IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS
AND THE CANDID PLATFORM ARE SUBJECT TO BINDING ARBITRATION AND A
WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY
ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW. PLEASE NOTE
THAT YOUR USE OF AND ACCESS TO THE PLATFORM (DEFINED BELOW) ARE
SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF
THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE PLATFORM IN ANY
MANNER.
Welcome to CandidApp LLC. (“CANDID”, “we”, “our”, or “us”).
Please read on to learn the terms, rules, and restrictions
(“Terms of Use” or “Terms”) that govern your use of our
products, services, and platform (referred to collectively as
the “CANDID” or "Platform"). For purposes of these Terms, “you”
and “your” mean the Platform account creator, authorized signer,
authorized representative, delegate, and/or other authorized
Platform user, including co-applicant. The Platform allows users
to provide information that banks, mortgage companies, and other
lenders (“Financial Services Providers”) use to process loan
applications and offer other financial services to you. CANDID
is not a lender or loan broker, and does not make lending or
credit decisions on behalf of Financial Services Providers. The
Platform does not constitute an offer or solicitation to lend.
These Terms of Use are a legal agreement between you and CANDID.
The Terms include the provisions below, as well as those in the
Privacy Policy. You acknowledge and agree that, by accessing or
using the Platform or by uploading or posting any content to the
Platform, you are indicating that you have read and understand,
and agree to be bound by these Terms. If you do not agree to
these Terms, then you have no right to access or use the
Platform.
We may, from time to time, modify these Terms, including the
Privacy Policy. If so, we will post the updated Terms on the
Platform. If you do not agree to, or cannot comply with, the
modified Terms, you must stop using the Platform. The updated
Terms will take effect after their posting and will apply on a
going-forward basis, unless otherwise provided in a notice to
you, and except as provided in the “Mandatory Arbitration and
Class Action Waiver” section of these Terms. Your continued use
of the Platform after any such update constitutes your binding
acceptance of such changes.
Joint Applicants. If you are using the Platform
with another person to apply jointly for a loan or other
financial services product, you and your co-applicant may choose
to provide information for your application using a single joint
account or multiple individual Platform account(s). If joint
applicants choose to utilize a single Platform account, they
will have access to all information supplied by Platform account
users to complete that application. Such joint applicants will
have the ability to view, print, transmit, save, and/or edit the
information. Access may continue for as long as the joint
applicants utilize the single Platform account in connection
with the application process.
If you have any questions, comments, or concerns regarding these
Terms or the Platform, please contact us at
info@candidcrm.com
1. Eligibility and Scope
Eligibility. To use the Platform you must be,
and represent and warrant that you are, of legal age (18 years
of age or older or otherwise of legal age in your jurisdiction,
or, if you have parental consent, 13 years of age) and
competent. If you're agreeing to these Terms on behalf of an
organization, entity, or co-applicant, you represent and warrant
that you are authorized to agree to these Terms on behalf of
that organization, entity, or co-applicant and bind them to
these Terms (in which case, the references to "you" and "your"
in these Terms, except for in this sentence, refer to that
organization, entity, or you and your co-applicant). If CANDID
has previously prohibited you from accessing the Platform, you
do not have permission to access the Platform.
Restrictions. You expressly agree that if you
are located in any member state that is part of the European
Economic Area or any member state that has adopted the General
Data Protection Regulation, you are not permitted to use the
Platform and you are not permitted to provide any personal data
to us.
2. Account Registration; Account Use
Registration and Confidentiality. You may be
required to sign up for a CANDID Platform account and to provide
information such as your email address, an account password, and
recovery phone number for creating and authenticating a Platform
account (“CANDID Account Credentials”). If so, you agree to
provide us with CANDID Account Credentials that are accurate,
complete, and current. You may not use an email address or other
identifier that you do not have the right to use, or another
person's email address or other identifier with the intent to
impersonate that person. In addition, you agree that you will
protect the security of your Platform account and password, and
that you will not share your Platform account or password with
anyone unless you are using the Platform jointly with
co-applicant to apply for a financial services product.
Unauthorized Account Use. You are responsible
for any activity associated with your Platform account, and for
notifying us at
info@candidcrm.com if
you become aware of any unauthorized access to your Platform
account. You understand and agree that we may require you to
provide information to confirm your identity and help ensure the
security of your Platform account. CANDID will not be liable for
any loss, damages, liability, expenses or attorneys fees that
you may incur as a result of someone else using your CANDID
password or account, as a result of your use or misuse, with or
without your knowledge, and regardless of whether you have or
have not advised us of such unauthorized use. In such case, you
will be liable for losses, damages, liability, expenses and
attorneys' fees incurred by CANDID or a third party due to
someone else's use of your Platform account.
Restrictions. You expressly agree that if you
are located in any member state that is part of the European
Economic Area or any member state that has adopted the General
Data Protection Regulation, you are not permitted to use the
Platform and you are not permitted to provide any personal data
to us.
3. Technical Requirements
Use of the Platform may be available through a compatible mobile
device with internet access and may require certain software.
You agree that you are solely responsible for these
requirements, including any applicable changes, updates, and
fees associated with them, as well as for complying with the
terms of your mobile device and telecommunications provider.
CANDID MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND,
EXPRESS, STATUTORY, OR IMPLIED AS TO (A) THE AVAILABILITY OF A
TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER OR ACCESS TO A
TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER AT ANY TIME OR
FROM ANY LOCATION; (B) ANY LOSS, DAMAGE, OR SECURITY INTRUSION
OF THE TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER; AND (C)
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO
TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS IN CONNECTION
WITH A TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER.
4. Our Proprietary Rights
Intellectual Property Rights. The Platform is
owned and operated by CANDID and contains material which is
derived in whole or in part from material supplied by CANDID and
our partners, as well as other sources, and is protected by
United States copyright laws, international treaty provisions,
trademarks, service marks and other intellectual property laws.
The Platform is also protected as a collective work or
compilation under U.S. copyright and other law and treaties. You
agree to abide by all applicable copyright and other laws, as
well as any additional copyright notices or restrictions
contained in the Platform. You acknowledge that the Platform has
been developed, compiled, prepared, revised, selected, and
arranged by CANDID and others through the application of methods
and standards of judgment developed and applied through the
expenditure of substantial time, effort, and money and
constitute valuable intellectual property of CANDID and such
others. You agree to protect the proprietary rights of CANDID
and all others having rights in the Platform during and after
the term of these Terms and to comply with all reasonable
written requests made by CANDID or our suppliers and licensors
of content or otherwise (“Suppliers”) to protect their and
others' contractual, statutory, and common law rights in the
Platform. You agree to notify CANDID immediately upon becoming
aware of any unauthorized access or use of the Platform by any
individual or entity or of any claim that the Platform infringes
upon any copyright, trademark, or other contractual, statutory,
or common law rights. All present and future rights in and to
trade secrets, patents, copyrights, trademarks, service marks,
know-how, and other proprietary rights of any type under the
laws of any governmental authority, domestic or foreign,
including, without limitation rights in and to all applications
and registrations relating to the Platform shall, as between you
and CANDID, at all times be and remain the sole and exclusive
property of CANDID.
Use of Marks. You may not use any of CANDID's
trademarks, trade names, service marks, copyrights, or logos in
any manner which creates the impression that such items belong
to or are associated with you or, except as otherwise provided
herein, are used with CANDID's consent. You acknowledge that you
have no ownership rights in or to any such items.
5. Authorization to Retrieve and Use Information You Provide
Submitted Information. By providing information
about yourself, including CANDID Account Credentials and
third-party account credentials such as usernames, passwords,
PINs, and other log-in information (“Submitted Information"),
you are licensing such Submitted Information to CANDID and our
agents for the purpose of providing the Platform. You represent
that you are entitled to provide the Submitted Information to
CANDID to use for the purpose of providing the Platform, without
any obligation by CANDID to pay any fees or be subject to any
restrictions or limitations. You hereby authorize and permit
CANDID to use and store the Submitted Information for the
purpose of providing the Platform, including configuring the
Platform to be compatible with third-party websites that enable
CANDID to provide the Platform. CANDID will store the Submitted
Information in encrypted form, and will use the Submitted
Information in accordance with these Terms and our Privacy
Policy.
Account Information. Where available, for the
purpose of completing your application, CANDID and our agents
may access and retrieve, or enable you to initiate access to and
retrieval of, account information and other data and documents
(“Account Information”) from online accounts at third parties,
including financial institutions, investing platforms, payroll
providers, and tax preparation platforms, among others, in
accordance with our Privacy Policy. This information may also
include credit documentation and other information for verifying
and/or re-verifying your assets, income, and employment. When
available, Account Information may be prepopulated in the
Platform. Please note that when displayed through the Services,
Account Information does not represent an official record of
your account with third parties. Account Information is only as
recent as the time shown, and CANDID does not have an obligation
to keep such data up-to-date at all times. Account Information
may be more up-to-date when obtained directly from the relevant
third-party sites. CANDID may also store Account Information and
use the Submitted Information to update and maintain Account
Information for future use.
As part of the Platform, we also transmit Submitted Information
and Account Information to your Financial Services Provider,
relevant parties specifically authorized to receive the
information on behalf of the Financial Services Provider, and
potentially your Financial Services Providers'
successors-in-interest. By using the Platform, you expressly
authorize CANDID and our agents to access, retrieve, and
transmit Submitted Information and Account Information as part
of the Platform, on your behalf, and as your agent.
As part of these Terms and solely for the purpose of providing
the Platform, you grant CANDID and our agents a limited power of
attorney, and appoint CANDID and our agents as your
attorney-in-fact and agent, to access third-party websites, use
Submitted Information you provide, and retrieve Account
Information, with the full power and authority to do and perform
each task necessary in connection with such activities as you
could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CANDID
AND OUR AGENTS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION
FROM THIRD-PARTY WEBSITES, CANDID AND OUR AGENTS ARE ACTING AS
YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD
PARTY THAT OPERATES THE THIRD-PARTY WEBSITE. CANDID cannot
always foresee or anticipate technical or other difficulties
that may result in failure to obtain data or in loss of data.
Further, CANDID does not assume responsibility for the
timeliness, accuracy, deletion, or non-delivery of, or failure
to store, any data.
Right to Provide Submitted Information and Account
Information.
You represent and warrant to us that you have all rights to the
Submitted Information and Account Information that you provide
to us via the Platform. You are responsible for the accuracy and
completeness of the Submitted Information and Account
Information you provide. You, and not CANDID, are liable in the
event that such Submitted Information and/or Account Information
is not accurate or complete. You agree that you will indemnify,
defend, and hold harmless CANDID for all claims resulting from
your unauthorized access to Submitted Information and Account
Information, or for any inaccurate or incomplete Submitted
Information and/or Account Information that you provide us. We
reserve the right, at our own expense, to assume the exclusive
defense and control of such disputes, and in any event you will
cooperate with us in asserting any available defenses.
Feedback. Feedback you provide to us about your
user experience with the Platform, by email or through other
mediums, excluding personally identifiable consumer information,
shall be deemed to be non-confidential, and we assume no
obligation to protect such information from disclosure or
provide compensation to you. The submission of such information
to us shall in no way prevent the purchase, manufacture, or use
of similar products, services, plans, and ideas by us for any
purpose whatsoever, and we shall be free to reproduce, use,
disclose, and distribute the information to others without
restriction.
6. License and Prohibited Conduct
Your License. Subject to your compliance with these Terms, we
grant you a limited, non-exclusive, non-sublicensable,
non-transferable, and revocable right to access and use the
Platform only for your own internal, personal, or non-commercial
use, and only in a manner that complies with all local, state,
national, and foreign laws, treaties, regulations, and other
legal requirements that apply to you or your use of the
Platform, including those relating to data security and data
privacy. If your use of the Platform is prohibited by applicable
law, then you do not have authorization to use the Platform.
CANDID is not responsible for unlawful uses of the Platform.
License You Grant CANDID. Anything you upload,
share, store, or otherwise provide, including Submitted
Information and Account Information, is content that you
provide. In order to display your content on the Platform, you
grant us certain rights in that content. As such, you hereby
grant CANDID a license to translate, modify (for technical
purposes, such as making your content viewable on a mobile
device as well as a computer), reproduce, and otherwise act with
respect to such content, in each case to enable us to enhance
the operation of the Platform, or to provide products or
services to you through or in connection with the Platform. You
also grant CANDID a license to aggregate and/or de-identify the
information you provide, which CANDID may use for improving the
Platform and developing business analytics, as discussed in our
Privacy Policy. This is a license only; your ownership in the
content you provide is not affected. You agree that the licenses
you grant are royalty-free, perpetual, sub-licensable,
irrevocable, and worldwide. In addition, please note that the
foregoing licenses are subject to our Privacy Policy.
Prohibited Uses. Use of the Platform for any
illegal purpose, or any other purpose not expressly permitted in
these Terms, is strictly prohibited. Without limitation, you
will not:
-
Use the Platform to harass, abuse, or threaten any other
person;
-
Provide information that is unlawful, harmful, tortious,
defamatory, libelous, or invasive of another's privacy;
-
Use the Platform commercially, for benchmarking, or to compile
information for a product or service;
-
Copy, download (other than for personal use, or as otherwise
expressly permitted by these Terms), modify, distribute, post,
transmit, display, perform, reproduce, broadcast, duplicate,
publish, republish, upload, license, reverse engineer, create
derivative works from, or offer for sale any content or other
information contained on or obtained from or through the
Platform by any means except as provided for in these Terms or
with the prior written consent of CANDID;
-
Scrape, access, monitor, index, frame, link, or copy any
content or information on the Platform by accessing the
Platform in an automated way, using any robot, spider,
scraper, web crawler, or any other method of access other than
manually accessing the publicly available portions of the
Platform through a browser or accessing the Platform through
any approved API;
-
Violate the restrictions in any robot exclusion headers of the
Platform, if any, or bypass or circumvent other measures
employed to prevent or limit access to the Platform;
-
Post material that advocates illegal activity or discusses
illegal activities with the intent to commit them (in either
case as determined by CANDID in our sole discretion);
-
Upload or otherwise make available any material that contains
any software, device, instructions, computer code, files,
programs and/or other content or feature that is designed to
interrupt, destroy, or limit the functionality of any computer
software or hardware or telecommunications equipment
(including without limitation any time bomb, virus, software
lock, worm, self-destruction, drop-device, malicious logic,
Trojan horse, trap door, "disabling," "lock out," or
"metering" device, or any malicious code);
-
Attempt to disable, overburden, or impair the proper working
of the Platform;
-
Use the Platform to distribute any other party's intellectual
property unless you have the right to do so, or remove or
alter any copyright, trademark, or other proprietary notice
contained on the Platform;
-
Make available trade secrets or other confidential or
proprietary information, or provide any material that you do
not have a right to make available under any law or under
contractual or fiduciary relationships, including but not
limited to insider information, or confidential or proprietary
information learned or disclosed as part of employment
relationships or under non-disclosure agreements;
-
Falsely state or otherwise misrepresent your affiliation with
a person or entity, or impersonate any person or entity;
-
Frame, inline link, or similarly display the Platform or any
portion thereof;
-
Violate these Terms or any guidelines or policies posted by
CANDID;
-
Facilitate violations of these Terms or the Privacy Policy or
any guidelines or policies posted by CANDID; and/or
-
Interfere with any other party's use and enjoyment of the
Platform.
CANDID reserves the right, but not the obligation, in our sole
and absolute discretion, to remove any information provided by
you, block access to the Platform, and/or deactivate your
Platform account for violation of these Terms.
7. Legal Compliance
You acknowledge, consent, and agree that CANDID may access,
preserve, and disclose content you provide us if required to do
so by law or in a good faith belief that such access,
preservation, or disclosure is permitted by our Privacy Policy
or reasonably necessary or appropriate for any of the following
reasons: (1) to comply with legal process (e.g., a subpoena,
court order, or warrant); (2) to enforce these Terms; (3) to
respond to claims that any content violates the rights of third
parties; (4) to protect the rights, property, or personal safety
of CANDID, our agents and affiliates, our users, and the public;
or (5) to address your requests.
In addition, please note that CANDID is not in the business of
providing professional services or legal, tax, or other advice
through or relating to this Platform. Please consult your
Financial Services Providers and/or professional advisors with
questions relating to your use of the Platform.
8. WARRANTIES AND DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK. CANDID DOES
NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY
CONTENT CONTAINED IN OR ACCESSED THROUGH THE PLATFORM, AND WE
WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT
COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR
ACCESSED THROUGH THE PLATFORM. WE MAKE NO REPRESENTATIONS OR
WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS
OR SERVICES OFFERED OR PURCHASED THROUGH THE PLATFORM. PRODUCTS
AND SERVICES OFFERED OR PURCHASED (WHETHER OR NOT FOLLOWING SUCH
RECOMMENDATIONS AND SUGGESTIONS) THROUGH THE PLATFORM ARE
PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND FROM
CANDID OR OTHERS (UNLESS, WITH RESPECT TO SUCH OTHERS ONLY,
PROVIDED EXPRESSLY AND UNAMBIGUOUSLY IN WRITING BY A DESIGNATED
THIRD PARTY FOR A SPECIFIC PRODUCT OR SERVICE). THE PLATFORM IS
PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OR ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE
UNINTERRUPTED OR ERROR-FREE.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
PLATFORM IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND
RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY, OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM CANDID OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY
WARRANTY.
CANDID MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE
THAT THE PRODUCTS, SERVICES, OR PLATFORM WILL MEET YOUR
REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. DECISIONS MADE
BY FINANCIAL SERVICES PROVIDERS AND OTHERS AS A RESULT OF THE
INFORMATION COMPILED FROM AND ABOUT YOU THROUGH THE PLATFORM ARE
THE SOLE RESPONSIBILITY OF SUCH FINANCIAL SERVICES PROVIDERS AND
OTHERS, AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH
FINANCIAL SERVICES PROVIDERS AND OTHERS.
9. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT
LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE)
SHALL CANDID BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK
STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR
MALFUNCTION; (B) THE DECISIONS MADE BY FINANCIAL SERVICES
PROVIDERS AND OTHERS AS A RESULT OF THE INFORMATION COMPILED
FROM AND ABOUT YOU THROUGH THE PLATFORM; OR, (C) ANY AMOUNT, IN
THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE
AMOUNTS PAID BY YOU TO CANDID IN CONNECTION WITH THE PLATFORM IN
THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.
In the event that you have a dispute with any third party, you
agree that CANDID is under no obligation to become involved on
your behalf. You release CANDID, and our officers, employees,
agents, and successors from claims, demands, and damages of
every kind or nature, known or unknown, suspected or
unsuspected, disclosed or undisclosed, arising out of or in any
way relating to such disputes and/or the Platform. If you are a
California resident, you hereby waive California Civil Code
§1542, which says: "A general release does not extend to claims
which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by
him must have materially affected his settlement with the
debtor." This release includes the criminal acts of others.
10. Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain
warranties or the limitation or exclusion of liability for
incidental or consequential damages such as above in Sections 8
and 9. Accordingly, some of the above limitations may not apply
to you. If you are a New Jersey resident, or a resident of
another state that permits the exclusion of these warranties and
liabilities, the limitations in Sections 8 and 9 specifically do
apply to you.
11. Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD CANDID AND OUR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS,
SHAREHOLDERS, AND REPRESENTATIVES (AND ALL SUCCESSORS AND
ASSIGNS OF ANY OF THE FOREGOING) HARMLESS FROM AND AGAINST ANY
CLAIM OR DEMAND, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS, MADE IN CONNECTION WITH OR
ARISING OUT OF YOUR VIOLATION OF THESE TERMS OR OUR PRIVACY
POLICY, AND/OR YOUR SUBMISSION, POSTING, OR TRANSMISSION OF
CONTENT TO THE PLATFORM. WE RESERVE THE RIGHT, AT OUR OWN
EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH
DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN
ASSERTING ANY AVAILABLE DEFENSES.
12. Third Party Links and Platform
CANDID has no control over, and assumes no responsibility for,
the content, accuracy, privacy policies, or practices of, or
opinions expressed in, any third-party websites or by any third
party that you interact with through the Platform. In addition,
CANDID will not and cannot monitor, verify, censor, or edit the
content of any third-party website or service. By using the
Platform, you release and hold us harmless from any and all
liability arising from your use of any third-party website or
service, and you acknowledge and agree that the terms and
privacy policies of such third parties govern your interactions
with and use of such websites and services.
13. Modification and Termination
Modification of Platform. CANDID reserves the
right at any time to modify or discontinue, temporarily or
permanently, the Platform (or any part thereof), with or without
notice. You agree that CANDID shall not be liable to you or any
third party for any modification, suspension, or discontinuance
of the Platform
Termination. These Terms are effective unless
and until terminated by you or us. We may, in our sole and
absolute discretion, deny you access to all or part of the
Platform at any time for any or no reason at all, with or
without notice to you. Grounds for such termination shall
include, but not be limited to, (a) breaches or violations of
these Terms or other agreements, (b) requests by law enforcement
or government agencies, (c) discontinuance or material
modification of the Platform (or any part thereof), (d)
unexpected technical or security issues or problems, (e)
extended periods of inactivity, (f) activities related to
protecting the rights, property, or safety of CANDID, our agents
and affiliates, or our users and the public, or (g) if you
provide any information, including CANDID Account Credentials or
Submitted Information, that is false, inaccurate, out-of-date,
or incomplete. If we terminate your right to access the
Platform, these Term will terminate and all rights you have to
access the Platform will immediately terminate; however, certain
provisions of these Terms will still apply post-termination,
including without limitation, the “Mandatory Arbitration and
Class Action Waiver” provisions. Termination of your Platform
account may also include, at CANDID's sole discretion, the
deletion of your Platform account and/or content.
14. MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL
RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN
COURT.
Application. You and CANDID agree that these
Terms affect interstate commerce and that the Federal
Arbitration Act governs the interpretation and enforcement of
these arbitration provisions. This Section 15 is intended to be
interpreted broadly and governs any and all disputes between us
including but not limited to claims arising out of or relating
to any aspect of the relationship between us, whether based in
contract, tort, statute, fraud, misrepresentation, or any other
legal theory; claims that arose before these Terms or any prior
agreement (including, but not limited to, claims related to
advertising); and claims that may arise after the termination of
these Terms. The only disputes excluded from this broad
prohibition are the litigation of certain intellectual property
and small court claims, as provided below.
Initial Dispute Resolution. Most disputes can
be resolved without resort to arbitration. If you have any
dispute with us, you agree that before taking any formal action,
you will contact us at info@candidcrm.com, and provide a brief
written description of the dispute and your contact information
(including your username, if your dispute relates to a Platform
account). Except for intellectual property and small claims
court claims, the parties agree to use their best efforts to
settle any dispute, claim, question, or disagreement directly
through consultation with each other, and good faith
negotiations shall be a condition to either party initiating a
lawsuit or arbitration.
Binding Arbitration. If the parties do not
reach an agreed-upon solution within a period of thirty (30)
days from the time informal dispute resolution is initiated
under the “Initial Dispute Resolution” provision above, then
either party may initiate binding arbitration as the sole means
to resolve claims, (except as provided in section 15.7 below)
subject to the terms set forth below. Specifically, all claims
arising out of or relating to these Terms (including the Terms'
formation, performance, and breach), the parties' relationship
with each other, and/or your use of CANDID shall be finally
settled by binding arbitration administered by JAMS in
accordance with the JAMS Streamlined Arbitration Procedure Rules
for claims that do not exceed $250,000 and the JAMS
Comprehensive Arbitration Rules and Procedures for claims
exceeding $250,000 in effect at the time the arbitration is
initiated, excluding any rules or procedures governing or
permitting class actions.
Arbitrator's Powers. The arbitrator, and not
any federal, state, or local court or agency, shall have
exclusive authority to resolve all disputes arising out of or
relating to the interpretation, applicability, enforceability,
or formation of these Terms, including, but not limited to any
claim that all or any part of these Terms is void or voidable,
whether a claim is subject to arbitration, or the question of
waiver by litigation conduct. The arbitrator shall be empowered
to grant whatever relief would be available in a court under law
or in equity. The arbitrator's award shall be written and shall
be binding on the parties and may be entered as a judgment in
any court of competent jurisdiction.
To the extent the filing fee for the arbitration exceeds the
cost of filing a lawsuit, CANDID will pay the additional cost.
If the arbitrator finds the arbitration to be non-frivolous,
CANDID will pay the fees invoiced by JAMS, including filing fees
and arbitrator and hearing expenses. You are responsible for
your own attorneys' fees unless the arbitration rules and/or
applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration
provision, they would have the right to sue in court and have a
jury trial. They further understand that, in some instances, the
costs of arbitration could exceed the costs of litigation and
the right to discovery may be more limited in arbitration than
in court. Arbitration may take place in the county where you
reside at the time of filing, unless you and we both agree to
another location or telephonic arbitration.
Class Action Waiver. The parties further agree
that the arbitration shall be conducted in the party's
respective individual capacities only and not as a class action
or other representative action, and the parties expressly waive
their right to file a class action or seek relief on a class
basis. YOU AND CANDID AGREE THAT EACH MAY BRING CLAIMS AGAINST
THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. If any court or arbitrator determines
that the class action waiver set forth in this paragraph is void
or unenforceable for any reason, or that an arbitration can
proceed on a class basis, then the arbitration provisions set
forth above shall be deemed null and void in their entirety and
the parties shall be deemed to have not agreed to arbitrate
disputes.
Exception: Litigation of Intellectual Property and Small
Claims Court Claims.
Notwithstanding the parties' decision to resolve all disputes
through arbitration, either party may bring enforcement actions,
validity determinations, or claims arising from or relating to
theft, piracy or unauthorized use of intellectual property in
state or federal court or in the U.S. Patent and Trademark
Office to protect its intellectual property rights
("intellectual property rights" means patents, copyrights, moral
rights, trademarks, and trade secrets, but not privacy or
publicity rights). Either party may also seek relief in a small
claims court for disputes or claims within the scope of that
court's jurisdiction.
30-Day Right to Opt Out. You have the right to
opt out and not be bound by the arbitration and class action
waiver provisions set forth above by sending written notice of
your decision to opt out to at
info@candidcrm.com
with the subject line, "ARBITRATION AND CLASS ACTION WAIVER
OPT-OUT." The notice must be sent within thirty (30) days of
Platform account creation. Otherwise you shall be bound to
arbitrate disputes in accordance with the terms of these
paragraphs. If you opt out of these arbitration provisions,
CANDID also will not be bound by them.
Changes to This Section. CANDID will provide
thirty (30) days' notice of any changes to this section by
posting on the Platform. Amendments will become effective thirty
(30) days after they are posted on the Platform or sent to you
by email. Changes to this section will otherwise apply
prospectively only to claims arising after the thirtieth (30th)
day. If a court or arbitrator decides that this subsection on
"Changes to This Section" is not enforceable or valid, then this
subsection shall be severed from the section entitled “Mandatory
Arbitration and Class Action Waiver”, and the court or
arbitrator shall apply the first “Mandatory Arbitration and
Class Action Waiver” section in existence after you began using
the Platform.
Survival. This “Mandatory Arbitration and Class
Action Waiver” section shall survive any termination of your use
of the Platform.
15. Controlling Law and Severability
These Terms will be interpreted in accordance with the laws of
the State of California, without regard to its conflict-of-law
provisions. For all purposes of these Terms, the parties consent
to exclusive jurisdiction and venue in the state or federal
courts located in, respectively, San Francisco County,
California, or the Northern District of California. If any part
of these Terms is considered invalid, it shall be enforced as
effectively as possible while all other provisions remain in
full effect.
16. General Terms
Force Majeure. Under no circumstances shall
CANDID or our licensors or suppliers be held liable for any
delay or failure in performance resulting directly or indirectly
from an event beyond our reasonable control.
No Waiver; Severability. No waiver of any term
of these Terms will be binding unless in writing. No waiver of
any term of these Terms will be deemed a further or continuing
waiver of such term or any other term, and the failure of CANDID
to exercise or enforce any right or remedy in these Terms does
not waive that right or remedy. If an arbitrator or a court of
competent jurisdiction finds any provision of these Terms to be
invalid, the parties agree that the court should endeavor to
give effect, to the maximum extent permitted by law, to the
parties' intentions as reflected in the provision, and the other
provisions of these Terms will remain in full force and effect.
Third-Party Beneficiaries. You agree that,
except as otherwise expressly provided in these Terms, there
shall be no third-party beneficiaries to these Terms.
Statute of Limitations. Except for residents of
New Jersey, you agree that regardless of any statute or law to
the contrary, any claim or cause of action arising out of or
related to the use of the Platform and/or these Terms must be
filed within one (1) year after such claim or cause of action
arose or be forever barred.
Miscellaneous. These Terms (and all terms and
conditions incorporated herein) constitute the entire agreement
between you and CANDID and govern your use of the Platform,
products, and services provided by CANDID, and supersede any
prior agreements between you and CANDID on the subject matter.
These Terms, and any rights or licenses granted hereunder, may
not be assigned or delegated by you. These Terms, and any rights
or licenses granted hereunder, may be assigned or delegated by
CANDID without restriction. These Terms bind and inure to the
benefit of each party and the party's successors and permitted
assigns. These Terms may not be modified by an oral statement by
a representative of CANDID. No agency, partnership, joint
venture or employee-employer relationship is intended or created
by these Terms. You agree that any agreements made by and
between you and us in electronic form are as legally binding as
if made in physical written form. These Terms will not be
construed against the drafter. The section titles in these Terms
are for convenience only and have no legal or contractual
effect.
Notices. We may deliver notice to you by email,
posting a notice on the Platform, or any other method we choose
and such notice will be effective on dispatch. If you give
notice to us, it will be effective when received and you must
use the following email address:
info@candidcrm.com.
17. Questions
If you have any questions about these Terms, please contact us
by email at
info@candidcrm.com.
