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Last Updated: April 14, 2022

Candex Solutions, Inc. (USA) and its worldwide affiliates (referred to below as “Candex”, “us”, “our”, or “we”) provide an online marketplace and collaboration tool (the “Platform”), which may be accessed via our website or through other systems, that allows users to exchange invoices, make payments, agree to commercial terms, communicate, and share files, particularly, but not exclusively, with respect to managing corporate vendor relationships, and provides compliance screenings, centralized billing and invoicing, and data tracking and reporting (collectively, the “Services”). These Terms of Use (these “Terms”) set forth the terms and conditions for your use of the Platform. By using the Platform, you represent that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy, which is incorporated here by reference. 
 
Although these Terms may be translated into languages other than English, and all such versions of the Terms are authentic, for legal purposes the text in English is to be given priority of interpretation. By using the Platform, you agree that even where communications relating to the Platform may be provided, at our discretion, in a language other than English, priority shall at all times be given to the English interpretation. We may amend these Terms at any time so we encourage you to check back here regularly. If you do not agree to these Terms (currently or as updated in the future), your sole and exclusive remedy is to stop using the Platform.
 
  1. General. For purposes of these Terms, a company using the Platform to manage aspects of its corporate Seller (defined below) relationships and payments is referred to as a “Buyer”. A provider of goods, materials, products, and/or services to a Buyer, or an entity or individual receiving money from a Buyer, is referred to under these Terms as a “Seller”. Individual employees or contractors of either Buyers or Sellers who utilize the Platform are sometimes referred to below as a “User” or collectively as “Users”. These Terms govern your relationship with us in all cases, unless the Buyer or Seller with which you are associated has separately negotiated and executed a services agreement with us which supersedes these Terms. We reserve the right to change, suspend, improve or discontinue any aspect, feature or capability of the Platform, temporarily or permanently, at any time.

  2. Grant of License. Subject to these Terms, Buyers and Sellers, and their respective Users, are granted a non-exclusive, limited license to use the Platform. Candex may terminate this license grant at any time for any reason or for no reason at all in which case a Buyer, Seller or User’s access to Platform and all Services will be terminated.

  3. Use of the Service
    1. Each Buyer and Seller represents and warrants to Candex that neither it nor any User it permits to register an Account (defined below), nor any person having a direct or indirect beneficial interest in Buyer or Seller, is (a) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Nations, the United Kingdom, the European Union, or any other governmental authority (collectively, “Sanctions”), (b) organized or resident in a jurisdiction, country, or territory that is the subject of comprehensive Sanctions, or (c) otherwise a party with which Candex is prohibited from dealing with under applicable laws.

    2. Each individual User needs to register with Candex and create an account (the “Account”). Buyers and Sellers are solely responsible for the activity that occurs on their individual User Accounts, and Users must keep their Account password secure. Please notify Candex immediately of any breach of security or unauthorized use of any Account. Buyers, Sellers, and Users, and not Candex, are responsible for any losses due to unauthorized Account usage.

    3. By providing us an email address, each User consents to our use of the email address to send Service-related notices, including any notices required by law, in lieu of communication by mail. Users may use the “Settings” located within the Platform to opt out of certain non-essential Service-related and marketing communications.

    4. Users shall not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” or other systems that access the Platform in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time using a conventional on-line web browser. Users should not share any personal data other than as necessary for their use of the Platform. Users shall not collect or harvest any Personal Data (as defined in the Privacy Policy), from the Platform, nor use the communication systems provided within the Platform for any commercial solicitation purposes.

    5. Candex may permanently or temporarily terminate, suspend, or otherwise refuse to permit User access to the Platform without notice and liability, if, in our sole determination, a User violates any of these Terms, including, without limitation, if a User takes any of the following prohibited actions: (i) attempts to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (ii) takes any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (iii) uploads invalid data, viruses, worms, malicious code or other software agents through the Platform; (iv) impersonates another person or otherwise misrepresents your affiliation with a Buyer or Seller; (v) commits any act of fraud or identity theft; (vi) interferes with the proper working of the Platform; (vii) bypasses the measures we may use to prevent or restrict access to the Platform; (viii) creates a database by systematically downloading and storing any or all content from the Platform; or (ix) uses the Platform or any part of the Service for any illegal or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to criminal or civil liability.
  4. Eligibility. The Platform and Services are intended solely for Users who are eighteen (18) years of age or older employed by or acting on behalf of Buyers or Sellers. Any registration, use, or access to the Platform by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms. If you are under 18, please do not register as a User or otherwise use the Platform.

  5. User Content
    1. Some areas of the Platform may allow Users to post payment instructions, invoices, messages and files, and share summaries to designated administrators of a Buyer or Seller (“Content”). Buyers, Sellers, and Users are considered the “information content providers” under 47 USC § 230(f)(3) and thereby bear sole responsibility for the Content that is uploaded, published, displayed, linked or otherwise made available (collectively “Post(s)”) through the Platform. Users should follow their company’s policies, guidelines, and procedures, and comply with all applicable law concerning Posted Content. Candex takes no responsibility and assumes no liability for any Posted Content.

    2. Content will be used by us only as needed to provide the Services, in accord with the Privacy Policy and applicable law. We do not have, nor claim, any ownership rights in or to the Content.

    3. If a User’s relationship with a Buyer or Seller is terminated, access to the Platform may also be terminated and any User Posted Content may be removed.

    4. Users shall not 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 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 a User does not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information that a User knows is not correct and current. Posted Content shall not violate third-party rights of any kind, including without limitation any intellectual property rights, or rights of publicity and privacy. We reserve the right to remove any Posted Content that violates these Terms or applicable law.

    5. Users shall not attempt to reverse engineer, decompile or disassemble any of the software embedded in the Platform.

    6. Users are solely responsible for their interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between or among Users.
  6. Transaction Services
    1. As a Buyer and/or Seller. Companies may utilize the Platform as both a Buyer and a Seller, though Candex retains the right to refuse access to the Platform to anyone. To utilize the Platform as a Seller, you must register and create an Account. To utilize the Platform as a Buyer, you must contact us directly for additional approval, setup, and coordination.

    2. Standard Transactions. Buyer issues an order for specified goods or services to Seller through the Platform (the “Order”). By accepting the Order, Seller must agree to Buyer’s contractual terms and conditions (the “Buyer-Seller Contract”). Seller then submits an invoice(s) addressed to Candex with a request for payment up to the amount authorized by Candex. After validating Seller’s invoice, verifying Seller’s banking information, and running compliance screenings, Candex issues a corresponding invoice to Buyer. Unless otherwise provided, applicable payment terms as indicated on the Order begin to run as of the date Candex submits an invoice to Buyer on behalf of Seller. After Candex receives the applicable payment from Buyer, Candex shall remit payment to Seller (the “Seller Payment”). Candex shall extract a processing fee (the “Candex Fee”) from the transaction, which may be borne by Buyer, Seller, or both Buyer and Seller. The Candex Fee will always be clearly shown to the responsible party. 
      1. Modified Approach to Standard Transactions in Limited Circumstances (“Reseller Model”). If required by applicable law and agreed to in advance by Candex, Candex may act as a reseller of a Seller’s goods or services to Buyer. In these instances only, Candex will enter into contractual terms directly with Seller on behalf of Buyer to effectuate the purchase of goods or services for the benefit of Buyer. In these cases, Seller expressly agrees that all representations, warranties and covenants (collectively, “Seller’s Warranties”) that Seller provides with respect to the applicable purchase of goods and services may be assigned by Candex to Buyer. Accordingly, in the event of a defect, deficiency, lateness or any other act or omission that may lead Buyer to assert a claim for a breach of Seller’s Warranties, Buyer shall have the express right to bring such claim directly against Seller and not against Candex, notwithstanding Candex’s role as reseller in the transaction. In no event shall Candex have any liability to a Buyer for a Seller's failure to perform services or deliver goods owed by Seller.
    3. Non-Standard Transactions. If agreed upon by Candex and the relevant Buyer, a Buyer may engage Sellers through the Platform without issuing a specific Order, a Buyer-Seller Contract, and/or without requiring Sellers to submit a formal invoice to Candex in connection with Seller requests for payment. In such cases, Sellers may still request payment through the Platform, and, as agreed upon between Buyer and Candex, Candex may issue an invoice to Buyer corresponding to Seller’s request for payment. The Platform shall still verify Seller banking information and perform compliance screening and, if approved by Buyer, remit payment to Sellers in accordance with these Terms.

    4. Acknowledgments. Both Buyer and Seller acknowledge that:
      1. Buyer, Seller, and Candex are each independent contractors to one another. 

      2. CANDEX MAKES NO REPRESENTATIONS CONCERNING, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, OBLIGATIONS, OR KNOWLEDGE REGARDING THE GOODS, MATERIALS, PRODUCTS, OR SERVICES FOR WHICH BUYERS ENGAGE SELLERS VIA THE PLATFORM. CANDEX IS NOT RESPONSIBLE TO BUYER FOR ANY REFUNDS OR CLAIMS ASSOCIATED WITH DEFICIENT GOODS OR SERVICES, FAILURE BY A SELLER TO COMPLY WITH THE BUYER-SELLER CONTRACT, OR INTENTIONAL FRAUD PERPETRATED BY A SELLER USER, NOR DOES CANDEX MAKE ANY OTHER TYPE OF GUARANTEE RELATING TO ANY REPRESENTATIONS AND WARRANTIES THAT MAY EXIST BETWEEN BUYER AND SELLER.

      3. Candex may refuse to process Seller Payments for any reason or no reason at all. If we refuse to process a Seller Payment, we will notify Buyer and Seller. In particular, though without limitation to Candex’s broader right of refusal, Candex reserves the right to delay or cancel the Seller Payment at any time if Seller fails applicable anti-money laundering screening, including in particular but not limited to Sanctions screening

        In addition, Candex will not make any of the following payments:
        1. Payments that appear to relate to any form of illegal activity, including without limitation, money laundering, terrorist financing, human trafficking, production and/or distribution of illegal substances or services or substances designed to mimic illegal drugs, or political corruption.

        2. Payments that do not appear to have a legitimate purpose.

        3. Payments that involve the use of an informal value transfer system, such as hawalas.

        4. Payments that appea‏‏‏r to circumvent currency controls.

        5. Payments related to virtual currency exchanges, administrators, or miners.

        6. Payments involving unlawful internet gambling.

        7. Payments involving foreign shell banks, as defined by the US Financial Crimes Enforcement Network.

        8. Payments involving adult-oriented products or services.

        9. Payments associated with payable through accounts.

        10. Payments involving third-party payment processors that resell their services to a third-party (e.g., agent or provider of Independent Sales Organization (ISO) opportunities or gateway arrangements) or provide downstream processing for services businesses, financial institutions or other intermediaries.
      4. Other than in the case of the Reseller Model, and solely with respect to the remittance of funds, by using the Platform and Services, (a) Seller appoints Candex as its agent for purposes of collecting the Seller Payment; and (b) Buyer appoints Candex as its agent for purposes of collecting any applicable refund. Seller, in the case of Seller Payments, and Buyer, in the case of refunds, acknowledges and agrees that payment of money to Candex for delivery to Seller or Buyer, as the case may be, satisfies and discharges payor’s obligations for such payment. 

      5. Buyers and Sellers, as applicable, are solely responsible for: (a) determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services, including without limitation value added taxes (“Taxes”); and (b) collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority.

      6. If prompted within the Platform, Seller must submit an invoice to Candex (including any applicable Taxes) and submit to Candex any documentation required by applicable law or under the Buyer-Seller Contract in order to receive the Seller Payment.  

      7. Candex will make the Seller Payment within three (3) business days of receiving the corresponding payment from Buyer. Candex is not liable to make the Seller Payment until Candex receives the applicable funds from Buyer. The Seller Payment shall be treated as received by Seller upon receipt by Candex for purposes of Buyer liability.

      8. Payment by Buyer to Candex of an invoice relating to an order for which Seller has invoiced Candex shall satisfy all payment obligations of Buyer in connection with such order. Seller shall look only to Candex for payment for such order. 

      9. Our security procedures, as discussed in these Terms and the Privacy Policy, are a commercially reasonable method of verifying Seller, Buyer, and User identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting your Account, and you are solely responsible for providing accurate instructions and keeping your Account password secure.
    5. Payment Disputes. Buyer or Seller shall promptly (but in any event within thirty (30) days of remittance of the applicable Seller Payment) notify Candex in writing of any mistakes, discrepancy, suspected fraud, or disputed amount (collectively, the “Disputed Amount”). Candex shall conduct an investigation with the reasonable cooperation of the Buyer and the Seller. Candex will then determine, at our sole discretion, whether the Disputed Amount was the result of Candex’s acts or omissions (“Determination”). If the Determination concludes that the Disputed Amount was not caused by the acts of omissions of Candex, then Candex shall not be liable for any damages associated with such Disputed Amount. Buyer and Seller will then have to resolve the Disputed Amount themselves, although Candex will cooperate as reasonably requested. 
  7. Company Administrator. Each Buyer or Seller may have one or more Users who are responsible for overseeing the use of the Platform (the “Company Administrator”). Candex may, but is not obligated to, offer alternative and/or additional services to Company Administrators. These include, but are not limited to, certain rights to obtain data exports of all communications and business activity in User Accounts. Company Administrators are solely responsible for ensuring that all uses of the Platform and all Services complies with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.


  8. Intellectual Property Rights
    1. Except for User-Posted Content, all intellectual property rights, including, without limitation, trademarks, trade dress, copyrights, patents, trade secrets and any other proprietary rights, in and to the Platform and Services and the software embedded therein (the “Candex IP”), are the exclusive property of Candex. Nothing in these Terms shall transfer ownership rights in or to the Candex IP to a Buyer, Seller, or User, other than the limited license grant set forth above. Use of the Candex IP for any purpose not expressly permitted by these Terms is strictly prohibited.

    2. You may choose to, or we may invite you to, submit comments or feedback about the Services, including without limitation, about how to improve the Services or our products (“Feedback”). You agree that Candex is free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any compensation. We may incorporate Feedback into the Platform or Services without restriction.
  9. Third-Party Websites or Services. The Platform may contain links to third-party websites or services that are not owned or controlled by Candex (“Third-Party Sites”). We assume no liability or responsibility for the content, privacy policies, or practices of the Third-Party Sites. If you access a Third-Party Site, you do so at your own risk. We encourage you to review the terms and conditions of use and privacy policy of any Third-Party Sites.


  10. Risks Using the Platform. Each Buyer, Seller, and User agrees and acknowledges that: (i) Candex does not and should not be expected to screen or censor any of the Posted Content; (ii) Candex has no control over the Content, its quality, legality, truth, or accuracy; (iii) Candex may monitor interactions among Users; and (iv) there are risks associated with your use of the Platform, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, or people acting under false pretenses. Candex shall not be responsible for any decisions made by any User. Candex cannot guarantee and does not promise any specific results from your use of the Platform or Services. No advice or information, whether oral or written, obtained by you from Candex shall create any warranty not expressly stated in these Terms.


  11. Security. As discussed in greater detail in our Privacy Policy, we have implemented commercially accepted technical and organizational measures designed to secure Personal Data 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 Data or Content for improper purposes.


  12. Promotional Activities. Candex may use the name of your company 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 notice@candex.com stating your preference not to be used as a reference.


  13. Indemnity. Each Buyer, Seller, and User agrees to defend, indemnify, and hold harmless Candex and its parents, subsidiaries, and affiliates, and each of their respective employees, contractors, agents, officers, directors, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, reasonable attorney’s fees) arising from: (i) use of the Platform and Services, including any data or work transmitted or received; (ii) the violation of any term of these Terms, including without limitation, a breach of any of the representations and warranties; (iii) the violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights; (iv) the violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any Content submitted via your Account; or (vi) any unauthorized third party access and use of the Platform with your unique username, password or other appropriate security code.


  14. No Warranty.  THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” 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: (A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; (D) THAT THE SERVICES WILL MEET REQUIREMENTS; (E) THAT THE PLATFORM OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (F) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; AND (G) THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE PLATFORM 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.


  15. Limitation of Liability
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CANDEX, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS 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, THE PLATFORM OR SERVICES. 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 PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. CANDEX’S MAXIMUM LIABILITY TO A BUYER SHALL BE THE LESSER OF THE CANDEX FEE FOR THE TWELVE (12) MONTHS PRIOR TO A CLAIM ARISING AND USD $100,000. CANDEX’S MAXIMUM LIABILITY TO A SELLER SHALL BE LIMITED TO THE AMOUNT OF THE SELLER PAYMENT AT ISSUE. THIS LIMITATION OF LIABILITY 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 APPLICABLE LAW.

    2. 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 THE PLATFORM OR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM 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 PLATFORM OR SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
  16. Termination. Buyers or Sellers may cease use of the Platform and Services for any reason or no reason upon 60 days’ prior written notice to Candex. In addition to the termination right set forth above, Candex may terminate Buyer, Seller, or individual User access to the Platform  immediately. Any early termination shall not reduce in any way the Candex Fee earned prior to termination, or affect completion of pending transactions in the Platform unless otherwise agreed to by Buyer and Candex.

  17. Privacy and Data Protection. Candex may handle Personal Data in accordance with the Privacy Policy and Appendix A of these Terms, which is incorporated in-full and forms part of these Terms to the extent necessary. For all data provided by Buyer or Seller, Buyer or Seller, as applicable, assume sole responsibility for providing any notices and/or obtaining consents for the use of any personal data with the Service as may be required under applicable privacy and data protection laws, including, without limitation, the European Union’s General Data Protection Regulation (“GDPR”). 

  18. Miscellaneous
    1. Compliance with Laws. Buyers, Sellers, Users, and Candex (“Parties”) shall each comply with applicable laws and regulations. No party will violate any international anti-bribery principles as embodied in the UN Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any applicable national anti-bribery laws including but not limited to the US Foreign Corrupt Practices Act and UK Bribery Act 2010 and/or be required to undertake any activity that would otherwise violate any applicable laws or regulations. The Parties have not and will not, directly or indirectly, offer, promise, authorize, solicit, pay, or give anything of value (including money) to: (a) influence any acts, decisions, or omissions made by any government official to obtain or retain business or secure an improper business advantage; (b) induce any individual to act improperly in violation of his or her duty; or (c) induce any government official, or any other individual, to use his or her influence on a government, government official instrumentality, or private entity to commit an improper act or to obtain or retain business.

    2. Relationship of the Parties. All Parties are independent contractors and as such will not have any authority to bind or commit another party. Nothing in these Terms shall be deemed or construed to create a joint venture, fiduciary or agency relationship between or among the Parties for any purpose.

    3. Governing Law; Dispute Resolution. These Terms shall be governed by the laws of the State of New York (USA), without respect to its conflict of laws principles. All disputes arising out of or in connection with these Terms shall be submitted to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by one arbitrator appointed in accordance with the Rules. The arbitration proceeding shall be conducted in New York, New York (USA) in the English language. The decision of the arbitrator shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the dispute. All Parties waive any and all right to a jury trial for any dispute arising from these Terms.

    4. Notification Procedures. Candex may provide notifications, whether such notifications are required by applicable law or are for marketing or other business-related purposes, to Buyers, Sellers, or Users via email, regular mail, or through posting of such notice on the Platform or our website, provided that Candex has received all required consents and authorization.

    5. Cumulative Remedies. All of Candex’s rights and remedies are cumulative under these Terms, not alternative, and the exercise of any right or remedy by us will not eliminate or limit our ability to exercise any other right or remedy available at law.

    6. Severability. Should any one or more of the provisions of these Terms be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    7. Waiver. A delay or omission by any party to exercise any right under these Terms shall not be construed to be a waiver of such right. A waiver by any party of any of the performance provisions of these Terms, or any breach with respect to such performance, shall not be construed to be a waiver of any succeeding performance or breach.

    8. Force Majeure. Candex will not be liable for any delay or failure to perform to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond Candex’s reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God, epidemic, pandemic, and/or inclement weather.

    9. Surviving Obligations. Upon the cessation of the use of the Platform and Services, the terms and/or obligations which by their nature are intended to survive will survive, including, without limitation, those relating to indemnification, disclaimer of warranties, and limitation of liability.

    10. Entire Agreement. With the exception of any signed service agreements directly between a Buyer or Seller and Candex, these Terms, together with any other legal notices, exhibits and agreements published by Candex, shall constitute the entire agreement concerning a Buyer, Seller, or User’s use of the Platform and Services.
                                                                                               Appendix A
                                                                             Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Candex Terms of Use (collectively, the “Agreement”) between you (“Customer”) and Candex. This Addendum shall apply to Personal Data, as defined below, that you provide to Candex in connection with the Services.
  1. Definitions

    1. Unless otherwise defined in this DPA, capitalized terms shall have the same meaning as provided in the Terms of Use.

    2. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. Note that “Controller” is used in this DPA to cover all entities or individuals that serve this role, notwithstanding that certain Data Protection Laws may use other terminology.

    3. “Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws; in each case as amended, repealed, consolidated, or replaced from time to time.

    4. “Data Subject” means the individual to whom Personal Data relates.

    5. “End User Data” means Personal Data relating to any individual using the Service on behalf of Customer. European End User Data means European Data consisting of End User Data.

    6. “Europe” means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.

    7. “European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

    8. “European Data Protection Laws” means data protection laws applicable in Europe, including (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU General Data Protection Regulation” or “GDPR”); (ii) GDPR as it forms part of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iii) Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance; in each case, as may be amended, superseded, or replaced.

    9. “Personal Data” means information relating to an identified or identifiable individual. “User Data” means Personal Data relating to Customer’s users of the Services.

    10. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed.

    11. “Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction or erasure of Personal Data.

    12. “Processor” means a natural or legal person, public authority, agency, or other body which Processes Personal Data on behalf of the Controller. Note that “Processor” is used in this DPA to cover all entities or individuals that serve this role, notwithstanding that certain Data Protection Laws may use other terminology.

    13. “Subprocessor” means an entity engaged by a party to provide Processing services.
  2. Compliance with Laws. Within the scope of the Agreement and in the use or provision of the Services, the parties agree to comply with all requirements that apply under applicable Data Protection Laws with respect to the Processing of Personal Data.

  3. Confidentiality. Candex will ensure that any personnel authorized to Process Personal Data are subject to appropriate confidentiality obligations with respect to that data.

  4. Candex's Processing of Personal Data.
    1. Candex will collect, use, and share Personal Data as set forth in its Privacy Policy.

    2. Candex will Process End User Data only for the purposes of providing the Services in accordance with Customer’s written instructions per the Terms of Use, this DPA, and in accordance with applicable Data Protection Laws.
  5. Information Security. Candex will use commercially reasonable security procedures designed to provide an industry-level of security and prevent unauthorized access to or disclosure of Personal Data.

  6. Personal Data Breach. In accordance with applicable Data Protection Laws, Candex will notify Customer without undue delay after becoming aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by Customer. At Customer’s request, Candex will promptly provide such reasonable assistance as necessary to enable Customer to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects to the extent Customer is required to do so under applicable Data Protection Laws.

  7. Data Subject Requests. Candex agrees to promptly cooperate and provide commercially reasonable assistance to Customer to enable Customer to respond to requests from a Data Subject seeking to exercise their rights under applicable Data Protection Law.

  8. Subprocessors. Where Candex engages any Subprocessor to Process Personal Data on its behalf, it will enter into a written contract with the Subprocessor that contains security terms substantially similar to those set out in this DPA and requires the Subprocessor to maintain the security and confidentiality of any Personal Data it Processes on Candex’s behalf.

  9. Verification of Compliance. Upon Customer’s written request, and subject to Customer agreeing to confidentiality terms, Candex will make available copies of the most recent audit report for ISO/IEC 27001 (or similar report), so that Customer can verify Candex’s compliance with the audit standards against which it has been assessed, and this DPA.

  10. Return or Deletion of Data. On termination of the Agreement for any reason, Customer will have thirty (30) calendar days to request a download of Customer’s transaction history by contacting Candex. In the event Customer does not contact Candex for this purpose within 30 calendar days after the end of the provision of the Services, Candex will delete or de-identify Personal Data except for (i) back-ups deleted in ordinary course, and (ii) retention as required for legal, regulatory, and compliance purposes. In the event of either (i) or (ii), Candex will continue to comply with the relevant provisions of this DPA until such data has been deleted.

  11. Additional Provisions for European Data
    1. Scope. This Section will apply only with respect to European Data, if applicable to the Services.

    2. Roles of Parties. The Parties acknowledge and agree that they are each a Controller for purposes of European Data Protection Law and that they act as independent Controllers with respect to Personal Data Processed as part of the services.

    3. Cooperation. The parties agree to provide each other with commercially reasonable assistance with any data protection impact assessments or prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.

    4. Transfer Mechanism for Data Transfers. If the Services will require the transfer of European Data outside of Europe, the parties acknowledge and agree that such transfers will be made pursuant to the standard contractual clauses for the transfer of personal data to third countries pursuant to regulation (EU) 2016/679, as approved by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“SCCs”).

    5. Subprocessors. Notwithstanding the provisions of section 8 of this DPA, Customer provides Candex with general authorization to engage Subprocessors to process European End User Data on Customer’s behalf. Upon Customer’s request, Candex will provide a list of Subprocessors processing European Data consisting of End User Data. If Customer objects to the appointment of a Subprocessor, it must notify Candex within thirty (30) days of such notice and work in good faith with Candex to find an alternative solution.
  12. General Provisions
    1. Amendments. Subject to the Terms of Use, Candex may, in its sole discretion, modify, change or terminate this DPA, as reasonably determined by Candex is necessary to address the requirements of applicable Data Protection Laws.

    2. Severability. If any individual provision of this DPA is determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

    3. Indemnity. The indemnities arising out of or related to this DPA are limited to those indemnities stated in the Terms of Use.

    4. Limitation of Liability. Candex’s liability arising out of or related to this DPA is subject to the provisions on limitation of liability stated in the Terms of Use.

    5. Order of Precedence. With regard to the subject matter of this DPA, in the event of inconsistencies conflicts between this DPA and the Terms of Use, the provisions of this DPA will control. All other provisions of the Terms of Use apply to this DPA.

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