Terms of Service

Effective date: June 12, 2026

These Terms of Service (the “Terms”) govern your access to and use of the Canopy platform — including the Bloom back-office application, the Roots loyalty application, the runcanopy.app website, and related products and services (together, the “Services”) — provided by Canopy Solutions LLC, a New York limited liability company (“Canopy,” “we,” “us,” or “our”).

By creating an account, checking an agreement box at signup, accessing the Services, or enrolling in a loyalty program operated through Roots, you agree to these Terms. If you do not agree, do not use the Services.

These Terms contain provisions that affect your legal rights, including a binding arbitration clause and a class-action waiver in Section 15. Please read them carefully.

1. Definitions

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for use within the United States only. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” includes that organization.

3. Accounts

Operator accounts

Operator accounts are subject to approval by Canopy before activation. We may approve, deny, or revoke Operator accounts at our discretion, including based on verification of the business’s identity and legitimacy, compliance with applicable law and these Terms, and suitability for the platform. You must provide accurate, current, and complete information at signup and keep it current. You are responsible for safeguarding your credentials and for all activity under your account; notify us immediately at support@runcanopy.app of any unauthorized use.

End User accounts

End User memberships are created when an End User enrolls in an Operator’s loyalty program through Roots — at the register, on an in-store tablet, or through the online portal. Identity is established through phone-number verification. End Users do not pay Canopy; the Operator is Canopy’s customer.

Staff accounts

Canopy maintains internal staff accounts for support and operations. Staff access to Operator and End User data is logged and limited to legitimate operational purposes.

4. The Services

Bloom consolidates business data Operators already generate — point-of-sale transactions, fuel data, distributor invoices, bank settlement files, and uploaded documents — into reporting, reconciliation, and operational tools. Roots provides loyalty enrollment, points, offers, and customer-engagement tools, including SMS and email messaging. The Services read from systems an Operator already uses; they do not replace those systems of record.

Figures presented in the Services (including reconciliation, margin, tax, and payroll-related figures) are informational tools derived from data we receive. They are not accounting, tax, or legal advice. Operators are responsible for verifying material figures against their source systems and for their own regulatory, tax, and reporting obligations.

Availability. We aim to keep the Services available continuously but do not guarantee uptime except as provided in a separate written agreement. We may modify, suspend, or discontinue features, with notice when reasonably possible. Beta, preview, or early-access features are provided as-is, may not work reliably, and may be discontinued at any time.

5. Operator obligations

Lawful operation

Operators will operate their business in compliance with all applicable laws, including consumer-protection, advertising, telecommunications, and age-verification laws relevant to their industry.

Customer consent and messaging

Before sending SMS or email marketing communications through Roots, the Operator must obtain valid consent from each customer. The Services provide consent-capture tools designed to support compliance with the Telephone Consumer Protection Act (TCPA) and similar laws, but the Operator remains responsible for its consent practices, including: using the consent language presented through the Services or language we have approved; never pre-checking consent boxes or obtaining consent deceptively; promptly honoring any opt-out request received directly; and never transferring consent from one program or business to another without obtaining fresh consent.

Customer data

Operators retain ownership of and responsibility for their customers’ personal data. Operators agree to maintain their own accurate privacy practices, honor their customers’ privacy rights under applicable law, not use customer data beyond the scope of the consent given, and not share, sell, or transfer customer data obtained through the Services without separate lawful consent. Canopy processes customer data on the Operator’s behalf as a service provider, as described in our Privacy Policy.

Age-restricted products

If an Operator sells age-restricted products (such as tobacco or vape products), the Operator is solely responsible for verifying customer age at the point of sale and complying with all applicable laws. The Roots loyalty program is not a substitute for age verification at the register.

Prohibited uses

You will not use the Services to: send unsolicited or unlawful communications, or any message to a recipient who has not consented or has opted out; harass, threaten, or abuse anyone; misrepresent your identity or the source or purpose of communications; promote content prohibited by carrier or messaging-industry guidelines (including CTIA standards); probe, breach, or test the security of the Services; access another customer’s data; upload malicious code; or reverse-engineer, resell, or sublicense the Services except as expressly permitted. We may suspend or terminate access for violations, including to protect message-delivery integrity for other customers.

6. End User loyalty terms

If you are an End User participating in a loyalty program through Roots, you agree to: provide accurate information when enrolling; use the program only for personal, non-commercial purposes; not attempt to fraudulently earn or redeem points or rewards; notify the store if your phone number changes; and honor any program-specific terms set by the Operator. Points and rewards have no cash value, are not transferable, and are not redeemable for cash unless the Operator specifically allows it. The Operator may adjust or correct point balances affected by error or fraud.

7. Roots SMS / text-message program terms

These terms apply to the Roots loyalty text-message program (the “SMS Program”), through which participating stores send loyalty and account messages — such as enrollment confirmations, points and reward updates, offers, and promotions — to customers who have opted in.

Consent and opt-in

You receive messages only if you opt in: for example, by providing your mobile number for loyalty enrollment at the register of a participating store, through an online or in-app enrollment form, or by texting an enrollment keyword. By opting in, you consent to receive recurring automated text messages from Canopy/Roots on behalf of the participating store at the number you provided. Consent is not a condition of any purchase.

Message frequency

Message frequency varies based on your loyalty activity and the store’s offers.

Cost

Message and data rates may apply. Charges depend on your mobile plan; contact your wireless provider with questions about your plan.

Opting out

You can cancel the SMS Program at any time. Text STOP to unsubscribe. After you send STOP, we will send a final message confirming you have been unsubscribed, and you will receive no further messages from that program. To rejoin, reply START or opt in again as you did the first time.

Each participating store’s program has independent consent: opting out of one store’s messages does not opt you out of another store’s program you have joined. You can manage each membership separately.

Help

Text HELP for assistance at any time, or contact us at support@runcanopy.app.

Carrier disclaimer

Wireless carriers are not liable for delayed or undelivered messages.

Privacy

Mobile information collected through the SMS Program is used only to operate the program. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy for details.

If your mobile number changes, please update your enrollment with the participating store. We may suspend or end the SMS Program (or any part of it) at any time.

8. Email communications

The Services send two kinds of email:

Operators sending email to their customers through the Services must comply with the CAN-SPAM Act and applicable law, including honoring opt-outs.

9. Fees and payment (Operators)

Paid features are billed per the pricing agreed with the Operator in an order form, quote, or subscription plan. Unless otherwise agreed: fees are billed in advance; failed charges may result in suspension; fees are exclusive of taxes (Operators are responsible for sales, use, and similar taxes, excluding taxes on Canopy’s net income); and fees are non-refundable except where required by law — cancellation takes effect at the end of the paid period with no partial refunds. We may change pricing with at least 30 days’ notice; changes do not affect the current billing cycle.

10. Intellectual property

Canopy and its licensors own the Services, including all software, design, trademarks, and documentation. These Terms grant no rights in the Services except the limited right to use them as described, and no license to Canopy’s trademarks or branding. Operators retain all rights to their Content; they grant Canopy a worldwide, non-exclusive, royalty-free license to host, process, display, and transmit that Content solely to provide and improve the Services. If you provide feedback or suggestions, you grant Canopy a perpetual, irrevocable, royalty-free license to use them without obligation to you.

11. Third-party services

The Services interoperate with third-party systems (point-of-sale systems, banks, distributors, payment processors, SMS carriers, and messaging providers). Those systems are governed by their own terms, and Canopy is not responsible for their availability or accuracy. Document-reading features use third-party AI processing as described in our Privacy Policy.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANOPY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT FIGURES DERIVED FROM THIRD-PARTY DATA WILL BE ACCURATE OR COMPLETE.

CANOPY IS NOT RESPONSIBLE FOR THE CONTENT OF MESSAGES SENT BY OPERATORS, FOR LOSS OR DAMAGE RESULTING FROM AN OPERATOR’S USE OF THE SERVICES, OR FOR ANY DISPUTE BETWEEN AN OPERATOR AND ITS CUSTOMERS. Some jurisdictions do not allow disclaimers of implied warranties, so parts of this section may not apply to you.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANOPY AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. CANOPY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID TO CANOPY FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

14. Indemnification

Operators will defend, indemnify, and hold harmless Canopy and its officers, employees, contractors, and licensors from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: the Operator’s use of the Services in violation of these Terms or law; the Operator’s collection, use, or disclosure of customer personal data; any SMS or email message the Operator sends through the Services; any claim that the Operator’s Content or actions infringe a third party’s rights; and any claim by the Operator’s customers regarding its loyalty program or business practices. This expressly includes any claim under the TCPA or similar law arising from the Operator’s consent practices or messaging. End Users have no indemnification obligations under these Terms.

15. Disputes, arbitration, and class-action waiver

Governing law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules.

Informal resolution first

Before bringing any formal claim, you agree to contact us at support@runcanopy.app and attempt in good faith to resolve the dispute informally. We will respond within 30 days. If the dispute is not resolved within 60 days of your initial contact, either party may proceed as set out below.

Binding arbitration

Please read this section carefully — it affects your legal rights. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for larger claims). The arbitration will take place in Westchester County, New York, or by remote means as the arbitrator determines appropriate. The arbitrator’s decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Exceptions

This arbitration provision does not apply to: claims for injunctive or equitable relief regarding intellectual-property infringement; small-claims-court actions that qualify; or enforcement actions by government regulators.

Class-action waiver

YOU AND CANOPY EACH AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE LIMITED TO THE DISPUTE BETWEEN US INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If this class-action waiver is found unenforceable in a particular case, the entire arbitration provision will not apply to that case, and the dispute will be resolved in the state or federal courts located in Westchester County, New York.

Time limit

Any claim arising out of these Terms or the Services must be filed within one year after the claim arose, except where a longer period is required by applicable law.

16. Termination

Operators may cancel at any time by contacting support@runcanopy.app; cancellation takes effect at the end of the current billing period. End Users may leave a loyalty program at any time as described in Section 7. We may suspend or terminate access for material breach, non-payment, unlawful use, or risk to the Services or other customers, with notice when reasonably practical. Upon written request within 30 days of termination, we will provide an export of the Operator’s data in a reasonable format, after which we may delete it subject to the retention periods in our Privacy Policy. Sections 5, 6, and 10–17 survive termination.

17. General

Changes to these Terms. We may update these Terms by posting a revised version with a new effective date. For material changes affecting Operator rights or obligations, we will provide notice through the Services or by email at least 30 days before they take effect. Continued use after the effective date constitutes acceptance; if you do not agree, stop using the Services and cancel your account.

Entire agreement. These Terms, together with any order form and our Privacy Policy, are the entire agreement regarding the Services. Severability: if any provision is unenforceable, the remainder stays in effect. No waiver: failure to enforce a provision is not a waiver. Assignment: you may not assign these Terms without our written consent; Canopy may assign them, including in connection with a merger or sale. Force majeure: Canopy is not liable for failure or delay due to causes beyond its reasonable control.

Notices. We may provide notices by email to the address on your account or by posting in the Services. Notices to Canopy: support@runcanopy.app, or by mail to Canopy Solutions LLC, 10 Stella St, Matamoras, PA 18336, United States.

18. Contact

Canopy Solutions LLC
10 Stella St, Matamoras, PA 18336, United States
support@runcanopy.app