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Review the terms of service governing your use of the Canvas Envision platform.
Thanks for choosing the Canvas Envision platform (“Envision”), a combined desktop and cloud-based visual communication and collaboration platform developed by Canvas GFX, Inc (“Canvas”, “we” or “us”). These Canvas Envision Terms of Service (collectively, including any terms incorporated herein by reference, these “Terms”) govern the provision, access, and use of Envision. If you are not a Canvas customer, and are being invited or added to an instance of Envision set up by another Canvas customer, the Canvas Envision User Terms govern your access and use of Envision. These Terms are between you (individually or the entity you represent, as applicable, “you”) and Canvas. If you are accepting these Terms on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such entity. If you don’t have the legal authority to bind the applicable entity, do not click any “I agree” (or similar) button or checkbox that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR ENVISION USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS.
These Terms are effective as of the date you first click any “I agree” (or similar) button or checkbox (or otherwise indicate your assent) or use or access Envision, whichever is earliest (the “Effective Date”). These Terms are a legally binding contract.
These Terms govern our Envision cloud components, related Support, and Additional Services. These Terms include Our Policies (including our Privacy Policy the Product-Specific Terms) and your Orders.
Some Envision versions, products, services, functionality, features, or other components (collectively, “Envision Components”) may be subject to additional terms specific to that product as set forth in the Product-Specific Terms. By accessing or using an Envision Component covered by Product-Specific Terms, you also agree to and are bound by such Product-Specific Terms, which are incorporated herein by reference.
(a) Description. Envision AI Assistant (“Envision AI”) is an optional AI-powered feature that uses Large Language Models (LLMs) to provide analysis, suggestions, and content generation assistance within Envision. Envision AI is not a separate product but an add-on feature available within your Envision subscription.
(b) AI Provider. Envision AI currently uses AWS Bedrock (which provides access to Anthropic’s Claude) and Google Vertex AI (which provides access to Google’s Gemini). Canvas may update or add additional LLM providers in the future. You will be notified of such material changes to AI providers at least thirty (30) days in advance.
(c) Deployment Options. Envision AI may be deployed in one of following ways, each subject to different data handling and compliance implications:
(i) Commercial deployments: Envision AI runs on the commercial environments of AWS Bedrock and Google Vertex AI, which Canvas maintains and manages; or
(ii) GovCloud deployments: For federal contractor and defense customers, Envision AI runs on AWS GovCloud and Google GovCloud (and, as they become available, additional GovCloud-authorized providers).
(d) Optional Feature. Envision AI is optional and disabled by default. Administrators may enable or disable Envision AI at any time through account settings. Disabling AI does not affect other Envision functionality.
(e) End User Consent. Before enabling Envision AI, Administrators must provide all required notices to End Users regarding AI processing and obtain their consent. See Section 2.3 (End User Consent).
(f) Future Changes.
Canvas reserves the right to modify, update, discontinue, or change Envision AI and any associated services (collectively, “Envision AI Services”), including LLM providers, processing methods, or feature availability.
Use of Canvas’s downloadable software products (e.g., Canvas X Pro) requires a separate license agreement with us. For clarity, however, any mobile, cloud, or web-based Envision Components remain subject to these Terms.
Through the Envision portal, you may specify certain End Users as Administrators, who will have important rights and controls over your use of Envision and End User Accounts. This may include making Orders for Envision, creating, de-provisioning, monitoring or modifying End User Accounts, setting End User usage permissions, and managing access to Your Data by End Users or others.
Administrators may also take over management of accounts previously registered using an email address belonging to your domain (which become “managed accounts”, as described in our Documentation). Without limiting Section 2.4 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of Envision for you.
If you order Envision through a Reseller, or as an integrated or embedded component within a third-party-provided platform or solution, then you are responsible for determining whether the Reseller or such other third party may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller or such other third party. As between you and Canvas, you are solely responsible for any access to or use of your accounts or your other End User Accounts by the Reseller or such other third party.
You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy, and (ii) Canvas’s provision of Envision to Administrators and End Users. You will provide evidence of such consents upon our reasonable request.
Envision has various user onboarding flows. Envision requires users to be designated by Administrators; some Administrators may allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for Envision and for controlling whom you allow to become an End User. If payment is required for End Users to use or access Envision, then we are only required to provide access to Envision to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use Envision. Envision will allow you to designate different types of End Users (for example, “Admin”, “Creator” and “Operator”), in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may require review, acknowledgment, and/or acceptance of our User Terms by End Users at sign up, account creation, or registration, or during any access or use. If you use single sign-on (SSO) for identity management of your Envision Components such that End Users may bypass our User Terms screens and/or process, you are responsible for displaying our User Terms to (and, as applicable, obtaining agreement to our User Terms by) End Users, for communicating or effectuating any other required notices or consents, and for any damages resulting from your failure to do any of the foregoing. You will provide any required or reasonably requested cooperation, information, approvals, access, or assistance in connection with the provision or use of Envision.
If you are hosting Envision in your own self-hosted environment, (a) you are solely responsible for configuring, operating, and managing Envision therein, including all user onboarding processes and access controls; (b) you are solely responsible for designating Administrators, determining whether users may self-register or invite others, and managing End User roles and permissions (e.g., "Admin", "Creator", "Operator"); and (c) we have no visibility into, or responsibility for, End User onboarding, access management, or usage monitoring in your self-hosted environment.
If your configuration includes pricing tied to End User types, such distinctions and associated fees are your responsibility to manage.
You must require that all End Users keep their user IDs and passwords for Envision strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized access or use of which you become aware.
If you are hosting Envision in your own self-hosted environment, you are responsible for implementing and enforcing credential security policies for all End Users within your environment. This includes requiring that user IDs and passwords be kept confidential and not shared. User IDs should be assigned to individual, named persons and must not be shared between users. You are responsible for all actions taken using End User credentials, and you agree to promptly respond to any suspected unauthorized access or use. We are not responsible for monitoring or managing End User Accounts or credential use in your self-hosted environment.
Subject to these Terms and during the applicable Subscription Term, you may access and use Envision for your own business purposes or personal use, as applicable (and in each case solely for your own internal purposes and not on behalf, or for the benefit, of any third party), all in accordance with these Terms, the applicable Order and the Documentation. The rights granted to you in this Section 3.1 are non-exclusive, non-sublicensable (except to your End Users acting solely on your behalf) and non-transferable.
During the Subscription Term, we will provide Support for Envision in substantial accordance with the Enterprise Support and Service Policy (also referred to as the Service Level Agreement or “SLA”) (to the extent applicable) and the applicable Order.
If you have subscribed to Envision through a Reseller or as an integrated or embedded component of a third party-provided solution or platform, then the Reseller or such other third party may be responsible for elements of your support related to Envision.
Except as otherwise expressly authorized in these Terms, you shall not directly or indirectly: (a) reproduce, modify, adapt or create derivative works of Envision, any other Our Technology, or any associated software, models, algorithms, systems, or other Canvas Confidential Information or materials (collectively, “Envision Materials”) (b) rent, lease, distribute, sell, sublicense, transfer or provide access to any Envision Materials to a third party, or use any Envision Materials on behalf of or for any third party; (c) use any Envision Materials for or in any unlawful, misleading, disruptive, inappropriate, or otherwise unauthorized purpose or manner; (d) incorporate any Envision Materials into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in any Envision Materials designed to limit your use or to protect Envision Materials or third-party systems or other materials; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, designs, models, algorithms, file formats or APIs of any Envision Materials, except to the extent expressly required by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Envision Materials; (h) use any Envision Materials for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance, or other evaluation, of any Envision Materials; or (j) encourage or assist any third party to do any of the foregoing.
We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications.
For self-hosted deployments of Envision, you are solely responsible for implementing and maintaining appropriate physical, technical, and administrative safeguards to protect Your Data and Envision. We do not manage or control your infrastructure or network security, and we make no representations or warranties regarding the security, availability, or integrity of your hosted environment. You are also solely responsible for obtaining and maintaining any third-party certifications or audits applicable to your deployment.
We collect certain data and information about you and your End Users in connection with you and your End Users’ use of Envision and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy which you acknowledge.
For self-hosted deployments of Envision, we do not have access to End User data, usage data, or other information stored or processed within your environment unless provided by you for support-related purposes. In such cases, any data shared with us will be handled in accordance with our Privacy Policy. You are solely responsible for complying with all applicable privacy and data protection Laws and policies in connection with your self-hosted deployment, including the collection, processing, and storage of any End User data.
Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. Canvas strives to balance your privacy rights with other legal requirements; to read more about Canvas’s policies and guidelines for law enforcement officials requesting access to customer data, please see our Guidelines for law enforcement requests.
If you are in the EU, EEA, UK, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete the Canvas Data Processing Addendum (the “DPA”).
(a) Encryption and Data Handling. All Envision AI requests are encrypted end-to-end (TLS 1.3+), undergo server-side sanitization to remove unnecessary metadata, and are processed in isolated, per-user encrypted sessions.
(b) Infrastructure Provider. Envision AI currently utilizes AWS Bedrock and Google Vertex AI, each of which operates under the applicable provider’s security and compliance programs. Current AWS compliance certifications and their regional applicability are available at https://aws.amazon.com/compliance/programs/ and current Google Cloud compliance certifications are available at https://cloud.google.com/security/compliance.
(c) Audit Trail. An audit trail is maintained of all Envision AI interactions, including (as applicable):
(i) Timestamp of request;
(ii) User/session identifier;
(iii) Type of AI request;
(iv) Data categories included in request;
(v) Response timestamp; and
(vi) Any noted errors or exceptions. Such audit logs (“AI Logs”) are retained for ninety (90) days for security, compliance, and troubleshooting purposes, then permanently deleted.
(d) Geometric Data Protection. 3D model geometries and renderings are processed exclusively within Envision. Only metadata and summaries of geometric data may be sent to third party AI service providers.
(e) Customer Access to AI Logs. You may request access to your AI Logs at any time, and Canvas will provide available AI Logs within thirty (30) days of such request.
(a) Service Providers. Envision AI Services currently rely on third party providers, such as:
(i) Amazon Web Services (AWS Bedrock): AI infrastructure and hosting; and
(ii) Anthropic: Large Language Model (Claude) provider accessed via AWS Bedrock; and (iii) Google: Large Language Model (Gemini) provider, accessed via Google Vertex AI.
(b) Provider Terms and Limitations. Your use of Envision AI is subject to the terms and conditions of each applicable third-party AI provider (including the providers identified in Section 4.6(a)). Canvas is not responsible for:
(i) Downtime, interruption, modification, or discontinuation of any third-party AI infrastructure or foundation model service;
(ii) Accuracy, truth, source, completeness, currentness, usefulness, or quality of AI responses;
(iii) Changes to any third-party AI provider’s service terms or features; or
(iv) Pricing changes by any third-party AI provider.
You acknowledge that these third-party services may be modified, suspended, or discontinued at any time at the applicable third-party AI provider’s sole discretion.
(c) Future LLM Providers. Canvas is exploring support for additional LLM providers. When support for additional providers is added, customers may choose which providers to enable or disable for their account.
(d) Provider Documentation. Copies of the applicable third-party AI provider terms (including AWS Bedrock Terms of Service, AWS Data Processing Agreements, Anthropic Claude Terms, Google Vertex AI Terms of Service, and Google Gemini Terms) are available upon request.
(e) Customer-Managed Deployment Options. You may opt to:
(i) Use your own AWS account for AI processing (in which case, AWS account setup and costs are your responsibility); or
(ii) Deploy Envision AI on-premises (which requires separate infrastructure and support agreement).
For customer-managed deployments, Canvas provides technical integration support but is not responsible for third party-related account security, compliance, or operational costs.
You retain all right, title and interest in and to Your Data in the form submitted to Envision. We may also access your accounts, End User Accounts, and your Envision instance with End User permission in order to respond to your support-related requests.
If you are self-hosting Envision in your own environment, we do not access, use, process, or store Your Data except where authorized by you (e.g., for support-related purposes).
If you request our support and grant access, you grant us a limited, revocable license to access and use Your Data solely for the purpose of providing technical support or services as requested by you. This may include the right to access your instance of Envision, including relevant End User Accounts, but only to fulfill such support requests.
You and your use of Envision (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to Envision and to grant the rights granted to us in these Terms; and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 4 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting it to and using it with Envision.
If you are self-hosting Envision, we do not assume any responsibility or liability for Your Data stored or processed in your environment. You are solely responsible for managing, securing, and backing up Your Data, and for any consequences arising from its use in connection with Envision.
You will not submit to Envision (or use Envision to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the applicable Envision Component in the applicable Documentation. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.
You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to:
(i) your breach of Section 2.3 (End User Consent) or any claims or disputes brought by your End Users arising from or related to their use of Envision;
(ii) your breach (or alleged breach) of Sections 5.2 (Your Data Compliance Obligations) or 5.3 (No Prohibited Sensitive Personal Information);
(iii) your Materials (or any permitted use thereof);
(iv) your submission to Envision any data that violates third-party rights;
(v) your use of Envision in violation of these Terms, or your violation of applicable law;
(vi) your breach of these Terms or any agreement between you and any End User, Reseller, or third-party provider;
(vii) your publication, distribution, or reliance on AI-generated content that violates third-party rights; or
(viii) any inaccurate, false, misleading, or harmful AI-generated content that you publish or use.
With respect to any claim covered by this indemnification obligation, you will receive:
(a) prompt written notice of such claim;
(b) the exclusive right to control and direct the investigation, defense or settlement of such claim (provided that any settlement will be subject to our written consent); and
(c) our reasonable cooperation at your expense.
We have no obligation to monitor any content uploaded to Envision. Nonetheless, if we deem such action necessary or appropriate based on your actual, threatened, or suspected violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright or Trademark Violations we may (a) remove Your Data from Envision, or (b) suspend your access to Envision. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of Envision or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Envision Components as described in this Section 5.5.
(a) When you use Envision AI, the following data categories may be transmitted to the applicable third-party AI infrastructure provider for processing:
(i) Object metadata and properties
(ii) Document structure and organization
(iii) Text content and annotations
(iv) Part relationships and hierarchies
(v) Context information reasonably necessary to generate AI responses
(b) Data Not Sent to AI. Canvas does not transmit the following data to third party AI service providers:
(i) 3D model geometries and renderings;
(ii) Customer account information (names, emails, company data);
(iii) Personally Identifiable Information (PII) beyond what is reasonably necessary for specific AI requests;
(iv) Payment information or billing data; or
(v) Administrative credentials or access keys.
(c) Anonymous Processing. All Envision AI requests are processed with zero customer linkage. Your customer account information is not transmitted to or linked with AI processing. The applicable third-party AI infrastructure provider processes requests anonymously and cannot reasonably identify which customer or organization submitted the request.
(d) Zero Data Retention. The third-party AI infrastructure providers identified in Section 4.6(a) are configured with zero data retention policies. Data transmitted for AI processing is not retained by the applicable third-party AI infrastructure provider, used for model training, or used to improve the provider’s services.
(e) Audit Access. Upon written request, you may obtain available AI Logs of Envision AI requests and responses associated with your account. Canvas will provide such AI Logs within thirty (30) days of request.
(a) Deletion Upon Termination. Upon termination of your Envision subscription, the AI Logs associated with your account will be deleted within thirty (30) days of the termination date, unless retention is required by applicable law or Canvas's document retention policies.
(b) Data Subject Rights. For customers subject to GDPR (or other substantially equivalent Laws), you have the right to request access, correction, or deletion of AI interaction data associated with identified individuals. Canvas will respond to such requests within thirty (30) days in accordance with applicable data protection laws.
We collect and use data and information about the access to, configuration, and use of Envision (including Envision AI), such as the features and tools used, frequency and patterns of use, the types of tasks and prompts users engage with, and performance, error, and session telemetry (collectively, “Usage Data”). We may use Usage Data to operate, secure, maintain, support, and improve Envision; to deliver onboarding, in-product guidance, and recommendations; to tailor prompts, tooling, and capabilities; to develop new features; and for our other legitimate business purposes. We may also create aggregated and/or de-identified data from User Data, Usage Data, and Envision AI interactions (collectively, “Aggregated Data”), provided that Aggregated Data does not identify you or any individual, we will maintain and use Aggregated Data only in aggregated or de-identified form, we will not attempt to re-identify it, and we will require any third party to whom we make it available to comply with the same restrictions. We may use and retain Aggregated Data for any lawful business purpose. Consistent with Section 13.2 (AI Output Ownership), we will not use your inputs, prompts, or Outputs to train or fine-tune any Large Language Model or other similar generative artificial intelligence or machine learning system; our use of Usage Data and Aggregated Data is to understand how Envision is used so that we can improve and tailor it and develop new features, and not to train any Large Language Model on your content. We handle any personal data contained in Usage Data in accordance with our Privacy Policy.
Subject to the terms hereof, you (including your End Users) may choose to use or procure third party products or services in connection with Envision, including Third Party Apps or implementation, customization, training or other services. Your receipt or use of any third party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third party provider. If you enable or use third party products or services with Envision, any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
Access to any of our APIs, SDKs or other Canvas developer assets is subject to the Canvas Developer Terms, which is a separate agreement.
Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us.
We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with Envision Components, subject to the same usage rights and restrictions as for the applicable Envision Components.
You agree to provide us with timely access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused accordingly. You retain your rights in Your Materials, subject to our ownership of Envision Components, Our Deliverables, and Our Technology. We will use Your Materials solely for purposes of performing the Additional Services or otherwise performing hereunder. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.
Your purchase, and our provision, of custom Training is subject to our Training Terms and Policy which is a separate agreement.
Except for No-Charge Products, Envision Components are generally offered on an annual subscription basis. Your initial Subscription Term is for one (1) year, unless a different term is expressly specified in your Order.
Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will timely provide any notice of non-renewal through the means we designate, which may include account settings in Envision or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Product continuing to be offered and will be charged at the then-current rates.
You may add users, increase storage limits, or otherwise increase your use of Envision Components by placing a new Order or modifying an existing Order through your account or by contacting sales@canvasenvision.com. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Canvas by emailing the PO number to ar@canvasenvision.com. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
All fees are exclusive of taxes and duties.
You are responsible for maintaining current and valid payment information for your account. If a payment fails due to invalid or expired payment information, Canvas will attempt to retry billing. If billing continues to fail, Canvas may suspend your access to Envision until full payment is received.
We will deliver the login instructions for Envision (or particular Envision Components) to your account or through other reasonable means within 72 hours of receipt of the signed PO and contract. All deliveries under these Terms will be electronic.
You are responsible for taxes in your jurisdiction of residence and use. If Canvas is required by law to collect and remit taxes on your behalf, you must pay Canvas for such taxes in addition to the subscription fees.
If you qualify for a tax exemption (e.g., resale certificate, nonprofit status), you must provide Canvas with valid exemption documentation at the time of purchase. Canvas will adjust your invoicing based on valid exemption certificates provided. Provision of exemption documentation does not guarantee acceptance. Canvas will provide standard invoicing documentation. Tax treatment and determination of your specific tax obligations are your responsibility.
You will pay Canvas the full invoice amount. Any withholding tax requirements are your responsibility.
If your jurisdiction imposes withholding tax requirements, you must calculate, pay, and remit such taxes to your tax authority. Canvas will cooperate in obtaining any available withholding tax exemptions or reduced rates but makes no guarantees regarding availability of such relief. Upon Canvas's request, you will provide documentation proving you have paid withholding taxes to your tax authority.
If a tax authority audits Canvas regarding tax treatment of your subscription, you agree to provide Canvas with documentation supporting your tax status and any exemptions you claimed.
If you make any purchases through an authorized partner or reseller of Canvas (“Reseller”):
(a) you will pay the applicable amounts to Canvas, as agreed between you and the Reseller;
(b) your order details (e.g., the Envision Components you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the Order placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such Order as communicated to us; and
(c) Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms. In the event of any conflict between these Terms and any agreement between you and any Reseller, these Terms will prevail.
Canvas may offer certain Envision Components at no charge, including certain free accounts, trial periods, no-charge beta versions, and evaluation licenses (collectively, “No-Charge Products”).
If Canvas designates a time period for your trial access (e.g., "30-day trial"), your use is limited to that period. Canvas will communicate the trial period in writing when you register (e.g., in a signup email, on-screen, or in your account settings). If no trial period is designated, Canvas may terminate your access at any time.
Canvas may make beta versions, pre-release features, and evaluation editions (collectively, “Beta Versions”) available. These are experimental and not suitable for production use. Beta Versions:
(a) May be inoperable, incomplete, or unstable;
(b) May contain errors, bugs, and unintended behavior;
(c) May be discontinued at any time without notice;
(d) Data submitted to Beta Versions may be lost or corrupted; and
(e) May not be made generally available.
Beta Version access is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms).
Except as otherwise set forth in this Section 12, the terms and conditions of these Terms governing Envision, including Section 3.3 (Restrictions), fully apply to No-Charge Products and Beta Versions. Your use of No-Charge Products and Beta Versions may also be subject to any additional or different terms that we specify. If any such additional terms conflict with these Terms, such additional terms control for that No-Charge Product or Beta Version, as applicable. We may modify, or suspend or terminate your right to use, No-Charge Products or Beta Versions at any time and for any reason in our sole discretion, without liability to you. You understand that any Beta Versions are still under development, may be inoperable or incomplete and are likely to contain errors and bugs. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 12. All information regarding the characteristics, features or performance of any No-Charge Products or Beta Versions constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products and Beta Versions, including any Support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS TO THE CONTRARY, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF OR RELATED TO ANY NO-CHARGE PRODUCTS OR BETA VERSIONS WILL BE US $100, REGARDLESS OF THE FORM OF ACTION OR WHETHER CANVAS WAS ADVISED OF POSSIBLE DAMAGES.
Canvas provides No-Charge Products and Beta Versions "AS-IS" without any warranties, representations, or conditions of any kind, whether express, implied, or statutory. Canvas specifically disclaims warranties of merchantability, fitness for a particular purpose, and non-infringement. Canvas will not be required to provide Support, maintenance, updates, or bug fixes for No-Charge Products or Beta Versions, though Canvas may do so at its discretion.
Canvas products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including Envision) and other Canvas products. From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
You acknowledge and agree that: (i) as between the parties, you own all right, title, and interest in AI-generated responses or outputs to your prompts or inputs (collectively, “Outputs”); (ii) Canvas may anonymously analyze your AI usage patterns to improve user experience (but not for model training); and (iii) Canvas will not use your inputs, prompts, or Outputs to train or fine-tune any Large Language Model or other similar generative artificial intelligence or machine learning system.
Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to Envision or other Canvas products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 14. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms in accordance with this Section 15.
Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Termination for Canvas's breach of its warranty obligations is governed by Section 16.4 (Warranty Remedy).
You may choose to stop using Envision and terminate these Terms (including all Orders) at any time for any reason upon written notice to us.
The following provisions will survive any termination or expiration of these Terms: Sections 3.3 (Restrictions), 5.4 (Your Indemnity), 5.8 (Usage Data; Aggregated Data); 6.1 (Third-Party Products), 9.4 (Payment), 10 (Taxes), 12 (Evaluations, trials, and betas) (but excluding your rights to access or use any No-Charge Products or Beta Versions), 13 (IP Rights in Envision and Feedback), 14 (Confidentiality), 15 (Term and Termination), 16.5 (Warranty Disclaimer), 16.6 (Envision AI Services Warranty Disclaimer), 17 (Limitations of Liability), 18 (IP Indemnification) (but solely with respect to claims arising from your use of Envision during the Subscription Term), 20 (Dispute Resolution) and 24 (General Provisions).
Upon any expiration or termination of these Terms, you must immediately cease using Envision, except: if you terminated for convenience; you may continue using Envision through the end of the then-current Subscription Term for which you have been billed; (b) You must delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf and certify such deletion upon our request; (c) You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of Envision during the applicable Subscription Term. (d) Termination will not relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. (e) If you terminate these Terms in accordance with Section 15.2 (Termination for Cause), you will receive a prorated refund of any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. (f) If we terminate these Terms in accordance with Section 15.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. (g) Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
We warrant that we implement industry-standard security practices designed to protect Envision against malware, viruses, Trojan horses or similar threats.
The warranty in Section 16.2 does not cover:
(a) Security threats or incidents caused by you or End Users (including weak passwords, phishing, insider threats, misconfiguration, or failure to apply available security updates);
(b) Security threats originating outside Canvas's systems or infrastructure (including threats transmitted through compromised customer devices, networks, or third-party services you use);
(c) Vulnerabilities in software or services Canvas does not control or develop (including third-party libraries, operating systems, ISP networks, or internet infrastructure);
(d) excessive or unauthorized use;
(e) No-Charge Products or Beta Versions; or
(f) Claims not reported to Canvas within thirty (30) days of your discovery.
If Canvas breaches the warranty in Section 16.2, Canvas will, at no charge to you, use commercially reasonable efforts to remediate the reported security issue. If Canvas determines remediations to be impracticable, either party may terminate the applicable Subscription Term, and you will receive a prorated refund of any fees you have pre-paid for use for the terminated portion of the applicable Subscription Term.
Canvas's sole liability, and your sole and exclusive remedy, for any breach of the warranty in Section 16.2 are set forth in this Section 16 and are further limited by Section 17 (Limitation of Liability).
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 16, ENVISION (INCLUDING ANY ASSOCIATED CANVAS PRODUCT, SUPPORT OR ADDITIONAL SERVICE) IS PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ACCURACY, SUITABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT: (A) YOUR USE OF ENVISION WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS, (C) THAT ENVISION WILL BE FREE FROM DEFECTS, BUGS, OR ERRORS, OR (D) ANY SPECIFIC UPTIME, AVAILABILITY, OR PERFORMANCE LEVELS WILL BE MAINTAINED OR ANY PARTICULAR RESULTS WILL BE ACHIEVED.
YOU UNDERSTAND THAT USE OF ENVISION NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MINIMUM EXTENT PERMITTED BY LAW.
(a) AI AS-IS. Envision AI Services are provided "AS-IS" without any warranty of accuracy, completeness, suitability, reliability, or fitness for any particular purpose, and your use of Envision AI Services is at your own risk. Without limiting the foregoing, Canvas makes no representation that Envision AI will:
(i) Provide accurate, true, complete, current, or useful responses;
(ii) Maintain consistency across requests;
(iii) Correctly or skillfully interpret context or nuance; or
(iv) Be free from errors, hallucinations, or fabrications
(b) AI Hallucinations and Errors. Large Language Models are known to produce "hallucinations"—responses that sound plausible but are factually incorrect, contradictory, fabricated, or nonsensical. AI-generated content may contain (for example):
(i) False or misleading information;
(ii) Outdated information;
(iii) Contradictory statements; or
(iv) Made-up facts or citations.
(c) Your Responsibility. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ANY AI-GENERATED CONTENT BEFORE USING IT FOR ANY PURPOSE. Do not rely on any Outputs without appropriately qualified independent verification and judgment based on the particular circumstances, especially for:
(i) Legal decisions or interpretations;
(ii) Medical or health decisions;
(iii) Financial or investment decisions;
(iv) Technical implementations; or
(v) Public statements or publications.
(d) No Warranty for Third-Party Providers. Canvas makes no warranty regarding the services, accuracy, or availability of AWS Bedrock (Claude), Google Vertex AI (Gemini), or any other third-party LLM provider. These third-party services may be modified, degraded, or discontinued at any time.
(e) Inherent LLM Limitations. You understand and acknowledge that Large Language Models have inherent limitations, including in:
(i) Understanding context and nuance;
(ii) Reasoning about complex or novel situations;
(iii) Maintaining factual accuracy over long responses;
(iv) Handling specialized or technical domains; and
(v) Respecting user intent in ambiguous situations.
(f) No Substitute for Professional Judgment. Envision AI is not a substitute for professional judgment, expert consultation, or human review. For matters requiring expertise (legal, medical, technical, financial), consult with qualified professionals and do not rely solely or primarily on Outputs.
EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS OR GOODWILL, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
“Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 3.3 (Restrictions).
The parties agree that the waivers and limitations specified in this Section 17 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
We will defend you against any claim brought against you by a third party alleging that Envision, when used as authorized under these Terms, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of Envision is (or in our opinion is reasonably likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of Envision in substantial accordance with these Terms; (ii) substitute a substantially functionally similar product or component; or (iii) terminate your right to continue using Envision (or the applicable Envision Component) and provide a prorated refund of any prepaid amounts for the terminated portion of the Subscription Term. However, our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your subscription to Envision in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if Envision is modified by any party other than us, but solely to the extent the alleged infringement arises as a result of such modification; (3) if Envision is used in combination with any non-Canvas product, software, service or equipment, but solely to the extent the alleged infringement arises as a result of such combination; (4) to unauthorized use of Envision; (5) to any Claim arising as a result of (y) Your Data (or other Your Materials) or circumstances covered by your indemnification obligations in Section 5.4 (Your Indemnity), or (z) any third-party deliverables or components; or (6) if you settle or make any admissions with respect to a Claim without our prior written consent. THIS SECTION 18 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY ENVISION OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
We may identify you as a Canvas customer in our promotional materials. We will promptly stop doing so upon your request sent to sales@canvasenvision.com.
In the event of any controversy or claim arising out of or relating to these Terms, subject to Section 20.3 (Injunctive Relief), the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 20.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 20.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
These Terms will be governed by and construed in accordance with the applicable laws of the Commonwealth of Massachusetts, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Boston, Massachusetts, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Boston, Massachusetts, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
Notwithstanding the provisions of Section 20.1 (Informal Resolution) and 20.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief, at any time in any competent jurisdiction, with respect to any actual or threatened violation of Section 3.3 (Restrictions), intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.
Envision is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import Laws related to your access, use, or downloading of Envision (or any part thereof). You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of Envision or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You shall not use or provide Envision for any prohibited or high-risk end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section 24.1 (Notices) or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.
You must accept modifications to continue using No-Charge Products and Beta Versions. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products or Beta Versions, as applicable.
Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 9.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as reasonably necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and you will receive a prorated refund of any fees you have pre-paid for use of the affected Envision Component(s) for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.
We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
You acknowledge that in order to provide improved customer experience we may make changes to Envision (or any Envision Components), and we may update the applicable Documentation accordingly. We can discontinue any Envision Components, any Additional Services, or any portion or feature of any Envision Components for any reason at any time without liability to you. If any such discontinuation materially adversely impacts the functionality of Envision as a whole, you may terminate the applicable Subscription Term upon notice to us, and you will receive a prorated refund of any fees you have pre-paid for use of the affected Envision Component(s) for the terminated portion of the applicable Subscription Term.
Any notice under these Terms must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to Canvas GFX Inc, 207 Newbury Street, Floor 3, Boston, MA 02116, USA Attn: CEO. Your notices to us will be deemed given upon receipt.
Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees or to comply with Section 3.3 (Restrictions)) if the delay or failure is due to events which are beyond the reasonable control of such party, including a strike, blockade, war, act of terrorism, epidemic, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.
These Terms are the entire agreement between you and us relating to Envision and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to Envision or any other subject matter covered by these Terms. No provision of any purchase order or other business form provided by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.
In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.
No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 22 (Changes to these Terms), any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.
As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
Envision, including any related software, is “commercial computer software” as that term is defined in 48 C.F.R. §2.101. If you are the U.S. Government or any contractor therefor, you will receive only those rights with respect to Envision and the Documentation as are granted to all other end users under these Terms, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
Certain capitalized terms are defined in this Section 25, and others are defined contextually in these Terms.
“Additional Services” means Technical Account Manager (TAM) services, premier or priority support or other services related to the Envision Components we provide or make available to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription.
“Administrators” mean the personnel designated by you who administer Envision to End Users on your behalf.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
"AWS Bedrock" means Amazon Web Services' managed AI service for accessing foundation models, as described at https://aws.amazon.com/bedrock/
“Documentation” means our standard published documentation for Envision (or the relevant Envision Component).
“End User” means an individual you or your Affiliate invites or otherwise authorizes to use Envision. For the avoidance of doubt, the following are non-exhaustive examples of End Users: any (a) individuals invited to use Envision by your End Users, (b) individuals under your managed accounts, or (c) individuals interacting with Envision as your customer.
“End User Account” means an account established by you or an End User to enable the End User to use or access Envision.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to Envision, Support or Additional Services or other Canvas products, technology, or services.
“Google Vertex AI” means Google’s managed AI service for accessing foundation models, as described at https://cloud.google.com/vertex-ai/
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“Notification Email Address” means the email address(es) you used to sign up or register for Envision. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.
“Order” means Canvas’s then-applicable online order page(s), flows, in-product screens or other Canvas-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the relevant Envision Components, (ii) the number of End Users, Subscription Term, domain(s) associated with your use of Envision, storage capacity or limits, or other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and No-Charge Products.
“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.
“Our Policies” means our Acceptable Use Policy, guidelines for Reporting Copyright and Trademark Violations, Privacy Policy, Enterprise Support and Services Policy, and any other Canvas policies, terms, or license agreements referenced in these Terms or otherwise applicable to your access to or use of Envision.
“Our Technology” means Envision (including all Envision Components, including any No-Charge Products or Beta Versions), Our Deliverables, our other technology, products, and intellectual property, the “look and feel” of the foregoing, any and all related or underlying technology and any embodiments, modifications, or derivative works of the foregoing, including as they may incorporate Feedback.
“PCI DSS” means the Payment Card Industry Data Security Standards.
“PO” means a purchase order hereunder agreed by the parties.
“Product-Specific Terms” means additional terms that apply to certain Envision Components.
“Sensitive Personal Information” means any (i) special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other personal information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data that is protected under applicable privacy-related Laws.
“Subscription Term” means your permitted subscription period for Envision (or the relevant Envision Component), as set forth in the applicable Order, subject to earlier termination in accordance herewith.
“Support” means support for Envision, as further described in Support Policy and Enterprise Support and Services Policy (to the extent applicable). Your Support level will be specified in the applicable Order.
“Training” means Canvas-provided training and certification services.
“Your Data” means any data, content, code, video, images or other similar materials that you (including any of your End Users) submit to Envision.
“Your Materials” means, collectively, (i) Your Data, and (ii) any other content or other materials you provide or make available to us in connection with Envision, Additional Services, or these Terms.
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