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Last Revised: March 31, 2025
THE TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS OR RECEIVING ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS, UNLESS CUSTOMER AND QUADBRIDGE HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL PREVAIL OVER ANY INCONSISTENT TERMS CONTAINED HEREIN.
These Terms and Conditions constitute a binding contract between Customer and Quadbridge and are referred to herein as either "Terms and Conditions" or this "Agreement". These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on a Website at the time that Customer places an order will govern the order in question unless otherwise agreed in writing by Quadbridge and Customer.
Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Quadbridge. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
Orders placed by Customer are not binding until accepted by Quadbridge.
Customer acknowledges and agrees that: (i) the Products purchased by Customer are resold by Quadbridge for Customer’s use only (unless otherwise stated in the Terms of Use); and (ii) Quadbridge is not the creator, manufacturer, distributor or licensor of the Products. In purchasing the Products, Customer is relying on the Third Party Provider’s specifications only and is not relying on any statements or documents that may be provided by Quadbridge.
If applicable and permitted by the Third Party Provider, Quadbridge will pass through to Customer any warranties provided to Quadbridge by the Third Party Provider for a Product. This limited obligation to pass through warranties provided by the Third Party Provider to Customer is Customer’s sole remedy and Quadbridge’s sole obligation in connection with representations, warranties and conditions related to Products. QUADBRIDGE MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS IN CONNECTION WITH THE PRODUCTS WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges that no employee of Quadbridge is authorized to make any representation or warranty on behalf of Quadbridge that is not in this Agreement.
To the extent that a Third Party Provider provides indemnities to Quadbridge, including but not limited to, indemnification against liability for infringement of a third party’s proprietary rights, and to the extent that such Third Party Provider permits the transfer of such indemnities to Customer, Quadbridge will pass such indemnities through to Customer. Quadbridge does not directly provide any indemnities in connection with the Products. Further, Customer expressly waives any claim that it may have or allege to have against Quadbridge based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property right with respect to any Product and also waives any right to indemnification from Quadbridge against any such claim made against Customer by a third party.
Subject to the Terms of Use, title to hardware Products shall pass to Customer, and acceptance of the hardware Products shall occur, upon delivery of the hardware Products to the carrier (F.O.B. Origin). For greater certainty, title to software Products will remain with the applicable Third Party Provider (or its licensor), and Customer's rights therein are contained in the Terms of Use.
Terms of payment are within Quadbridge’s sole discretion. Customer is responsible for any applicable sales, use, or other taxes, or federal, provincial, state or local fees or assessments associated with its purchase of Products. Customer agrees to pay the total purchase price for the Products plus all shipping costs (if applicable). Unless otherwise stated on the invoice, if Customer is purchasing Products for use in Canada, payments shall be made in the lawful currency of Canada; unless otherwise stated on the invoice, if Customer is purchasing Products for use outside of Canada, payments shall be made in the lawful currency of the United States. Overdue invoices shall be subject to an interest rate of 2% per month (24% annually) calculated monthly from the date payment was due until the date payment is made, without prejudice to any other rights, remedies or recourses which Quadbridge may have under this Agreement, at law or in equity. Further, in the event payments are not received in accordance with the Quadbridge approved terms of payment, Quadbridge may suspend the provision of Products (including subscriptions and related services) until payment is received. Customer further accepts to pay all costs of collection including legal fees. Quadbridge reserves the right to make adjustments to pricing and Product offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes, foreign exchange changes and fluctuations, and errors in advertisements. All orders are subject to Product availability. Therefore, Quadbridge cannot guarantee that it will be able to fulfill Customer’s orders.
Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labelled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.
Each party agrees to hold the other party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement and need to know such Confidential Information for purposes of providing or receiving the Products, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party.
If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
All Products provided to Customer are subject to the applicable Terms of Use. Customer agrees to abide by the Terms of Use and will defend, indemnify and hold Quadbridge harmless from any third party claim related to Customer’s failure to abide by the Terms of Use. Some Terms of Use may provide for automatic renewal of certain Product subscriptions. To the extent such automatic renewal terms exist in respect of a Product, Customer is responsible for any notice requirements related to such automatic renewals.
Quadbridge cannot and does not guarantee that it can fulfill Customer’s requests for Products. Delivery times are estimates only and Quadbridge shall not be liable for delays. Quadbridge will arrange for shipping with the applicable carrier and include shipping costs separately on its invoice to Client. Quadbridge will not be liable for handling, duties or customs charges for shipments. Quadbridge is not responsible for any damage or loss that may occur to the Products during shipping.
All returns are subject to Quadbridge’s returns policy available on the Website, as amended from time to time. Quadbridge will not be responsible for any Third Party Provider’s refusal to accept the return of any Product for any reason. No returns will be accepted without our written authorization.
Customer agrees that it will not divert, use, export or re-export such items contrary to any federal, state or provincial laws in Canada or the United States. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to Canadian or United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the applicable authority. Customer also expressly acknowledges and agrees that it will not export, reexport, or provide such items to entities and persons that are ineligible under Canadian or United States law to receive such items.
Subject to a separate, written, fully-executed agreement between Quadbridge and Customer for the sale of Products or a click-through contract provided by Quadbridge and accepted by Customer for the sale of Products, this Agreement contains the complete agreement between Quadbridge and Customer relating to the purchase and provision of the Products and supersedes all prior negotiations, representations and understandings. For greater certainty, purchase orders issued by Customer are issued for administrative purposes only; terms and conditions contained in any such purchase order shall be null and void.
This Agreement shall be governed by the laws in effect in the Province of Ontario, without regard to its conflict of laws rules. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and the Canadian federal courts located therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
No provision of this Agreement may be waived, by any act or omission of either Quadbridge or the Customer, and this Agreement may not be amended except by the express written consent of both parties. For greater certainty, forbearance or indulgence by either Quadbridge or the Customer in any regard shall not constitute a waiver of any provision of this Agreement.
Customer may not assign this Agreement or any rights or obligations under this Agreement to a third party without the prior written consent of Quadbridge.
The Parties agree that this Agreement be drafted in the English language. Les parties ont exigé que le présent contrat soit rédigé en langue anglaise.
In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.
Except for a party’s obligation to pay the other party any amount owed in accordance with this Agreement, neither party will be deemed to be in default hereunder or liable for a failure or delay in performance that is caused, in whole or in part, by circumstances including, acts of God, acts, omissions or delays of carriers, embargo, explosion, fire, flood, order of civil or military authority, disease, strike, lockout, war, Product unavailability, or any other causes beyond its control where such event renders impossible or delays a party’s performance. In such an event that impacted party will promptly notify the other in writing and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Delivery and performance dates will be equitably extended to the extent of any such delays.
