Terms of Use

Candor References, Inc. Terms of Service

Last Modified: February 5, 2024

This Candor References, Inc. Terms of Service (the “Terms”) constitutes an agreement between you, the user, and Candor References, Inc. and its subsidiaries and affiliates (“Candor References, Inc.”, “we” or “us”). These Terms govern your access to and use of the website located at www.joincandor.com and related websites and desktop, mobile and other applications (collectively, the “Website”), including any content, functionality and services offered on or through the Website, the Candor platform, and any of our other products or services (collectively, the “Services”), whether or not you register as a user.Please read the Terms carefully because they contain provisions that affect your rights and obligations, including a mandatory arbitration provision, limitation on time to file claims, and a waiver of your right to participate in a class action. By using the Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://www.joincandor.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are 18 years of age or older and are otherwise capable of forming a legally binding contract with us. If you do not meet these requirements, you must not access or use the Services.You acknowledge and confirm that (i) you have read and understand all of the terms, conditions, guidelines, policies, provisions, disclosures and disclaimers contained herein, (ii) these Terms have the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by the terms hereof.

1. Overview of the Services

Candor References, Inc. is a web platform that helps teams connect digitally through user manuals / profiles, team spaces, shoutouts, check-ins, and other exercises to improve team culture. Such content is in the form of User Submitted Content as defined below and Content submitted by you (“Your Submitted Content”).

2. User Accounts

A. Candor Accounts. If you choose to create an account, you will be asked to provide certain registration details or other information, such as first and last name, user name, company name, company title, password, profile photo, and email address. Your registration details and other information may not be an impersonation of another person. It is a condition of your use of the Services that all the information you provide is correct, current and complete. You agree that all information you provide to register with or use the Services or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.You agree to keep your credentials confidential and to protect your account. You agree to notify us immediately of any unauthorized access to your account or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information.

B. Sign Up and Sign In. You may be able to register an account and subsequently access Candor through another site or login mechanism, such as Google and Okta ("Third Party Site").If you access Candor through a Third Party Site you agree that we may access, make available through Candor, and store (if applicable) any information, data, text, messages, profile pictures, tags, and/or other materials that you have provided to and stored and made accessible in your Third Party Site account so that it is available on and through Candor via your account and your Profile page.Subject to the privacy settings that you have set with the Third Party Site account you use to access Candor, personally identifiable information that you post to that Third Party Site may be displayed on Candor. Please note: your relationship with your Third Party Sites is governed solely by your agreement with those Third Party Sites and we disclaim any liability for personally identifiable information that may be provided to us by a Third Party Site in violation of the privacy settings that you have set with that Third Party Site account.


A. Third Party Content. Content from other users is made available to you through Candor. "User Submitted Content” means any work of authorship or information, including content (“Takes”), user profiles, comments, opinions, postings, images, photos, data or other materials you find on Candor generated by users.You understand that when using the Services, you may be exposed to User Submitted Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submitted Content. We do not endorse any User Submitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Submitted Content. You further understand and acknowledge that you may be exposed to User Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.In accordance with Section 230 of the U.S. Communications Decency Act, and any equivalent or similar laws in other jurisdictions which are intended to exclude or limit the liability of online service providers who provide access to user-generated content, we generally cannot be held liable for claims arising from the Content provided by third parties on Candor.

B. Candor Community Code of Conduct and Guidelines. You represent and warrant that you will use Candor solely for lawful purposes in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards us and any third parties. You are solely responsible for any and all of Your Submitted Content. You agree that by submitting or authorizing Your Submitted Content for use on Candor, you have reviewed and understood our Community Code of Conduct and Guidelines. You understand that you may expose yourself to liability if Your Submitted Content or other use of Candor violates applicable law or any third-party right.Without limiting the generality of the foregoing, you agree to use the Services in accordance with the provisions below:You will only use the Services in accordance with the laws of your jurisdiction for personal, non-commercial purposes.You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).You will be respectful and considerate of other users and do your part to make Candor References, Inc. a safe, supportive community for all users.You will not impersonate another person, or their email address, or misrepresent your current or former affiliation with an employer and/or coworker.You will not create user accounts under false or fraudulent pretenses; create or use an account for anyone other than yourself.You will not post content that you do not own or have the right to post in accordance with the license set forth in these Terms.You will not violate these Terms, the terms of your agreements with us, explicit restrictions set forth in our Community Code of Conduct and Guidelines, or any applicable law, rule or regulation.You will not post content that is defamatory, libelous, or fraudulent; that you know to be false or misleading.You will not post content or otherwise act in a manner that is harassing, threatening, bullying, abusive, vulgar, inflammatory, pornographic racist, sexist, bigoted, or is otherwise objectionable (as determined by Candor).You will not disclose information in violation of any legally enforceable confidentiality, non-disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers.You will not violate the privacy, publicity, copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any third-party.You will not imply a Candor endorsement or partnership of any kind without our express written permission.You will not introduce software or automated agents to Candor, or access Candor so as to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from Candor without our express written permission.You will not copy, modify or create derivative works of Candor or any Content (excluding Your Submitted Content) without our express written permission).You will not copy or use the information, Content (excluding Your Submitted Content), or data on Candor in connection with a competitive service, as determined by Candor.You will not sell, resell, rent, lease, loan, trade or otherwise monetize access to Candor or any Content (excluding Your Submitted Content) without our express written permission.You will not interfere with, disrupt, modify, reverse engineer, or decompile any data or functionality of Candor.You will not interfere with, disrupt, or create an undue burden on Candor or the networks or services connected to Candor.You will not introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to Candor; or attempt to circumvent any security feature of Candor.

C. Enforcement by Candor. While Candor has no obligation to do so, Candor reserves the right to review and delete any Content including Your Submitted Content (or portion thereof) that we believe, in our sole discretion, violates these Terms or other applicable policies posted on Candor (including our Community Code of Conduct and Guidelines), or that we deem, in our sole discretion, inappropriate. Candor also reserves the right to delete or hide Your Submitted Content if requested by an individual who is identified in your User Submitted Content. If you see any Content on Candor that you believe violates our policies, you may report that Content by contacting us at support@joincandor.com. Once notified, we will review the Content and consider whether to remove it (or a portion thereof). You understand and agree that if we choose not to remove or edit Content that you find objectionable, that decision will not constitute a violation of these Terms or any agreement we have with you.Violations can also result in a temporary or permanent restriction from Candor, terminating your account; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.


4. Rights to Your Submitted Content

We do not claim ownership in Your Submitted Content, but you grant us the rights to use Your Submitted Content as set forth below. By submitting or authorizing us to display Your Submitted Content on Candor, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicenses) to use, copy, perform, display, create derivative works of, adapt and distribute Your Submitted Content in any and all media (now known or later developed) throughout the world. To the greatest extent permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to Candor's exercise of the foregoing license. You agree that this license includes the right for us to provide, promote, and improve Candor and to make content submitted to or through Candor available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such content on other media and services, subject to our terms and conditions for such content use. No compensation will be paid with respect to the content that you post through Candor. You should only submit content to Candor that you are comfortable sharing with others under the terms and conditions of these Terms.You understand and acknowledge that you are responsible for any content you submit or contribute, and you, not us, are fully responsible for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the Services. We cannot guarantee the identity of any other users with whom you may interact in the course of using the Services, or the authenticity of any data which users may provide about themselves. You acknowledge that all content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

5. Candor Proprietary Rights

With the exception of User Submitted Content, the Services and all past, present and future content of the Services, including all software, hardware and technology used to provide the Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, music, illustrations and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of us, are (i) owned by us, our licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the personal, non-commercial use of our users, and (iv) may only be used in accordance with these Terms.With the exception of Your Submitted Content, using the Services does not give you ownership of any intellectual property rights in the Services or any content on the Services. You may not use content from the Services, including User Submitted Content of others, unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any of our technology or intellectual property. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with the Services.No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.We cannot protect or advise you on your intellectual property rights, and we cannot and does not take any responsibility for doing so.

6. Infringement

We do not knowingly permit infringement of intellectual property rights on the Services, and will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. We reserve the right to remove Content without prior notice. We will also terminate a user’s access to the Services, if a user is determined to be a repeat infringer.If you believe that your copyrighted work has been unlawfully copied and is accessible on the Services in a way that constitutes copyright infringement, please send a notice of copyright infringement to:777 Brickell Ave #500-97851Miami, FL 33131support@joincandor.comIn accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must substantially include:Your full name and electronic or physical signature.Your mailing address, phone number and email address (at which you can be contacted by us or the alleged infringer).A statement that you are the owner, or are authorized to act on behalf of the owner, of the copyright that is allegedly infringed, and that the information in your notice is accurate.A statement that you have a good faith belief that the disputed use of the copyrighted materials is not authorized by the copyright owner, its agent or by law, such as fair use.A description of the copyrighted work(s) that you claim has been infringed.A description of the location of the copyrighted materials on the Services.If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:Your physical or electronic signature.An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

7. Disclaimer of Representations and Warranties


8. Limitations of Liability

The disclaimers and limitations on liability in this section apply to the maximum extent allowable under applicable law. Nothing in this section is intended to limit any rights you have which may not be lawfully limited.You understand that we provide the Services over the Internet, that such connections can be unpredictable, insecure, and unstable, and that we cannot guarantee uninterrupted access to the Services. We disclaim all liability in connection with any security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree to waive any and all claims against us in connection therewith.We are constantly changing and improving the Services. We reserve the right to add or remove functionalities or features of the Services, and we may suspend or stop the Services altogether, including, for example, if you do not comply with these Terms or if we are investigating suspected misconduct. You can stop using the Services at any time. We may also stop providing the Services to you, or add or create new limits to the Services or restrict your access to all or a part of the Services at any time without notice or liability. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. The right to access and use the Services is revoked in jurisdictions where it may be prohibited, if any.Candor assumes no responsibility, and disclaims all liability for the content, accuracy, completeness, legality, reliability, or availability of any Take, user profile, Take questions, answers to Take questions or any other Content. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on Candor or combination thereof, including any injury or damage to users or to any person's computer related to or resulting from participation or use of the Services in connection with Candor. Under no circumstances shall we be responsible for any loss or damage resulting from the use of Candor or from any Content posted on Candor or transmitted to users, or any interactions between users of Candor, whether online or offline.YOUR USE OF THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE AND ANY CONTENT ON THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. You may not assert claims for money damages arising from the Services or any associated content against us, our affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents. We, our affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, whether caused by tort (including negligence), breach of contract or otherwise, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Services, any associated content, or any products and/or services delivered to you through the Service, (ii) any interaction with any third party, through or in connection with the Services, including other users, (iii) any information offered or provided within or through the Services, or (iv) any other matter relating to the Services.Notwithstanding the foregoing, in no event shall we, our affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law.

9. Changes to these Terms

We may modify these Terms at any time in our sole discretion by posting a revised version on our website at https://www.joincandor.com/terms. Changes will not apply retroactively and will only become effective when (i) you use the Services after you are notified about the change, or (ii) thirty days after they are posted (whichever is sooner). However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. We will also update the Last Modified Date at the top of these Terms accordingly. Your continued use of the Services after the Last Modified Date signifies your knowledge about and consent to the modified Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms are not acceptable to you, you should not access or use the Services after the Last Modified Date. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

10. Data Privacy and Personal Information

Candor stores your personal information and Your Submitted Content (“Information”) on remote servers operated by cloud and database service providers to Candor rather than storing it on our own servers. Regardless of where you use our Services or provide Information to us, the Information may be transferred to and maintained on servers located inside and outside the U.S., including to countries outside the European Economic Area (“EEA”). By using our Services you acknowledge, agree and consent to the transfer and processing of your Information both inside and outside of the U.S. and in accordance with the Privacy Policy and U.S. law.No information transmitted over the Internet can be guaranteed to be secure. We cannot guarantee the security of any Information that you transmit to us, or receive from us. Although we take measures to safeguard against unauthorized disclosures of information, we cannot assure you that Information that we collect and that you give us will not be disclosed in a manner that is inconsistent with this Privacy Policy. You assume all such risks with regards to your use of the Services. You understand that Information you provide to us in connection with the Services may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

11. Children’s Privacy

You must be at least 18 years old to use the Services. The Services are intended for adults and We do not knowingly collect personal information from children under age 16. If you submit content related to your child younger than 16, do not include personally identifying information about that child, including but not limited to name, address, email address and phone number.

12. Third Party Materials

The Services may link to independent third-party websites or social media widgets. Such hyperlinks are provided for your reference and convenience only. We are not liable for the availability or accuracy of such third-party sources, and you assume all risk in using them. When you link to them, these third-party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information.When you access third-party websites or interact or communicate with third parties, including other users, through the Services, you do so at your own risk. We are not responsible for the actions, content, information, data, practices, policies or opinions of any third parties, including other users. You are solely responsible for your interactions with other users, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person.If you have a dispute with one or more third parties, including other users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. We reserve the right, but have no obligation, to become involved in any way with these disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.In addition to the Services, the Website may also advertise, offer, or make available information, products and/or services provided by third parties (collectively, the “Third-Party Materials”). Third-party products and/or services are governed by separate agreements or licenses with the third parties. We offer no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Materials, including any liability resulting from incompatibility between third-party products and/or services and the products and/or services provided by us. You agree that you will not hold us responsible or liable with respect to the Third-Party Materials or seek to do so.

13. Payments

Certain features of the Services, particularly creation of user generated profiles, are currently provided free of charge.  Certain paid features are also currently provided as part of the Services, including particularly but not limited to, the capability of teams to give shoutouts, do check-ins, share feedback and coordinate 1-on-1 meetings, among other features.All of the Services, including availability and price, are subject to change at any time without notice. We reserve the right, with or without prior notice, to charge a fee for the Services, to limit the availability of or to discontinue any Service; to impose conditions on any promotion; to bar any user from making any payment; and/or to refuse to provide any user with any Service.

14. Licenses Granted

We grant to you a revocable, non-transferable, nonexclusive, limited and non-assignable license to access and use the Services in accordance with these Terms. We reserve all other rights in the Services not expressly granted to you.

15. User Submissions

All inquiries, feedback, suggestions, ideas, criticism or other information that you provide to us concerning the Services (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, you hereby grant us full ownership of the Submission as if we had created, developed and posted the Submission for its own purposes, with no obligation to pay you royalties or any other compensation. Please note this is different from User Submitted Content, which is addressed above. We reserve the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with our products or Services. You also acknowledge that Submissions will not be returned and we may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products and/or services.If you make a Submission, you represent and warrant that you own or otherwise control the rights to the Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

16. Electronic Delivery Statement and Your Consent

You agree to receive legal notices and other information concerning us or the Services electronically, including notice to any email address that you may provide.

17. Term and Termination

These Terms will remain in effect until terminated by you or us. We reserve the right to terminate or change the Services or your access to the Services, without notice, at any time and for any reason, including your violation of these Terms or for business reasons. We also reserve the right to pursue any additional remedies available in law or equity.You agree that we may, for any reason and without notice to you, immediately terminate or otherwise restrict your access to the Services. We have no obligation to maintain, store, or transfer your Information including Your Submitted Content that you have posted on or uploaded to the Services.The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination.

18. Indemnification

You are solely legally liable if your use or misuse of the Services, any associated content, or any products and/or services delivered to you through the site causes damage to the Services, to you, or to someone or something else. You agree to defend, indemnify, and hold harmless us, our affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney's fees and investigation costs), that arise from or relate to your use or misuse of the Services, or violation of these Terms or violation of a third party’s rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

19. Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

20. Choice of Law

You agree that the laws of the State of New York and U.S. federal law govern these Terms, your use of the Services, and any claim or dispute that you may have against us, without regard to New York’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

21. Binding Arbitration and Jurisdiction

In the rare event you have a dispute with us, we encourage you to contact us immediately so we can work together toward a satisfactory resolution. If we cannot come to a resolution, you agree that any claims, disputes, demands, counts, controversies, or causes of action between you and us arising out of or relating to these Terms, the Services, including the enforceability of these Terms or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding, unless we provide express prior written consent.YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE YOUR CLAIMS HEARD IN COURT BY A JUDGE OR JURY. AN ARBITRATION AWARD IS AS ENFORCEABLE AS A COURT ORDER AND IS SUBJECT TO ONLY LIMITED REVIEW BY A JUDGE. YOU ALSO UNDERSTAND AND AGREE THAT THIS ARBITRATION PROVISION PREVENTS YOU FROM PARTICIPATING AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.Arbitration will be subject to the Federal Arbitration Act, and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties. You can find out more about AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879.Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent arbitration from being cost-prohibitive. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.The arbitration will be conducted through written submission, unless the arbitrator determines that a telephonic hearing is required. Except as otherwise provided in these Terms, you and we may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and us shall be exclusively brought in the state or federal courts of New York.

22. Severability and Integration

These Terms and any supplemental terms, policies, rules and guidelines posted on the Services constitute the entire agreement between you and us. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The paragraph headings used herein are for convenience only and shall not be used to limit any portion of these Terms of Service.

23. General Provisions

You may not assign these Terms without our prior written approval. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

24. Contact Information

The Services are operated by Candor References, Inc. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at:

777 Brickell Ave #500-97851
Miami, FL 33131
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