Effective as of September 10, 2018
Candex is a collaboration and payment tool where users communicate, share files, exchange invoices and payments, and track business relationships. Users can create internal or private activities, and invite others to participate from inside or outside their company. Users can use cross organizational activities to collaborate and exchange information about payments and business relationships within their own organization (“Organization”, or “Company”). We reserve the right to change, suspend, improve or discontinue any aspect, feature or capability of the Service, temporarily or permanently, at any time.
Grant of License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Candex reserves all rights not expressly granted herein in the Service and the Candex IP (as defined below). Unless otherwise set out in a specific agreement with your Company or with you, Candex may terminate this license at any time for any reason or for no reason at all.
Use of Our Service
You will need to register with Candex and create an account. Your account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. After verifying your email, you will join the same Organization as others who share your email domain. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Candex immediately of any breach of security or unauthorized use of your account. Although Candex will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Candex or others due to such unauthorized use.
By providing Candex your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your "Settings" on the Service to opt out of many Service-related communications.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Service in a manner that sends more request messages to the Candex servers than a human can reasonably produce in the same period of time using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes.
Candex may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Candex’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service. Upon termination for any reason, you continue to be bound by this Agreement.
This Service is intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Service by anyone under 18 is unauthorized, unlicensed, and in violation of this Agreement. Candex may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, if it believes that you are under 18. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Restrictions on Use of the Website
You retain all rights to and are entirely responsible for the content you post to the Service. When you post content to the Service, you represent and warrant that your access to and use of the Service will be in accordance with this Agreement and with any applicable laws or regulations; you agree not to attempt to reverse engineer, decompile or disassemble any of the software embodied in the Service.
Some areas of the Service may allow Users to post messages and files to anyone, and share briefings within their Organization (“Content”). You are solely responsible for the Content that you upload, publish, display, link to or otherwise make available (“Post”) through the Service, and you agree that Candex is only acting as a platform for sharing your Content. Users should follow their Company's policies, guidelines, and procedures concerning the Content they post to the Service.
You agree not to post Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy.
Candex takes no responsibility and assumes no liability for any Content that you or any other Users or third parties Post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Candex is not responsible for any public display or misuse of your Content. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Candex shall not be liable for any damages you allege to incur as a result of such Content.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Candex works in all countries but in certain countries, as listed on www.candex.com/countries, people or companies buying goods or services ("Buyers") may use Candex as a Managed Service Provider (“MSP”), where Buyers make payments through Candex ("Payments") intended for the people or companies selling them goods or services ("Sellers"). As an MSP, Candex provides centralized billing and invoicing, secure collaboration and file sharing, and data processing and reporting services that meet stringent regulatory and privacy requirements.
Payments on Candex must be agreed by both Buyers and Sellers. Buyers or Sellers submit the total amount due for a Payment through Our website, including details of the goods or services delivered with supporting documentation. When the Buyer and Seller accept the details of a payment, the Buyer shall be invoiced by and make payment to Candex for the total of the Payment and Candex will be invoiced by and make payment to the Seller for some portion of the Payment ("Subcontractor Fee") which is the total Payment less a Candex processing fee ("Candex Fee"). The Candex Fee can vary and is always clearly shown on Our website when payments are requested and accepted.
Where Candex is used as an MSP, both Buyer and Seller acknowledge that:
- Seller is an independent subcontractor to Candex and in order to provide its services, Candex is an intended third-party beneficiary of any agreement made directly between Buyer and Seller or agreed electronically between Buyer and Seller through Our Website.
- Candex will transfer Subcontractor Fees to Sellers within 3 business days of receiving the Payment from Buyer. To receive a Subcontractor Fee, Seller must submit an invoice to Candex for the Payment (including any applicable taxes) and submit to Candex any documentation required by law to complete the disbursement.
- When a Buyer makes a Payment to Candex, it releases the Buyer from any obligation to make that payment directly to the Seller and Candex incurs an immediate obligation to pay Seller a corresponding Subcontractor Fee.
- Candex is not liable to Buyer for any refunds or other type of guarantee which are agreed between the Buyer and Seller. And Candex is not liable to pay Seller any Subcontractor Fee until it receive funds from the Buyer for a corresponding Payment.
- Buyers and Sellers shall be solely liable for any taxes required by law (including value added taxes and withholding taxes) imposed or levied by any applicable jurisdiction with regard to buying and selling of services and use of the website.
Candex can refuse to process any Payments for any reason or no reason at all. If we refuse to process a payment, then the Seller will need to invoice the Buyer directly.
Except for your Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Candex IP”), and all intellectual property rights related thereto, are the exclusive property of Candex and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Candex IP or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Candex under any fiduciary or other obligation, that we are free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any additional compensation to you.
Third-Party Websites or Services
Risks Using the Website
You agree and acknowledge that: (i) Candex operates as a network and cannot, does not and should not be expected to screen or censor any of the Content uploaded; (ii) Candex has no control over the content, quality or legality of the information posted, the truth or accuracy of the listings, the ability of service providers introduced by Users to perform the services described and Candex makes no representations about any content on the Service; (iii) Candex may monitor interactions between you and other users of the Service in an effort to improve the quality of our services or handle any issues that may arise; and (iv) There are risks associated with your use of the Services, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. Though Candex may be directly or indirectly involved in the interaction between service providers on the Service or with you or your Company, Candex is not an agent with respect to your use of the Service and Candex shall not be responsible for any decisions made by you or your Company. Candex cannot guarantee and does not promise any specific results from your use of the Service. No advice or information, whether oral or written, obtained by you from Candex or the Service shall create any warranty not expressly stated herein.
We have implemented commercially accepted technical and organizational measures designed to secure your personal information and Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and Content for improper purposes. You acknowledge that you provide your personal information and post Content at your own risk.
You agree that Candex may use your name as a reference for marketing or promotional purposes on Candex's website and in communication with existing or potential Candex customers. You may at any time send an email to email@example.com stating your preference not to be used as a reference.
You agree to defend, indemnify and hold harmless Candex and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of any country as applicable to you and Candex; (v) any claim or damages that arise as a result of any of your User Content submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CANDEX, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
CANDEX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE AND CANDEX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CANDEX, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CANDEX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANDEX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CANDEX, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CANDEX HEREUNDER.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CANDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Candex without restriction.
This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Candex that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in New York, NY.
Candex may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Candex in our sole discretion. Candex reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
This Agreement, together with any other legal notices and agreements published by Candex via the Service, shall constitute the entire agreement between you and Candex concerning the Service (although your Company may also have agreed to be bound by additional terms). If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Candex’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.