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Terms of Service

Date of Last Revision: November 23, 2023

Acceptance of These Terms of Service

Candle Finance Inc. (“Candle,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at https://www.candle.fi (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site and under the “Settings > Legal > Terms of Service” section of our Mobile App. We will also notify you of any material changes, either through the Service user interface or a pop-up notice on your mobile device. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Candle is not a broker-dealer or investment adviser, and Candle has no control over the information your broker-dealer provides to you. Nothing in the Service will constitute an offer to buy, or solicitation of an offer to sell, any security, product, cryptocurrency, or strategy regardless of whether such security, product, cryptocurrency, or strategy is referenced in the Services.  Furthermore, nothing in Service is intended to provide, nor should be construed as advice, an endorsement of, or a recommendation to buy, sell, or hold any investment, security, or cryptocurrency or to engage in any investment strategy or transaction. For the avoidance of doubt, Candle does not offer any investing functionality. As a result, none of your activity on or through this Service is insured by the FDIC, SIPC, or otherwise.

Nothing in the Service is intended to constitute legal, tax, accounting or investment advice.  All investments involve risk, including loss of principal, and past performance of a security, financial product, or strategy does not guarantee future results.  You will not use anything on this Service to form the basis of any investment decision. Candle does not represent that the securities, cryptocurrencies, products, or services discussed in the Service are suitable for any particular investor. You are solely responsible for determining whether any investment, investment strategy, security, cryptocurrency, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. All investing involved risk of loss, including loss of principal. You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal or tax situation.

Candle does not manage assets, make recommendations, or effect transactions in securities or cryptocurrencies. Candle does not control or monitor the operation or conduct of third party broker-dealers, investment advisers, investment platforms, or exchanges. Candle content and information is not intended to, nor should you use it to, supplant your decision-making on what action to take, if any, with regard to investing in financial markets. Candle will not be liable for any damage or cost of any type arising out of or in any way connected with your use of the Service of any third party.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CANDLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Candle, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.candle.fi/privacy and under the “Settings > Legal > Privacy Policy” section of our Mobile App (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time.  **All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to provide a means through which users can create custom target portfolios and instruct Candle to periodically facilitate rebalancing of their portfolio to the target allocations specified by the user when certain thresholds are met.  Users provide Candle with the credentials to the user’s brokerage account, and the user transmits their buy and sell instructions to the user’s brokerage through the Candle Brokerage Link (as defined herein). Users select the securities and/or cryptocurrencies (as permitted by their brokerage) they want to own. Candle will monitor each user’s portfolio and analyze when rebalancing events occur based on specific rebalancing criteria that each user provides and instructs Candle to follow. Each user can establish their desired criteria and instructions either on a fixed basis (e.g., portfolio equal weighting or using a fixed percentage deviation from your defined target for a given security and/or cryptocurrency) or a dynamic basis through which each user takes into account various factors regarding their portfolio, including volatility metrics, number of assets selected for the portfolio, and asset weights (collectively, the “Candle Algorithm(s)”). Each user is solely responsible for selecting the securities and/or cryptocurrencies that comprise such user’s target portfolio.  By creating a target portfolio, each user is explicitly instructing Candle to transmit to such user’s  broker-dealer buy and sell orders based on the criteria that such user instructs Candle to apply to such user’s  target portfolio.  As part of the Service, a user may also transmit instructions to the user’s brokerage account via the Candle Brokerage Link (as defined herein) to ACH debit the user’s linked bank account to transfer funds to the user’s brokerage account to buy securities and/or cryptocurrencies or ACH credit the user’s bank account to transfer uninvested funds from the user’s brokerage account to the user’s linked bank account.

Your Registration Obligations: **You may be required to register with Candle or provide information about yourself (*e.g.*, name and email address) in order to access and use certain features of the Service. **If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of any applicable password and account details (“Login Credentials”), including, for the avoidance of doubt, in connection with your Apple iCloud account and your brokerage account(s), and are fully responsible for any and all activities that occur under your password or account. You agree to immediately notify Candle of any unauthorized use of your password or account or any other breach of security. Candle will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Candle reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Candle will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Candle may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Candle’s or its third-party service providers’ servers on your behalf. You agree that Candle has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Candle reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Candle reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Candle, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Candle. Candle reserves the right to investigate and take appropriate legal action against anyone who, in Candle’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

  1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Candle, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Candle or its users to any harm or liability of any type;
  2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  3. violate any applicable local, state, national, or international law, or any regulations having the force of law, including the rules of the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority;
  4. engage in any fraudulent or manipulative trading activity, like spoofing, momentum ignition, pumping and dumping, insider trading, front-running, wash sales, painting the tape, layering, etc.
  5. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  6. solicit personal information from anyone under the age of 18;
  7. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  8. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  9. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  10. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  11. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
  12. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Candle from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Brokerage Account Connectivity: Candle, at its sole discretion, may provide support for direct linkage to your brokerage account at supported brokers (“Candle Brokerage Link”). The Candle Brokerage Link will enable you to access your brokerage account through direct linkage. You understand that your relationship with your broker is independent of your relationship with Candle, and is governed by the agreements you may have in place with your broker.  You understand that Candle is not authorized to act on your behalf, and that Candle only facilitates your transmission of information directly by you to your broker.  You understand Candle has no ability or right to, and will not, alter or amend in any way your relationship with your broker.  You understand that Candle is not and does not provide any additional functionality regarding the ability to purchase or sell securities and/or cryptocurrencies to you that is not otherwise provided by your broker or your brokerage account. You understand that Candle is merely providing a linkage to allow you to access your brokerage account and for you to transmit your instructions to your broker. You instruct Candle to, and Candle will, transmit any information you enter into the Candle Brokerage Link to your broker directly as you enter it. Candle does not have discretion to, and Candle will not, alter any of the information you enter into the Candle Brokerage Link.

You are solely responsible for all information transmitted by you, or by anyone else using your Login Credentials, to your brokerage account when using the Candle Brokerage Link. Other than administrative checks for completeness and information integrity, Candle will not review, verify, validate, check, or otherwise confirm any of the information transmitted from your Candle account via the Candle Brokerage Link. Candle has no obligation to accept or transmit all or any part of any message data that you send via the Service.  Without limitation of the foregoing, Candle has no responsibility for inaccurate, erroneous, cancelled, or duplicate transmissions, or transmissions that are not received or are delayed for any reason or no reason. Please consult your broker or financial representative before placing any trade via the Candle Brokerage Link.

Competitors: No employee, independent contractor, agent, or affiliate of any competing service that allows retail investors to create custom portfolios which are then automatically managed on behalf of the user is permitted to view, access, or use any portion of the Service without express written permission from Candle. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Candle or any of its affiliates, or acting on behalf of a competitor of Candle in using or accessing the Service.

Payment Terms: Candle offers its services for purchase via a monthly or yearly subscription fee within the Mobile App (“In-App Purchase”). If you choose to make an In-App Purchase, you acknowledge and agree that additional terms, disclosed to you at the point of purchase, may apply, and that such additional terms are incorporated herein by reference. You may make an In-App Purchase by making a purchase through a third-party platform such as the Apple App Store and Google Play Store (“Third Party Store”), which will require your payment details (“Payment Method”). You represent and warrant to Candle that such information in connection with your Payment Method is true and that you are authorized to use such Payment Method. You will promptly update your Payment Method details with the Third Party Store with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

Subscriptions and Auto-Renewal: Candle may offer some services as automatically-renewing subscriptions. IF YOU PURCHASE AN AUTOMATICALLY RENEWING SUBSCRIPTION, YOUR SUBSCRIPTION WILL RENEW AT THE END OF THE PERIOD, UNLESS YOU CANCEL, AT CANDLE’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTIONS. To avoid charges for a new subscription period, you must cancel, as described below, before the end of the then-current subscription period. Deleting your account or deleting the Mobile App from your device does not cancel your subscription. You will be given notice of changes in the applicable pricing for such subscription by your applicable Third Party Store. If Candle changes these prices and you do not cancel your subscription, you agree that you will be charged at Candle’s then-current pricing for such subscription.

Cancelling Subscriptions: If you purchased a subscription through a Third Party Store, you may cancel your subscription either directly within the Third Party Store or from within the user interface under the Settings > Candle Pro > Cancel Subscription section of the Mobile App. If you cancel your subscription, you may use your subscription until the end of the period you last paid for, but (i) you will not be eligible for a prorated refund, (ii) your subscription will not be renewed when that period expires, and (iii) you will then no longer be able to use any subscription related services or In-App Purchases enabled by your subscription.

Free Trials: If you sign up for a free trial and do not cancel, your trial may convert into a paid subscription and your Payment Method will be charged at the then-current price for such subscription. Once your free trial converts to a paid subscription, your paid subscription will continue to automatically renew at the end of each period, and your Payment Method will be charged, until you cancel. To avoid charges for a new subscription period, you must cancel before the end of the then-current subscription period or free trial period as described above. Deleting your account or deleting the Mobile App from your device does not cancel your free trial.

Taxes: You will be responsible for all taxes associated with your use of the Service, other than taxes based on Candle’s net income. Any fees applicable to the Service are irrespective and independent of any fees that may be due or payable to a third party, like a broker-dealer. For the avoidance of doubt, Candle has no ability or authority to set, alter amend, or cancel any fee by any third party.

Refunds: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Candle. If you dispute any charges, you may submit a request for a refund directly to the applicable Third Party Store. The applicable Third Party Store’s terms and conditions will apply with respect each such request.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use.

Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Push Notifications: Candle will push notifications, alerts, and other messages related to the Service, such as enhancements, offers, products, events, and other promotions to your mobile device. After downloading the Mobile App, you will be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts until the next time you open the Mobile App. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the Mobile App, you may opt out by changing your notification settings on your mobile device.

Mobile App License: Subject to these Terms of Service, Candle hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Candle, its affiliates, and its licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Candle.

Special Notice for International Use; Export Controls: Candle is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Third-Party Distribution Channels: Candle offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

*Apple-Enabled Software:* With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

contact@trycandle.com +1 (857) 277-5050 2055 Limestone Road STE 200-C, Wilmington, Delaware, 19808

Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Candle only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Candle, and not Google, is solely responsible for Candle’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Candle’s Google-Sourced Software.

Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: https://candle.fi/licenses. If required by any license for particular open source software, Candle makes such open source software, and Candle’s modifications to that open source software (if any), available by written request to contact@trycandle.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Candle, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Candle name and logos are trademarks and service marks of Candle (collectively the “Candle Trademarks”). Other Candle, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Candle. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Candle Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Candle Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Candle be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Candle does not pre-screen content, but that Candle and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Candle and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Candle, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Candle and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Candle and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Candle are non-confidential and Candle will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Candle may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Candle, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Candle has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. Candle will not review, verify, validate, check, or otherwise confirm any of the information provided by Third Party Services, including market data. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Candle, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Candle enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Candle will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Candle, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Candle Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, including the Candle Brokerage Link by you, or by anyone else using your Login Credentials, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Candle will provide notice to you of any such claim, suit, or proceeding (which may be via push notification/alert to your mobile device). Candle reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Candle’s defense of such matter. You may not settle or compromise any claim against the Candle Parties without Candle’s written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CANDLE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CANDLE IS NOT AN INVESTMENT ADVISER OR BROKER-DEALER, AND THE SERVICES ARE NOT INVESTMENT ADVICE. CANDLE IS NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF ANY INFORMATION OR ANALYSIS PROVIDED VIA THE SERVICE. SUCH INFORMATION AND ANALYSIS IS DESIGNED TO SUPPLEMENT OTHER SOURCES OF INFORMATION AND IS NOT INTENDED TO REPLACE YOUR DISCRETION AND JUDGEMENT. YOU ACCEPT RESPONSIBILITY FOR, AND ACKNOWLEDGE THAT YOU EXERCISE YOUR OWN INDEPENDENT JUDGMENT IN YOUR USE OF THE INFORMATION AND ANALYSIS PROVIDED VIA THE SERVICE. CANDLE DOES NOT ENDORSE ANY PARTICULAR ASSET, ASSET MANAGER, OR BROKERAGE SERVICE AND DOES NOT GUARANTEE ANY OUTCOMES.  CANDLE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR ANALYSIS PROVIDED VIA THE SERVICE.

THE CANDLE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Brokerage Account Connectivity: You understand that you are responsible for any and all activity that takes place in your brokerage account based on information you transmit from your Candle account via the Candle Brokerage Link.  Candle will have no responsibility for, and Candle will bear no liability for, any information you transmit from your Candle account to your broker via the Candle Brokerage Link.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CANDLE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CANDLE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE CANDLE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CANDLE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Candle, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Candle are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

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. UNLESS BOTH YOU AND CANDLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Candle is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at contact@trycandle.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Candle should be sent to 1309 Coffeen Ave. Suite 1200 Sheridan WY, 82801 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Candle and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Candle may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Candle or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Candle is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Candle and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Candle agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Candle or you under the AAA Rules, Candle and you will split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Candle will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Candle will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Candle agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Candle written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Candle, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Candle believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Candle may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Candle may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Candle will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Candle will have no liability or responsibility with respect thereto. Candle reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Candle governing your access and use of the Service, and supersede any prior agreements between you and Candle with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Candle submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Candle to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Candle, but Candle may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via electronic means (e.g., push notifications to your mobile device). The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Candle will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Candle’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Candle Finance Inc., contact@trycandle.com / (857) 277-5050.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at contact@trycandle.com or 2055 Limestone Road STE 200-C, Wilmington, Delaware, 19808 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.

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