions beyond genuine occurrences in your product.

3.3. Canapi may suspend or restrict an Instance that Canapi reasonably believes is being used in violation of this Section or in a way that could disrupt the Service for other Customers.

3.4. API key security. Each Instance's API key and signing secret are Customer's responsibility to keep confidential. Customer is responsible for Actions billed through a compromised key until Customer notifies Canapi and the key is rotated or revoked.

4.1. Usage-based pricing. The Service is billed on a per-Action basis at the rate published in your account or on Canapi's site at the time the Action occurs (currently $1.50 per billed Action). Canapi may change this rate with at least 30 days' notice for future Actions; the new rate will not apply retroactively.

4.2. Payment method required. You must maintain a valid payment method on file, processed through our payment processor (currently Stripe), before your Instances can be marked active or accept billable Actions. Instances remain inactive, and Actions are not billed or counted as Contributions, until a valid payment method is confirmed.

4.3. Invoicing. Canapi aggregates billed Actions and invoices you monthly, charged automatically to your payment method on file.

4.4. Failed payment. If a charge fails, Canapi's payment processor will automatically retry it over the following weeks. If an invoice remains unpaid approximately one month after it was issued, a late fee equal to 10% of that unpaid invoice's amount will be added to your next invoice. If an invoice remains unpaid for a second consecutive billing cycle, Canapi may suspend your account — preventing creation of new Instances and billing of new Actions — until the outstanding balance is paid. Suspension does not cancel amounts already owed, which remain payable.

4.5. All fees are exclusive of applicable taxes, which you're responsible for unless you provide a valid exemption certificate.

4.6. Refunds. Fees are non-refundable once invoiced and paid, except as required by law or expressly stated otherwise by Canapi.

5.1. You will not use the Service to track Actions in connection with content or activity that is illegal, fraudulent, or that Canapi reasonably determines is harmful, deceptive, or inconsistent with the Service's purpose.

5.2. You will not attempt to reverse-engineer, resell, or provide the Service to third parties as your own product, except as expressly permitted by a separate written agreement with Canapi.

5.3. You will comply with all laws applicable to your use of the Service, including any laws applicable to your own end users. You represent that you are not located in, or owned or controlled by anyone located in, a country or on a list subject to U.S. government trade sanctions or export restrictions.

6.1. How Contributions work. For each billed Action associated with an environmental cause, Canapi funds a Contribution using its own revenue, under Canapi's own arrangements with third-party organizations ("Cause Partners"). Contributions are typically aggregated and fulfilled on a periodic basis (currently monthly) rather than individually in real time.

6.2. What Canapi represents, and what it doesn't. Canapi will accurately describe, for each cause, the unit of impact associated with an Action (for example, "one tree planted") consistent with Canapi's actual arrangement with the relevant Cause Partner. Canapi does not control, and does not guarantee, the specific timing, location, or manner in which a Cause Partner ultimately carries out the underlying environmental work.

6.3. Approved language only. You may describe the Contribution feature to your own customers or the public only using language provided or pre-approved by Canapi (for example, "funds a verified environmental contribution via Canapi"). You may not represent an independent, direct relationship or partnership with any Cause Partner, or state a different rate, unit, or guarantee than what Canapi publishes for that cause. This restriction exists because Canapi — not you — holds the underlying agreement with each Cause Partner, and only Canapi is authorized to represent that relationship.

6.4. Cause availability may change. Canapi may add, remove, or change the status of causes and Cause Partners over time. Actions billed while a cause was active remain billable and will be fulfilled per Canapi's arrangement in place at that time.

7.1. As between the parties, Customer owns the data Customer submits to the Service about its own Instances and Actions ("Customer Data"). Canapi may access and process Customer Data solely to provide, maintain, and improve the Service.

7.2. Canapi may create and use aggregated or de-identified data derived from Customer Data (for example, overall statistics about Action volume across the Service) for its own purposes, including product improvement and marketing, provided it does not identify Customer or Customer's end users.

8.1. Canapi retains all rights in the Service, its software, and its trademarks. Subject to these Terms, Canapi grants you a limited, non-exclusive, non-transferable license to use the Service and any provided badges or marketing assets solely to describe your use of Canapi, per Section 6.3.

8.2. You retain all rights in your own products, content, and trademarks.

8.3. Publicity. Canapi may identify Customer by name and logo as a user of the Service in Canapi's own marketing materials (for example, a customer list on Canapi's website), unless Customer opts out by written notice to Canapi.

9.1. By Customer. You will defend and indemnify Canapi against any third-party claim, and resulting damages and costs, arising from: (a) your use of the Service in violation of these Terms; (b) your own product, website, or point-of-sale system into which the Service is integrated; (c) your violation of applicable law; or (d) your description of the Contribution feature or any Cause Partner in a manner inconsistent with Section 6.3.

9.2. By Canapi. Canapi will defend and indemnify Customer against any third-party claim, and resulting damages and costs, alleging that the Service, as provided by Canapi and used in accordance with these Terms, infringes that third party's intellectual property rights.

9.3. The indemnifying party's obligations under this Section are conditioned on the indemnified party promptly notifying it of the claim and reasonably cooperating in its defense.

10.1. Canapi may suspend or terminate your access to the Service for breach of these Terms, non-payment, or if required to comply with law.

10.2. You may stop using the Service at any time. Termination does not relieve you of payment obligations for Actions billed before termination.

10.3. Sections 4 (as to amounts owed), 6.3, 7, 8, 9, 11, 12, and 16 survive termination of these Terms.

11.1. THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Canapi does not warrant the Service will be uninterrupted or error-free, particularly during the beta period described in Section 1.2.

11.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT CUSTOMER PAID CANAPI IN THE 12 MONTHS BEFORE THE CLAIM AROSE, and neither party will be liable for indirect, incidental, or consequential damages. This limitation does not apply to a party's indemnification obligations under Section 9, or to Customer's payment obligations under Section 4.

Each party may access non-public business information of the other (for example, Customer's Action volume and revenue data, or Canapi's non-public product plans). Each party will use the other's confidential information only to perform under these Terms, and will protect it with the same care it uses for its own confidential information (and no less than reasonable care).

The Service relies on third-party infrastructure (currently including Stripe for payment processing and Firebase for hosting and data storage). Canapi is not liable for outages, errors, or data loss caused by a third-party service outside Canapi's reasonable control.

If you provide suggestions, ideas, or feedback about the Service, Canapi may use them without restriction or obligation to you.

Canapi may update these Terms from time to time. Material changes will be notified by email or in-app notice at least 30 days before taking effect. Continued use of the Service after that date constitutes acceptance.

These Terms are governed by the laws of the State of Nebraska, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Nebraska, and each party consents to the personal jurisdiction of those courts.

17.1. Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control (natural disaster, war, internet or utility outage, act of government, and the like).

17.2. Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

17.3. No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

17.4. Assignment. You may not assign these Terms without Canapi's consent. Canapi may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.5. Notices. Notices to Canapi should be sent to . Notices to you may be sent to the email address on your account.

Questions about these Terms? Please reach out to us at .