Canopy

Terms of Service

Last updated: May 2, 2026

These Terms of Service (the “Terms”) are a contract between you and Dusk Labs, Inc., a Delaware corporation doing business as Canopy (“Canopy”, “we”, “us”). They govern your access to and use of the Canopy website, dashboard, hosted MCP server, software development kits, and related services (collectively, the “Service”). By using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

1. Who we are

Canopy is operated by Dusk Labs, Inc. You can reach our legal team at legal@trycanopy.ai.

2. What Canopy does

Canopy is a financial control plane for AI agents. We provision an organization-level treasury wallet, let you define spending policies (such as caps, allowlists, and approval thresholds), evaluate those policies on the server side when an agent requests a payment, request signatures from a third-party wallet infrastructure provider when a request is allowed, and record every decision in an activity log.

Canopy does not run your AI agent. You build, deploy, and operate the agent. Canopy is the layer that decides whether a payment your agent attempts is allowed under the policy you have configured.

3. Accounts and eligibility

The Service is for business use. To use the Service you must be at least 18 years old and able to form a binding contract. The Service is not intended for personal, family, or household use, and is not directed to children. You are responsible for keeping your account credentials and API keys secret, and for all activity that occurs under your account.

4. Beta status

The Service is currently offered in beta. It may change, be unavailable, contain bugs, or behave unexpectedly. We do not offer a service-level agreement during beta. Features, pricing, and availability are not final and may change. You should evaluate the Service against your own risk tolerance before relying on it.

5. Your responsibilities

You are responsible for:

  • Configuring policies (spending caps, allowlists, approval thresholds) appropriate to your risk tolerance.
  • The behavior of any AI agent you connect to the Service, including the lawfulness of payments it initiates and the recipients you permit it to pay.
  • Funding your treasury, monitoring its balance, and reviewing the activity log.
  • Keeping API keys, agent identifiers, and authentication tokens confidential, and revoking them promptly if you suspect compromise.
  • Complying with applicable laws, including sanctions, anti-money laundering, tax, and consumer protection laws that apply to your business and your agents’ activity.

6. Funds, custody, and payment execution

Funds you deposit to your treasury are held by a third-party wallet infrastructure provider that custodies the underlying private keys. Canopy does not custody, hold, or take title to your funds. Canopy evaluates each payment request against your policy and, if allowed, requests that the wallet provider sign the corresponding transaction.

Blockchain transactions are generally irreversible once broadcast. We cannot reverse, refund, or recover a payment that your agent has successfully initiated. You are responsible for the recipients, amounts, and timing of payments your agent makes within the policy you have set.

7. Fees and pricing

The Service is currently free during beta for design partners. We may introduce or change fees in the future. We will give you reasonable notice before fees apply to your account, and your continued use of the Service after the effective date of those fees constitutes acceptance.

8. Acceptable use

You agree not to use the Service to:

  • Violate any law, regulation, or third-party right.
  • Engage in fraud, money laundering, sanctions evasion, market manipulation, or other illicit financial activity.
  • Send, distribute, or facilitate malware, ransomware, or other harmful code.
  • Probe, scan, or attempt to breach the security or integrity of the Service, except as part of an authorized security research program.
  • Interfere with other customers’ use of the Service, including by overloading, flooding, or disrupting our systems.
  • Resell or repackage the Service in a way that competes with Canopy without our written consent.

We may suspend or terminate your access for violations of this section, with or without notice depending on the severity of the violation.

9. Third-party services and protocols

The Service integrates with third-party providers for authentication, wallet infrastructure, payments, hosting, analytics, and similar functions. It also speaks open payment protocols such as HTTP 402 to interact with paid APIs operated by third parties. Your use of those third-party services is governed by their terms and privacy policies, and Canopy is not responsible for their availability, performance, or decisions.

10. Intellectual property

We own the Service, including all software, designs, content, and trademarks, except for content you submit. You retain all rights in your account data, your policies, and any content you provide. We grant you a non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes while your account is active. You grant us a worldwide, royalty-free license to use any feedback or suggestions you provide for any purpose, without obligation to you.

11. Open-source SDKs

Our software development kits and command-line tools are distributed under their own published licenses. Nothing in these Terms restricts rights granted to you under those licenses.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. Payments may fail, settle late, or be lost due to causes outside our control, and you are solely responsible for the spend configuration you have set and for the recipients you have chosen to allow.

13. Limitation of liability

To the fullest extent permitted by law, Canopy will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, or business opportunities, even if we have been advised of the possibility of such damages. Our aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars (US $100). Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for our fraud or willful misconduct.

14. Indemnification

You will defend, indemnify, and hold harmless Canopy and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your or your agents’ use of the Service, (b) the content, configurations, or policies you submit, (c) your violation of these Terms, or (d) your violation of any law or third-party right.

15. Term and termination

These Terms remain in effect while you use the Service. You may close your account at any time from the dashboard or by contacting us. We may suspend or terminate your access for breach of these Terms, to comply with legal requirements, or upon reasonable notice if we wind down the Service. On termination, we will delete your account data according to our Privacy Policy retention rules. Records that have already been written to a public blockchain are outside our control and remain on-chain.

16. Changes to the Terms

We may update these Terms from time to time. If a change is material, we will give you notice in the product or by email before it takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to these Terms or the Service is the state and federal courts located in Delaware, and each party consents to personal jurisdiction there. Before filing suit, the parties will attempt in good faith to resolve any dispute informally for at least thirty days. Each party waives any right to participate in a class action or class-wide arbitration with respect to any dispute under these Terms, to the extent permitted by law.

18. Miscellaneous

These Terms, together with our Privacy Policy and any order form or other written agreement between us, are the entire agreement between you and Canopy regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices to Canopy should be sent to legal@trycanopy.ai.