TECH DOT INC AND THE CUSTOMER HAVE AGREED TO AN INDEMNITY AGREEMENT RELATING TO PRODUCTS PURCHASED FROM TECH DOT INC. NO ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS DELIVERED TO TECH DOT INC. BY THE CUSTOMER WILL APPLY. SUCH ADDITIONAL OR DIFFERENT TERMS ARE HEREBY CONSIDERED MATERIAL ALTERATIONS, AND TDI IS HEREBY NOTIFIED OF OBJECTION TO AND REJECTION OF SUCH TERMS.
THE CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS BY MAKING A PURCHASE FROM TECH DOT INC., OR PLACING AN ORDER WITH THE COMPANY. WE RESERVE THE RIGHT TO RESELL PRODUCTS TO CUSTOMERS ONLY IN SPECIAL CONDITIONS WHERE TECH DOT INC. AND THE CUSTOMER HAS AGREED TO A SEPARATE CONTRACT. TECH DOT INC. AND THE CUSTOMER ARE TO ENTER INTO A SELECTIVE WRITTEN CONTRACT OR CLICKTHROUGH CONTRACT BASED ON AN EXCLUSIVE WRITTEN AGREEMENT.
Until Tech Dot Inc. accepts an order, it does not become a legally binding contract. Although changes to this Agreement can occur without prior notice, a Customer's order will be governed by the version posted on the Website at the time of the Customer's order, unless otherwise agreed by Tech Dot Inc. and the Customer in writing.
a. These terms and conditions constitute the agreement;
b. The customer is the person/entity that orders/purchases Products from Tech Dot Inc.;
c. A product is any product or service that Tech Dot Inc. resells from third-party providers, such as hardware, software, subscription services, updates, bug fixes, maintenance services, support services, warranty services, and professional services;
d. If Tech Dot Inc. LP or Tech Dot Inc. Corporation, as the case may be, is involved, it also includes any affiliate, subsidiary, or parent company of Tech Dot Inc. LP as appropriate;
e. In terms of use, the Third Party Provider's terms and conditions that apply to Customer's use, subscription, and/or receipt of the Product shall apply. Customer and Third Party Provider may negotiate a separate agreement between themselves and the Product provider in the form of an end-user license agreement, terms of use, or a separate end user license agreement;
f. Unless stated otherwise, third-party providers refer to the manufacturer, distributor, licensee, or provider of the product which Tech Dot Inc. resells; and
g. Tech Dot Inc.'s websites include this one as well as any others it runs.
(i) Tech Dot Inc. resells the Products purchased by the Customer for the Customer's exclusive use (unless otherwise stated in the Terms of Use); and
(ii) The Products are not the property of Tech Dot Inc., which neither created, manufactured, distributed, nor licensed them. The customer only relies on the Third Party Provider's specifications when purchasing Products. Tech Dot Inc. has no obligation to offer any other statements or documents.
Any warranties provided by a Third Party Provider for a Product to Tech Dot Inc. will be passed along to the Customer if applicable and permitted by the Third Party Provider. In relation to representations, warranties, and conditions related to Products, Tech Dot Inc. is limited to passing through warranties provided by a Third Party Provider to the Customer. WHETHER EXPRESS OR IMPLIED, IN FACT, OR IN LAW, TECH DOT INC. MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS WITH RESPECT TO ANY PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. The customer acknowledges that Tech Dot Inc. does not authorize any of its employees to make any representation or warranty not contained in this Agreement.
Tech Dot Inc. may obtain indemnities from Third Party Providers, including but not limited to:
(i) As long as such Third Party Provider permits the transfer of such indemnifications to Customer, indemnification against infringement of a third party's proprietary rights. Tech Dot Inc. provides Customer with indemnification for infringement of proprietary rights of third parties, and if such Third Party Provider permits such indemnifications to be transferred to Customer, Tech Dot Inc. will do so.
(ii) There are no indemnifications provided directly by Tech Dot Inc. in connection with the Products.
(iii) This agreement expressly waives any right that a Customer might possess or claim to possess against Tech Dot Inc. based on product liability or infringement or alleged infringement of patents, copyrights, trade secrets, or other intellectual property rights with regard to any Product.
(iv) The Customer also waives any right for Tech Dot Inc. to indemnify Customer from any such third-party claim.
a. THE AGGREGATE AND TOTAL LIABILITY OF TECH DOT INC FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY A CUSTOMER ON ACCOUNT OF OR IN CONNECTION WITH THE CUSTOMER'S ORDER OR PURCHASE OF PRODUCTS. PRODUCTS OR THIS AGREEMENT SUPPLIED BY TECH DOT INC IS LIMITED TO THE LESSER OF:
(A) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM; OR
(B) TEN-THOUSAND DOLLARS ($10,000.00) IN CANADIAN CURRENCY.
b. TECH DOT INC. IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. TECH DOT INC. DISCLAIMS ANY LIABILITY FOR:
(I) SAVINGS, REVENUES, OR INCOME LOSSES;
(II) CORRUPTED OR LOST DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS OR NETWORKS, OR THE RECOVERY THEREOF;
(III) LOSS OF BUSINESS OPPORTUNITIES;
(IV) DOWNTIME OR BUSINESS INTERRUPTION;
(V) REPUTATION OR GOODWILL LOSS;
(VI) THE UNAVAILABILITY OF PRODUCTS OR THE ACQUISITION OF SUBSTITUTE PRODUCTS OR OTHER GOODS.
c. Any and all claims shall be subject to the limits, exclusions, and disclaimers stated above, regardless of whether the damages alleged or actual were foreseeable or whether direct or indirect damages were alleged or claimed. In the event a limitation of liability herein is prohibited by applicable law, the parties agree that such limitation will be modified automatically, but only if compliance is possible with such law. Tech Dot Inc's compensation for the Products is a consequence of such risk allocations, and the limitations on liability set forth herein represent agreed-upon allocations of risk. Even if a party has been advised of the possibility of any such failure or liability, such limitations apply notwithstanding the failure of this Agreement's essential purpose or any remedy herein.
Upon delivery of the hardware Products to the carrier (F.O.B. Origin), title to the hardware Products passes to the Customer, and the hardware Products are accepted by the Customer. Software Products will remain the property of their respective Third Party Providers (or licensors), and Customer's rights therein are covered by the Terms of Use.
Tech Dot Inc. will determine terms and conditions for payment. Customer will be liable for any applicable sales taxes, use taxes, or other federal, provincial, state, or local taxes related to purchasing Products. In the event Customer is purchasing Products for use in Canada, payment shall be made in the lawful currency of Canada. Overdue invoices will accrue an interest rate of 1.5% per month (18% annually) calculated monthly starting on the date payment was due and continuing until payment is made, without prejudice to any other rights, remedies, or recourses Tech Dot Inc. may have by law or otherwise under this Agreement or in equity. Additionally, Tech Dot Inc. reserves the right to suspend the provision of Products (including subscriptions and related services) if payments are not received in accordance with Tech Dot Inc.'s approved terms of payment. Tech Dot Inc. may adjust its pricing and products at any time for reasons including, but not limited to,
(i) changing market conditions,
(ii) product discontinuation,
(iii) unavailability of product,
(iv) changes in manufacturer price,
(v) change in supplier prices,
(vi) fluctuation and changes in foreign exchange, and
(vii) errors in advertisements. It is possible that Tech Dot Inc. may not be able to fulfil Customer's orders due to limited product availability. Therefore, Tech Dot Inc. does not guarantee that it will be able to fulfil Customer's orders.
Terms and Conditions apply to all Products that the Customer receives. Tech Dot Inc. is held harmless in the event Customer does not abide by the Terms of Use and defends, indemnifies, and holds harmless Tech Dot Inc. from any third party claims related to Customer's failure to do so. Subscriptions to certain Products may be automatically renewed under some Terms of Use. Customers are responsible for any notice requirements in respect of automatic renewals of Products, to the extent there are such terms.
Delivery times for Products are estimates only, and Tech Dot Inc. shall not be liable for delays. Customer's requests for Products cannot be guaranteed by Tech Dot Inc. We will arrange for shipping with the applicable carriers and invoice our clients separately for shipping costs. It is not the responsibility of Tech Dot Inc. to cover charges such as handling, duties, and customs charges. Tech Dot Inc. is not responsible if the Products are damaged or lost during shipping.
We do not assume any responsibility for Third-Party Providers' refusal to accept returns of any Products. Please refer to Tech Dot Inc.’s return policy on the Website, which may be amended from time to time. Tech Dot Inc. is not responsible for Third-Party Providers' refusal to accept returns of any Products.
In Canada, the customer agrees not to divert, use, export, or re-export any such items that are not in compliance with federal, state, or provincial laws. The customer acknowledges that such items cannot be exported, re-exported, or provided to any entity or person within any country subject to Canadian economic sanctions imposing comprehensive embargos without obtaining prior authorization from the applicable government authority. Furthermore, the customer acknowledges and agrees that such items will not be exported, re-exported, or provided to entities and persons that are ineligible to receive such items under Canadian law.
Tech Dot Inc. and Customer will enter into a separate, written, fully-executed agreement for the sale of Products or Tech Dot Inc. will provide a click-through contract for the sale of Products that will be accepted by the Customer. All prior negotiations, representations, and understandings between Tech Dot Inc. and Customer regarding the purchase and provision of the Products are superseded by this Agreement. Customer's purchase orders are issued for administrative purposes only; any terms and conditions contained in such purchase orders are null and void.
In spite of its conflict of laws provisions, the laws of the Province of Ontario will apply to this Agreement. This agreement irrevocably subjected the parties to the exclusive jurisdiction of the courts of the Province of Ontario and the federal courts of Canada located therein. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Convention on Private International Law shall be applicable.
Neither Tech Dot Inc. nor the Customer can waive any provision of this Agreement, and this Agreement can only be amended by both parties with their express written consent. It is clarified that neither Tech Dot Inc. nor the Customer shall be construed as waiving any provision of this Agreement by its forbearance or indulgence.
Tech Dot Inc. does not permit customers' rights or obligations under this Agreement to be assigned without the prior written consent of Tech Dot Inc.
Both parties agree that this Agreement is to be drafted in English.
The validity, legality, and enforceability of the remaining provisions contained herein shall not be adversely affected or impaired if any of the provisions contained herein should be invalid, illegal, or unenforceable in any respect.
The parties agree that, with the exception of the obligation to pay any amounts owed to the other party in accordance with this Agreement, neither will be deemed in default under this Agreement or liable for failure or delay in performance caused, in whole or in part, by the following circumstances:
(i) acts of God,
(ii) acts, omissions or delays of carriers,
(iii) embargo, explosion, fire, flood, order of civil or military authority,
(iv) disease, strike, lockout, war,
(v) Any cause beyond the control of the party, such as product unavailability, that causes delays in the performance of the contract. Upon becoming aware of such a situation, the impacted party will promptly notify the other in writing and will use commercially reasonable efforts to minimize any delay in or interference with the performance of its obligations under the Agreement. Any delay in delivery or performance will be accounted for in extending delivery and performance dates.