Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your use of getcandex.com and the Candex enterprise AP automation and supplier payment platform (together, the "Service"), operated by Candex, Inc. ("the Company"), a Delaware corporation with offices at 1350 Broadway, Suite 1510, New York, NY 10018.

The Service is designed for use by authorized representatives of enterprise organizations ("Clients") and is not a consumer service. By accessing or using the Service, you represent that you are an authorized representative of a legal entity, and that you have authority to bind that entity to these Terms. If you do not agree, do not use the Service.

2. Use of the Service

• Authorized users must be at least 18 years old and must be acting on behalf of a lawfully formed enterprise entity.
• You agree to use the Service only for its intended purpose: submitting and processing legitimate cross-border supplier payment requests in accordance with your organization's internal approval processes and applicable law.
• You agree not to use the Service for unlawful purposes, to submit fraudulent payment requests, to interfere with platform operation, or to attempt to gain unauthorized access to systems, data, or other clients' accounts.
• You may not scrape, reverse-engineer, or copy the Service except as permitted by applicable law.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3. Client Responsibilities for Payment Data and Compliance

Candex processes payment requests and handles compliance steps on behalf of Clients, but Clients remain responsible for certain obligations:

• Clients must ensure that each payment request is supported by a legitimate business purpose and has received appropriate internal authorization under the Client's own procurement and AP policies;
• For US-source income payments subject to tax withholding, the enterprise Client, as withholding agent, retains ultimate responsibility for the accuracy of payment classifications and withholding determinations under applicable IRS rules. Candex applies withholding rules based on the information collected from the supplier, but cannot guarantee correctness in all circumstances;
• Clients are responsible for ensuring that the supplier information they submit is accurate and that they have the right to submit such information for processing;
• Clients using the platform for payments that may be subject to OFAC or other sanctions regulations are responsible for not directing payments to sanctioned parties. Candex performs screening as part of our platform controls, but this does not relieve Clients of their own OFAC compliance obligations.

4. Intellectual Property

The Service, including all text, graphics, logos, software, and the Candex compliance processing logic, is owned by the Company or its licensors and is protected by US and international intellectual-property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service for its intended business purpose during the term of your engagement with the Company. All rights not expressly granted are reserved.

You grant us a limited license to use, store, and process the payment data, tax documentation, and other content you submit through the Service as necessary to provide the Service, generate audit-trail records, and fulfill our compliance obligations.

5. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET ALL OF YOUR LEGAL OR REGULATORY REQUIREMENTS, THAT ALL PAYMENT TRANSACTIONS WILL COMPLETE WITHOUT INTERRUPTION, OR THAT TAX WITHHOLDING DETERMINATIONS WILL BE CORRECT IN EVERY CIRCUMSTANCE. THE SERVICE IS A PROCESSING PLATFORM; IT DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING DAMAGES ARISING FROM PAYMENT DELAYS, INCORRECT TAX DETERMINATIONS, OR REGULATORY ACTIONS TAKEN AGAINST YOU OR YOUR ORGANIZATION. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE THREE MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages; in those jurisdictions, our liability will be limited to the maximum extent permitted by law.

7. Indemnification

You agree to defend, indemnify, and hold harmless the Company from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Service in violation of these Terms, (b) payment requests you submit that involve fraud, sanctions violations, or unauthorized transactions, or (c) your violation of any applicable law or third-party right in connection with your use of the Service.

8. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including violation of these Terms or failure to pay amounts owed. Upon termination, your right to use the Service ceases. Sections 3, 5, 6, 7, 9, and 10 will survive termination. We will retain payment records and tax documentation for the periods required by law after termination.

9. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law principles.

Informal Resolution. Before filing a claim, you agree to contact us at [email protected] and attempt informal resolution for at least 60 days.

Arbitration. Any dispute that cannot be resolved informally will be settled by binding arbitration administered in New York, USA under the rules of the American Arbitration Association ("AAA"). Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. You and the Company each waive the right to a jury trial and the right to participate in a class action.

Exception. Either party may seek injunctive relief in a court of competent jurisdiction located in New York, USA for intellectual-property infringement or unauthorized access to the Service.

10. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted with a new "Last updated" date and communicated to active Clients where practicable. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the changes.

11. Contact