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Founding Member Program Addendum

Version 0.2. Updated 2026-04-21 · Effective upon individual acceptance per Section 2. Supplements the Canopy Terms of Service.

1. Definitions

Capitalized terms not defined here have the meanings given in the Canopy Terms of Service (the "Terms").

2. Offer and acceptance

2.1 Application process

Application for the Program is made by email to founders@canopy.ironpinelabs.com per the process described at /founders. The application shall include the Customer's selected Tier, team size (if applicable), primary use case, and contact information.

2.2 Acceptance

Acceptance occurs when Ironpine Labs replies in writing to the Customer confirming Founding Member status and reserving the Customer's seat. This Addendum becomes binding on the Customer at that confirmation email.

2.3 Withdrawal

A Customer may withdraw from the Program at any time before their first Stripe charge with no obligation to either party. Withdrawal must be communicated in writing to support@canopy.ironpinelabs.com.

2.4 Non-response by Ironpine Labs

Ironpine Labs will respond to complete applications within seven (7) calendar days of receipt. If Ironpine Labs does not respond within thirty (30) days of receipt, the application is deemed declined and no contract is formed. Non-response by Ironpine Labs never constitutes acceptance of an application.

2.5 No pre-launch fees

No fees are due from a Founding Member until the Launch Date, at which point Ironpine Labs will issue the Customer a Stripe checkout link for their selected Tier at the Founding Rate.

2.6 Program Cap

Ironpine Labs reserves the right to stop accepting Program applications once the Program Cap is reached. Applications in excess of the Cap will receive a courtesy waitlist option.

3. Pricing commitments

3.1 First-year discount

For the first twelve (12) calendar months following the Customer's first paid billing date, the Customer pays 50% of the Tier list price in effect on the Launch Date for their selected Tier (the "Founding Rate"). The Founding Rate is set on the Launch Date and does not change if Ironpine Labs adjusts list prices for new customers during the Customer's first twelve months.

3.2 Grandfathered rate

Beginning the thirteenth (13th) calendar month, the Customer's rate is set at the Founding Rate applicable to their Tier as of the Launch Date, and remains locked for the duration of the Customer's Continuous Active Subscription. Price increases communicated by Ironpine Labs under Terms Section 5.6 do not apply to Founding Members for as long as their subscription remains Continuously Active.

3.3 Tier changes

Upgrade (Solo → Pro, Pro → Team) is permitted at any time. Upon upgrade:

Downgrade is permitted once per subscription year. The Founding Rate applies to the new (lower) Tier's price, calculated on the same basis as the original Founding Rate (50% of list price on the Launch Date).

3.4 Cancellation and return

If a Founding Member's subscription ends (through voluntary cancellation, uncured payment failure exceeding 30 days, or refund) and the Customer later wishes to return to Canopy, they will do so at the then-current public list price for their selected Tier. The Founding Rate is not recoverable after the Continuous Active Subscription ends.

For avoidance of doubt: Ironpine Labs will make commercially reasonable efforts to contact the Customer before a payment-failure lapse exceeds 30 days, to give the Customer an opportunity to update payment details and preserve their Continuous Active Subscription.

4. Service commitments

Ironpine Labs aims to provide Founding Members the following, subject to commercial reasonableness:

4.1 Direct communication channel

A dedicated communication channel (currently Discord; subject to change to an equivalent channel with thirty (30) days' notice) shared among active Founding Members and the Ironpine Labs team. Founding Members may also reach Ironpine Labs at founders@canopy.ironpinelabs.com for asynchronous contact.

4.2 Feedback cadence

Ironpine Labs aims to hold a monthly group feedback call, scheduled at times announced at least seven (7) days in advance. Ironpine Labs aims to hold at least ten (10) such calls per calendar year. Missed months do not create a service credit or other remedy; Ironpine Labs will publish an asynchronous written update in lieu of any missed call.

4.3 Roadmap weighting

Founding Member feature requests are given weighted consideration in Ironpine Labs' roadmap planning. Ironpine Labs aims to elevate frequently-requested items (three (3) or more Founding Members requesting the same item) to the following quarter's roadmap review. Ironpine Labs, in its reasonable judgment, will determine when multiple requests constitute "the same item" for purposes of this Section. This is a prioritization commitment, not a ship-date commitment.

4.4 Early access

Beginning at least thirty (30) days before the Launch Date, Founding Members will receive pre-release binary access for testing and feedback. Pre-release binaries are provided "as is" with no support SLA and may contain bugs or missing features. Pre-release access does not obligate the Founding Member to purchase or continue the subscription and does not start the billing clock.

5. Refund

A Founding Member may request a full refund of any fees paid to Ironpine Labs within thirty (30) days of their first paid billing date for any reason by contacting support@canopy.ironpinelabs.com. Issuance of a refund ends the Customer's Continuous Active Subscription and terminates their Founding Rate eligibility. The Customer may re-subscribe at the then-current public list price at any time.

For most Founding Members, the first paid billing date is the Launch Date. For Founding Members who purchase after Launch Date (e.g., applications received after Launch while Program Cap seats remain), the 30-day window runs from their individual first paid billing date.

This 30-day refund window supersedes the 14-day window in Terms Section 6 solely with respect to the Customer's first paid billing cycle as a Founding Member.

6. Launch delay

If Ironpine Labs does not reach the Launch Date by December 31, 2026:

A launch delay does not make Canopy free upon eventual release. The Founding Member's first paid billing date is the Launch Date, whenever that occurs, at which point ordinary billing under this Addendum begins.

7. Product discontinuation

If Ironpine Labs elects to discontinue the Canopy product and does not transfer it to a successor entity per Section 8, Ironpine Labs will:

Ironpine Labs is not obligated to open-source Canopy upon discontinuation, but reserves the right to do so at its sole discretion.

8. Successors and assigns

Ironpine Labs may assign this Addendum (together with the Terms) to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets related to the Canopy product or Ironpine Labs' business. In such event, the successor entity will either:

The Customer may not assign this Addendum or any rights under it without Ironpine Labs' prior written consent, which will not be unreasonably withheld.

9. Modifications

Ironpine Labs may update this Addendum by notifying Founding Members in writing at least thirty (30) days in advance of the effective date. If a Founding Member does not agree to a material adverse change, they may cancel their subscription within thirty (30) days of the change taking effect and receive a pro-rata refund of fees paid for service periods not yet rendered. Non-material changes (typo corrections, reformatting, clarifying but not substantive language changes) may be made without advance notice.

10. Relationship to Terms of Service

This Addendum is a supplemental addendum to the Canopy Terms of Service. The Terms govern all matters not specifically addressed in this Addendum. In the event of a conflict between this Addendum and the Terms, this Addendum controls solely for the subject matter it expressly addresses.

11. Governing law and disputes

This Addendum is governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. Disputes arising from this Addendum are subject to the arbitration and venue provisions in Sections 14-15 of the Terms of Service, including the Consumer Customer carve-outs and opt-out procedure described there.

12. Contact

Questions about the Program or this Addendum may be directed to:

Ironpine Labs LLC