Terms of Service

Welcome to NowCandid’s Terms of Service!

The following Terms of Service ("Terms") dictate your utilization and access to the resources, tools, platforms, services, and products (hereinafter, "Services") facilitated by NowCandid(explained further below). This encompasses the websites and related domains of  www.nowcandid.com, www.gradphotonetwork.com, www.quicpics.com, www.quic.pics, and www.teamphotonetwork.com, in addition to NowCandid's applications on web, mobile, and other platforms.

It's imperative to thoroughly review this Agreement (specified below) as it contains crucial details about your legal entitlements. It discusses significant topics such as service details, limits on liability, arbitration for dispute resolution, and a waiver for class actions.

When you access or employ the Services, you are accepting the stipulations of these Terms, our Face Matching Tool Data Statement and our Privacy Policy as well, collectively referred to as this “Agreement”. The Privacy Policy can be accessed using this link nowcandid.com/privacy-policy. Such compliance includes any privacy laws and biometric data laws that may apply, such as obtaining consent from all applicable individuals prior to collecting and processing biometric data.

If you represent an institution and utilize the Services on its behalf, you hereby affirm to this Agreement in the capacity of that entity and assure that you are authorized to do so. All references in this Agreement to "you" or related expressions are interpreted in this context. If you do not concur with the complete terms stated in this Agreement, you are discouraged from accessing or utilizing the Services.

Upon accepting this Agreement, you become a “User” engaging with NowCandid. When we mention “NowCandid”, or use pronouns like “we”, “our”, or “us”, we're referring to the entities of NowCandid. Furthermore, it's noteworthy that specific Services may be facilitated for you via Candid Color Systems, Inc. ("CCS") and could be governed by supplementary terms existing between Candid Color Systems, Inc. and you.

Our objective has been to craft this Agreement with clarity and equity. However, do not hesitate to contact us for any clarifications or inputs.

• Creating Accounts
• Your Content
• Your Responsibilities
• User Content
• Our Intellectual Property
• Our Rights
• Privacy & Consent
• Copyright
• Paid Services And Fees
• Services Details
• Fulfillment & Delivery
• Term And Termination
• Warranty Disclaimers
• Limitation Of Liability
• Indemnification
• Dispute Resolution
• Additional Terms

1. Creating Accounts

Make sure your account information is accurate and that you keep your accounts safe. You’re responsible for your accounts and any activity on them.

1.1. Signing Up. To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Accounts. We may need to use this information to contact you.

1.2. Staying Safe. Please safeguard your Accounts and make sure others don't have access to your Accounts or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.

1.3. Thirteen+. NowCandid is not intended for, and may not be used by, children under the age of 13. By using NowCandid, you acknowledge that you're at least 13. If you are under the age of 18, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf, depending on where you live.

2. Your Content

When you upload content (such as photos you or your photographers have taken) to NowCandid, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a photo, you give us the right to save it and display it on the retail site at your direction.

2.1. Your User Content Stays Yours. Users of the Services (whether you or others)may provide us with content, including without limitation text, photos, images, videos, graphics, logos, and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement. User Content includes without limitation content you post to Your Events or content you include in Your Images. "Your Events" means the Events you create and use when using the Services. “Your Images” means the images, photos, or similar materials you upload when using the Services.

2.2. Your License To Us. When you provide User Content via the Services, you grant NowCandid (including our Third Party Service providers and affiliates)a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, host, store, reproduce, modify, communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.

3. Your Responsibilities

You’re responsible for the content you upload to NowCandid, and you vouch to us that it’s all okay to use. Please follow our rules and don’t do anything illegal with the services. Also keep in mind that what you upload may be publicly viewable.

3.1. Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

3.2. Follow The Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable data privacy laws.

Additionally, the platform may make sales and marketing templates and services available to you for your use in contacting persons by text or email messaging - if you utilize any such materials, at all times, you must comply with all existing laws and regulations, including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM) when planning to send marketing or other commercial emails or texts. It is your sole responsibility to verify that any contact you make with persons is legally permissible. We have no control over how you use the templates or services made available and provide no warranties that the templates or services made available to you guarantee compliance with applicable law.

3.3. Comply With Our Privacy Policy.  You must comply with our Privacy Policy (which is incorporated herein by reference). You represent and warrant that your User Content and your use of the Services complies with our Privacy Policy.

3.4. Your Events And Your End Users Are Your Responsibility. Your Events may have their own visitors,customers and users (“End Users”). You understand and agree that (a) YourEvents and your End Users are your responsibility; (b) you're solelyresponsible for compliance with any laws or regulations related to Your Eventsand/or your End Users; and (c) your ability to create, share or otherwiseoperate Your Events may be limited by the extent to which Your Events includeLicensed Content. We’re not liable for, and won’t provide you with any legal advice regarding, Your Events or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement..

3.5. Your Images Are Your Responsibility. You understand and agree that (a) Your Images are your responsibility; (b) you’re solely responsible for compliance with any laws or regulations related to Your Images; and (c) your ability to create, share or otherwise use Your Images may be limited by the extent to which Your Images include Licensed Content. We’re not liable for, and won’t provide you with any legal advice regarding, Your Images. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement..

4. User Content

4.1 User & End User Content. The Services, or Events created using the Services, may contain End User Content (images or similar files uploaded by End Users using features like Selfie Check-In) or User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is unlawful or illegal; or (e) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we do not representor imply that we endorse your or other users’ User Content, or similar content uploaded by End Users, or that we believe such User Content or End User Content to be useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content or End User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself from User Content and End User Content accessed via the Services. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to User Content and the Services by such End User.

4.2 NowCandid's Discretion. NowCandid reserves the right to take down (or otherwise remove) User Content we deem inappropriate, unlawful, or otherwise objectionable. In addition, NowCandid reserves the right to refuse to fulfill orders or print products that are deemed similarly objectionable. In such a scenario, NowCandid would, also at our discretion, provide a refund for any orders we decline to print or fulfill due to objectionable content.

5. Our Intellectual Property

NowCandid is protected by various intellectual property laws. This section summarizes what we own and how we share.

5.1. Candid Color Systems Owns NowCandid. The Services are, as between you and NowCandid, owned by Candid Color Systems, and are protected by copyright, trade secret, trademark and other US and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.

5.2. We Can Use Your Feedback For Free. We welcome your feedback, ideas or suggestions(collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

5.3. Templates. The Services include social, graphic, image title, flyer, video, or other templates (collectively, “Templates”). The Templates include without limitation social graphic designs, graphic title designs, flyer designs, customizable videos, and other materials. NowCandid owns the Templates. You may not use any Template in any way, intentional or other wise, that competes, as determined by us in our sole discretion, with the Services.

5.4. Our Betas Are Still In Beta. We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services..

6. Our Rights

To operate effectively and protect the security and integrity of NowCandid, we need to maintain control over our services.

6.1. Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you(except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d)we may terminate, suspend, restrict or disable access to your Accounts or parts or all of Your Events or your User Content; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).

6.2. Ownership Disputes. Sometimes ownership of an Account is disputed between parties, such as a business and its employees. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account ownership and to transfer an Account to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

7. Privacy & Consent

Our Privacy Policy explains how we collect, use and share your and your End User's personal information for our own purposes. It is a part of this Agreement and can change. It is really important that you comply with data protection laws when using the Services, such as when you collect others’ personal information. Our Privacy Policy explains how we handle your and your End User's personal information you collect using the services or any of your User Content which contains others’ personal information. Be sure to read that carefully.

7.1. Privacy Policy. By using the Services, you confirm that you have read and understood our Privacy Policy.

7.2. You Must Comply With Data Protection, Security And Privacy Laws. You agree and warrant that you are solely responsible when executing Your Events or the Services for complying with applicable data protection, security and privacy laws and regulations, including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Events and the Services to send marketing and other electronic communications to individuals and any marketing tools you utilize related to your End User's personal information (including those we use at your request as part of the Services).

7.2.1 Privacy Policies. If applicable law requires, you must provide and make available to your End Users on your own sites or platforms a legally compliant privacy policy.

7.3. Protect And Improve The Services. You agree that we may protect and improve the Services through analysis of your use of the Services and/or your End Users’ use of Your Events in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you must explain this in your privacy policy. See our Privacy Policy for more information about how and what we do in this regard.

7.4 Privacy Warranty. We represent and warrant that the Services shall comply with all applicable U.S. and international privacy laws, including but not limited to data protection laws, security breach laws and privacy protection laws; provided however, that such warranty is expressly conditioned upon your use of the Services in accordance with: (a) any guidelines or restrictions communicated by CCS; (b) laws applicable to you acting as a data controller (and CCS as a data processor); and (c) in compliance with other applicable privacy laws.

7.5 Data. We may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the Services (“Usage Data”). We own all rights, title, and interest in Usage Data and may use it for its business purposes, including providing support for our services, account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that we disclose will be de-identified and aggregated. You shall be responsible for data that you provide or use with respect to the Services. You are solely responsible for determining the suitability of use of the Services for your personal use, business, or organization, and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Services.

8. Copyright

We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported by contacting us. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers.

9. Paid Services And Fees

Certain Services we offer are paid services. This section explains how we handle payments for those paid services. For certain paid services we’ll automatically bill you in regular intervals (daily or weekly). You can close your account and suspend using the Services at any time.

9.1. Fees. You can access certain portions of the Services by submitting a payment (such services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time via the Services. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Many of our paid services are paid for as a percentage of sales that you make using our Services. In this case, the cost of those services is taken out of money owed to you for transactions facilitated with our Services. Our fees will appear in reporting provided for your account. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.

9.2. Taxes. All fees related to the NowCandid platform(s)are exclusive of applicable federal, state, local, or other jurisdictional taxes (“Taxes”), unless explicitly stated otherwise. While NowCandid handles the Sales Tax for end user purchases through our platform(s) as a marketplace facilitator, you, as the user of our services, are responsible for all other applicable Taxes. This includes, but is not limited to, any income tax related to revenues remitted to you by NowCandid. If you're exempt from certain Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine the validity of any such documentation provided. Any tax exemption will only apply from and after the date we validate and accept the said documentation. For those using NowCandid's services within the United States, be aware that while we do not typically charge sales tax on our service fees (as they generally relate to services), any indirect Taxes or obligations outside of sales taxes collected through our platform(s) remain your responsibility. It's crucial for all users, especially those receiving substantial remittals through NowCandid, to consult with a tax professional regarding any tax obligations. While NowCandid assists in specific tax areas, users are responsible for understanding and managing their comprehensive tax responsibilities.

9.3. Automatic Subscription Renewals. We do not currently offer services on a subscription basis. If we do choose to offer services in this manner in the future, we will handle them in the following manner. To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period or amount afterwards until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one (1)month. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal at any time via the Services.

9.4. Refunds: You may cancel any Paid Services or subscriptions at any time. However, refunds will not be automatically issued upon cancellation. Refunds for any service, subscription, or accumulated QuicPics fees (billed weekly based on the rate applicable at the time of upload) will be granted solely at our discretion, unless a refund is legally required. We encourage users to reach out to our support team for any billing discrepancies or concerns, but any decision related to refunds remains at NowCandid's discretion.

9.5. Fee Changes: We reserve the right to change our fees, QuicPics rates, product costs, ecommerce fees, or remittal margin percentages(related to NowCandid's Price Levels) at any time. We’ll provide you with advance notice of these changes via the Services. Adjustments will not apply retroactively. If you disagree with any fee, rate, or percentage change, you have the right to reject the change by canceling the applicable Paid Service or feature before your next payment date, or by discontinuing your use of the NowCandid platform..

9.6. Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact NowCandid Technical Support before filing a Chargeback. We reserve our right to dispute any Chargeback.

9.7. Payment Processing: We utilize encrypted payment processingmethods to directly bill you through the payment method you set up for yourAccount. The processing of payments will be conducted securely, ensuring thatyour credit card details are encrypted and remain inaccessible to us. Byutilizing our Services, you agree to pay for any purchase at the prices then ineffect, in accordance with the applicable payment terms. You also consent tomake payment using the payment method you've provided with your Account. Shouldany errors or discrepancies in billing arise, we reserve the right to addressand correct them, regardless of whether payment has already been requested orreceived.We utilize encrypted payment processingmethods o directly bill you through the payment method you set up for yourAccount. The processing of payments will be conducted securely, ensuring thatyour credit cad details are encrypted and remain inaccessible to us. Byutilizing our Services, you agree to pay for any purchase at the prices then ineffect, in accordance with the applicable payment terms. You also consent tomake payment using the payment method you've provided with your Account. Shouldany errors or discrepancies in billing arise, we reserve the right to addressand correct them, regardless of whether payment has already been requested orreceived.

10. Fulfillment & Delivery

NowCandid & Candid Color Systems, Inc. will handle all of the fulfillment and delivery of products ordered by Users and End Users through the Services.

NowCandid reserves the right to choose the method of delivery of its products. Additionally, NowCandid will not be liable for any damages, losses or expenses resulting from delays in the delivery of its products. If Users or End Users receive any product that does not conform to their order, you agree to notify NowCandid. Upon notification, NowCandid will take responsibility for ensuring delivery of the correct order.

11. Services Details

Not all Services are available everywhere. Certain Services are subject to terms set forth in our Privacy Policy.

Not all Services are available in all regions/countries. Certain Services (or features or portions thereof) may vary depending on your region/country.

12. Term And Termination

Either of us can end this agreement at any time.

This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you violate these Terms or our Privacy Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.

13. Warranty Disclaimers

We work hard to make NowCandid great, but the services are provided as is, without warranties.

13.1. Disclaimers. To the fullest extent permitted by applicable law, NowCandid makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. NowCandid also disclaims any warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by you from NowCandid, shall create any warranty. NowCandid makes no warranty or representation that the Services will: (a) be timely, uninterrupted, or error-free; (b) meet your requirements or expectations.

13.2. Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 13.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights, and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.

14. Limitation of Liability

If something bad happens as a result of your using NowCandid, our liability is limited.

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will NowCandid and its affiliates and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Events or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content; (e)any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party tools accessed via the Services. To the fullest extent permitted by applicable law, NowCandid shall not be liable for any claims arising out of or related to the Services and this Agreement, and will owe no compensation or reimbursement.

15. Indemnification

If you do something that gets us sued, you’ll cover us.

To the fullest extent permitted by law, you agree to indemnify and hold harmless NowCandid and its affiliates and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind(including without limitation reasonable attorneys' fees and costs)(collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content and Your Events; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to your operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which NowCandid may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement.

16. Dispute Resolution

This section may not apply to you. If it does, before filing a claim against NowCandid or Candid Color Systems, Inc., you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action.

16.1. Applicability. This Section 16 shall only apply to: (a) Users; (b) End Users who bring any claim against NowCandid (to the extent not in conflict with Section 17.2).

16.2. Informal Resolution. Before filing a claim against NowCandid, you agree to try to resolve the dispute by first emailing ccssupport@candid.com with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty(30) days of our receipt of your first email, you or NowCandid may then bring a formal proceeding.

16.3. Arbitration Agreement. Unless you opt-out during the Opt-Out Period in accordance with Section 16.4, you and NowCandid agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement(including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and NowCandid expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.

16.4. Arbitration Opt-Out. You can decline this agreement to arbitrate by emailing us atccssupport@candid.comorby sending a letter to 1300 Metropolitan Ave Oklahoma City, OK 73108 within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). If you send an email, it must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 16.4, then Sections 16.3, 16.5, 16.6 and16.7 of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 16.9 (Time for Filing), 16.10 (No Class Actions) and 17.2 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact ccssupport@candid.com.

16.5. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

16.6. Users. You and NowCandid agree that this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 17.2 below). The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules, which are available at www.adr.org or by calling 1-800-778-7879. Any arbitration hearings will take place at a location to be agreed upon in Oklahoma City, Oklahoma, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

16.7. Arbitration Fees. The arbitrator will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

16.8. Exceptions To Arbitration Agreement. Notwithstanding anything in this Agreement, either you or NowCandid may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation without first engaging in arbitration or the informal dispute resolution process described above. Either you or NowCandid may assert claims, if they qualify, in small claims court in Oklahoma City, Oklahoma, or any US county where you reside or work.

16.9. Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

16.10. No Class Actions. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.

17. Additional Terms

This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of NowCandid. Depending on where you reside or have your place of business, this Agreement is governed by potentially differing laws. If we ever change these Terms of Service in a way that meaningfully reduces your rights, we’ll give you an opportunity to cancel in the instance you are paying any optional subscription fees.

17.1 Entire Agreement. This Agreement constitutes the entire agreement between you and NowCandid regarding the subject matter of this Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also maybe subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third-party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement.

17.2 Controlling Law; Judicial Forum For Disputes. This Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Oklahoma, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of Oklahoma with respect to Section 16. If Section 16 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 16.4, you and NowCandid agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement(including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Oklahoma City, Oklahoma and you and NowCandid consent to venue and personal jurisdiction in such courts.

NowCandid is based in the United States; as such we make no claims that the services or any of its Content is accessible or appropriate outside of the United States. Access to the services may not be legal by certain persons or in certain countries. If you access the services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

17.3 Waiver, Severability And Assignment. Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.

17.4 Modifications. We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and any changes to prices or Price Level margins. If you disagree with our changes, then you must stop using the Services and cancel any Paid Services.

17.5 Events Beyond Our Control. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, pandemic, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

17.6Translation. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.