THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE: PLEASE READ IT CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND CANDID WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCESS DESCRIBED IN SECTION 15 BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER INANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 15.
These Terms, along with any applicable Customer Agreements, form a binding legal agreement between you and Candid in relation to your use of the Services. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS THE SERVICES AND REMOVE ANY ASSOCIATED SOFTWARE APPLICATION FROM YOUR DEVICE. You can review the most current version of these Terms at any time at www.joincandidhealth.com/terms-of-use. To the extent of any conflict between a provision of these Terms and a provision of an applicable Customer Agreement, the Customer Agreement provision controls.
2. Your Agreement to these Terms
BY CLICKING “I ACCEPT”, “I AGREE” OR SIMILAR, OR BY ACCESSING OR USING ANY THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I accept”, “I agree” or accepting a similar prompt, or accessing or using any Services, you also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of any Services or who will be using the services under your account. If you do not agree to these Terms, you are not authorized to use any Services.
3. Changes to these Terms
From time to time, Candid may change, remove, or supplement these Terms. Where required by applicable law, Candid will provide notice via email, your account or the Services regarding material changes to these Terms. If you do not agree to the updated Terms, Candid may restrict your further use of the Services without liability to you. If you continue to use the Services after the effective date of the updated Terms, you will be bound by the updated Terms.
4. Content Available through the Services
Provided as-is: You acknowledge that Candid does not make, and specifically disclaims, any representations or warranties about the material, data, and information (collectively, the “Content”) to which you may have access as part of, or through your use of, the Services. ALL CONTENT IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. Under no circumstances is Candid liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services.
You agree that you are solely responsible for your reuse of Content made available through the Services, including providing proper attribution or obtaining proper consents for Your Content (defined below). You should review the terms of applicable licenses before you use the Content so that you understand the applicable restrictions. As between you and Candid, all Content (except for Your Content), including any Services, downloadable software, and all data that accompanies the Content, are solely owned by Candid. By using the Services, you agree that you will not in any way reproduce or damage the Services (including any underlying software or code) or Content contained therein. Except as expressly authorized by these Terms, an applicable Customer Agreement, You agree not to (i) use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit the Services or Content or any portion there off or use in any publications, in public performances, or on websites for any other commercial purpose, (ii) use the Services or Content or any portion thereof in connection with products or services or for any purpose, nor (iii) use the Services or Content or any portion thereof in any manner that is likely to cause confusion among consumers, that causes harm, disparages or discredits Candid, that dilutes the strength of Candid's Intellectual Property Rights, or that otherwise infringes Candid's Intellectual Property Rights.
From time to time, we may restrict access to our Content or the Services without further notice, but subject to any applicable Customer Agreement. You acknowledge that Candid may in its sole discretion modify, remove, or cease providing the Content to you at any time in our sole discretion and without further notice to you.
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. Candid has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
5. Content Supplied by You
Your responsibility: You represent, warrant, and agree that no Content posted or otherwise shared by you on or through any of the Services(“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal, Intellectual Property Rights or other proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.
You acknowledge, represent and agree that Your Content is submitted voluntarily and is not confidential or proprietary except to the extent submitted under a Customer Agreement, and that Your Content does not establish a relationship between you and us. You hereby grant Candid and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of Your Content, except as otherwise prohibited by applicable law, a Customer Agreement or these Terms. You waive any right to compensation of any type for Your Content. You represent and warrant that you have all the rights necessary to grant the rights in this Section 5 and that use of Your Content by Candid does not violate any law.
Removal: Candid may, but is not obligated to, review Your Content and may delete or remove Your Content (without notice) from any of the Services in its sole discretion (but subject to any applicable Customer Agreement). Removal of any of Your Content from the Services (by you or Candid)does not impact any rights you granted in Your Content under the terms you grant herein. However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6. Registered Users:
Registered Users: By registering for an account through any of the Services, you represent and warrant that you are the age of majority in your jurisdiction (typically age 18). You further represent and warrant that you are not a Specially Designated National or other U.S. Department of Treasury or Department of Commerce denied party or excluded from federal health care programs or other government programs, nor are you prohibited from using the Services under any U.S. or foreign export law. The Services offered to registered users are provided subject to these Terms and any terms specified on the relevant Website(s).
Registration: You agree to (a) only provide accurate and current information, (b) maintain the security of your passwords and user name,(c) promptly update the email address listed in connection with your account to keep it accurate so that we can contact you, and (d) be fully responsible for all uses of your account resulting from your acts or omissions. You must not set up an account on behalf of another individual or entity unless you are authorized to do so. It is a condition of your use of the Services that all the information you provide on or in connection with the Services is correct, current, and complete.
Security: If you choose, or are provided with, a user name, password, or any other piece of information as part of our access control and other security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services. You shall notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also shall ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Account Termination: Candid reserves the right to modify or discontinue your account at any time for any reason or no reason at all subject to any applicable Customer Agreement. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.
7. Prohibited Conduct
You agree not to engage in any of the following activities:
7.1. Violating laws and rights:
You may not (a) use any Service for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating Intellectual Property Rights, confidentiality, or privacy rights, or (c) use any Service in violation of any applicable Customer Agreement.
You may not use the Services or any Content provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of targeted or blanket solicitation.
You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other ’individual’s or entity’s use and enjoyment of the Services; including (a) uploading or otherwise disseminating any virus, adware, spyware, ransomware or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.
7.4. Harming others:
You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act. You may not intimidate or harass another through the Services. You may not post or transmit any personally identifiable information about persons under 13 years of age on or through the Services.
7.5. Impersonation or unauthorized access:
You may not impersonate another individual or entity, or misrepresent your affiliation with a Customer or other individual or entity when using the Services. You may not use or attempt to use another’s account or personal information. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking, password mining or any other means.
8. Ownership of Intellectual Property
Except for Your Content, you acknowledge and agree that the Services and Content, including but not limited to the software, code, architecture, design, user interface, graphics, including any use of any Candid brand, trademarks, copyrights, patents, or other protected or unprotected intellectual property (collectively, “Intellectual Property Rights”) are owned by Candid or its licensors and suppliers and is protected by applicable Intellectual Property Rights laws.
Except as provide in these Terms or in an applicable Customer Agreement, you are not granted a license or any right, title, or interest in any Intellectual Property Right use in or made available through the Services.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content or the Services without our prior written consent. The Candid name, the Candid logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Candid or its affiliates or licensors. You must not use those marks without the prior written permission of Candid. Any other names, logos, product and service names, designs, and slogans of the Services are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content through your use of the Services. All rights not expressly granted in these Terms or an applicable Customer Agreement are reserved exclusively by Candid.
9. Monitoring and Enforcement of Terms
We have the right to:
- Remove or refuse to post any Your Content for any or no reason in our sole discretion.
- Take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms or an applicable Customer Agreement, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the Websites or Services or the public, or could create liability for Candid.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CANDID AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
10. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANDID OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES), INCLUDING ANY THIRD-PARTY SERVICES AS-IS AND AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF ACCURACY,RELIABILITY, AVAILABILITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CANDID DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, ORTHAT ANY SERVERS USED BY CANDID ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CANDID OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OTHER AGENTS,LICENSORS OR PROVIDERS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL,DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER SPECIAL CATEGORIES OF DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME,LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY AND EVEN IF CANDID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SUBJECT TO THE FOREGOING LIMITATIONS, YOUR RECOVERY OF ANY DIRECT DAMAGES IS LIMITED TO THE LESSER OF WHAT YOU PAID FOR THE SERVICES OR USD $50.00.
Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS,THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
To the extent not prohibited by law, you agree to indemnify and hold harmless Candid and its affiliates, employees, officers, directors, other agents, licensors and providers from and against any and all claims, damages, expenses, costs, including reasonable attorneys’ fees, and other losses resulting directly or indirectly from or arising out of (a) your violation of these Terms, (b) your use of any of the Services, (c) the Content you make available on any of the Services, or (d)your violation of any other individual’s or entities’ rights or applicable law.
By Candid: Candid may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services maybe terminated by Candid at any time and for any reason.
By you: If you wish to terminate these Terms, you may immediately stop accessing or using the Services at any time.
Automatic upon breach: Your right to access and use the Website terminates automatically upon your breach of any of these Terms.
Termination under Customer Agreement: We may terminate (or suspend) your right to access or use a Service if permitted by an applicable Customer Agreement.
Survival: The disclaimer of warranties, indemnification, limitation of liability, dispute resolution provision, and this provision will survive any termination. The license grants applicable to Your Content are not impacted by the termination of these Terms and shall continue in effect subject to the terms of the applicable license.
15. Dispute Resolution
Agreement to Arbitrate
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right:(i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other Intellectual Property Rights (the action described in clause (ii) is an “IP Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-Out Notice”) by email at firstname.lastname@example.org or by regular mail to 315 Montgomery Street, 9th Floor, San Francisco, CA 94104 within 30 days following the date you first accept these Terms, if you have not registered for an account, then within 30 days following the date you first use our Services.
If you do not provide us with an Arbitration Opt-Out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute, except as expressly set forth in (i) and (ii) above.
The exclusive jurisdiction and venue of any IP Action or, if you timely provide us with an Arbitration Opt-Out Notice, will be the state and federal courts located in Sheboygan County, Wisconsin, and each of the parties to these Terms waives any objection to jurisdiction and venue in those courts.
If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in Sheboygan County, Wisconsin. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of these Terms.
Nothing contained in this arbitration provision shall affect any rights our Customers have pursuant to a Customer Agreement.
Jury and Class Action Waiver
Unless you timely provide us with an Arbitration Opt-Out Notice, you acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree with us in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Procedures and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution section. (The AAA Rules are available at https://adr.org/rulesor by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to begin arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will either be a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If you claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings on which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
16. Miscellaneous Terms
Choice of law: These Terms (and all Disputes) are governed by and construed by the laws of the State of California in the United States, not including its choice of law rules.
Electronic Notice and Electronic Signature: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). Candid may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You may contact us through email at email@example.com if you have any questions regarding any Communication. You further consent and agree that your use your finger, a key pad, mouse or other device to select an item, button, icon or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
No waiver: Either party's failure to insist on or enforce strict performance of any of these Terms will not be construed as a waiver of any provision or right.
Severability: If any part of these Terms is held to be invalid or unenforceable by any law or regulation or final determination of the arbitrator, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. If any provision of these Terms are so held invalid or unenforceable by a court of competent jurisdiction, in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the parties intent.
Relationship of parties: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Candid as a result of these Terms or from your use of any of the Services. You may not enter into any contract on our behalf or bind us in any way.
Assignment: Candid may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use Services or its Content, and any attempt by you to do so is void.
Integration: These Terms and any applicable Customer Agreements constitute the entire agreement between you and Candid relating to this subject matter and supersede any and all prior communications and/or agreements between you and Candid relating to access and use of the Services.