Terms of Service

Last Updated: 15 January 2025

Please Read Carefully Before Using This Website. The following terms of service (“Terms of Service”) govern your use of the Candid Website (the “Site”) and the Candid web-based, purchase order management service accessed through either the Site or an embedded instance in a third-party website (“Service”), both of which are operated by Supply Chain Analytics Inc. (“Candid” or “we”). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean such entity.

Changes to these Terms of Service.

Candid expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the contact you designate in your User Account (as defined below), through your User Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.

User Account Registration; Passwords

(a) Account Registration and Use License. In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Candid.

When you register for your User Account you must provide accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it remains current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Candid hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Candid elect to terminate such right in accordance with these Terms of Service.

(b) Eligibility. As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.

(c) Passwords. Upon registration on the Site, you will provide Candid with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Candid of any suspected or actual unauthorized use of your User Account. You agree that Candid will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

(d) Links. The Service allows you to send links to third parties to view and approve purchase orders on the Site. Use discretion when sending these links. Candid cannot control who follows the links you send and therefore cannot guarantee your privacy if the links are forwarded to unintended recipients.

Payment Processing by Stripe

Payment processing services for some Users are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By using Candid’s payment processing features, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Candid enabling payment processing services through Stripe, you agree to provide Candid with accurate and complete information about you and your business, and you authorize Candid to share it and transaction information related to your use of the payment processing services provided by Stripe.

Payment Processing by Finix

Payment processing services for some Users are provided by Finix and are subject to the Finix Terms of Service. By using Candid’s payment processing features, you agree to be bound by the Finix Terms of Service, as the same may be modified by Finix from time to time. As a condition of Candid enabling payment processing services through Finix, you agree to provide Candid with accurate and complete information about you and your business, and you authorize Candid to share it and transaction information related to your use of the payment processing services provided by Finix.

Site Content

(a) Candid Content. The information, materials (including, without limitation, template purchase orders or terms and conditions, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Candid Content”), are the copyrighted works of Candid, and Candid expressly retains all right title and interest in and to the Candid Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Candid Content may violate copyright and/or other applicable laws.

(b) License to You. We authorize you, subject to these Terms, to access and use the Service and Candid Content solely for your own internal business purposes. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of Candid Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in Candid Content on any copy you make.

(c) Third-Party Content. The Services may contain content from Candid partners and licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Services. You understand and agree that you will not obtain, as a result of your use of the Services, any right, title, or interest in or to Candid Content, or any third-party content delivered via the Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

(d) Trademarks. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Candid or third parties, and you may not use such Marks without the express, prior written consent of Candid or the applicable third party.

(e) Monitoring of Site Content and use of Service. Candid reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Candid reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

(f) Copyright Infringement. As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Candid will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties.

DMCA Policy

Tell us if you think a user has violated your copyright using the Service, or if you think someone incorrectly reported that you violated his or her copyright.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Service infringe your copyright, you (or your agent) may send Candid a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information.

A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Candid to locate the material on the Service;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Candid a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http.//www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Service should be sent to the following address.

Supply Chain Analytics Inc.
1631 NE Broadway St, #614
Portland, OR 97232

Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

Your Use of the Site and Service

(a) Account and Use of Service. You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.

(b) Fees. Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

(c) Refunds, Upgrading and Downgrading. Refunds are processed according to our fair refund policy. (i) For monthly subscriptions, full refunds are offered within three days of plan signup. After three days, we do not offer a refund or credit on monthly subscriptions. (ii) For annual subscriptions, full refunds are offered within three days of plan signup. Between three and fourteen days, a full refund is offered with an early cancellation fee equivalent to two full months of the regular subscription plan price. After fourteen days, we do not offer a refund or credit on annual subscriptions. (iii) All refund requests must be received by team@candidwholesale.com in writing. Local laws (such as those of EU, UK, or Turkey) supersede our refund policy where applicable. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Candid does not accept any liability for such loss.

(d) Consequences of Violating These Terms. We reserve the right to suspend or terminate your account and prevent access to the Services for any reason, at our discretion. We reserve the right to refuse to provide the Services to you in the future.

Candid may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment. violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Services.

Additionally, Candid does not allow products to be sold on our website that promote, incite or glorify hatred, violence, racial, sexual or religious intolerance. If you see a product or company you believe to be in violation of these rules, please let us know immediately at team@candidwholesale.com.

Candid reserves the right to determine the appropriateness of listings on its site, and remove any listing at any time. If you supply a product in violation of our policies, we will take corrective actions, as appropriate, including but not limited to unpublishing the product, immediately suspending or terminating all seller privileges, and terminating the business relationship.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Services.

(e) Prohibited Conduct. You agree not to use the Site or the Service for. (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Candid products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Candid’s system or network security, including, without limitation, the following. (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “mailbombing,” “crashing,” or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (6) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or Candid’s system or network security may result in civil or criminal liability.

In addition, you agree not to, directly or indirectly. (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Candid; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.

(f) Your Content. The Site and Service include functionality that permits users to exchange purchase orders and other content, images, audio files, text, sample code or other materials or works in a manner that is intended to be viewed by other users (“Your Content” or generally “User Content”). You hereby grant to Candid a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Content for any purpose. In addition, you hereby irrevocably represent and warrant to Candid that (i) you have all necessary power, authority, right, title and/or licenses to grant to Candid the foregoing right and license and (ii) the posting, submission and display by you of Your Content on the Site or Service, and the exercise by Candid of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of Your Content (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.

(g) You Must Have Rights to the Content You Post. You represent and warrant that. (i) you own the content posted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Your Content on the Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Services.

(h) Candid Disclaims Liability for User Content. We do not represent or guarantee the truthfulness, accuracy, or reliability of any User Content. You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.

You are solely responsible for Your Content on the Services. Candid does not endorse any, nor is it responsible for, User Content on the Services. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.

(i) Suggestions. You hereby grant to Candid a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Candid offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Candid that is related to the Site and/or the Service.

(j) Aggregated and/or Anonymized Data. Notwithstanding anything to the contrary set forth herein or otherwise, Candid will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. Candid will be free at any time to (i) use such information and data to improve and enhance Candid’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

(k) Your Indemnification Obligations. You hereby irrevocably agree to indemnify, defend and hold Candid, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.

(l) Export Control. You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

Linked Websites and Services

The Site and Service may contain links to and integrations with third party websites and services. You agree that Candid provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Candid does not endorse such websites or services (or any products or other services associated therewith). Your use of such websites and services will be subject to the terms applicable to each such website and service.

No Legal Advice.

Candid provides a platform through which its users can exchange purchase orders and agree to certain terms and conditions. This exchange allows you to form binding contracts with third parties. The terms that you and third parties agree to follow are up to you. Candid does not provide legal advice. Sample purchase orders, terms and conditions that Candid may provide from time to time are provided solely as a convenience to its users. Candid encourages you to seek legal advice before finalizing or cancelling any transactions through the Service.

Changing and Cancelling Purchase Orders.

Candid’s policy on changing or cancelling a purchase order is located here. By using the Site or Service, you agree to abide by this, and all of Candid’s policies.

User Disputes

We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the Services. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party outside of the Service. You release Candid from all claims, demands, and damages in disputes among users of the Services, or between a user and a third party. You also agree not to involve us in such disputes. Use caution and common sense when using the Services.

Service Warranty

If you are a paying subscriber to the Service, Candid warrants to you that it will provide the Service substantially in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be Candid’s re-performance of the deficient Service or, if Candid cannot re-perform such deficient Service as warranted, you may terminate your User Account as set forth above and Candid will refund a prorated portion of your monthly prepayment. You must notify Candid in writing of any warranty deficiency within 10 days from receipt of the deficient Service in order to receive the foregoing warranty remedy.

WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CANDID MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, CANDID HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND CANDID MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT CANDID SHALL NOT BE LIABILE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF CANDID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO CANDID HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

You acknowledge that you have read, understand and agree to Candid’s Privacy Policy located here, which is hereby incorporated into and made a part of these Terms of Service by this reference.

Location of the Site and your Use

Candid operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Candid may be located, at various locations in and outside of the United States. Candid makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

Notices

Candid may give notice applicable to Candid’s general Service customer base by means of a general notice on the Service portal, and notices specific to you by electronic mail to your e-mail address on record in your User Account or by written communication sent by first class mail or pre-paid post to your address on record in your User Account. If you have a dispute with Candid, wish to provide a notice under these Terms of Service, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Candid at Supply Chain Analytics, Inc., 1631 NE Broadway St, #614, Portland, OR 97232.

General

These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Candid relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an authorized representative of both parties. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of Candid and you and do not create any right in favor of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the State of Oregon, without reference to its conflict of laws principles. The Uniform Computer Information Transactions Act will not apply to this Agreement. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Oregon, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.