Membership Terms & Conditions.
Last Updated: July 14, 2025
Applicability.
a. Canopy Funders LLC (“we”, “us”, “our” or “Canopy Funders") operates a multi-tier membership program for corporate funders active in climate, environmental and energy transition grantmaking (the “Membership Program”). These terms and conditions (these "Terms"), together with the Accompanying Agreement (as defined below), are the exclusive terms that govern the Membership Program and the services provided by the Canopy Funders to its members (collectively, the “Services”). Notwithstanding anything herein to the contrary, if an Accompanying Agreement is in existence covering the provision of Services, the terms and conditions of said Accompanying Agreement shall prevail to the extent they are inconsistent with these Terms.
b. The accompanying invoice, proposal or other agreement describing the Services and executed by us and/or submitted directly by us to you (the “Accompanying Agreement”) and these Terms (collectively, with the Accompanying Agreement, this "Agreement") comprise the entire agreement between you, as a member (“you”, “your” or “Member”) and Canopy Funders, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. By paying for all or any portion of the Services, you agree that these Terms govern all of the Services provided by Canopy Funders.
c. Notwithstanding anything to the contrary contained in this Agreement, Canopy Funders may, make changes to the Services without the consent of Member provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in this Agreement.
Performance of Services; Eligibility.
a. The Services will be performed by Canopy Funders (including its employees, agents and representatives) in accordance with this Agreement, the Canopy Funder’s Privacy Policy and the Code of Conduct. The exact Services to be provided will depend on the membership tier designated in the Accompanying Agreement, as described on Schedule A: Membership Tiers & Benefits, attached hereto, as the same may be amended from time to time (“Schedule A”).
b. During the provision of Services (and extending thereafter, as the case may be), Member agrees to abide by this Agreement, the Canopy Funder’s Privacy Policy and the Code of Conduct as the same may be amended from time to time. Member represents and warrants that no authorization or approval from any third party is required in connection with Member’s execution, delivery or performance of the terms of this Agreement, and that all corporate authority and approval required to enter into this Agreement have been obtained by Member.
c. With respect to the Services, Member shall use good faith efforts to (i) cooperate with us in carrying out the Services, (ii) respond promptly to our requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for us to perform the Services in accordance with this Agreement; and (iii) provide materials or information as we may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects.
d. Member understands that to be eligible to receive the Services, including being a Member, Member must (i) be affiliated with a corporation registered to do business in the United States, (ii) manage or influence philanthropic funding through a foundation, donor-advised fund (DAF), or similar entity, and (iii) support or be actively interested in supporting environmental, climate or energy change initiatives.
Compensation; Payment Terms. In consideration of the Services, you will pay Canopy Funders the amount(s) set forth in Schedule A (unless expressly stated otherwise in the Accompanying Agreement). Any invoice you receive from Canopy Members should be paid within thirty (30) days of receipt unless otherwise stated in such invoice. All compensation paid by you to Canopy Funders (including all Membership Program dues) are nonrefundable. The amount(s) invoiced to you are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority unless otherwise expressly stated by us in such invoice. You are required to pay for all travel and out-of-pocket expenses incurred by Member in connection with the Membership Program, including, but not limited to, expenses incurred to attend the Annual Convening. Member shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Canopy Funders.
Member's Acts or Omissions. If performance of any of our obligations under this Agreement is prevented or delayed by any act or omission of Member or its agents, representatives, consultants, contractors or employees (“Member’s Personnel”), we shall not be deemed in breach of our obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
Intellectual Property; Revocable License.
a. All Canopy Funders Intellectual Property (IP) is and shall remain the property of Canopy Funders. Canopy Funders shall own all modifications, improvements and derivative works in Canopy Funders IP, whether made by Canopy Funders or by Member or Member’s Personnel. Member agrees to assign and hereby assigns all such modifications, improvements and derivative works to Canopy Funders. Member acknowledges and agrees that neither the provision of Services by us nor your payment of compensation for the Services grants Member or Member’s Personnel any rights of ownership of Canopy Funders IP in any manner whatsoever.
b. Notwithstanding the foregoing Section 5(a), Canopy Funders hereby grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to Member for the use of the Canopy Funders IP, provided such Canopy Funders IP is only used for internal, non-commercial purposes except as otherwise agreed to in writing by Canopy Funders, in its sole discretion (the “IP License”). The IP License shall automatically terminate without any further action by Member or Canopy Funders and be of no further force and effect in the event that this Agreement is terminated by Canopy Funders pursuant to Section 11 hereof.
c. Upon termination of the IP License, you shall promptly return any Canopy Funders IP in your possession or erase or destroy all or any part of the Canopy Funders IP in your possession, in each case to the extent so requested by Canopy Funders. For the avoidance of doubt, you may not at any time (i) copy, modify, resell or publicly share or commercialize any Canopy Funders IP, (ii) use any Canopy Funders IP except as authorized by us in writing or as set forth in Section 5(b) hereof, or (iii) represent that you own or independently developed all or any portion of the Canopy Funders IP.
d. For the purposes of this Agreement, “Canopy Funders IP” means all ideas, concepts, data, information (including grantmaker lists and fellow Member lists), materials, designs, artwork, trade secrets, know-how, methods, processes, techniques, tools, platforms, software, and all other proprietary rights and intellectual property of Canopy Funders, now or hereafter existing, whether registered or unregistered, and whether created or developed solely by Canopy Funders or jointly with one or more members participating in the Membership Program, which may be submitted to or shared with Member or Member’s Personnel by or on behalf of Canopy Funders, or to which Member or Member’s Personnel may have access in connection with our performance of the Services.
Confidentiality; Release of Canopy Funders.
a. All non-public, confidential or proprietary information of Canopy Funders or another member of the Membership Program or otherwise relating to the Services (including the Canopy Funders IP) disclosed by Canopy Funders or by any other member of the Membership Program to Member, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for use in connection with this Agreement and may not be disclosed or shared to any third parties, or commercialized, unless authorized in advance by Canopy Funders in writing. We shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Member at the time of disclosure; or (c) rightfully obtained by Member on a non-confidential basis from a third party.
b. Member acknowledges and agrees that as part of its membership and participation in a Membership Program, it may disclose confidential or proprietary information to other members of a Membership Program. MEMBER ACKNOWLEDGES AND AGREES THAT CANOPY FUNDERS IS NOT LIABLE FOR THE USE OR DISCLOSURE OF MEMBER’S CONFIDENTIAL OR PROPRIETARY INFORMATION BY ANY OTHER MEMBER(S) OF THE MEMBERSHIP PROGRAM, AND MEMBER HEREBY EXPRESSLY RELEASES CANOPY FUNDERS FROM ALL CLAIMS, DAMAGES, COSTS, FINES, PENALTIES, AND EXPENSES ASSOCIATED THEREWITH.
Limited Warranty; Breach by Canopy Funders.
a. Canopy Funders warrants to you that it shall perform the Services in a professional manner and shall devote adequate resources to meet its obligations under this Agreement.
b. EXCEPT AS SET FORTH IN SECTION 7(A) ABOVE, CANOPY FUNDERS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
c. Canopy Funders shall not be liable for a breach of this Agreement unless Member gives written notice of the breach of this Agreement, reasonably described, to Canopy Funders within thirty (30) days of the time when Member discovers or ought to have discovered the breach, and Canopy Funders is given a reasonable opportunity of no less than thirty (30) days after receiving the notice of breach to cure such breach.
d. In the event we have breached this Agreement beyond any applicable cure period, and do not dispute such breach in good faith, we shall refund the amount paid by you for the Services.
Limitation of Liability.
a. IN NO EVENT SHALL CANOPY FUNDERS BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CANOPY FUNDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL CANOPY FUNDERS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CANOPY FUNDERS FOR THE SERVICES.
c. The limitation of liability set forth in Section 8(b) shall not apply to liability resulting from Canopy Funders’ gross negligence or willful misconduct.
Compliance with Law. Member shall comply with all applicable laws, regulations, and ordinances, including any antitrust laws applicable to members collaborating on opportunities or initiatives discussed in or introduced through the Membership Program. Member shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
Indemnification. Member will indemnify, release, defend, and hold Canopy Funders and its officers, employees, members, managers, representatives, customers, vendors, licensees, successors, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, losses, damages, costs, fines, penalties, interest, and expenses (including, without limitation, attorneys’ and other professionals’ fees) on account of any claim, suit, action, demand, or proceeding made or brought by a third party against any Indemnified Party, or on account of the investigation, defense, or settlement thereof (collectively, the “Claims and Losses”), arising out of, relating to, or in connection with (i) any breach by Member or Member’s Personnel of this Agreement, or (iii) any gross negligence, willful misconduct, fraud or other unlawful act or omission of Member or Member’s Personnel.
Termination. In addition to any remedies that may be provided under these Terms, we may terminate this Agreement with immediate effect upon written notice to Member, if Member: (a) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Member's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. You may terminate the Services (including your participation in any Membership Program) upon thirty (30) days’ prior written notice, provided, however, any amount(s) already paid by you to Canopy Funders shall not be refundable.
Waiver. No waiver by Canopy Funders of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Canopy Funders. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Member to make payments to Canopy Funders hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of ninety (90) days following written notice given by it under this Section 13, either party may thereafter terminate this Agreement upon ten (10) days’ prior written notice.
Assignment. Member shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Canopy Funders. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Member of any of its obligations under this Agreement.
Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Washington.
Submission to Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Washington governed by the Washington Uniform Arbitration Act. The arbitration shall be conducted in King County, Washington, before a single arbitrator selected by Canopy Funders and Member, and if such agreement cannot be reached, by the presiding judge of the U.S. District Court for the Western District of Washington. The arbitrator’s decision shall be final and binding and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Provided, nothing in this Section 18 shall preclude us from seeking any available equitable remedy to enforce this Agreement.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 3 (Compensation; Payment Terms), Section 4 (Member’s Acts or Omissions), Section 5 (Intellectual Property; Revocable License), Section 6 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Compliance with Law), Section 10 (Indemnification), Section 17 (Governing Law), Section 18 (Submission to Jurisdiction), and Section 21 (Survival).