Effective Date: June 5, 2026

Candle AI Terms of Service

These Terms of Service (“Terms”) are a legal contract between you (“you”) and Candle AI, Inc. (“Candle”, "us", "our" or "we") and govern your use of Candle’s Email Assistant Service (the “Service”), Candle’s Extensions (as defined below), and all of the text, data, information, graphics, videos, audio, photographs and other materials that we may make available to you via your use of the Service and Extension (the “Materials” and, collectively, with the Service and Extension, the “Platform”).

READ THESE TERMS CAREFULLY BEFORE USING ANY PART OF THE PLATFORM.  USING THE PLATFORM OR ANY PART THEREOF INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS.  YOU CANNOT USE THE PLATFORM IF YOU DO NOT ACCEPT THESE TERMS.

THE MATERIALS AND OTHER INFORMATION POSTED ON OR ACCESSIBLE THROUGH THE PLATFORM ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL LEGAL ADVICE. RELIANCE ON ANY INFORMATION PROVIDED BY THE PLATFORM IS SOLELY AT YOUR OWN RISK. 

CHANGES.

We may choose to modify, suspend or discontinue any part or all of the Platform at any time and without notifying you.  We may also change, update, add or remove provisions of these Terms from time to time.  We will inform you of any modifications to these Terms by posting the modified terms of use on the Service and, if you have registered with us (as described below), by describing the modifications to these Terms in an email that we will send to the address associated with your account in our records.  To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration.

If you object to any such modifications, your sole recourse shall be to cease using the Platform.  Continued use of the Platform following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please note that these Terms may be superseded by expressly designated legal notices or terms located on particular features of the Platform or on the sites of our partners.  Such expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

GENERAL USE.

By using the Platform, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Platform and agree to these Terms.  If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms. 

In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to access, use and to display the Materials accessible via the Service for your internal business purposes; your right to use the Materials is conditioned on your compliance with these Terms.  You have no other rights in the Service or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Service.  If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Service. 

You are responsible for complying with these Terms when you access and use the Platform.  Unfortunately, if you breach any of these Terms, the above license will terminate automatically.

USING THE SERVICE.

In order to access and use the Service you must purchase a subscription and successfully register with us.  To create an account, you must submit all of the information required.  Once you submit the required registration information, we will determine whether or not to approve your proposed account. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly. 

It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Platform, as well as paying related charges.  It is also your responsibility to maintain the confidentiality of your password(s).  Unless expressly permitted in writing by Candle, you may not sell, rent, lease, share, or provide access to your account to anyone else. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us.

Subject to your compliance with the terms and conditions contained in these Terms, Candle, during the relevant term for which you have subscribed to use the Service (the “Subscription Term”), hereby grants you and, if applicable, those of your employees, consultants, contractors, and/or agents:  (a) for whom a subscription to access to the Service during the Subscription Term has been purchased, (b) who are authorized by you to access and use the Service, and (c) who have been supplied user identifications and passwords for such purpose by you (or by Candle at your request) (“Authorized Users”), a limited, non-exclusive, non-transferable right to access and use the Service in accordance with the applicable documentation and in each case solely for your internal business use and not to provide the Service to any other person or entity.  Your use of the Service may be subject to certain limitations – for example, certain functionality only available to those users who have subscribed to use it. 

If your subscription includes the use of a Candle software extension, tool or application that customizes or adds to (i) the functionality of the Google Chrome® web browser or (ii) other email management system (e.g. Microsoft Outlook®), (each, an “Extension”), then, subject to your compliance with these Terms, Candle hereby grants you, during the applicable Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to (a) download, copy, and install in accordance with the applicable documentation such Extension on computer(s) owned or leased, and controlled by you; and (b) execute and otherwise use the Extension, in accordance with these Terms and the applicable documentation, solely for your internal business purposes in using the Service. You acknowledge and agree that the Extension is provided under license and not sold. You do not acquire any ownership interest in the Extension under these Terms, or any other rights thereto other than to use the Extension in accordance with the license granted, and subject to all terms, conditions, and restrictions in, these Terms.

You shall not, directly or indirectly, and you shall not permit any Authorized User or third party to:  (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Service or the Extension; (b) modify, translate, or create derivative works based on any element of the Service, the Extension or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Service or the Extension; (d) use the Service or the Extension for timesharing purposes or otherwise for the benefit of any person or entity other than for your benefit and the benefit of your Authorized Users; (e) remove any proprietary notices from the documentation; (f) use the Service or the Extension for any purpose other than their intended purpose; (g) interfere with or disrupt the integrity or performance of the Platform; or (h) attempt to gain unauthorized access to the Service or its related systems or networks.

Except as expressly granted in these Terms, there are no other licenses granted to you or any Authorized User, express, implied or by way of estoppel.  All rights not granted in these Terms are reserved by Candle.

PAYMENTS.

You agree to pay all fees applicable to your and your Authorized Users’ use of the Platform using one of the payment methods Candle supports.  Except as otherwise specified in these Terms, (a) fees are based on services purchased, regardless of actual usage, and (b) payment obligations are non-cancelable and fees paid are non-refundable.  Subscription fees are based on recurring subscription periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for subscriptions added in the middle of a subscription period will be charged for that full month and the periods remaining in the subscription term.  All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.

If you elect to pay by credit card, Candle or our third-party payment processor will charge your payment method on the date that you subscribe to use the Service.  By providing a payment method, you expressly authorize Candle and/or our third-party payment processor to charge the applicable fees to said payment method as well as taxes and other charges incurred thereto. You agree that we may invoice you for any unpaid fees, including without limitation any amounts owed by you that cannot be processed.  You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. You agree to pay all invoiced amounts within thirty (30) calendar days of the invoice date. 

If Candle does not receive fees by the due date, then at our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

If any amounts owed by you for the Service are more than thirty (30) days overdue, Candle may, to the extent permitted by applicable law, and without limiting our other rights and remedies, suspend your and your Authorized Users’ access to the Service until such amounts are paid in full; provided that Candle agrees that it will not exercise its rights under this Section if the applicable charges are under reasonable and good-faith dispute and you are cooperating diligently to resolve the dispute. 

Automatic Renewal: Beginning with the first month following the end of the month for which you initially subscribe, we will automatically renew your subscription at the beginning of each month unless you cancel prior to the expiration of the previous month.  Each renewal period will be for one month.

We reserve the right to modify our pricing at any time (but not the price in effect for the then-current month in which you receive the notice) upon 30 days’ advance notice to you. If you have not cancelled your subscription within the 30-day period after receiving notice of a price change, your subscription will auto-renew at the price indicated in the notice.

ELECTRONIC COMMUNICATIONS.

By using the Platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message).  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Platform.  These electronic communications are part of your relationship with us.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.  Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

PRIVACY.

We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information.  Please review our Privacy Policy (“Privacy Policy”) https://www.trycandle.ai/privacy, which explains how we use such information.

THIRD PARTY OFFERINGS; THIRD PARTY HOSTING. 

The Platform may contain features designed to interoperate with certain software or services delivered or performed by third parties (“Third Party Offerings”).  To use such features, you will be required to obtain access to such Third Party Offering from the providers of such offerings.  Any acquisition by you of any such Third Party Offerings, and any exchange of data between you and any provider of a Third Party Offering, is solely between you and the applicable provider of the Third Party Offering.  Candle does not warrant or support any Third Party Offering, whether or not such offerings are designated by Candle as “certified” or otherwise.  If you install or enable any Third Party Offering for use with the Platform, you acknowledge that we may allow providers of that Third Party Offering to access User Data (each as defined below) as required for the interoperation and support of such Third Party Offering with the Platform.  Candle shall not be responsible for any disclosure, modification or deletion of User Data resulting from any such access by the providers of Third Party Offerings.  If Candle determines that it is no longer in Candle’s best interest to provide interoperability with a Third Party Offering or the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Platform features on reasonable terms, Candle may cease providing such features without entitling you to any refund, credit, or other compensation.

To the extent that Candle requires that you provide us with authorizations, passwords or other user credentials to a Third Party Offering (“Third Party Access Codes”) to retrieve User Data or to enable interoperability with the Platform, you will promptly provide such Third Party Access Codes. We will not share, reassign, divulge or disclose any Third Party Access Codes except to our employees or contractors.

We may use the services of one or more third parties to deliver any part of the Platform.  We will pass through to you any warranties that we receive from such service providers, to the extent permitted.  You agree to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to you from time to time.

THIRD-PARTY WEBSITES AND ACCOUNTS.

We sometimes provide links on the Platform to third-party websites.  If you use these links, you will leave our Platform. We are not obligated to review any third-party websites that you link to from the Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. 

As part of the functionality of the Service, you may be permitted to link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Service; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account so that it is available on and through the Platform via your account; and (2) we may receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then the content received from such Third-Party Account may no longer be available on and through the Platform.

YOU AGREE THAT CANDLE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES, THIRD PARTY ACCOUNTS, OR THIRD PARTY OFFERINGS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Platform to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Candle's endorsement or recommendation.

USER PROVIDED CONTENT AND DATA.

To the extent you provide Candle with, or access to, any data or materials owned, and/or licensed to you (“User Data”), you hereby grant Candle a non-exclusive, royalty-free, fully-paid-up right and license to reproduce, display, modify and otherwise use such User Data (a) during the relevant subscription term(s), for the purpose of performing its obligations and providing the Service to you under these Terms, and (b) perpetually and irrevocably, to use such User Data to create Aggregated Statistics (as defined below). Notwithstanding the foregoing, Candle agrees that we shall not use any attorney-client privileged information contained in the User Data as input to any non-Candle machine learning or artificial intelligence tool or to train any non-Candle artificial intelligence model. To the extent that you use the Platform to process third party data or User Data, you shall comply with all applicable laws and industry standards in your collection, processing and use of such data, and you represent and warrant that you have the right to provide such User Data and that Candle may process such User Data for the purpose of providing the Service as contemplated herein.

We may, but are not obligated to, pre-screen User Data or monitor any area of the Platform through which User Data may be submitted. We are not required to host, display, or distribute any User Data on or through the Platform and may remove at any time or refuse any User Data for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Data. If you choose to share your User Data with other users of the Service, you are solely responsible for choosing with whom to share such information and such parties’ use of such information.

Notwithstanding anything else in these Terms or otherwise, Candle may monitor your use of the Platform and use data and information related to such use and User Data in an aggregate and anonymous manner, including to compile statistical and performance information and prepare and maintain analytics related to the provision and operation of the Platform (“Aggregated Statistics”).  As between Candle and you, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Candle.  You acknowledge that Candle will be compiling Aggregated Statistics based on User Data input, uploaded or otherwise transmitted to the Platform and you agree that Candle may (a) make such Aggregated Statistics publicly available, and (b) use such information in compliance with applicable law or regulation and for purposes of data gathering, analysis, service and product enhancement and marketing, provided that such data and information does not identify you or your Confidential Information. 

THE PLATFORM DOES NOT PROVIDE PROFESSIONAL LEGAL SERVICES OR ADVICE.

The provision of the Platform does not constitute the practice of law and is not intended to be a substitute for professional legal advice. Reliance on any information provided by Candle, our employees, or other users of the Platform is solely at your own risk.

RELIANCE ON THIRD-PARTY CONTENT.

Opinions, advice, statements, or other information made available on the Platform are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. CANDLE DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE SERVICE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY ANY THIRD-PARTY. UNDER NO CIRCUMSTANCES WILL CANDLE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PLATFORM OR TRANSMITTED TO OR BY ANY THIRD-PARTY. You also understand that by accessing and using the Platform, you may encounter information, materials and subject matter that you or others may deem offensive, indecent, or objectionable. You agree to use the Platform at your sole risk and that Candle and our affiliates, partners, suppliers and licensors shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.

UNAUTHORIZED ACTIVITIES.

Unauthorized use of the Platform may result in violation of various United States and international copyright laws.  Unless you have written permission from us stating otherwise, you are not authorized to use the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

●      for any use of the Materials on another site or service, including, for avoidance of doubt, to use the Materials, or results provided by the Platform to train any artificial intelligence model or improve any competing service;

●      in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform;

●      in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;

●      to stalk, harass, or harm another individual;

●      to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

●      in a manner that may create a conflict of interest or undermine the purposes of the Service;

●      in a manner that infringes any copyright, trademark or other intellectual property or privacy rights of any other person;

●      to interfere with or disrupt the Service or servers or networks connected to the Service;

●      to harvest or collect email addresses or other contact information of other users of the Platform;

●      to use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform; or

●      to attempt to circumvent any content filtering techniques we employ or to gain unauthorized access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.

Candle may temporarily suspend your and/or your Authorized Users’ access to the Service in the event that either you or your Authorized Users are engaged in, or we in good faith suspect that you or your Authorized Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Candle will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that our exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. A suspension may take effect for your entire account and you understand that such suspension would therefore include your Authorized Users’ accounts. You agree that Candle shall not be liable to you, Authorized Users, or any third party if we exercise our suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to our reasonable satisfaction, we shall reinstate your and your Authorized Users’ access to and use of the Service. Notwithstanding anything in this Section to the contrary, suspension of access to the Service is in addition to any other remedies that we may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, we may, in our reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

You agree to indemnify and hold Candle and its officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

As between Candle and you, all right, title and interest in the Platform, all software, models and algorithms used to provide the Platform, and any other Candle materials furnished or made available hereunder, and all modifications, enhancements and derivative works thereof, and all suggestions, ideas and feedback proposed by you regarding the Platform, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Candle or Candle’s licensors and providers, as applicable. 

As between Candle and you, all right, title and interest in the User Data and all intellectual property rights therein and thereto, belong to and are retained solely by you.  Consistent with the foregoing, the parties agree that in the event you are a “Covered Entity” as defined under the Health Insurance Portability and Accountability Act (HIPAA), and Candle is providing a business associate service to you, the parties shall separately execute Candle’s Business Associate Agreement (“BAA”).

You acknowledge and agree that certain functionality of the Service utilizes machine learning and artificial intelligence to process User Data and generate documents and other results. To the extent Candle obtains any intellectual property rights in or to any such output generated and returned to you through your use of the Platform with your User Data (“Customer Results”), Candle hereby assigns and agrees to assign to you all right, title and interest in and to such Customer Results.  You understand and agree that, notwithstanding the foregoing, due to the nature of machine learning, output generated and returned to users of the Platform may not be unique across users and the Platform may generate the same or similar output for a third party. You understand and agree that output generated for other users through the use of their user data is not considered to be your Customer Results, regardless of any similarity to your Customer Results.

The trademarks, service marks, and logos of Candle (“Our Trademarks”) used and displayed on various parts of the Platform are registered and unregistered trademarks or service marks of Candle. Other company, product, and service names located on our platforms may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Platform are our sole property, or the property of our suppliers and licensors.  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. 

DISCLAIMER OF WARRANTIES.

THE SERVICE, MATERIALS, EXTENSION, AND THIRD PARTY OFFERINGS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS", AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU.  WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE PLATFORM, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM OR THIRD PARTY OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THIRD PARTY OFFERINGS). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

YOU ACCEPT FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS YOU MAKE AS A RESULT OF USING THE PLATFORM.  YOU ACKNOWLEDGE AND AGREE THAT (A) USE OF THE PLATFORM IS AT YOUR SOLE RISK; AND (B) CANDLE AND ITS THIRD-PARTY SUPPLIERS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION IN USE OF THE PLATFORM, DELAYS OR ERRORS CAUSED BY ANY USER’S USE OF THE PLATFORM OR ANY PART THEREOF.

LIMITATION OF LIABILITY.

YOU ARE USING THE PLATFORM AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICE OR YOUR USE OF THE PLATFORM.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.  CANDLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO CANDLE’S LIABILITY.

WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE EVOLVING FIELDS AND THAT INFORMATION GENERATED BY THE PLATFORM MIGHT NOT ALWAYS BE ACCURATE, COMPREHENSIVE, AND CURRENT. YOU SHOULD NOT RELY ON CUSTOMER RESULTS AS A SOURCE OF TRUTH OR FACT, OR AS A SUBSTITUTE FOR PROFESSIONAL OR LEGAL ADVICE OR USE CUSTOMER RESULTS RELATING TO A REAL PERSON FOR DECISIONS THAT HAVE LEGAL OR MATERIAL CONSEQUENCES—SUCH AS THOSE INVOLVING EMPLOYMENT, HOUSING, CREDIT, INSURANCE, EDUCATION, OR HEALTHCARE. YOU MUST EVALUATE CUSTOMER RESULTS FOR ACCURACY AND APPROPRIATENESS, INCLUDING USING HUMAN REVIEW AS APPROPRIATE. ALL CUSTOMER RESULTS ARE PROVIDED AS-IS AND WITHOUT ANY WARRANTIES OR ASSURANCES AS TO SUITABILITY, RELEVANCE, ACCURACY, COMPLETENESS, CURRENCY, OR COMPREHENSIVENESS. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION CONTAINED IN CUSTOMER RESULTS AND ARE ADVISED TO VERIFY ALL CUSTOMER RESULTS FOR ACCURACY PRIOR TO TRANSMITTING OR MAKING AVAILABLE ANY CORRESPONDENCE, COMMUNICATIONS, RESPONSES, OR INFORMATION TO ANY OF YOUR CLIENTS OR PROSPECTIVE CLIENTS, OR ANY OTHER PERSON, THAT CONTAINS ANY CUSTOMER RESULTS. CANDLE DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE CONTENT, STATEMENTS, OR REPRESENTATIONS INCLUDED IN ANY SUCH CORRESPONDENCE OR COMMUNICATION MADE BY YOU OR ANY AUTHORIZED USER.

CONFIDENTIALITY

The parties acknowledge that each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential.  Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.  “Confidential Information” means all written or oral information, disclosed by either party to the other, related to either party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure should reasonably be understood by the party receiving such information as confidential. 

Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described in these Terms and, if applicable, the Privacy Policy and/or BAA; (ii) that such party will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with these Terms; and (iv) to return or destroy, subject to the perpetual license granted to User Data set forth in these Terms, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of these Terms. 

Notwithstanding the foregoing, the parties’ obligations of confidentiality will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.  In addition, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under these Terms, including to make such court filings as it may be required to do.

LOCAL LAWS; EXPORT CONTROL.

We control and operate the Service from our headquarters in the United States of America and it is intended for use only by users in the United States. As such, the entirety of the Platform may not be appropriate or available for use in other locations.  If you use the Platform (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.

FEEDBACK.

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email) will be treated as both non-confidential and non-proprietary.  You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion.  You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

TERMINATION.

To the fullest extent permitted by applicable law, Candle reserves the right, without notice and in our sole discretion, to terminate your license to use the Platform and to block or prevent your future access to and use of the Platform, including but not limited to where we reasonably consider that: (a) your use of the Platform violates these Terms or applicable law; (b) you fraudulently use or misuse the Platform; or (c) we are unable to continue providing the Platform to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Platform; (ii) any term of these Terms; (iii) any policy or practice of Candle, or (iv) any content or information transmitted through the Platform, is to terminate your account and to discontinue use of any and all parts of the Platform.

Upon expiration or termination of these Terms, (a) your use of and access to the Platform shall cease; and (b) all fees and other amounts owed to Candle shall be immediately due and payable. Candle shall, unless prohibited by applicable law, maintain your User Data for thirty (30) days.  After that, Candle shall have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited or otherwise agreed in writing by the parties hereto, delete all User Data in its systems or otherwise in its possession or under its control. 

General.

We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action.  However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Platform without prior notice to you.  Delaware state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms.  Foreign laws do not apply.  The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.  Any disputes relating to these Terms or the Platform will be heard in the courts located in the state of Delaware.  You and Candle agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.  Our failure to enforce any of these Terms is not a waiver of such term.  These Terms are the entire agreement between you and Candle and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Candle about the Platform.  The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at contact@trycandle.ai.