TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement” or “Terms of Use”) is made by and between Let’s Pause/Canopy LLC, a Pennsylvania limited liability company, with offices at 580 S Goddard Blvd, King of Prussia, PA 19406 (“Canopy”) and you (“you,” “your” or “User”). This Agreement contains the terms and conditions that govern your use of the Let’s Pause App and any associated websites (collectively referred to the “Let’s Pause App” or “Let’s Pause”).

BY ACCESSING OR ATTEMPTING TO INTERACT WITH ANY PART OF THE LET’S PAUSE APP, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE LET’S PAUSE APP.

CANOPY RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN CANOPY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THE LET’S PAUSE APP CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE FOUND ON THE LET’S PAUSE APP.

A. What is Let’s Pause?

Let’s Pause is a social media app designed as a forum for mental and physical well-being, and is a place to have discussions, share photos, news and information about mental health and wellness. It is intended to be a safe and friendly environment so you agree that you will only use Let’s Pause App in a manner that serves the purpose of this forum (i.e. mental and physical wellness) as well as the additional guidelines that are set forth below and in Let’s Pause Community Guidelines. The Community Guidelines are incorporated herein by reference and made an express part of this Agreement.

B.Who can use Let’s Pause?

Users of the Let’s Pause App must be at least thirteen (13) years of age. If you are a minor, you need the consent of your parents or guardians to register and use the website. Canopy does not solicit, track or collect the personal or other identifying data of minors.

To access the Let’s Pause App or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Let’s Pause App that all the information you provide on this site will be accurate, current, and complete. If Canopy believes the information you provide is not accurate, current, or complete, Canopy has the right to refuse you access to the Let’s Pause App or any of its resources, and to terminate or suspend your access at any time.

You further warrant that you have not been convicted of, nor are subject to any court order relating to assault, violence, sexual misconduct or harassment.

C. What can you post on Let’s Pause?

You are permitted to post messages, articles, photographs, texts, emails and other content and digital media (collectively, “Content”) on the Let’s Pause App provided that such Content is related to promoting or supporting mental, physical and emotional health and wellness.

Under no circumstances can you post, send, upload, submit, publish share, retweet or otherwise distribute or transmit on the Let’s Pause App any materials or information that:

Is vulgar, obscene, pornographic, or indecent or that may otherwise offend human dignity;
Uses or contains expletives or language that could be deemed offensive, harassing, upsetting, alarming or embarrassing to others;
Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
Threatens or abuses others, libels, defames, invades privacy, stalks, is, racist, sexist, homophobic, abusive, harassing, threatening or offensive;
Encourages or advocates any illegal activity including, without limitation, terrorism and inciting racial hatred, or any violence;
You do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws or using another’s trademark and branding;
Impersonates a person, company or brand with the intent to deceive or confuse others;
Relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or telephones) or that otherwise solicits funds, advertisers or sponsors
Harvests, tracks or otherwise collects information about others, including e-mail addresses and other personally identifying information, without their consent
Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content; or that falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels associated with any Content
Contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal data whether from Let’s Pause or otherwise;
Transmits junk mail or spam
Encourages or condones drug and alcohol abuse
Is illegal and violates the law or is likely to be illegal or violates the law
Contains hyper-links to other sites or Apps that contain content that falls within the descriptions set above

Please use good judgment and caution when selecting Content to be disseminated on the Let’s Pause App because you are solely responsible for, and bear all liability in relation to such Content.

Canopy reserves all its right to monitor the use of the Let’s Pause App to determine compliance with this Agreement, as well as the right to remove or refuse any Content or information you upload, post or transmit on the Let’s Pause App. Canopy reserves the right to terminate or block your access to any or all of parts of the Let’s Pause App at any time without notice for any reason whatsoever. Canopy also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Content, in whole or in part, in its sole discretion. Certain Content may also be subjected to limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations whether for your own Content or those posted by others.

D. Ownership of the Let’s Pause App

By agreeing to the terms and conditions set forth in this Agreement, you acknowledge that Canopy is the owner of the Let’s Pause App. When you use the Let’s Pause App, Canopy grants you a limited, personal, non-exclusive and non-transferable license to use and to upload Content and to use Let’s Pause solely for your personal use. Apart from this license, and the rights you retain in the Content that you submit on the Let’s Pause App, you have no other rights in the use of Let’s Pause, or its Content, features, database(s) or software, and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, scrape, disable, decompile, analyze or in any way exploit any of the foregoing in any manner.

E. Your Ownership of Content

Provided that you are rightful owner of any content you post, load, publish, submit or otherwise transmit on Let’s Pause in the first instance, you will continue to retain ownership of your Content. Through this Agreement, you represent and warrant to us that you exclusively own any Content that you post or transmit and/or that you have otherwise secured the right or permission to post such Content from an applicable third party.

While you retain ownership of your Content, by posting, uploading or sending Content on Let’s Pause you are granting us a non-exclusive, royalty free, perpetual, worldwide license to use such Content in any way (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general public such Content, whether in whole or in part and in any format or medium currently known or developed in the future).

We reserve the right to assign and/or sublicense the above license to our affiliates and successors without further approval by, or notice to, you.

We further reserve the right to disclose your identity to third parties claiming that any Content violates their intellectual property, privacy or other rights.

The rest of the Content that is not posted or submitted by you or other users of Let’s Pause, including text, graphics, user interfaces, trademarks, logos, sounds and artwork on Let’s Pause, as well as the Let’s Pause software and database(s) are owned, controlled or licensed by Canopy and its suppliers and other licensors and are protected by copyright, trademark, database rights and/or other intellectual property law rights. From time to time, the Let’s Pause App will legally utilize intellectual property owned by third parties related to our services. The rights in any third party trademarks or copyrighted works on Let’s Pause are retained by their respective owners.

Therefore, you understand that other than the Content that belongs to you, and apart from the license Canopy has granted to you to submit your Content on Let’s Pause, you do not have any other rights in the Content on Let’s Pause and you agree that you will not use any Content in a manner that infringes or violates the rights of Canopy, its other users or any other third party. This means, with the exception of your Content, you must not copy, modify, adapt, distribute, publish or sell all or any part of the other Content made available or accessible to you through Let’s Pause.

F. Copyright Infringement

So that we can prevent the unconsented use of any Content that you have posted, uploaded or sent on Let’s Pause by other members or third parties outside of Let’s Pause, you authorize us to act on your behalf with respect to such infringing and/or unauthorized uses. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if the Content that you have posted, uploaded or sent on Let’s Pause is taken and used by third parties outside of Let’s Pause.

If you are concerned that another user or a third party outside of Let’s Pause is infringing your Content, please contact us at info@letspause.app with a notice that includes the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site, including the URL, if applicable;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and,
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Again, Canopy will have the right but not the obligation to send ant DMCA Takedown Notices.

G. Access to the Let’s Pause App

You acknowledge that Canopy cannot guarantee that the Let’s Pause App will be available at all times. There will be times when Let’s Pause is unavailable because of routine maintenance or updates. As such Let’s Pause is being provided to you on “as available” basis. NO WARRANTY IS GIVEN ABOUT THE QUALITY, ACCURACY, FUNCTIONALITY, AVAILABILITY OR PERFORMANCE OF LET’S PAUSE AND CANOPY RESERVES THE RIGHT TO SUSPEND, WITHDRAW, AMEND, MODIFY OR VARY THE LET’S PAUSE SOCIAL MEDIA PLATFORM AND SERVICE WITHOUT NOTICE AND WITHOUT INCURRING ANY LIABILITY TO YOU.

You also acknowledge that it is your responsibility to make all the necessary arrangements (such as through your Internet and mobile service providers) to ensure that you can access Let’s Pause.

If you are not a registered user of Let’s Pause, you will only be able to access what is publicly available and you will not be permitted to post or transmit Content.

H. Termination

You are a registered user of Let’s Pause, you can unregister or terminate your account by going to the dropdown menu from the homepage and selecting delete account.

Once you have terminated your registration or account, you have the option of deleting any Content that you have submitted. However, please be aware that even if you choose to exercise this option, certain information you submitted, such as your profile name, could still be visible on Let’s Pause, although Let’s Pause may delete this information at its option. Once you elected to terminate your account and Canopy has shut it down, this means you will no longer be able to access your account and all related information and Content. Canopy reserves the right to enforce all rights in connection with any Content of yours that remains active or otherwise available on Let’s Pause.

In addition, Canopy has the sole and unfettered discretion to suspend or terminate your account, including by blocking your IP address, at any time, without liability and without the need to give you prior notice and for any reason whatsoever, including the violation of this Agreement.

Further, take note that provisions of this Agreement, which by its nature should survive, shall survive termination of your account whether by you or Canopy or the Agreement itself, including, without limitation, ownership provisions, warranty disclaimers, dispute resolution provisions, and limitations of liability.

I. Disclaimer of warranties

Let’s Pause was created and developed strictly for informational purposes. Canopy expressly disclaims any and all responsibility and liability for your conduct or the conduct of any other user of Let’s Pause, and expressly disclaims any liability for Content uploaded by you or by any other user. Canopy makes no representations, warranties, or guarantees.

You understand that Canopy cannot and does not guarantee or warrant that the Content or any files associated with the Content that are made available for downloading will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. The Let’s Pause App is provided on an “as is” and “as available” basis without any representations or warranties, expressed or implied. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Let’s Pause App and your Let’s Pause Account for any reconstruction of any lost data. Canopy does not assume any responsibility or risk for your use of the Let’s Pause App. Canopy also cannot and does not guarantee or warrant that any Content available on Let’s Pause is necessarily correct, complete and current and should not be used to replace any advice you may obtain from a medical provider, a psychologist or other professionals in the mental health and wellness field.

YOUR USE OF THE LET’S PAUSE APP IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CANOPY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CANOPY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LET’S PAUSE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CANOPY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MEDICALLY INCORRECT INFORMATION AND CANOPY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT CANOPY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO YOUR MOBILE DEVICE IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE LET’S PAUSE APP OR ITS CONTENT. CANOPY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information or Content, whether historical in nature or forward-looking, speaks only as of the date the information is posted on Let’s Pause, and Canopy does not undertake any obligation to update such Content after it is posted or to remove such Content from the Let’s Pause App if it is not, or is no longer accurate or complete. Further, Canopy undertakes no responsibility for the medical, psychologic or scientific accuracy of the mental and physical health and wellness information provided on Let’s Pause.

J. Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CANOPY EXPRESSLY EXCLUDES, DISCLAIMS AND SHALL NOT BE LIABLE FOR:

ALL CONDITIONS, REPRESENTATIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING INCLUDING NEGLIGENCE), OR ANY CLAIMS, CHARGES, DEMANDS, LIABILITIES, LOSSES OR EXPENSES ARISING OUT OF LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, BREACH OF CONTRACT OR CLAIMS OF THIRD PARTIES OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF CANOPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF LET’S PAUSE.

IN NO EVENT WILL CANOPY’S TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH YOUR USE OF LET’S PAUSE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, OR OTHERWISE) EXCEED $50 USD.

Nothing in the Terms limits or excludes our liability for: (i) death or personal injury caused by Canopy’s proven negligence; (ii) Canopy’s fraud or fraudulent misrepresentation; or (iii) any liability which cannot be limited or excluded by law.

K. Indemnity

You will indemnify and hold Canopy, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including any use of Content other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Content or other information accessed from the Let’s Pause App.

L. Links

From time to time the Let’s Pause App may contain links to their sites, resources and purchase opportunities provided by third parties. These links are provided to you for your information only. If you access these links you may be directed to third party sites. These third party sites will have their own terms of use and privacy policies, which may differ from this Agreement. The display of links to third party sites does not constitute an endorsement by Canopy of any of the third party content information, sites, or resources provided.

Please note that Canopy has no control over the contents of any third party sites or resources, and Canopy cannot accept responsibility for them, including (but not limited to) the third party site’s compliance with any applicable laws or regulations.

M. Privacy Policy

Canopy processes personal information in accordance with its Privacy Policy (www.letspause.app) which is incorporated into this Agreement.

N. Third Party App Store

If you download Let’s Pause from a third party app store, you acknowledge and agree that:

The Agreement is between you and Canopy and not with the third party app store or its providers.
Canopy and not the third party app store providers are responsible for Let’s Pause and the Contents.
To the extent that this Agreement is less restrictive or in conflict with the applicable terms of service of a third party store from which you downloaded the Let’s Pause app, the more restrictive or conflicting term of the third party store will take precedence and apply.
The third party app stores are not responsible for any maintenance and support for Let’s Pause.
The third party app stores will have no warranty obligation whatsoever (including for any product warranties) with respect to Let’s Pause and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Canopy, to the extent not effectively disclaimed.
Canopy, and not any third party store provider, is responsible for addressing any claims you or any third party may have relating to Let’s Pause or your use of Let’s Pause, including, but not limited to: (i) product liability claims; (ii) any claim that Let’s Pause fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and/or (iv) intellectual property infringement claims.
The third party store provider from you downloaded Let’s Pause may be considered a third party beneficiary of this Agreement, and, may have the right to enforce this Agreement against you as a third party beneficiary thereof.

O. Miscellaneous

This Agreement will be governed and interpreted pursuant to the laws of the Commonwealth of Pennsylvania, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Pennsylvania in connection with any dispute between you and Canopy arising out of or in connection with this Agreement. The exclusive venue for any dispute arising out or in connection with this Agreement will be in the state and federal courts in Montgomery County, PA.

If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Canopy as a result of this Agreement or your use of the Let’s Pause App.

This Agreement constitutes the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and Canopy with respect to Let’s Pause.

This Agreement may not be assigned by you without our prior written consent; however, the Agreement may be assigned by Canopy in its sole discretion.

Notwithstanding the foregoing, any additional terms and conditions the Let’s Pause App will govern the items to which they pertain.

Canopy may revise these Terms of Use at any time by updating this posting.

Any questions or concerns? Please reach out to us at info@letspause.app