Terms of Use
Last Modified: August 27, 2020
Welcome to Candoo’s (“Candoo”) website (the “Candoo Site”) and/or Service (defined below), owned and operated by Candoo PBC (“Candoo,” “we,” or “us”). Candoo provides in-person and remote tech support and and training designed to help older adults stay independent, safe and connected. Our goal is to improve the lives of older adults by making existing technology more accessible and curating new technologies designed for older adults. We offer adult children and caregivers the peace of mind to know that their loved ones are using technology to stay safe, secure and engaged.
These Terms of Use (these “Terms”) govern the following: Your (i) use of the Candoo Site; (ii) use of Candoo’s in-person, phone, remote or online services; (iii) purchase of services including but not limited to an Initial Visit, Membership, Additional Visits, technology installation and setup, online and remote visits and Candoo Learning (each defined and set forth here https://www.candootech.com/services, and together, the “Offerings”); (iv) use of and access to any and all software provided on or in connection with (i) – (iii) (together (i) – (iv), the “Service”). In addition, these Terms and/or the applicable Order (defined below) govern and describe the in-person, phone, remote or online, and mobile technical support, services, and pricing that we may provide. In the event of any conflict or inconsistency between the applicable Order and these Terms, the applicable Order will control with respect to pricing and the description of the Service.
We will provide services and benefits to: (1) the older adult who purchases certain Offerings directly (“Subscriber”), (2) the individual or entity that purchases certain Offerings on behalf of the Subscriber (“Purchaser”) and/or (3) the people who reside at the Subscriber’s primary residence; the location of the primary residence associated with the Services must be in the U.S. (“Service Address”).
By placing an Order, accessing or using the Service, signing these Terms, or clicking a button marked “Order Now”, “Purchase”, “Subscribe”, “Accept” or something similar, you signify that you have read, understood, and agree to be bound by these Terms and to the collection and use of your information as set forth in the Candoo Privacy Policy, which is hereby incorporated by reference. These Terms apply to all visitors, users, and others who register for or otherwise access the Candoo Site or Service, including Purchasers, Subscribers and Authorized Viewers, as defined below (collectively, the “Users”). If you are a Purchaser and are purchasing the Service on behalf of and for the benefit of a Subscriber, you must also review these Terms before you place an Order, access or use the Service, or click a button marked “Subscribe” or something similar, to indicate that you have reviewed and agree to the Terms. You agree that any and all Users must agree to and comply with these Terms. An “Order” means Candoo’s approved ordering document, online, or other process describing the Service you are ordering from Candoo. As applicable, the Order will identify: (i) the Offering, (ii) the Membership Term (if applicable), and (iii) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment.
Certain services may be subject to additional terms and conditions specified by us from time to time, and your use of such services is subject to those additional terms and conditions, which are hereby incorporated into these Terms by reference.
We will provide the Service to you as described in these Terms, including support, if applicable, for your consumer electronics, products regardless of whether the products were purchased from us. For the sake of clarity, any Service provided in connection with your consumer electronics and appliances is not a guarantee, warranty, or extended warranty that such products will not contain defects or that we can repair any item or that we will replace or provide a refund of your product’s purchase price in the event your product cannot be repaired.
Please read this agreement carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
1. Use of the Service
A. Eligibility
This is a contract between you and Candoo. You must read and agree to these Terms before using any part of the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Candoo, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Candoo.
B. Purchaser Representation
If you are a Purchaser purchasing the Service on behalf of another User, you represent and warrant to Candoo that you have the full right, power, and authority to enter into these Terms, receive information related to the Service on behalf of the User, and grant the rights hereunder. You further represent and warrant that you have the legal right, power, and authority to consent to these Terms on behalf of the User and yourself, and you are at least 18 years of age. You have read, and understand, the Terms. By signing below, you hereby consent to and approve the User’s execution of these Terms, and agree that both the User and you will be bound by all of its Terms.
C. Membership and Other Offerings
Subject to these Terms, we will provide the following standard-level in-person, phone, or web-based technical support, training, and services, as applicable; provided that all in-person visits will be in Candoo’s sole discretion and may be suspended for any or no reason: https://www.candootech.com/services
D. Service
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Candoo reserves all rights not expressly granted herein in the Service and the Candoo Content (as defined below). Candoo may terminate this license at any time for any reason or no reason.
E. Candoo Accounts
Your Candoo account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. You may have the option to designate people that you would like to be able to view information and reports regarding your use of the Service (“Authorized Viewers”). You are solely responsible for the activity that occurs on your Candoo account.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Candoo immediately of any breach of security or unauthorized use of your account. Candoo will not be liable for any losses caused by any unauthorized use of your account.
By providing Candoo your email address or permitting Candoo to create an email address on your behalf, 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. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by emailing support@candootech.com. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
F. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Candoo servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Candoo grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Candoo Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Accessing any audiovisual content that may be available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Service. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
All Memberships and Candoo offerings, other than Quick Support, are subject to a twenty-four (24) hour cancellation policy. Users may cancel or change a reservation for a visit (the “Reservation”) up until twenty-four (24) hours before it begins. Within twenty-four (24) hours of the Reservation start time, it is no longer possible to cancel or move your Reservation, and you will be billed for the entire Reservation.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
You are solely responsible for your interactions with other Candoo Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Candoo will have no liability for your interactions with other Users, or for any User’s action or inaction.
G. Enrollment in Candoo’s SMS or Text Messaging Services
We may offer you the chance to enroll to receive SMS/text messages from Candoo. You may enroll to receive text messages about account-related news and alerts and/or offers for the Service. By enrolling in Candoo’s SMS/text messaging service, you agree to receive text messages from Candoo to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. For help or to unsubscribe from text messages at any time, contact us at support@candootech.com. You consent that following such a request to unsubscribe, you may receive one final text message from Candoo confirming your request.
2. User Content
We do not claim ownership of user-generated content and material. Any and all photographs, articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you (i) submit or post on or through the Service, on any of our blogs, social media accounts or through tools or applications we provide for posting or sharing such content with us; or (ii) have posted or uploaded to your social media accounts, including but not limited to Instagram, Twitter, Facebook, Tumblr and Pinterest, which are tagged with any Candoo promoted hashtag (collectively “User Content”) will be deemed nonconfidential and nonproprietary. By submitting or posting any User Content, you grant to Candoo and its affiliates a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the User Content, as well as your name, persona and likeness included in any User Content and your social media account handle, username, real name, profile picture and/or any other information associated with the User Content, in any commercial or noncommercial manner whatsoever, in whole or in part, in any and all distribution channels, forms, media or technology, whether now known or hereafter developed, including but not limited to in stores, printed marketing materials, emails, web pages, social media accounts and for any other marketing, advertising, public relations, sales or promotional purposes with or without attribution and without further notice to you. Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the User Content pursuant to these Terms or (ii) inspect or approve the editorial copy or other material that may be used in connection with the User Content. Candoo will be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products that incorporate or otherwise rely upon such information. Candoo will have no obligation to monitor User Content, use or display User Content, compensate you for submitting User Content or respond to any User Content. Candoo retains the right, in its sole discretion and without prior notice, to remove, revise or refuse to post any User Content for any reason or no reason. Subject to the licenses granted in these Terms, you retain ownership of any copyright and other rights you may have in the User Content.
By submitting or posting User Content on the Service, on your social media accounts or through any tools or applications we provide for posting or sharing your User Content with us, you represent and warrant that (i) you own or control any and all rights in and to the User Content, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals that appear in the User Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the User Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any addresses, email addresses, phone numbers or any contact information or (e) contain computer viruses, worms or other harmful files. Upon request by Candoo, you will furnish Candoo any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for the User Content and you hereby agree to indemnify and hold Candoo and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.
Candoo does not guarantee the truthfulness, accuracy or reliability of any User Content or endorse any opinions expressed by you or anyone else. By submitting or posting the User Content you fully and unconditionally release and forever discharge Candoo and its officers, directors, employees and agents from any and all claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more users or any other person or entity, or (ii) the use by Candoo or you of the User Content, including, without limitation, any and all claims that use of the User Content pursuant to these Terms violates any of your intellectual property rights, copyrights, rights of publicity or privacy, “moral rights,” or rights of attribution and integrity. You acknowledge and agree that Candoo has no control over, and will have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any User Content. Candoo acts as a passive conduit for User Content and has no obligation to screen or monitor User Content. If Candoo becomes aware of any User Content that allegedly may not conform to these Terms, Candoo may investigate the allegation and determine in its sole discretion whether to take action in accordance with these Terms. Candoo has no liability or responsibility to Users for performance or nonperformance of such activities.
Candoo has the absolute right to remove and/or delete without notice any User Content within its control that it deems objectionable. You consent to such removal and/or deletion and waive any claim against Candoo for such removal and/or deletion. Candoo is not responsible or liable for failure to store posted content or other materials you transmit through the Service. You should take measures to preserve copies of any data, material, content or information you post on the Service or any other sites or platforms.
3. Our Proprietary Rights
Except for your User Content, the Candoo Site, Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Candoo Content”), and all Intellectual Property Rights (defined below) related thereto, are the exclusive property of Candoo and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms will 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 Candoo Content. Use of the Candoo Content for any purpose not expressly permitted by these Terms is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Candoo under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Candoo does not waive any rights to use similar or related ideas previously known to Candoo, or developed by its employees, or obtained from sources other than you.
4. Order and Payment Terms
A. Orders
After you place an Order to purchase an Offering, we will review the information you provided for validity by verifying your method of payment and/or billing address. Any fees that we may charge you are due prior to or at the time of Service. We may contact you (via email or phone) if additional information is required to accept and process your order. Invalid Order information may result in delays in processing your order. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. If you are a Subscriber or Purchaser, you will pay any and all applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. Your receipt of an order confirmation does not constitute Candoo’s acceptance of your Order. Without prior notification, Candoo maintains the right to refuse to sell the Service to any customer for any reason or no reason at all. If your Order is canceled, we will attempt to notify you using the email address you have given us with the Order.
B. No Sales to Children
Candoo does not sell its Service for or to children, but only to adults, who can purchase with a credit card or other permitted payment method. If you are under eighteen (18) years of age, you may use the Service only with involvement and consent of a parent or legal guardian.
C. Payment Methods
We accept various payment methods for Orders through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using our Service, you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/us/legal. We will bill your payment method when you place an Order for Service through the Candoo Site or in person. Candoo will not fulfill any Service Order without authorization and validation of your purchase from your payment method or a third-party.
D. Automatic Renewal of Membership Fees
IF YOU SIGN UP FOR A MEMBERSHIP, THE CORRESPONDING ANNUAL FEES AT THE RATE AS SET FORTH IN YOUR ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW ANNUALLY ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US IN WRITING AT LEAST THIRTY (30) BUSINESS DAYS PRIOR TO THE NEXT ANNUAL RENEWAL THAT YOU WANT TO CANCEL YOUR MEMBERSHIP, AS APPLICABLE. ANY NOTICE OF CANCELLATION MUST BE IN WRITING AND SENT TO SUPPORT@CANDOOTECH.COM AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR MEMBERSHIP, AS APPLICABLE, AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE MEMBERSHIP FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
5. Privacy
We care about the privacy of our Users. You understand that by using the Candoo Site and/or Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.
6. Information Security
Candoo cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information and/or User Content for improper purposes. You acknowledge that you provide your personal information and/or User Content at your own risk.
7. Third-Party Links and Information
The Candoo Site and Service may contain links to third-party materials that are not owned or controlled by Candoo. Candoo does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, you understand that these Terms and Candoo’s Privacy Policy (https://www.candootech.com/privacy-policy) do not apply to your use of such sites or services, and your use of such sites and services may be subject to the terms and privacy policies of such third-party sites and services. You expressly relieve Candoo from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Candoo will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
8. Access to Your Premises; Equipment; and Remote Access
A. Premises
If you purchase an Offering that includes the in-person Service, you and all applicable Users agree to allow Candoo and our agents the right to enter the property at which the Service will be provided (the “Premises”) at reasonable times, for purposes of performing the Services including the installing, configuring, maintaining, inspecting, upgrading, replacing and removing Equipment. You warrant that you are either the owner of the Premises or that you have the authority to give Candoo access to the Premises. If you are not the owner or lessee of the Premises, you are responsible for obtaining any and all necessary approval from the owner to allow Candoo and our agents into the Premises to perform the activities specified above. In addition, you agree to supply Candoo or our agent, if requested, the owner’s name, address, and phone number and/or evidence that the owner has provided such authorization. You must provide a safe, non-threatening environment for Candoo to provide technical support and/or services. We will use commercially reasonable efforts to ensure that our employees and agents have each passed a background check and provide the Service in a safe and reasonable manner.
B. Equipment
Solely at your own risk, you agree to allow Candoo and our agents the rights to insert hardware in the Equipment, send software and/or “downloads” to the Equipment, and install, configure, maintain, inspect, and upgrade the Equipment. You represent and warrant you are either the owner of the Equipment or that you have the authority to give us access to the Equipment. If you are not the owner of the Equipment, you are responsible for obtaining any and all necessary approval from the owner to allow Candoo and our agents access to the Equipment to perform the activities described in this paragraph. In addition, you agree to supply Candoo or our agents, if we ask, the owner’s name, address and phone number and/or evidence that the owner provided such authorization.
C. Additional Terms for Remote Access.
To receive web-based remote technical support, you will need to provide a high-speed internet connection, a telephone or video connection with us, and/or consent to share with us your screen and control of your mouse, if applicable. You will provide information about the symptoms and causes of the issues you are experiencing. You will respond to our requests for information including but not limited to the Equipment serial number, model, version of the operating system and software installed, any peripheral Equipment connected to or installed on the Equipment, any error messages displayed, the actions which were taken before the Equipment experienced the issue, and the steps taken to resolve the issue. You agree that immediately after we connect to your Equipment remotely, we will be able to see documents, software, and applications on your desktop or open on your screen.
D. Video Recordings
As part of the Service, Candoo (and/or others on our behalf) may record (both audio and video) parts of the Service ("Recordings") in any manner and for any purpose in connection with Candoo, its business, marketing, or for any other lawful purpose. By agreeing to these Terms and participating in the Service: (i) you agree that your image, likeness, voice, statements and other identifying characteristics (your "Image") may be Recorded, and you consent to the use of your Image in connection with the use of the Recordings; (ii) you irrevocably grant Candoo and its agents, contractors, licensees and designees and their respective successors and assigns (the "Candoo Parties") a non-exclusive, worldwide, royalty-free and fully paid-up, perpetual license to use, reproduce, distribute, prepare derivative works of, translate, display, perform and otherwise use the Recordings and your Image therein, in whole or in part, in any and all media in order to provide the Service to you; (iii) you waive any right you may have to inspect and/or approve the use of the Recordings or any reproductions thereof, and you agree that Candoo is not obligated to make any use of your Image or exercise any of the rights granted to it; (iv) you waive and release any and all rights of privacy and publicity, and any and all claims to compensation or damages or of violation of intellectual property rights, in connection with the use of the Recordings and your Image therein; and (v) you represent that you are of full legal age and have read this release and fully understand its contents.
9. Term and Termination
A. Term
These Terms will be in effect from the time that the Service is activated until) it is terminated as provided for by these Terms or by any addendum to or replacement of these Terms. The Service begins the earliest of (1) the day your Order for the Service is entered into our billing system or (2) the day that you accept the Service.
B. Termination by You
If your Service is subject to an annual Membership, you may cancel your Membership for any reason and for a full refund (less any outstanding amounts due to Candoo for the Service, affiliate services, or other applicable fees and charges) within 14 days of the date of purchase. You may terminate these Terms by notifying Candoo in one of the following ways: (1) send an electronic notice to support@candootech.com; or (2) speak with a customer service representative during normal business hours at 646-758-6606 (the “Termination Methods”). Prior to effecting such termination, or any other change to your account, we may verify your identity and confirm your election. All applicable fees and charges for the Service will accrue until these Terms have terminated and the Service has been terminated. For avoidance of doubt, in the event any Service has been provided to you in advance of your termination, you will be responsible for all costs related to such Service.
C. Termination by Us
Subject to applicable law, we reserve the right to act immediately and without notice to terminate or suspend the Service and/or to remove from the Service any information transmitted by or to any users (e.g., email or voicemail). We may take these actions if we: (1) determine that your use of the Service does not conform with the requirements set forth in these Terms, (2) determine that your use of the Service interferes with our ability to provide the Service to you or others, (3) reasonably believe that your use of the Service may violate any laws, regulations, or written and electronic instructions for use, (4) reasonably believe that your use of the Service interferes with or endangers the health and/or safety of our personnel or third parties or (5) you threaten, harass, or use vulgar and/or inappropriate language toward our personnel. Our action or inaction under this Section will not constitute review or approval of your or any other users’ use of the Service or information transmitted by or to you or other users. In the event that we suspend or terminate your Membership or these Terms for your breach of these Terms, you understand and agree that you will receive no refund or exchange for any unused Services, any content or data associated with your account, or for anything else.
10. Release and Indemnity
You hereby agree to release Candoo from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with any in person or remote Services. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
You agree to defend, indemnify and hold harmless Candoo and its subsidiaries, agents, licensors, 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 content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above, including but not limited to the terms in Section 8 (Access to your Premises; Equipment; and Remote Access); (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
11. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, 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. Candoo does not warrant, guarantee, or assume responsibility for any Equipment or data. No advice or information, whether oral or written, obtained by you from Candoo or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Candoo, its subsidiaries, its affiliates, 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 mobile device or loss of data that results from such download or your use of the Service.
Candoo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Candoo will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
12. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Candoo, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this service. Under no circumstances will Candoo 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, Candoo assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, loss of data and/or personal information, Equipment damage, or other property damage, of any nature whatsoever, resulting from your access to or 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 will Candoo, its affiliates, agents, directors, employees, suppliers, 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 Candoo hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Candoo has been advised of the possibility of such damage. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
You understand that Equipment may need to be opened, updated, accessed or used either by you or by us or our agents in connection with installation, updating, or repair in connection with the Service. The opening, accessing, or use of the Equipment used in connection with the Service may void warranties provided by the manufacturer or other parties relating to the Equipment. Neither we nor our agents will have any liability whatsoever as the result of the voiding of such warranties. Neither we nor our agents will have any liability whatsoever for any damage, loss, or destruction to the Equipment or any data therein except as may be caused by gross negligence or willful misconduct. In the event of gross negligence or willful misconduct by us or our agents, we will pay at our sole discretion for the repair or replacement of the damaged Equipment up to a maximum of $500.00, and this will be your sole and exclusive remedy relating to such activity.
By accepting these Terms, you waive all claims against us for interference, disruption, or incompatibility between the Service and any other service, systems, or Equipment. In the event of such interference, disruption, or incompatibility, your sole remedy will be to terminate the Service in accordance with Section 9 (Term and Termination).
The Service is controlled and operated from facilities in the United States. Candoo makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
13. No Professional Advice
Candoo is not providing professional advice. No action should be taken based upon any information contained in the Candoo Site (for example legal, financial, or medical advice), if such information is provided, it is for informational purposes only and should not be construed as professional advice. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area, including without limitation any legal professionals permitted to practice law in your applicable jurisdiction.
14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
You agree that: (i) the Service will be deemed solely based in New York; and (ii) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. These Terms will be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
B. Arbitration
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Candoo. For any dispute with Candoo, you agree to first contact us at support@candootech.com and attempt to resolve the dispute with us informally. In the unlikely event that Candoo has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York, New York, unless you and Candoo agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section will be deemed as preventing Candoo from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Candoo are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
15. General
A. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Candoo without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
B. Notification Procedures and Changes to these Terms
Candoo 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 posting of such notice on our website, as determined by Candoo in our sole discretion. Candoo 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 these Terms. Candoo is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Candoo may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.
16. Entire Agreement/Severability
These Terms, together with any Orders, amendments and any additional agreements you may enter into with Candoo in connection with the Service, will constitute the entire agreement between you and Candoo concerning the Service. If you have entered into a recording release with Candoo, or any other release in connection with any one of our Services, and there is an inconsistency between the terms of such release and these Terms, the terms of such release shall control. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement will be unenforceable.
A. No Waiver
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Candoo’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
B. Contact
Please contact us at support@candootech.com with any questions regarding these Terms.
Accepted and agreed to on the day that you accept the Service.