Terms Of Service
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
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.
Table of Contents
1. Acceptance of Terms
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, and agents.
2. The Platform
The Candid Platform is an online venue for informational and educational purposes and connects users with creators. Candid is not in the business of providing or selling information or education that is within any Creator’s area of knowledge, and Candid otherwise does not provide advice or any professional service to Customers. Users of the Platform, not Candid, provide the content in Chats (defined below). Creators are not employees or agents of Candid. Candid is not acting as an agent for any Customer. Creators have sole discretion in selecting which Customers to communicate with, and have sole discretion in controlling how to perform using Third Party Communication Services.
We are not involved in the conversations you may engage in with other Users on the Platform. Candid shall not be liable for (a) any acts or omissions by you, (b) content made by Users on the Platform, including questions, answers, requests for information, responses, profiles, Creator signatures, qualifications, comments, profile information, and other places where Users communicate with one another, or (c) an Creator’s failure to complete a transaction. You further understand that site tools, Candid’s mobile application or any other tools (collectively, “Tools”) offered by Candid are optional and such Tools are purely offered for convenience and usage of such Tools is not mandatory. You are solely responsible for transactions you make with Creators on the Platform, including honoring any payment obligations.
Candid does not refer Customers to or endorse or recommend particular Creators. Candid shall not be liable for any acts or omissions of Creators, Chats, or the ability of Creators to respond to Customers. We cannot ensure that a Creator will complete a transaction. You understand and acknowledge that Candid cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of Chats. Notwithstanding the foregoing, Candid reserves the right, but is not obligated, to refuse to post or to remove any content and/or remove any User’s access to the Platform for any reason, including violation of these Terms.
EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Platform and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g. in Canada., call 911). The Platform is not the appropriate venue to deal with such situations.
Use of the term “Creator” by Candid and on the Platform is only meant to describe Users who create one-on-one and group chats on the Platform, and not to guarantee any particular level of knowledge or experience of these Creators.
Candid is not responsible for mediating disputes between Customers and Creators.
Candid cannot warrant or guarantee a Creator’s purported identity and cannot and does not represent, warrant, or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users including Creators. You acknowledge that Candid will not be liable for any loss or damages caused by your reliance on any information or content contained in Chats.
Response Creators provide on the Platform are to be used by Customers for general information purposes only, not as a substitute for in-person evaluation or specific professional (medical, legal, veterinary, tax, financial, etc.) advice. No professional-client relationships shall be formed on the Platform. By answering questions, Creators do not intend to form, and do not form attorney-client or doctor-patient relationships with Users of the Platform. The laws, regulations, other governing authorities, standards, practices, and procedures that apply to your particular question may differ depending on your location and information typically discovered through in-person evaluations or visits. Communications on this Platform are not confidential and shall not be the subject of any associated privileges. Communications on this Platform are limited, as described above, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits.
3. Additional Services
Candid is only a venue which facilitates communication between Creators and potential Users of additional services. It does not provide any of the substance or content of any additional services initiated through Candid’s Platform.
Candid will in no way be liable for any acts or omissions of Creators in performing Additional Services (or any services) for you or any issues that may arise before, during, or after any Additional Service.
If you decide to accept additional services, you understand that by receiving such services, you are agreeing to the following terms and conditions:
- Candid is not involved in any agreements between you and any Creators from whom you choose to receive additional services.
- Candid does not form any attorney-client/doctor-patient/accountant-client relationship with any User through its question-and-answer platform or by virtue of any services.
- Candid does not guarantee that any Creator who contacts you can fulfill your request for additional Services.
- Candid is not a law firm, and it does not provide any legal advice, counsel, or recommendation to Users, nor is Candid a lawyer referral service.
4. Modification of Terms or Platform
Candid reserves the right, at its reasonable and sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing and becoming familiar with any such modifications. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. Use of the Platform by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not accept the changes, you must discontinue using the Platform.
Candid reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Platform or associated services (or any part thereof), with or without notice. Except for payments or refunds expressly available to you under these Terms (or as required by law), you agree that Candid shall not be liable to you for any modification, suspension, or discontinuance of the Platform.
5. Eligibility & Account Creation
You must create an account (“Account”) to access certain features of the Platform. You agree to provide accurate, current, and complete information that doesn’t infringe on the rights of others at all times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account password and for all activity that occurs on your Account, and you will notify Candid immediately of any unauthorized use. We are not liable for any losses by any party caused by an unauthorized use of your Account. You agree to keep your contact and billing information (including but not limited to email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information your Account. Your Account is nontransferable except with Candid’s written permission and in line with Candid policies and procedures. As permitted by applicable law, we may, but have no obligation (unless required by law) to ask Users to provide identification or information related to credentials for purposes of using the Platform.
6. Your Communication
Your communications on Third Party Communications Platforms are subject to the Third Party Providers terms of service. Your communications should not be regarded as private or confidential, nor are they protected by attorney-client, doctor-patient, or any other privilege, and Chats may be read, collected, and used by others.
You grant to Candid a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, or create derivative works thereof, that you have in your communications, in any media now known or not currently known, with respect to any such communications. This license shall survive termination of the Platform, these Terms, or your Account. Candid does not claim ownership rights in your Chats and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit your communications.
Any information or content publicly posted or privately transmitted through the Platform, including Third Party Platforms, is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we are not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use Chats or what actions you may take as a result of having been exposed to Chats, and you hereby release us from all liability for you having acquired or not acquired Chats through the Platform. While we may try to do so, we can’t guarantee the identity of any Users with whom you interact in using the Platform and are not responsible for which Users gain access to the Platform.
As a User of the Platform, agree you will not use the Platform for purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Candid. By way of example, and not as a limitation, you agree not to:
- Directly or indirectly manipulate, undermine, or disrupt the integrity of any User or other feedback ratings, reports, or systems on the Platform, including, but not limited to, by filing false reports about other Users;
- Establish a professional-client relationship on the Platform;
- Use the Platform for purposes of plagiarism in any context or in cheating in the academic setting;
- Create multiple Accounts on the Platform;
- Use another User’s account to access the Platform;
- Use methods to disguise your location or otherwise circumvent Candid’s tools to secure the Platform;
- Directly or indirectly engage in conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of Candid or Users or any other third party, including privacy rights, copyrights, or other intellectual property right;
- Directly or indirectly submit any linking to affiliate programs, multi-level marketing schemes, or off-topic content;
- Violate any federal, state, or local law, statute, ordinance, regulation, or ethical code;
- Engage in any behavior that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Submit any content containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Except as expressly authorized by Candid, solicit or otherwise request personal information from Users other than information strictly necessary to use the Platform for purposes of the Platform;
- Scrape, access, monitor, index, frame, link, or copy any content on the Platform by accessing the Platform in an automated way, using any robot, spider, scraper, web crawler, or using any method of access other than manually accessing the publicly-available portions of the Platform through a browser or accessing the Platform through any approved mobile application, application programming interface, or client application;
- Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform;
- 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;
- Advocate illegal activity or discuss illegal activities with the intent to commit them;
- Engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;
- Resell or make any commercial use of our system or the content on the Platform, including personal information, without our prior written consent;
- Provide information on any other websites about Candid, unless you expressly state that your statements are not made on behalf of and have not been approved by Candid;
- Falsely imply Candid’s endorsement, partnership, or otherwise mislead others as to your affiliation with Candid;
- Use the Platform in a way that violates or facilitates violations of these Terms, any other agreement or guidelines that govern use of the Platform or attempt to do any of the foregoing directly or indirectly.
- Recruit, solicit, or contact in any form Creators or Customers for employment or any other use not specifically intended by the Platform;
- Advertise or solicit inappropriate uses of the Platform including, but not limited to promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; and
- Access the Platform or content in order to build a similar or competitive website, product, or service.
You understand that violation of these rules or Terms more generally may result in the termination of your Account. You acknowledge and agree that Candid may terminate any Account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating your use of the Platform). Candid further reserves the right to report unlawful activity to law enforcement or other regulatory authorities.
You further understand that Candid has the right, but does not have any obligation, to monitor the use of the Platform and verify information provided by our Users.
8. Notice and Procedure for Making Claims of Copyright Infringement
Candid may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of users who infringe the intellectual property of others. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please contact us at [email protected]
9. Fees, Refund and Cancellation Policy
Membership & Membership Renewal. Memberships allow Customers to receive to the Platform for auto-renewing time periods (e.g., monthly) set forth at the time of sign up. Customers who elect to pay for memberships are hereinafter referred to as “Members” and your participation in the Platform is a “Membership.” Unless otherwise stated on your sign-up page, when you sign up for Membership, you agree that you are subscribing to an automatically renewing Membership requiring recurring payments at the stated frequency (e.g., monthly) at the then-current price until you cancel. You will be charged your first Membership fee and any applicable taxes on the date you purchase your Membership or, if applicable, after your free trial ends. Your Membership will automatically continue at the selected interval, and you will continue to be charged at the then-current price (including any applicable taxes), unless at least 24 hours prior to the end of the current Membership period: (a) you terminate your account; (b) you cancel your Membership (as described below); (c) we decline to renew your Membership; or (d) these Terms are otherwise properly terminated as expressly permitted herein. Membership fees are non-refundable except as expressly set forth in these Terms or in accordance with applicable law. If any Membership fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Membership. You will be responsible for paying all past due amounts. You acknowledge that billing may not occur on the exact same date of each month.
We reserve the right to change the terms of your Membership, including price or in scope Site Access Benefits, from time to time. We will attempt to provide advanced notice of any changes in Membership fees or prices prior to the next billing cycle, but this will not include notification of changes in applicable taxes. If you do not wish to accept a fee or price change, you may cancel your Membership in accordance with these Terms.
Sign Up Fees. Some Customers/Members may be charged a sign-up fee disclosed at the time of sign up for a Membership. The fee is automatically charged to the Member’s payment source provided on the Platform.
Membership Cancellation or Termination. When you cancel a subscription, you cancel only future charges associated with your membership. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. You can cancel your Membership at any time up to 24 hours before the end of the current billing period by (1) clicking the cancel membership button on either the help center page or your account’s membership page; (2) sending a written notice of cancellation via e-mail to [email protected]. No refunds will be provided for a partial Membership period, but you will continue to have access to the Site Access Benefits until the next billing cycle. Your can request a refund by contacting the Creator in the first instance. Creator’s will be provided an opportunity with any reasons they may have for not providing a refund to you. Any refund provided will be at the sole discretion of Candid. Notwithstanding any other terms, Candid reserves the right to cancel your Candid Membership in its entirety at any time and for any reason, with or without prior notice. In the event that Candid cancels a Candid Membership, it will refund the current period’s fee.
Trials & Promotions. We may offer promotional trial subscriptions to obtain a Membership on a trial basis or access Platform for free or at promotional rate, as well as referral discounts or similar free access to Member benefits when you refer a new user(s). If your subscription includes a free trial, you will not be charged the applicable fee during your free trial. To obtain the free trial, you will be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your subscription will automatically convert into a paid Membership and your payment method will be charged the applicable fee unless you have cancelled your Membership. You may cancel your Membership during your free trial to avoid being charged as described above.
If your subscription includes a promotional rate, you will be charged the promotional rate for the relevant number of billing periods and upon completion of that period, your subscription will continue to automatically renew at the full rate. You may only be permitted to use one free trial or discounted price offer. If your Membership is ever cancelled or terminated for any reason, and you purchase an additional Membership, you may not be eligible for a free trial or to take advantage of another discounted price offer.
Any promotional monies or credits placed into Customer accounts by Candid for use towards Site Access Benefits on the Platform remain the property of Candid (they never become the property of Customers and never become refundable to the Customer), and unless otherwise stated on the Platform or in an email to a Customer, will be usable only for thirty (30) days.
Additional Membership Terms & Changes. Members will be bound by their Membership Details so please be sure to review them carefully. We may change the Membership terms or fees at any time on a going forward basis in our discretion. If the pricing for your Membership increases, we will notify you, and provide you an opportunity to change your subscription before applying those changes to your account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Membership. Your continued use of the Platform after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your Membership. If you accept the new Membership subscription, its terms and conditions will apply for that renewal and all renewals going forward
Payment Information. When you provide payment information, you represent and warrant that the information is accurate and that you are authorized to use the payment method provided for any payments due, including Membership fees, service fees, and taxes. You acknowledge that we may process an authorization hold using your payment information in order to verify the information provided. You are responsible for keeping your payment details up to date by changing the details in your account setting. If your payment card details change or are due to expire, we may obtain or receive from your payment provider updated payment details including your card number, expiration date, and CVV (or equivalent). You authorize us to continue to charge your card using the updated information so that you can continue to receive your Membership.
If you do not pay any fees when due (for example, due to credit card expiration or insufficient funds), we may suspend or terminate your access to the Platform or your Membership. We also reserve the right to pursue any amounts you fail to pay in connection with your use of the Platform or your Membership.
Taxes. Creators are responsible for any and all applicable federal, state, and local taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) relating to the subject matter hereunder, excluding taxes based on Candid’s income.
10. Proprietary Rights and Limited License
All right, title, and interest in and to the Platform are and will remain the exclusive property of Candid and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Candid and its licensors. The Platform is protected by copyright, trademark, and other laws of both Canada and foreign countries. 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. Except as explicitly provided herein, nothing in this Creator Agreement gives you a right to use the Candid name or any of the Candid trademarks, logos, domain names, and other distinctive brand features. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
Subject to your complete and ongoing compliance with these Terms, Candid grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Platform. We reserve all rights not expressly granted to you by these Terms.
By sending us any feedback, comments, questions, or suggestions concerning Candid, the Platform, or us (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Candid and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Membership, these Terms, or your participation in the Platform.
12. Third Party Links & Services
The Platform may provide, or third parties may provide, links to other sites, applications, or resources. Because Candid has no control over such sites, applications, and resources, you acknowledge and agree that Candid is not responsible for the availability of such external sites, applications, or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Candid shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS. AND USEFULNESS OF ANY OPINION, RESPONSE, OR OTHER CONTENT AVAILABLE THROUGH THE PLATFORM, FROM THIRD PARTIES OR OBTAINED FROM A LINKED PLATFORM. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.
13. Duration and Termination of Agreement
Duration. The agreement between you and Candid reflected by these Terms is effective when you access the Platform (for example to create an Account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
Termination by Customers. Customers may terminate your service and account at your sole discretion and at any time by written notice via e-mail to [email protected] Terminations typically will be effective within seven (7) business days after our receipt of your termination notice, at which time your account will be closed and you will no longer enjoy access to your former account. Any fees accrued as of the effective date of termination will be payable according to the Terms. The procedure for Creators to terminate their accounts is set forth in the Creator Agreement.
Termination by Candid. At any time, with or without notice, for any or no reason, Candid reserves the right to modify or discontinue any portion or all of the Platform, and to restrict, suspend, and terminate Customers’ accounts. The procedure for termination by Candid of Creators’ accounts is set forth in the Creator Agreement.
Survival. Sections 2, 4, 6, 7, 8, 10, 11, 14, 16, 17, 18, 19, 21, and 23 of these Terms, and any other provisions that are necessary to effectuate those sections, shall survive termination.
14. Indemnity and Release
You agree to release and to indemnify, defend, and hold harmless Candid and its parents, subsidiaries, affiliates, and agents, as well as the officers, directors, employees, shareholders, and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs), claims, actions, inquiries, or investigations of any kind whatsoever arising out of or resulting from your use of the Platform, your violation of these Terms, and any of your acts or omissions that implicate publicity rights, defamation, or invasion of privacy. Candid reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Candid in the defense of such matter.
In the event that you have a dispute with one or more other users, you release Candid, its 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 related to such disputes and/or our Platform.
Neither Candid nor its licensors or suppliers 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 (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of Platform or products offered or purchased through the Platform. Products and Platform purchased or offered (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.
YOU ACKNOWLEDGE AND AGREE THAT CANDID DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR, REVIEW, AND/OR REMOVE USER OR CREATOR CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND CHECKS ON ANY USER. THE PLATFORM AND CONTENT ARE PROVIDED BY CANDID (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF 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, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, PLATFORM, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CANDID OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY USER. YOU UNDERSTAND THAT CANDID DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF CREATORS OR CUSTOMERS. CANDID MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. CANDID EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES. UNDER NO CIRCUMSTANCES WILL CANDID BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM, FROM THIRD PARTIES (SUCH AS CREATORS OR OTHERS) OR A LINKED PLATFORM, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS PLATFORM IS AT USER’S SOLE RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANDID OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY.
16. 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, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS PLATFORM AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, EXCEED ANY AMOUNT, IN THE AGGREGATE, HIGHER THAN 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 THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO CANDID’S DECISION TO ENTER INTO THE AGREEMENT BETWEEN CANDID AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
17. Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If you are using the Platform as a Creator (as defined in the Creator Agreement) with a dispute, claim, or controversy of any sort and of any nature (collectively, “dispute”) against Candid in your capacity as an Creator, then the arbitration agreement in the Creator Agreement applies instead of this one. If your dispute with Candid is made in your capacity as User who is not using the Platform in your capacity as a Creator, then the following dispute resolution provisions apply.
Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) Candid Including any dispute or controversy arising out of or relating to these Terms of Service, the Candid Platform or Candid Services, any interactions or transactions between (1) you and (2) Candid in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a “Dispute”), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.
Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and us agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be Ontario or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us. Candid will pay the reasonable arbitration costs.
Except to the extent restricted by applicable law, you and us agree that you and us will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of Candid.
Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.
18. Venue and Governing Law
For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Candid agree to submit to the personal and exclusive jurisdiction of any venue in the federal and provincial courts located in Ontario, Canada. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
The Terms and the relationship between you and Candid shall be governed by the laws of the Ontario without regard to conflict of law provisions.
19. Application License
Subject to your compliance with these Terms, Candid grants you a limited non-exclusive, non-transferable license to download and install a copy of Candid mobile app on a device that you exclusively control and to run such copy of the app solely for your own personal use. Candid reserves all rights in and to the app not expressly granted to you under these Terms.
If you have downloaded our app, you agree to promptly download and install any new version that we make available through the iTunes App Store or Google Play store, as applicable. Some new versions may contain updated Terms. Some new versions may contain security fixes and service improvements, whether or not we disclose that they do; accordingly, failure to promptly update your version of the App may in some cases expose you to increased security risks or Platform malfunctions.
Waiver and Severability. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Candid’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Candid’s right to exercise or enforce the Terms as to the same or another instance.
Assignment. You agree that Candid may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason, including, but not limited to, because your interaction with other users of the Platform, the pricing offered, and fraud mechanisms in place are based upon individual usage.
Notice. Candid may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.
No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
21. Contact Us
If you have questions about these Terms, please contact us in writing through Candid’s Help Center.