2023/10/03 Canva Canva for Teams Subscription Service Agreement
Canva֦for֦Teams֦Subscription֦Service֦
Agreement
This Agreement was last updated on July 26, 2022. See previous versions of the
Subscription Service Agreement in our Policy Archives . This Subscription Service
Agreement applies only if you and Canva have executed an Order Form
referencing this Agreement.
This Subscription Service Agreement is entered into by and between the Canva
entity (“Canva”) and the customer identified in an Order Form (“Customer”) that
references this Subscription Service Agreement. The parties are bound by this
Agreement as of the Effective Date set forth in the Order From executed between
the parties. As used herein, references to the “Agreement” means this
Subscription Service Agreement, all Order Forms hereunder, subsequent
amendments, and such other attachments and exhibits that are mutually executed
by the parties’ authorized representatives.
OVERVIEW
Canva is a visual communications platform that empowers people to design
virtually anything, from logos and greeting cards to t -shirts and websites (each
referred to herein as a “Design”). When using the Service, Users will have access to
a variety of content provided by Canva and other content providers to use in
designs (referred to herein as “Licensed Content”). Use of the Licensed Content is
subject to Canva’s Content License Agreement. Customer and its Users have the
option to upload their own content (referred to herein as “Customer Material”)
which Customer and its Users have full control and responsibility over. Users can
use Licensed Content, Customer Material, and tools available in Canva to design
virtually anything.
Where we thought it might be helpful, we’ve included explanations of the terms
and the reason for th em. Keep in mind these are only meant to be helpful
explanations and the full terms of the Agreement apply to your use of the Service.
At Canva, we like to Make Complex Things Simple! You’ll find simple explanations
of the Subscription Service Agreement in these boxes, but keep in mind only the
terms outside these boxes are legally binding.
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1. DEFINITIONS
1.1 “Affiliate” means, with respect to a party, any entity that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such party. For purposes of this definition, the “control” of
an entity (and the correlative terms, “controlled by” and “under common control
with”) means the direct or indirect ownership or control of more t han 50% of the
voting interests of such entity.
1.2 “Customer Material” means any data, fonts, images, templates, information,
content, or material provided by Customer to Canva or submitted to the Service by
Customer or its Users in the course of using th e Service.
1.3 “Design” means any design output created by Customer or a User on the
Service.
1.4 “Licensed Content” means content (including, but not limited to, stock media
such as photos, templates, images, video, and audio) made available on the
Servic e.
1.5 “Login” means a username and password assigned to an individual for
purposes of accessing the Service
1.6 “Order Form” means Canva’s standard order form that (i) specifies the
Service(s) subscribed to by Customer; (ii) specifies the number of Users,
Subscription Fees, and Subscription Term; (iii) is governed by and incorporates by
reference this Agreement; and (iv) is signed by authorized representatives of both
parties.
1.7 “Service” means the software-as-a -service offering(s) subscribed to by
Custo mer as identified in the Order Form(s), including any updates thereto, as may
be available online, via mobile application, or other forms provided by Canva.
1.8 “Subscription Fee” means the recurring fee paid for access to the Service.
1.9 “Subscription Term” means the duration for which Customer has subscribed to
the Service as set forth in the applicable Order Form.
1.10 “Team” means a group of Users administered by Customer.
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1.11 “Third Party Services” means any applications, products, websites, and
services not provided by Canva that are used by Customer in conjunction with the
Service.
1.12 “User” means an individual who is authorized by Customer to use the Service
and who has a Login. Users may include Customer’s and its Affiliates’ employees,
contract ors, or agents.
2. USING THE SERVICE
2.1 Provision of Service. Subject to the terms and conditions of this Agreement,
Canva will provide Customer with access to and use of the Service for the duration
of the Subscription Term. Canva may, at its sole discre tion, modify, remove, add, or
enhance features of the Service from time to time, provided however, Canva will
not materially decrease the overall functionality of the Service during the
Subscription Term.
2.2 Customer Affiliates. Customer’s Affiliates may purchase access to the Service
under this Agreement by entering into an Order Form. By entering into an Order
Form, such Affiliate agrees to be bound by the terms of this Agreement as if it
were an original party to this Agreement.
2.3 Logins. Each individual accessing the Service must have a unique Login (each,
a “User”).Customer shall not allow or authorize anyone other than the applicable
individual to use such Login. Customer shall promptly notify Canva in the event
Customer becomes aware of any unauthorized use of a Login.
2.4 Use Restrictions. Customer shall not itself or through any employee,
contractor, agent, or other third -party i) rent, lease, sell, distribute, offer in service
bureau, sublicense, or otherwise make available the Service to any third party
other than Users; ii) copy, replicate, decompile, reverse-engineer, attempt to
derive the source code of, modify, or create derivative works of the Service, or any
part thereof; iii) access the Service for purposes of performance benchmarking; iv)
access the Service for purposes of building or marketing a competitive product; or
(v) use the Service to store or transmit a virus or malicious code.
2.5 Acceptable Use Policy. Customer’s use of the Service, Customer Materials, and
Customer’s Designs must comply with Canva’s Acceptable Use Policy. Canva
reserves the right to (but is not obligated to) remove from the Service any
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Custome r Material or Design at any time that, in Canva’s sole opinion, is in
violation of Canva’s Acceptable Use Policy, this Agreement, or any applicable law or
regulation. Where legally permissible, Canva will make reasonable efforts to
provide Customer with notice upon removal of any such Customer Material.
2.6 Customer Obligations. Customer is responsible for providing all hardware,
software, networking, and communications capabilities necessary for Customer’s
access to the Service.Customer is responsible for all activities conducted by each of
its Users and each User’s compliance with the terms of this Agreement. Customer
is solely responsible for the accuracy, quality, integrity, and legality of Customer
Material and the means by which it acquired Customer Ma terial and the contents
thereof. Customer represents and warrants that it has provided all legally required
disclosures and obtained all legally required consents from individuals prior to
adding such individuals to a Team.
2.7 Third Party Services. Custom er may elect to use the Service in conjunction
with Third Party Services (including, but not limited to, those available at
canva.com/apps). Customer’s use of a Third Party Service is subject to the terms
and conditions applicable to that Third Party Service. Canva makes no
representations or warranties in relation to Third Party Services and expressly
disclaims all liability arising from Customer’s use of Third Party Services.
When using Canva, you can connect to apps or other websites that are created and
maintained by third parties. Those apps or websites may have their own set of
terms that apply to your use and because they were created by third parties,
Canva can’t be responsible for them.
3. SECURITY AND DATA PRIVACY
3.1 Information Security. Canva sh all maintain industry-standard or better
technical and organizational measures to maintain the security of the Service and
Customer Material in Canva’s possession.
Canva has implemented and maintains security measures to keep User’s
information and designs. You can learn more about how Canva protects the
Service and Users’ information at Canva’s Trust Center.
3.2 Data Privacy. Canva’s Privacy Policy describes how Canva collects, uses,
transfers, discloses and stores your personal data. Canva’s Privacy Policy may be
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updated from tim e to time, but no such change will result in a material reduction
in the level of protection provided for Customer Material. To the extent Personal
Data subject to the Applicable Privacy Laws (as those terms are defined in the Data
Processing Addendum) is processed by Canva under this Agreement, Canva's Data
Processing Addendum is hereby incorporated by reference.
When Customer’s share personal data on the Service, Canva acts as Customer’s
“Data Processor” (under laws like the GDPR) because Customer make the
decisions about the personal data in its account (acting as the Data Controller) and
Canva is processing that data on Customer’s behalf.
4. CONTENT AND DESIGNS.
4.1 Customer Material. Customer represents and warrants to Canva that
Customer owns all rights, title, and interest in and to the Customer Materials or
that Customer has otherwise secured all necessary rights in Customer Material as
may be necessary to permit the access, use, and distribution thereof as
contemplated by this Agreement.As between Canva and Customer, Customer
owns all right, title, and interest in and to Customer Material. Customer hereby
grants Canva, for the duration of the Subscription Term, a royalty-free license to
display, host, copy, and use Customer Material solely to the extent necessary to
provide the Service to Customer.
When you upload content to Canva, you’re guaranteeing that you have the rights
to it.We n ever obtain any ownership over your content, but we do need you to give
us certain rights to store it and have it ready for you to use in your designs.
4.2 Licensed Content. Customer may use Licensed Content in connection with the
Service. The use of Licen sed Content is subject to additional license rights and
restrictions set forth in the Content License Agreement. The applicable license
rights and restrictions vary depending on the type and source of the Licensed
Content. Users can determine which Content License Terms apply by hovering
over the item of Licensed Content and clicking on the info icon.
We make a variety of content available for you to use in your designs. Certain
restrictions apply to how you can use that content and what you can do with the
designs you include that content in. The restrictions vary based on the type and
source of the content. You can learn more here: Licensing Explained.
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4.3 Designs. Customer may create Designs on the Service incorporating Licensed
Content, Customer Material, and any other content or material available on the
Service. Use of such Designs are subject to the terms of this Agreement.
We never own your designs, but there may be certain restrictions if you've
included Licensed Content.
4.4 Public Sharing of Customer Material and Designs. In using the Service,
Customer and Users may publish or share Designs via a Third Party Service or
create public links to Designs. Canva maintains no responsibility in relation to such
public sharing of Designs and Canva’s enablement of such activity or the Service’s
performance of actions to publicly share Designs at the instruction of Customer or
Users shall not be considered a violation of any of Canva’s obligations under this
Agreement.
5. USING THE SERVICE TO PUBLISH A WEBSITE
Customer may use the Service to design and publish a website (“Canva Site”).
5.1 Free URLs provided by Canva. Customer may use a free my.canva.site URL
provided by Canva, in which case the Canva Site will include a tool to report Canva
Sites that do not comply with this Agreement an d a badge that states “Designed
with Canva” (or similar wording) that links to canva.com. Canva reserves the right
to, at its sole discretion, reject, or remove any domain names that it deems
inappropriate
You can use a url provided by Canva to publish you r website. Since our name will
be in the url and on the website, we put a few extra measures in place to make
sure websites are appropriate.
5.2 Purchasing a Domain Name through Canva. When a domain name is
purchased, renewed or transferred through Canva, Canva acts as a reseller for
domain name registration services. If Customer purchases a domain name
through Canva, additional terms will apply as specified at the time of purchase.
You can purchase a domain from us via a third party or bring your own domain
name. There are rules that apply to everyone’s use of domain services and certain
responsibilities you have in relation to your domain.
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6. USING THE SERVICE TO PRINT DESIGNS
Customer may create print orders within the Service. Print orders are subject to
additional fees that are specified at the time of order and are billed to a credit card
entered at the time of order. Printing services are provided by third party suppliers
who are r esponsible for completing, delivering, or otherwise making available
print orders. Delivery times are only estimates which Canva cannot guarantee.
You can bring your designs to life on everything from greeting cards and t-shirts to
coffee mugs and journals. Printing is done through our print partners and can be
delivered to you, or picked up at a partner’s location (where available). You can
learn more here: Canva Print .
7. CANVA’S INTELLECTUAL PROPERTY.
Except as expressly set forth in this Agreement, all intellectual property rights in
and to the Service and Licensed Content remain the sole property of Canva and its
licensors. Customer hereby assigns to Canva any suggestions, ideas, enhancement
requests, or other feedback provided by Customer to Canva relating to the Service.
Canva owns all content, data, software, inventions, ideas, and other technology
and intellectual property that it develops in connection with its products and the
Service.
We get great ideas about how to improve Canva from our users. If you share
feedback or ideas with us, you’re letting us use that information to improve Canva,
and we own any of those improvements we make.
8. BILLING
8.1 Subscript ion Fees. Customer will be billed for the number of Users set forth in
the initial Order Form. When Users are added to a Team, Customer will be billed
for such Users on Customer’s next Billing Date (as defined below) unless such
Users have been removed by an Administrator prior to the Billing Date or no
longer have an account as of the Billing Date. Three (3) days prior to the Billing
Date, Canva will notify via email Customer’s Administrators regarding the number
of additional Users and the associated Subscription Fees Canva plans to invoice on
the applicable Billing Date if no further adjustments are made prior to the
applicable Billing Date.Canva will invoice Customer any applicable additional
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Subscription Fees on each Billing Date. The “Billing Date” is every 3 months after
the start date of Customer’s Subscription Term. Subscription fees for additional
Users will be in accordance with Canva for Teams pricing and will be pro-rated for
the remaining period of the then-current Subscription Term. Customer will not
receive a refund or credit for removing Users that have already been paid for. Any
increase in Users shall be in effect for the remainder of the then-c urrent
Subscription Term. Customer’s pricing will not increase during Customer’s
Subscription Term.
Canva’s ‘Pay as You Grow’ model allows you to scale your Team as needed and
reconcile costs for anyone who has joined your Team but will no longer need
acce ss to the Service before you are billed for them.
8.2 Payment. Subscription Fees are invoiced on an annualized basis in advance.
Initial Subscription Fees and Subscription Fees for any renewal term will be billed
for 12 -months and Subscription Fees for Users added during a Subscription Term
will be pro -rated in accordance with Section 8.1 (“Subscription Fees”) All invoices
will be due and payable within thirty (30) days of the invoice date. Except as
otherwise provided for in this Agreement, all fees are non -refundable. Any fees
remaining unpaid for more than thirty (30) days past their due date shall accrue
interest at a rate of the lesser of 1.5% percent per month or the highest rate
allowed by law. Canva may, at its discretion and in addition to other rem edies it
may have, suspend access to the Service if any invoice remains unpaid for more
than 30 days after its due date. Canva will provide Customer with notice at least
ten (10) days in advance of any such suspension. Unless explicitly stated otherwise,
a ll fees and all references to “dollars” or “$” are to United States Dollars.
Canva’s ‘Pay as You Grow’ model allows you to scale your Team as needed and
reconcile costs for anyone who has joined your Team but will no longer need
access to the Service before you are billed for them.
8.3 Taxes. Unless otherwise stated in an Order Form, the fees do not include sales,
use, value -added, or other similar taxes or duties, and any such taxes shall be
assumed and paid by the Customer except those taxes based on the net income of
Canva. Canva will invoice Customer any applicable tax.
9. WARRANTIES AND DISCLAIMER
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9.1.Mutual Warranties. Each party represents and warrants that it has the legal
power and authority to enter into this Agreement and that it has no outstanding
agreement or obligation that conflicts with any of the provisions of this
Agreement, or that would preclude it from complying with the provisions hereof.
9.2.Disclaim er of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT,
CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED "AS IS" AND CANVA
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILI TY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. CANVA MAKES NO REPRESENTATION, WARRANTY, OR
GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH
CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR
CUSTOMER MATERIAL. Canva makes reasonable efforts to ensure the Service is
free of viruses or other harmful components, but cannot guarantee that the
Service will be free from unknown viruses or harmful components. Canva cannot
guarantee that the Service will not incur delays, interruptions, or other errors that
are outside of Canva’s reasonable control and are inherent with the use of the
internet and electronic communications.
Trial or Beta Services. From time to time Canva may invite Customer to try, at no
charge, features or functionality that are not generally available to customers and
are identified as beta functionality or trial services (“Trial Services”). Customer may
elect to use Trial Services at its discretion. Canva may discontinue Trial Services at
any time in Canva’s sole discretion and may never make them generally available.
10. CONFIDENTIALITY
10.1 Definition . “Confidential Information” means, without limitation, any
proprietary information, customer information, product plans, inventions,
technical data, trade secrets, know -how, the terms of this Agreement, Customer
Data, or other business information, in each case disclosed or made available by a
party (“Discloser”) to the other party (“Recipient”) whether orally or in writing
hereunder.
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10.2 Non -Use and Non -Disclosure . The Recipient shall, with respect to
Confidential Information of the Discloser: (i) not disclose such Confidential
Information to any third party at any time and limit disclosure to its employees,
contractors, or its legal, financial and accounting advisors having a need to know
and who have agreed to be bound by confidentiality obligations that are at least as
restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the
Confidential Information with at least the same degree of care as Recipient uses to
protect its own Confidential Information of a like nature, but no less than a
reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose
Confidential Information solely to the extent necessary to comply with a court
order or as otherwise required by law or a government body, provided that
Recipient must give Discloser prompt written notice and obtain or allow for a
reasonable effort by Discloser to obtain a protective order prior to disclosure.
10.3 Exclusions . The obligations with respect to Confidential Information shall not
apply with respect to Confidential Information Recipient can demonstrate: (i) is
now or becomes publicly available through no fault of Recipient; (ii) is lawfully
obtained from a third party without a duty of confidentiality; (iii) is known to
Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at
any time, independently developed by Recipient without use of Discloser’s
Confidential Information.
11. INDEMN IFICATION
11.1 By Canva. Canva shall defend Customer and its Affiliates (and Customer and
its Affiliates' employees, officers, and directors) (collectively, "Customer
Indemnified Parties") from and against any claim, demand, or action brought by a
third party against Customer and will indemnify and hold Customer harmless from
any damages and costs finally awarded by a court of competent jurisdiction or
otherwise owed in any settlement to the extent arising from any allegation that
the Service infringes any patent, copyright, or trade secret of a third party.
Notwithstanding the foregoing, Canva will have no liability for any infringement
claim of any kind if the claim results from: (i) modification of the Service made by
Customer or its agents; (ii) unauthorized or unlicensed use of the Service; (iii)
Customer Material; or (iv) or Canva’s creation of designs, templates, or materials
pursuant to Customer’s instructions.
Canva is responsible for defending you and for paying costs you incur if someone
claims the Service infringes their IP rights.
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11.2 By Customer. Customer shall defend Canva and its Affiliates (and Canva and
its Affiliates' employees, officers, and directors) (collectively, "Canva Indemnified
Parties") from and against any claim, demand, or action brought by a third party
(including without limitation any User) against Canva and indemnify and hold
Canva harmless from any damages and costs finally awarded by a court of
competent jurisdiction or otherwise owed in any settlement to the extent arising
from: (i) use of the Service by Customer or any User in a manner that breaches
Section 2.4 and/or 2.5 (Use Restrictions and/or Acceptable Use Policy) of this
Agreement; and (ii) any allegation that Customer Material infringes any patent,
copyright, or tra de secret of a third party.
You are responsible for defending Canva and for paying costs Canva incurs if you
violate the restrictions on use or if someone claims content you’ve uploaded
infringes their IP rights.
11.3 Rights in Event of Enjoinment. If Cust omer’s use of the Service is, or in
Canva’s opinion is likely to be, enjoined, Canva may, at its sole option and expense:
(i) procure for Customer the right to continue using the same under the terms of
this Agreement; (ii) replace or modify the Service so that it is non -infringing; or (iii)
if options (i) and (ii) above cannot be accomplished despite Canva’s reasonable
efforts, Canva may terminate this Agreement and Customer’s rights to the Service
and refund a pro-rated portion of any pre-paid Subscription Fees for the period
beginning on the effective date of termination through the end of the then-current
Subscription Term.
11.4 Procedure. If one party (the “Indemnitee”) receives any notice of a claim or
other allegation with respect to which the other party (the “Indemnitor”) has an
obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of
receipt of such notice, g ive the Indemnitor written notice of such claim or
allegation setting forth in reasonable detail the facts and circumstances
surrounding the claim. The Indemnitee will not make any payment or incur any
costs or expenses with respect to such claim, except a s requested by the
Indemnitor or as necessary to comply with this procedure. The Indemnitee shall
not make any admission of liability or take any other action that limits the ability of
the Indemnitor to defend the claim. The Indemnitor shall immediately assume full
control of the defense or settlement of such claim or allegation, including the
selection and employment of counsel, and shall pay all authorized costs and
expenses of such defense. The Indemnitee will fully cooperate, at the expense of
the Indemnitor, in the defense or settlement of the claim. The Indemnitor may not
settle any claim that admits liability or fault on behalf of Indemnitee or that
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imposes financial liability on Indemnitee without Indemnitee’s prior written
consent, which shall not be unreasonably withheld, conditioned, or delayed. The
Indemnitee shall have the right, at its own expense, to employ separate counsel
and participate in the defense or settlement of the claim. The Indemnitor shall
have no liability for costs or expenses incurred by the Indemnitee, except to the
extent authorized by the Indemnitor.
11.5 Exclusive Remedies. The provisions of this Section 11 set forth Canva’s sole
and exclusive obligations, and Customer’s sole and exclusive remedies, with
respect to any third -party intellectual property infringement claims.
12. LIMITATION OF LIABILITY
12.1 IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY
HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN
TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID OR
PAYABLE BY CUSTOMER TO CANVA HEREUNDER DURING THE TWELVE-MONTH
PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF
CUSTOMER’S BREACH OF SECTION 2.4 (“USE RESTRICTIONS”) OR EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
12.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LO SSES, OR
EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST
BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE
EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES
ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.4 (“USE RESTRICTIONS”) OR
EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR
WILFUL MISCONDUCT.
13. TERM AND TERMINATION
13.1 Agreement Term. The term of this Agreement shall commence on the
Effective Date set forth in the initial Order Form and shall continue in full force and
effect until the expiration or termination of all Order Forms, unless otherwise
terminated earlier as provided hereunder.
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13.2 Subscription Term. The initial Subscription Term shall be specified in the
relevant Order Form. Upon the expiration of the initial Subscription Term, the
Subscription Term will automatically renew for successive 12-month terms, unless
either party provides the other party w ith written notice of non -renewal at least
thirty (30) days prior to the end of the then -current Subscription Term. Canva will
provide notice of an upcoming renewal and any applicable increase to pricing
forty-five days or more prior to the end of the then -current Subscription Term. The
initial Subscription Term and any Renewal Term are collectively the "Subscription
Term ."
To keep things easy, we’ll notify you when your subscription is ending and keep
your subscription going unless you decide you no longer want it.
13.3 Termination for Cause. Either party may terminate the Agreement
immediately upon written notice (i) in the event the other party commits a non -
remediable material breach of the Agreement; (ii) the other party fails to cure any
remediable material breach within 30 days of being notified in writing of such
breach; (iii) the other party becomes insolvent, makes an assignment for the
benefit of creditors, becomes subject to control of a trustee, receiver or similar
authority, or becomes subject t o any bankruptcy or insolvency proceeding.
13.4 Effect of Termination for Cause. In the event of termination of this
Agreement due to a default by Canva, Canva shall refund, on a prorated basis, any
prepaid fees for the Service for the period beginning on the effective date of
termination through the end of the then-current Subscription Term. In the event of
a termination of the Agreement due to a default by Customer, Customer shall pay
all amounts due and owing for the Service.
13.5 Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”,
“Intellectual Property,”, “Limitation of Liability,” “Indemnification,” “Confidential
Information”, and “Miscellaneous” inclusive, shall survive any termination of this
Agreement.
14. MISCELLANEOUS
14.1 Compliance with Applicable Law. Each party agrees to abide by all
applicable local, state, national and foreign laws, treaties and regulations, in
connection with i) in the case of Customer, Customer’s use of the Service; and ii) in
the case of Canva, Canva’s provision of the Service.
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14.2 Governing Law and Jurisdiction. The Agreement will be governed by and
construed in accordance with the laws of the State of California, without regard to
its conflict of laws provisions. Any legal actio n or proceeding arising under the
Agreement shall be brought exclusively in the federal or state courts located in
Santa Clara County, California and the parties hereby consent to exclusive
jurisdiction of such courts. The United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded in its entirety from application to
this Agreement.
14.3 Relationship of Parties. The parties are independent contractors and the
Agreement will not establish any relationship of partnership, joint venture,
employment, franchise, or agency between the parties. Neither party will have the
power to bind the other or incur obligations on the other’s behalf without the
other party’s prior written consent.
14.4 Attorneys’ Fees. In any court action a t law or equity that is brought by one of
the parties to enforce or interpret the provisions of this Agreement, the prevailing
party will be entitled to reasonable attorneys’ fees, in addition to any other relief to
which that party may be entitled.
14.5 Equitable Relief. Both parties agree that a material breach of the
confidentiality provisions of this Agreement or restrictions set forth herein may
cause irreparable injury to other party for which monetary damages alone would
not be an adequate remedy, and therefore the party shall be entitled to seek
equitable relief in addition to any other remedies it may have hereunder or at law,
without the requirement of posting bond or proving actual damages.
14.6 Publicity. Customer permits Canva to use Customer’s name and logo to
identify Customer as a customer on Canva’s website and in its marketing materials
in accordance with any trademark guidelines or instructions provided by
Customer. Customer permits Canva to issue a press release announcing Customer
as a cu stomer, provided Canva obtains Customer’s approval of the text of any such
press release prior to publication. Following an agreed-upon press release, Canva
may use the content of the press release on Canva’s website and in marketing
materials.
14.7 Force Majeure. Neither party shall be deemed to have breached any
provision of the Agreement as a result of any delay, failure in performance, or
interruption of service resulting directly or indirectly from acts of God, network
failures, acts of civil or milita ry authorities, civil disturbances, wars, terrorism,
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energy crises, fires, transportation contingencies, interruptions in third party
telecommunications or Internet equipment or service, other catastrophes, or any
other occurrences which are beyond such party’s reasonable control. This Section
does not excuse Customer’s payment of fees due under this Agreement provided
that Canva continues to provide the Service as set forth in the Agreement.
14.8 Assignment. Neither party may assign this Agreement or any o f its right or
obligations under this Agreement without the other party’s prior written consent,
which consent shall not be unreasonably withheld. Notwithstanding the foregoing,
either party may transfer and/or assign this Agreement, without the other party’s
consent, to any successor by way of a merger, acquisition, or change of control.
For the purposes of this Agreement, “change of control” means consolidation, or
any sale of all or substantially all of the assignee’s assets or any other transaction
in w hich more than 50% of its voting securities are transferred.
14.9 Headings and Explanations. Headings and explanations explanatory boxes
used in this Agreement are provided for convenience only and will not in any way
affect the meaning or interpretation of the Agreement or any portion thereof.
14.10 Severability. If a particular provision of this Agreement is found to be invalid
or unenforceable, it shall not affect its other provisions and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision had been
omitted.
14.11 Waiver. The failure of either party to enforce at any time the provisions of
the Agreement, the failure to require at any time performance by the other party
of any of the provisions of the Agreement, o r the express waiver by either party of
any provision, condition or requirement of the Agreement shall in no way be
construed to be a present or future waiver of such provisions, nor in any way affect
the ability of either party to enforce each and every s uch provision thereafter.
14.12 Notices. All legal notices required or permitted under the Agreement will be
in writing and delivered by courier or overnight delivery service, certified mail, or
electronic mail and in each instance will be deemed given upon receipt. All notices
to Customer will be sent to the physical address and/or email addresses set forth
in the Order Form. All notices to Canva shall be sent to the applicable notice
address identified below.
• If Customer has contracted with Canva US, Inc., the notice address is 200 E 6th St, Suite 200, Austin, TX 78701
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• If Customer has contracted with Canva Pty Ltd, the notice address is Level 1, 110 Kippax St, Surry Hills, New South Wales, Australia 2010
14.13 Entire Agreement. This Agreement and the associated Order Form(s)
constitute the entire agreement of the parties with respect to the subject matter
contemplated herein, and supersedes any prior representations, agreements,
negotiations, or understandings between the parties, whether written or oral, with
respect to the subject matter hereof. This Agreement may not be modified except
by written instrument signed by both parties and referring to the particular
provisions to be modified. All terms, conditions, or provisions on a purchase order
shall b e of no force and effect notwithstanding the acceptance of such purchase
order after the date of this Agreement. In the event of a conflict between the terms
of this Agreement and an Order Form, the terms set forth in the Order Form shall
control. This Agreement is binding upon and inures to the benefit of, the parties
and their respective permitted successors and assigns.
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