Terms of Service

1. Acceptance of these terms

These Terms of Service are a binding agreement between you and Quocad Inc., a corporation incorporated under the laws of Ontario, Canada, with its registered office at 2150 Winston Park Drive, Unit 203, Oakville, Ontario L6H 5V1, Canada. In these terms, “QuoCAD”, “we”, “us” and “our” mean that company. “You” means the person or organization using the service.

They govern your access to and use of QuoCAD, including the website, workbench, takeoff tools, layout tools, reports, quote and invoice features, and everything else we provide. They also bring in our Privacy Policy and our Data Processing Addendum, which you accept at the same time and on the same terms. Our Cookie Policy describes what we store on your device and how the analytics choice works; it is a notice rather than something you accept here, and your analytics consent is given and withdrawn separately through the cookie banner and the Cookie Policy page.

You accept these terms by selecting the acceptance control when you create an account. We record which version you accepted and when, and we do not create an account without that record. Everyone who uses QuoCAD accepts these terms for their own use of it, including members invited to a workspace someone else created — the organization that invited you has accepted them on its own behalf, and you accept them for yours.

You agree to deal with us electronically. These terms, our notices, our invoices and any other communication with legal effect may be given to you by email to an address on your account or by a notice in the product, and doing that satisfies any requirement that a communication be in writing. When you accept, we record which version you accepted, the time, and the network details the acceptance came from. We do not claim that a record in the product is a signature under any particular law — section 9 says the same about the documents you send.

If you do not agree to these terms, do not create an account and do not use QuoCAD.

Some of these terms matter more to you than others, so we are naming them here rather than leaving you to find them. Section 5 puts the risk of measurement error on you. Section 6 says we do not check accessibility or code compliance. Sections 17 and 17a make you responsible for certain claims, including for defending us when one is brought, and section 21 limits and caps what we are responsible for. Section 18 sets out automatic renewal and how we may change prices. Sections 19 and 19a set out when we may suspend or end your account. Section 20 disclaims warranties and section 20a says there is no service level agreement. Section 22 shortens the time you have to bring a claim. Section 24 requires disputes to be brought in Ontario, individually rather than as a class, and without a jury, and section 24a changes a few of these terms where a local law requires it. Read all of them before you accept.

2. Who may use QuoCAD

QuoCAD is business software. By accepting these terms you confirm the following facts: you are acquiring and using QuoCAD for your trade, business or profession and not for personal, family or household purposes; you carry on that business under the business name you have given us; and you use QuoCAD to prepare quotes or invoices for customers of that business. These terms are a business agreement. We do not offer QuoCAD to consumers. You made these confirmations when you created your account, and we keep a record of what you were shown and when. Section 8a says what happens if that confirmation turns out to be untrue.

You must be at least 18, or the age of majority where you live. If you create an account for a company, organization or crew, you confirm you have authority to accept these terms on its behalf and to bind it, and “you” then means both you and that organization.

QuoCAD is available to businesses wherever they are established. Until August 2026 it was offered only to businesses established in Canada or the United States, other than Quebec; that restriction has been removed and does not apply to you. You represent that the business you have named is real, that it is established where you tell us it is, and that you are authorized to use QuoCAD for it. We may still decline, suspend or close an account where supplying QuoCAD to you would breach a law that applies to us — the trade-control confirmations below are the ordinary case — and section 24a sets out what happens where a law where you are changes something in these terms.

Being available everywhere is not the same as knowing everywhere. QuoCAD carries regional defaults — currency, tax settings, units of measurement, timezone, and date and number format — for some countries and not others. Where we do not have them for yours, we tell you so and ask you to set them yourself; the values you set are the ones the product uses, and we do not substitute a guess for them. We do not tell you what tax to charge, what a permit requires, what a standard specifies, or what any other rule where you work says, in any country. Section 4 puts those decisions with you and it applies wherever you are. Where your customers live is a further separate question: our Privacy Policy and our Data Processing Addendum cover the safeguards that apply to their information, including where they are in the United Kingdom or the European Economic Area.

These terms, and every document they bring in, are published in English only, and the parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais. We do not publish a French version. Quebec's Charter of the French Language sets requirements about French-language contracts that a stipulation of this kind does not on its own satisfy, and we do not claim here that it does. If you are established in Quebec, section 24a says what that means for you and what you can ask us for.

You confirm that you are not located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive economic sanctions, that you are not named on an applicable sanctions or denied-party list, and that you are not owned or controlled by anyone who is. You will not use QuoCAD, or let anyone else use it, in a way that breaks Canadian, United States or other applicable sanctions or export-control laws.

Where a mandatory law we cannot contract out of applies to you despite the confirmations above, nothing in these terms limits a right that law does not allow us to limit.

3. What QuoCAD does

QuoCAD is software for parking lot striping contractors. It helps users measure parking lots, build striping layouts, estimate materials and labor, prepare reports, and create customer-facing quotes and invoices.

QuoCAD is a contractor productivity tool. It is not engineering, architecture, surveying, legal, municipal, tax, insurance or compliance advice, and using it does not create a professional relationship of any of those kinds between us and you.

We are a software supplier. We are not a party to any contract between you and your customer, we do not perform, supervise, inspect or approve any work, and we have no obligation to anyone you send a document to.

4. Your responsibility for job decisions

You are responsible for final measurements, pricing, customer terms, site verification, safety review, permits, municipal rules, engineering requirements, and compliance with applicable laws or customer requirements.

Outputs from QuoCAD, including takeoffs, layouts, reports, exports, quotes and invoices, must be reviewed before use. You are responsible for confirming that the final documents are accurate and appropriate for the job.

Every decision that leaves QuoCAD is yours: what you bid, what you charge, what you buy, what you paint, and what you tell your customer. We do not review your work, and we have no way of knowing whether an output is right for a particular site.

5. Measurements, quantities, and estimates

Takeoffs, areas, lengths, stall counts, paint volumes, material quantities, production hours, travel distances, costs and prices produced by QuoCAD are estimates. They are calculated from a scale you set and imagery you choose. They are not measurements of the physical site, they are not a survey, an engineering deliverable or a quantity-surveying report, and nobody from QuoCAD has visited your site.

Every measurement depends entirely on the scale. Where QuoCAD detects a scale value outside a physically possible range — below one pixel per foot, or above one hundred thousand pixels per foot — it will not produce measurements from it. That is a coarse sanity limit, not a check that your scale is correct; we do not warrant that it operates in every circumstance, and it is not a substitute for verifying the scale yourself. A scale that is wrong but plausible produces quantities that are wrong but plausible, in the same proportion, right across the job, and QuoCAD will not warn you. Nothing in the product checks a scale against the real world.

Measurements are taken from a flat, overhead view. They do not account for slope, grade, crown, curb height, surface condition, wear, thickness, obstructions, parked vehicles, snow, shadow, or anything the imagery does not show or shows out of date. Imagery may be months or years old, may be taken at an angle, and may not match the site as it stands today.

You must verify quantities against the actual site before you submit a bid, sign a fixed-price contract, order material, schedule labor, or paint anything. You accept the whole risk of any bid, price, purchase, schedule or commitment you base on a QuoCAD output, including the difference between an estimate and what the job actually takes.

You have not relied, and will not rely, on any QuoCAD output as an accurate measurement of a site.

6. Accessibility, codes, and compliance

QuoCAD does not determine, certify, check or verify compliance with the Americans with Disabilities Act, the Accessibility for Ontarians with Disabilities Act, any provincial or state accessibility standard, any building code, zoning by-law, fire route requirement, parking by-law, drainage or environmental rule, or any other legal, safety or design standard. It has no feature that does this, and no output of it is a compliance determination.

Any accessible-stall count, dimension, aisle width, symbol, marking, warning or hint QuoCAD shows is a rough planning aid. It is generated from a stored default rule profile that may not correspond to the jurisdiction your site is in. It does not cover every applicable requirement — for example it does not calculate van-accessible space requirements. It is not produced for every way of drawing a lot, so the absence of a warning is not a pass, and a message saying a count looks sufficient is not an approval.

Before any layout is marked or painted, you must verify it against the current requirements of the authority having jurisdiction and, where the law or the job requires it, a qualified design professional. Accessible parking counts, dimensions, routes, slopes, markings and signage are yours to get right.

You will not tell a customer, property owner, tenant, authority or anyone else that QuoCAD has certified, approved, checked or verified a layout, a count, or a compliance question, because it has not.

7. Early access, and changes to the service

Some features, and at times QuoCAD as a whole, are offered as early access, beta, preview or founding-member releases. These are provided for evaluation. They may contain defects, may change materially, and may be withdrawn at any time without notice, and they carry no availability, support or backward-compatibility commitment.

Anything we say about a planned or future feature is a statement of intention, not a commitment to deliver it. Do not buy a plan, or price a job, on the basis of something QuoCAD does not do today.

We may change, add to, suspend or discontinue any part of QuoCAD, or QuoCAD as a whole, at any time. Where a change removes a material part of what your current plan was sold with and we do not offer a reasonable replacement, your remedy is to cancel and receive a pro-rata refund of prepaid fees for the unused part of your term.

8. Accounts, workspaces, and account security

You are responsible for activity in your account or workspace and for keeping your login credentials secure. If you believe your account has been accessed without permission, contact us promptly.

QuoCAD does not currently offer multi-factor authentication for user sign-in, and our Privacy Policy and Data Processing Addendum say so plainly. Account security therefore depends on the strength and secrecy of your password and on your control of the devices and mailboxes used to reach QuoCAD. You are responsible, as between you and us, for anything done through valid credentials of your workspace, including access, changes, exports and deletions, and for any resulting loss. That allocation does not change what an event is: if unauthorised access to personal data occurs on our systems we will treat it as a personal data breach and notify you under section 9 of our Data Processing Addendum, whether or not valid credentials were used, and we will still help you work out what happened.

You control who you invite to your workspace and what they can see and do. Members of your workspace act for you, and you are responsible for what they do in it.

Depending on your configuration, QuoCAD may store information locally in your browser, in cloud-backed services, or in a hybrid workflow. You are responsible for maintaining your own backups or exports of important business records.

There is no self-service undelete. If you or a member of your workspace deletes something by mistake, contact us as soon as you notice — we may be able to recover it during the retention period described in our Privacy Policy, but we do not guarantee recovery, and we are not responsible for data you or your workspace deleted. You can re-import a backup you exported earlier from Settings → Backup & data.

8a. Who is answerable for a workspace

Section 2 says that if you create an account for a company, organization or crew, you confirm you have authority to accept these terms for it. If that confirmation turns out to be untrue, you are liable to us for the fees, obligations and losses arising from the account you created, on the footing that you are answerable for the loss we suffer because the confirmation was untrue. That is a claim against you for breaking the confirmation you gave us. It does not make you our customer, does not make you a party to these terms in your own right, and does not change who owns the workspace. Where an organization is bound, that does not release the person who accepted these terms for it from this paragraph.

Sometimes the people behind a workspace fall out — partners separate, a company and the person who set up its account disagree, or two people each say the workspace is theirs. We are not able to work out which of them is right, and it would not be safe for you if we tried.

If we receive competing claims to control a workspace, we may rely on the account and billing records we hold, may require a written agreement signed by everyone claiming it or a court order before we make a change, and may suspend the workspace until the claim is resolved. Where we act reasonably and in good faith under this paragraph, we are not liable for acting or for declining to act, and section 21 applies to any liability that remains. Section 17 applies to a claim brought against us by anyone else arising from a disagreement about who controls your workspace.

A suspension under this section does not change section 10 of our Data Processing Addendum. Our obligation to return or delete your customers' personal information is not affected by it, and it is not conditional on the dispute being resolved.

9. Quotes, reports, and the documents you send

QuoCAD can help prepare customer-facing quote and invoice documents and internal reports. Customer-facing documents are intended to communicate scope, pricing, notes, taxes, discounts, and approval information. Internal reports may include cost, labor, paint, profit, margin, and warning information for business review.

A QuoCAD quote, invoice or report does not guarantee acceptance by a customer, approval by an authority, site compliance, or job profitability.

Every document you produce and send is yours. You are responsible for its contents, its prices, its scope, its taxes, its terms, and for who receives it. Anyone you send a document to is your customer, not ours, and we owe them nothing.

QuoCAD can record that a document was opened, accepted or declined, and can record a name typed by the person responding. Those are records of what happened in the product, kept for your convenience. We do not represent that any of them meets the requirements for a valid signature, contract, notice or consent under the law that applies to you, and you are responsible for satisfying yourself that they do.

Share links you distribute are yours to manage. You choose who receives one, every link expires on its own, and a link stops working when the document it points to is voided, revised or refunded, and it can no longer take a payment once the invoice is paid. You are responsible for who you send a link to and for anything that follows from a recipient forwarding one.

9a. What you must tell the people you send documents to

Sections 5, 6, 20 and 21 are agreements between you and us. They do not bind the property owner, manager or tenant who receives a document you produced in QuoCAD, because that person has not agreed to anything with us. The only thing about our limits that reaches them is what you put in front of them.

So: you will not present QuoCAD as the author, preparer, checker or verifier of a document you send, and you will not name us as the source of a measurement. Where a document you send contains quantities, areas, stall counts, dimensions or other measurements produced by QuoCAD, you will state in that document, or in the communication that accompanies it, that they are estimates you prepared and that they are subject to verification on site. Where a tender rule does not permit a qualified bid, you will instead verify on site before you submit, keep your own record of that verification, and tell the recipient before the work starts.

QuoCAD prints that statement on the site-plan view of a quote it generates for you. Where a document you send does not carry it — an invoice, or a quote without a site plan — putting it there is yours.

This does not change section 5 or section 9 — the measurements are estimates and the document is yours either way. It is here because the people most likely to complain about a measurement are on the other side of this agreement, and the only warning that reaches them is the one you print.

10. Payments your customers make to you

If you enable payments, you connect your own Stripe account — and, where you use Square, your own Square account. Your customers pay you directly on that account. You are the merchant of record for every one of those payments.

We do not process, receive, hold, transmit, disburse or take custody of those funds at any point. We take no fee or commission from them. We are not a payment processor, a bank, a money services business, a money transmitter, an escrow agent or a collection agent in respect of them. Your account with the payment provider is governed by your agreement with that provider, which you enter into directly and which decides fees, payouts, reserves, disputes and chargebacks.

You are solely responsible for the goods and services you sell, for the accuracy and legality of every invoice you issue, for refunds, credits and cancellations, for chargebacks and disputes with your customers and any resulting fees or reserves, and for any negative balance on your account. Your provider may suspend, limit or close your account under its own rules, and we are not responsible if it does.

QuoCAD applies the tax rate and treatment you configure. It does not determine your tax obligations, does not verify a rate against any jurisdiction, does not carry out nexus, situs or rate lookup, and does not file or remit tax for you. Setting the right rate and treatment on every document, and all filing and remittance, is yours alone.

Payment status shown in QuoCAD is recorded from your provider's notifications and may lag the payment itself. Your provider's record governs.

Being able to collect payments through QuoCAD depends on a current qualifying plan and a connected account in good standing. If either lapses, a payment link may stop accepting payment until it is restored.

11. Messages you send through QuoCAD

Quotes, invoices, reminders and receipts sent through QuoCAD are your messages to your recipients. You are the sender, even though they leave our infrastructure and our sending domain.

You confirm that you have the consent or other permission the law requires to send each message, that the recipient gave you that address for this purpose, that the address is accurate and lawfully obtained, and that the message identifies your business correctly. You will not use QuoCAD to send to purchased, rented, scraped or harvested lists, to send bulk marketing, or to send to anyone who has asked you to stop. You will honour a request to stop within the time your law requires, and in any event within 10 business days.

The customisable wording in customer emails is for the transaction the message is about. Do not put advertising, promotions, newsletters or unrelated solicitations in it. Adding promotional content changes the legal character of the message and the rules that apply to it, and meeting those rules is yours.

QuoCAD does not keep an unsubscribe or suppression list for you. The unsubscribe route in the messages you send reaches your business, not ours, and acting on it is yours.

You will comply with all laws governing commercial electronic messages, including Canada's Anti-Spam Legislation and the United States CAN-SPAM Act. We may inspect delivery, bounce and complaint metrics for your workspace, and may throttle, suspend or stop sending from it — immediately and without notice where our sending reputation or other customers' deliverability is at risk. Section 17 applies to any claim, proceeding or penalty arising from a message sent through QuoCAD at your direction, other than a penalty imposed on us for our own failure to meet an obligation the law places on us in our own right.

12. Third-party services and map imagery

QuoCAD relies on third-party services: authentication, database and file storage (Supabase); subscription billing and card payments (Stripe, and Square if you connect a Square account); map imagery and geocoding (Mapbox and Azure Maps); hosting (Vercel); error monitoring (Sentry); product analytics (PostHog — in your browser only after you accept analytics cookies, with a small number of server-side events such as account creation, sign-in and checkout recorded regardless, as described in the Cookie Policy); rate limiting (Upstash); and transactional email (Resend). The current list, and what each receives, is on our Subprocessors page.

Third-party map imagery is displayed live, is subject to that provider's terms, and is never stored by QuoCAD — only the map view you confirm is saved. What you may do with a provider's imagery depends on the permission that provider has granted us for it. Where a provider permits tracing and measurement, QuoCAD makes those tools available over its live imagery and may include the imagery, with the provider's required attribution, in the documents you send to your customers. Where a provider has granted no such permission, its imagery is available to view only, and measuring a site there requires imagery your organization owns or is licensed to use — for example a drone survey, a site plan, or an open-licensed dataset. You are responsible for holding the rights to any file you upload.

Your use of map imagery is also subject to the terms of the provider supplying it, and you agree to observe them. You must not remove, obscure, crop out or alter any provider attribution QuoCAD includes in an exported image or document, and you must not extract, cache, redistribute or resell provider imagery outside the documents QuoCAD produces for you.

A provider may change, limit, condition or withdraw the permission that allows tracing, measurement, or the inclusion of its imagery in your documents. If that happens we will apply the change immediately, which may mean imagery becomes view-only and measuring a site requires imagery you own or license. Work you have already saved is not affected. We are not liable for the loss of a capability that depends on a third party's permission; where a withdrawal materially reduces the plan you paid for, your remedy is a pro-rata refund of prepaid fees for the unused part of your term.

Third-party services may have their own terms, privacy practices, availability limits, pricing, and acceptable-use rules. QuoCAD is not responsible for third-party outages, data practices, or content outside our control.

13. Copyright complaints

If you believe material on QuoCAD infringes your copyright, send a notice to support@quocad.com with the subject line “Copyright notice”. Include your contact details; identification of the work you say is infringed; identification of the material you say infringes it, with enough detail for us to find it; a statement that you believe in good faith that the use is not authorized by the rights holder, its agent or the law; a statement that the information in your notice is accurate; and, if you are acting for the rights holder, a statement that you are authorized to do so.

We will review a complete notice, may remove or disable access to the material, and will forward the notice to the workspace that uploaded it where the law requires us to. If material of yours is removed and you believe that was a mistake, send us a counter-notice at the same address.

We may suspend or terminate the workspace of anyone who repeatedly uploads infringing material.

14. Acceptable use

Do not misuse QuoCAD, interfere with the service, attempt unauthorized access, upload malicious content, violate others' rights, use the service for unlawful activity, or try to reverse engineer or bypass security controls.

Do not resell, sublicense, or provide QuoCAD as a service to others without our written agreement, and do not scrape the service or use it to build a competing product.

You are responsible for ensuring that job, customer, property, image, quote, and contact information you enter into QuoCAD is information you are allowed to use.

Do not use QuoCAD in a way that puts an abnormal or disproportionate load on our infrastructure or our providers, including automated or scripted use of metered features.

14a. Reverse engineering, benchmarks, and credentials

Section 14 covers how you use the service. This section covers the engine behind it, which is the only thing we own that would be hard to replace. You will not do any of the following.

Each of those applies except to the extent applicable law expressly permits the thing despite a term like this one, in which case it applies only as far as the law allows. None of it restricts assistive technology, a password manager, or an ordinary browser feature you use to reach your own workspace.

Do not publish, or give to a competitor of ours, the results of a formal benchmark or comparative performance test of QuoCAD that you ran for publication, without our written consent. That restriction is about published test results and nothing else. It does not restrict — and nothing in these terms restricts — what you say about your own experience of QuoCAD, including how accurate or reliable you found it, in a review, an opinion, a complaint, or an account given to a customer, an insurer, a professional adviser, an authority having jurisdiction, or a regulator, or any disclosure a law requires.

A set of credentials is for one named individual. Do not share, sell, transfer or publish credentials, and do not let more than one individual use one seat. If you need more people in a workspace, the plan page shows what each plan includes.

• Decompile, disassemble or otherwise attempt to derive the source code of QuoCAD, or the ideas, algorithms or rules behind its takeoff, layout or pricing engine.
• Create a derivative work from it.
• Remove or alter a copyright, trademark or other proprietary notice.
• Circumvent or interfere with a usage limit, allowance, meter or entitlement check.
• Frame, mirror, white-label, or present QuoCAD as your own product or a third party's.
• Reach QuoCAD by automated means — a script, a crawler, a headless browser or an agent — except through an interface we provide for that purpose.

15. Our intellectual property, your content, and feedback

We own QuoCAD, including all software, the takeoff and pricing engine, templates, stencils, symbols, documentation, and our name, logo and brand, together with every improvement to them. Subject to these terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to use QuoCAD during your subscription term, on the scope set out in section 15a. All rights we do not expressly grant are reserved.

You keep ownership of the content you upload or create in QuoCAD — your files, drawings, takeoffs, quotes, invoices and records. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, reformat and process it, only to provide, secure and support QuoCAD for you. Separately, we may produce statistics and other figures in an aggregated form from which neither you, your workspace, nor any individual can be identified, and may use those without restriction; we do not extract or retain your customers' records in a separate store for our own use, and section 4a of our Data Processing Addendum governs what we may derive from your customers' personal data.

You confirm that you hold the rights to every file you upload — including drone captures, site plans, drawings and photographs — and to have us store it, modify it, and include it in the documents QuoCAD produces for you. We do not review, verify or authenticate where an uploaded file came from.

If you send us feedback, suggestions, feature requests, bug reports or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use them for any purpose, with no restriction, attribution or payment. Feedback is not your confidential information. You never have to give us any.

15a. The scope of your licence, and how we check it

Section 15 grants the licence. This section says how far it goes.

The licence in section 15 is to use QuoCAD for the internal business purposes of the organization named on your account, within the plan, seat count and usage allowances you have purchased, and for no other person or organization. Use beyond that is outside the licence, not merely a billing question.

It includes what the product is for. You may include our templates, stencils, symbols and the layouts QuoCAD generates in the quotes, invoices, reports and drawings it produces for you, and you may give those documents to your customers, to their advisers, and to the authority having jurisdiction, for the job the document relates to. Those recipients may use the document for that job, and may retain or disclose it where a law, a public-records requirement or a tender rule obliges them to. Our templates, stencils and symbols are licensed to you only for use inside the documents QuoCAD produces for you, and not for extraction, cataloguing, conversion into a library, or reuse apart from them.

We may look at the usage records our own systems generate about your workspace to check that your use matches your plan. Once in any twelve months, on 30 days' notice, we may ask an owner or admin to confirm to us in writing how many individuals are using the workspace and which organizations it is used for. We will not ask for access to your systems, your records or your premises, and we will not ask you for anything about your customers.

If your use is beyond the plan you purchased, we may invoice the difference at our then-current list price for the period of the excess. That is the price of the plan you should have been on. It is not a penalty, and we do not charge a multiple of it.

16. Your customers' information, and our role

QuoCAD is built for you to record information about your customers: their names, contact details, property addresses, and the quotes and invoices you send them. That information remains yours. You decide what to collect and why; we hold and process it only to provide QuoCAD to you and only on your instructions, which for most purposes means your use of the product's features.

We do not use your customers' information for our own purposes, other than to generate the operational records described in section 4a of our Data Processing Addendum. We do not sell it, do not share it with advertisers, and do not use it to train machine-learning models.

Records we generate about how the service is run and secured — logs, error reports, audit records, rate-limit records and usage statistics — are ours, and our Privacy Policy covers them rather than this section.

We share your customers' information only with the providers listed in section 12, each of which is bound to protect it. Access by our own people is limited to those whose role requires it, and support access to a workspace is authorised by a grant that records the reason and the scope, that expires, and that can be revoked, with every grant written to an audit trail our application users cannot alter. Section 5 of our Data Processing Addendum describes exactly what that control does and does not do today.

You confirm that you have the right to enter your customers' information into QuoCAD and to have us process it, that you have told them what they need to be told, and that you will handle their requests to see, correct or delete their information — we cannot verify who they are, so those requests must come to you.

You are responsible for the lawfulness of the personal information you enter, including having a lawful basis for it, giving the notices your law requires, and honouring the requests of the people concerned. If a person or a regulator makes a claim about that information, section 17 applies.

If your customer's information is exposed by a failure on our side, we will tell you without undue delay and give you what you need to meet your own obligations.

When your workspace is deleted, that information is deleted with it, as described in the Privacy Policy.

The written data processing agreement for this is our Data Processing Addendum. It applies automatically when you accept these terms — there is nothing to request or sign — and it sets out our security measures, our subprocessors, how we help with your customers' requests, what happens on a breach, and the safeguards for international transfers. If you need a countersigned copy for your own records, contact us.

16a. Confidential information

Each of us will come across information the other treats as confidential. Yours is mostly your pricing and how you run your business; ours is mostly how the product is built and secured, and what we charge people who are not you. This section covers both of us in the same terms, because a one-way clause would not deserve to be enforced.

Confidential information means information one of us gives the other, or that one of us learns from the other, that is marked confidential or that a reasonable business person would understand to be confidential from its nature or the circumstances. It does not include information that is already public without a breach of this section, that the receiving party already had without a duty of confidence, that the receiving party develops independently, or that a third party gives it with the right to do so.

Neither of us will use the other's confidential information except for this agreement, and neither will disclose it except to its own people and advisers who need it and who are bound to protect it. Each of us will protect the other's confidential information with at least the care it uses for its own, and never less than reasonable care. Where a law or a court requires a disclosure, the party required to make it will tell the other first if it is allowed to, and will disclose only what is required.

Our security documentation, our answers to a security questionnaire, the material we provide under section 11 of our Data Processing Addendum, and any non-public pricing, founding-member terms or roadmap information we give you are our confidential information. You may share them with your own advisers, and with a customer of yours who requires them, on the same obligations of confidence. None of this restricts you from giving that material to a supervisory authority or other regulator, from recording it in your own record of processing activities or data protection impact assessment, or from making any disclosure a law requires — and section 11 of our Data Processing Addendum is not conditional on this section.

Two things sit outside this section. Your customers' personal information is governed by section 16 and by our Data Processing Addendum, and where those and this section differ, they govern. Feedback is not confidential information — section 15 says so, and this section does not change it.

These obligations last for three years after this agreement ends, and for as long as the law protects it in the case of a trade secret.

17. Your indemnity

You will defend us — us, our affiliates, and our and their directors, officers, employees, contractors and suppliers — and indemnify and hold us harmless against any third-party claim, demand, proceeding, regulatory investigation or enforcement action, and all resulting damages, losses, fines, penalties, awards, settlements and reasonable legal costs, arising out of or relating to any of the following.

We will tell you about the claim without undue delay, give you control of its defence with counsel we can reasonably accept, and cooperate at your expense. You may not settle in a way that admits fault on our part, imposes an obligation on us, or restricts what we may do, without our written consent. We may take part in the defence with our own counsel at our own cost. Delay in telling you about a claim reduces your obligation under this section only to the extent the delay actually prejudiced the defence.

This indemnity does not apply to the extent a claim is caused by our own breach of these terms or of our Data Processing Addendum, our own negligence, our fraud, or our wilful misconduct. It does not extend to any fine, administrative monetary penalty or sanction imposed on us for our own failure to meet an obligation that applicable law places on us in our own right, including as a processor under data protection law or as a sender under anti-spam law. It is in addition to, and does not replace, any statutory right of recourse we have against you, including under Article 82(5) of the GDPR. Subject to those exceptions, this indemnity is not subject to the limit in section 21, and it outlasts the end of this agreement.

In return, and for as long as your subscription is current, we will defend you against a third-party claim that QuoCAD itself — as we supply it, used as these terms permit — infringes a Canadian or United States patent, copyright or trademark, and we will pay damages finally awarded against you on that claim. This does not apply to a claim arising from your content, from combining QuoCAD with anything we did not supply, from a modified version, or from continued use after we ask you to stop. If such a claim is made, we may at our option obtain the right for you to keep using QuoCAD, change it so it no longer infringes, or end your subscription and refund prepaid fees for the unused part of your term. That is your only remedy for a claim of this kind.

Where a claim falls within both this section and section 2a of our Data Processing Addendum, this section governs the procedure, the carve-outs and the exclusion from the cap, and section 2a adds only what it says is specific to data protection.

• Any file, image, drawing, survey, site plan or other content you upload or make available through QuoCAD, including a claim that it infringes or misappropriates someone's intellectual property or breaches a licence.
• Personal information about your customers or any other person that you enter into QuoCAD or have us transmit, including a claim by that person or by a regulator that you had no lawful basis for it, that you did not give a required notice, or that you did not honour a request about it.
• Any document, quote, invoice, layout, measurement, quantity or price you produce with QuoCAD and then use or send, including a claim by your customer about accuracy, workmanship, accessibility, permits, engineering, safety, or the work itself.
• Any message sent through QuoCAD at your direction.
• The goods and services you sell, your contracts with your customers, and any payment, refund, chargeback or dispute between you and a customer.
• Your breach of these terms, or of any law.

17a. How a claim under section 17 is run, and your insurance

Section 17 says what you cover. This section says how a claim under it is run, what it does not reach, what we cover in return, and what you must carry behind it. It replaces the second, third, fourth and fifth paragraphs of section 17, which leaves that section as the trigger and the list of matters it covers.

We will tell you about a claim without undue delay. Within 15 days of that notice you must confirm to us in writing that you are taking up the defence, and you must then defend it diligently with counsel we can reasonably accept. Delay by us in telling you about a claim reduces your obligation only to the extent the delay actually prejudiced the defence.

You must take up the defence of a claim that falls within section 17 as it is pleaded against us, whatever defence you may have under this paragraph. What follows decides who pays in the end. It does not decide who defends, and it does not delay the defence. Where a court finally determines, or a settlement we have approved records, that an amount was caused by our fraud, our wilful misconduct, our negligence, or our material breach of section 16 of these terms or of our Data Processing Addendum, we will reimburse you that amount together with the reasonable defence costs attributable to it. Where it is already apparent that part of a claim is one we will have to reimburse under this paragraph, we will fund a reasonable proportion of the defence costs of that part as they are incurred rather than waiting for the determination, and we will settle up when the amount is finally known.

If you do not confirm within those 15 days, or you take up the defence and then stop, we may defend, settle or compromise the claim as we reasonably see fit at your expense, and section 17 applies to the result.

You may not settle a claim in a way that admits fault on our part, imposes an obligation on us, or restricts what we may do, without our written consent. Where you are conducting the defence we may take part in it with our own counsel at our own cost.

We control the defence, at your expense, of a claim brought by a regulator or by law enforcement, a claim that alleges our own intellectual property infringes someone else's rights, and a claim that seeks an injunction or other relief against us that is not money. You will cooperate with us, and for those claims and for any defence we take over under this section you will pay our reasonable legal costs as they are incurred rather than at the end, other than the costs of a claim which, as pleaded, alleges only an act or omission of ours.

This indemnity does not extend to a fine, administrative monetary penalty or sanction imposed on us for our own failure to meet an obligation that applicable law places on us in our own right, including as a processor under data protection law or as a sender under anti-spam law. It is in addition to, and does not replace, any statutory right of recourse we have against you, including under Article 82(5) of the GDPR. Subject only to the reimbursement in the third paragraph of this section, it is not subject to the limit in section 21, and it outlasts the end of this agreement.

We may set off an amount you owe us under section 17, section 18 or section 18a against fees, credits or refunds otherwise payable to you.

In return, and for as long as your subscription is current, we will defend you against a third-party claim that QuoCAD itself — as we supply it, used as these terms permit — infringes a Canadian or United States patent, copyright or trademark, and we will pay damages finally awarded against you on that claim. This does not apply to a claim arising from your content, from combining QuoCAD with anything we did not supply, from a modified version, or from continued use after we ask you to stop. To rely on it, tell us promptly, give us sole control of the defence and of any settlement, and cooperate with us at our expense; we are not responsible for costs you incur before you tell us, or for a settlement you make without our written consent. If such a claim is made, we may at our option obtain the right for you to keep using QuoCAD, change it so it no longer infringes, or end your subscription and refund prepaid fees for the unused part of your term. That is your only remedy for a claim of this kind, and our obligations under this paragraph, including the cost of defending a claim, are subject to the limit in section 21.

Where a claim falls within both section 17 and section 2a of our Data Processing Addendum, section 17 and this section govern the procedure, the carve-outs and the exclusion from the cap, and section 2a adds only what it says is specific to data protection.

For as long as your subscription is current you will maintain, with insurers of good standing, commercial general liability insurance of at least two million Canadian dollars for each occurrence, together with any professional liability, contractor's or errors-and-omissions cover your trade, your licence or your own customers require. You should know that a general liability policy usually responds only to bodily injury and property damage and usually will not respond to what you owe under section 17 — cover for that ordinarily comes from a professional liability, media or cyber policy, and whether to carry one is your decision. You will give us a certificate of insurance on request. What you owe under section 17 is not limited to what your insurance pays, and nothing in this paragraph makes the availability of insurance a condition of section 17.

18. Subscriptions, billing, taxes, and refunds

QuoCAD is offered as a paid subscription, with demo or internal access provided in some cases. Paid plans are billed in advance on a recurring monthly or yearly cycle and renew automatically until cancelled. The price, currency and billing interval shown at checkout apply to your current term.

We may change our prices and what a plan includes. A change takes effect at the start of your next renewal term, and we will tell you at least 30 days before it does, by email to the address of your workspace owner or by a notice in the product. Continuing past the renewal date means you accept the new price. If you do not accept it, cancel before that date and your plan ends at the close of the current paid period.

Where a trial is offered, the length of the trial, whether a payment method is needed to start it, whether it converts to a paid subscription, and what happens when it ends are shown to you before you start it, and those terms apply. Trials are limited to one per business. Promotional pricing, discount codes, founding-member pricing and account credits apply only for the period stated when you accept them; after that, the then-current standard price applies.

Some features are metered. Automatic travel estimates are included up to a monthly allowance on your plan, and once it is used we pause them for the rest of the billing period — you can still enter a distance by hand. Other cost-bearing features, including map imagery requests, are rate-limited to protect the service. Your saved work is never affected by reaching an allowance or a limit.

Metered features are also subject to fair use. If your use is automated, abnormal, or materially beyond typical use for your plan in a way that puts disproportionate cost or risk on our infrastructure or our providers, we may rate-limit it, require an upgrade, or limit or suspend it — after notice where circumstances allow, and immediately where they do not.

All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods and services, harmonized sales, excise and similar taxes and duties on the fees, other than taxes on our net income. Where we are required to collect a tax, we will add it to your invoice. If you must withhold an amount from a payment to us, you will increase the payment so that we receive the full amount we would have received had no withholding applied. If you are exempt, give us a valid exemption certificate before the fees are charged; we do not apply exemptions retroactively.

Work we do for you beyond the service itself — for example the data-protection assistance and audit support described in sections 8, 10 and 11 of our Data Processing Addendum — is quoted separately at our then-current professional-services rate before we start it.

You can cancel at any time from the billing portal. Cancelling stops future renewals; your plan stays active until the end of the current paid period, and it does not refund the current period. Paid plan access depends on keeping the account in good standing and complying with the applicable plan terms.

Fees are non-refundable except where these terms or our Data Processing Addendum expressly say otherwise, or applicable law requires it. We may grant a refund at our discretion; doing so once does not oblige us to do so again.

If you have a billing concern, contact us before disputing a charge with your card issuer. Starting a chargeback for fees properly owed is a breach of these terms. We may suspend your workspace while a dispute is open, and you will reimburse the disputed amount and any fee our processor charges us for it.

18a. Late payment

Fees that are not paid when they are due bear interest from the due date at 1.5% per month, which is 19.56% per year, or at the highest rate applicable law allows if that is lower. We state both the monthly and the yearly rate because Canadian law requires both to be stated before the monthly one can be recovered.

You will reimburse the reasonable costs we incur in collecting fees you owe, including legal fees. Amounts you owe us are payable in full without deduction, except for an amount we have agreed in writing that we owe you, an amount finally determined by a court to be owing to you, and any deduction a law that applies to you requires or does not allow to be excluded. Section 17a lets us set off amounts you owe us against fees, credits or refunds otherwise payable to you, other than a refund we are required by law or by these terms to make.

Charging interest does not stop us suspending or ending the account under section 19, and ending the account does not stop us recovering the fees. If your use has gone beyond the plan you purchased, section 15a says how we invoice the difference.

19. Term, suspension, and termination

This agreement runs for as long as you have an account. You may end it at any time by cancelling your subscription and deleting your workspace. Ending it is your remedy if you do not accept these terms, or a change we make to them.

We may suspend or restrict a workspace that is being used in breach of these terms, that puts the service or other customers at risk, or that has an unresolved billing failure. Where circumstances allow we will tell you first and give you a chance to put it right; where they do not — an active security or abuse problem — we may act immediately and tell you afterwards.

We may end this agreement, or stop offering QuoCAD to you, for any reason on 30 days' notice, and we will refund prepaid fees for the unused part of your term. We may end it immediately, and refund prepaid fees for the unused part of your term, where the law or a provider we depend on requires us to stop providing the service to you. We may end it immediately, with no refund, for material breach, non-payment, abuse, a security risk, or a sanctions or export-control problem.

When a subscription ends and is not renewed, your workspace is not deleted. Your access is restricted until you resubscribe — depending on your plan state that may mean you are limited to the billing area, or that you can open and read your existing jobs, quotes and invoices without editing them. Your records remain stored either way and become fully available again when you resubscribe.

Where we have suspended or closed a workspace for breach or risk we may withhold access to the product itself, but we will not withhold your data: on written request from an owner or admin we will produce an export of it, and section 10 of our Data Processing Addendum continues to apply to the deletion or return of your customers' personal information whatever the reason the agreement ended.

You can export your data before the end of your paid period, and for 30 days afterwards we will produce an export on request. Section 10 of our Data Processing Addendum sets out the same 30-day window for choosing whether we return or delete your customers' information; if you tell us nothing in that time, we delete. After that we have no obligation to keep it, and we are not responsible for data you did not export in time. What the self-service export contains, and how long we keep data, are set out in the Privacy Policy.

19a. Suspension, lapse, and getting your data out

Section 19 lets us suspend or restrict a workspace. To be clear about the order of those sentences, because it matters: the right comes first and the courtesy second. We may suspend or restrict a workspace immediately and without prior notice where it is being used in breach of these terms, where it puts the service or other customers at risk, or where a payment has failed and remains unresolved. Where it is practicable we will tell you first and give you a chance to put it right, and we would rather do that — but doing it is not a condition of the right. Separately from any suspension, where a subscription is past due the paid features of your plan fall back to the free plan after seven days.

A suspension made in accordance with section 19 does not entitle you to a refund, a credit or an extension of your paid term. If we suspend a workspace and it turns out we should not have, we will restore it and extend your term by the time it was suspended; that, together with anything section 21 leaves in place, is your remedy for the suspension itself.

Section 19 says a workspace is not deleted when a subscription ends. That is true, and it has a limit: we keep the workspace of a lapsed subscription available for you to resubscribe to for 12 months. After that we may delete it. Where we do, we will give at least 30 days' notice to the email address of your workspace owner first.

Section 19 also says we will not withhold your data. That splits in two, and the split matters. Returning or deleting your customers' personal information is our obligation under section 10 of our Data Processing Addendum: it is free, it is not conditional on anything, and an unpaid invoice does not change it — including the invoices, payment records, job media and site photos the self-service export does not yet cover. What is not free is work beyond that: an export in a format, schema or medium we do not already produce, a reconstruction of records you deleted, or an extraction that takes engineering time. We will tell you before we start any of that, we will quote it at the professional-services rate in section 18, and for that work only we may ask you to settle what you owe us first.

20. Disclaimers

QuoCAD is provided on an as-is and as-available basis, with all faults. We do not promise that it will be uninterrupted, error-free, secure, or suitable for any particular job, site, customer or jurisdiction, or that any output will be accurate or complete.

To the fullest extent the law allows, we disclaim all warranties, conditions and representations of every kind, whether express, implied, statutory, collateral, or arising from a course of dealing or usage of trade. That includes — and we name them so there is no doubt — any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, quality, title, quiet enjoyment, non-infringement, and the accuracy or completeness of any measurement, quantity, estimate, count, price or other output.

No advice or information you get from us or from QuoCAD — spoken, written, in the product, in our help centre, or on our website — creates a warranty we have not expressly given in these terms.

You should independently verify important outputs before relying on them for bids, contracts, purchases, compliance decisions, or field work.

Some jurisdictions do not allow some of these exclusions. Nothing in this section excludes or limits our liability for fraud or fraudulent misrepresentation, for death or personal injury caused by our negligence, or, where applicable law does not permit them to be excluded, for bodily or moral injury or for gross or intentional fault. Where any part of this section is not permitted, it applies to the fullest extent the law allows and the rest of it stays in force.

20a. Service levels

We do not offer a service level agreement, an uptime commitment, or service credits for QuoCAD. Unavailability, degraded performance, and planned or emergency maintenance are not by themselves a breach of these terms, and they are not a change to your plan for the purposes of section 7. This section does not affect our obligation to supply the service with reasonable care and skill where a law that applies to you imposes it and does not allow it to be excluded.

That is a statement about what we have sold you, not an intention to be unreliable. If you need a written availability commitment, ask us before you subscribe and we will tell you whether we can give you one.

21. Limitation of liability

To the fullest extent the law allows, and however a claim is framed — in contract, tort including negligence, breach of statutory duty, strict liability or otherwise, and even if we were told the loss was possible — we are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost or corrupted data, loss of goodwill or reputation, business interruption, wasted expenditure, the cost of substitute services, inaccurate estimates, under-bids or over-bids, rework, or job outcomes.

Our total liability for all claims arising out of or relating to these terms, QuoCAD, or your use of it will not exceed the greater of one hundred Canadian dollars and the fees you actually paid us for QuoCAD in the twelve months immediately before the event that first gave rise to the claim. That is a single aggregate cap across every claim. It does not reset, and it is not multiplied by the number of claims, of people in your organization, or of documents, jobs or workspaces involved.

For a claim arising from a personal data breach affecting your customers' personal information that is caused by our failure to meet the security obligations in our Data Processing Addendum, the cap is the greater of five thousand Canadian dollars and three times the fees you actually paid us in the twelve months immediately before the event. That is a sub-cap within, and not in addition to, the general cap where the general cap is higher.

The same cap covers claims under our Data Processing Addendum. It is one cap shared between these terms and that addendum, not two.

These limits apply even if a remedy in these terms fails of its essential purpose. They apply for the benefit of us, our affiliates, and our and their directors, officers, employees, contractors and suppliers, each of whom may rely on them.

Your obligations under section 17, and any fees you owe us, are not subject to this cap, and the exclusion in the first paragraph of this section does not limit what you owe under section 17.

Nothing in these terms excludes or limits our liability for fraud or fraudulent misrepresentation, for death or personal injury caused by our negligence, for bodily or moral injury or for gross or intentional fault where applicable law does not permit those to be limited, or for anything else the law does not allow us to exclude or limit. Subject only to that, the limits in this section apply to every claim however it arises, including a claim based on gross negligence or on conduct alleged to be wilful or reckless, and you and we agree that this is what we intend.

You and we agree that this allocation of risk reflects the fees charged and is a fundamental part of the bargain between us.

22. Time limit for claims

Any claim arising out of or relating to these terms or QuoCAD must be started within one year after the act, omission or event on which the claim is based first occurred, whether or not the claim had been discovered by then and whether or not it could reasonably have been discovered by then. After that it is permanently barred.

You and we agree that this shortens the limitation period that would otherwise apply, and that these terms are a business agreement for the purposes of the Limitations Act, 2002 (Ontario). This does not apply where applicable law does not allow a limitation period to be shortened.

23. Changes to these terms

We may change these terms. For a change that is not material — a clarification, a correction, a change of contact details, or a change the law requires — it takes effect when we post it and update the version shown on this page.

For a material change that works against you, we will give you at least 30 days' notice by email to the address of your workspace owner or by a notice in the product, and the change takes effect on the date given in that notice. We may ask you to accept it in the product before you carry on using QuoCAD.

If you do not accept a material change, cancel before it takes effect and we will refund prepaid fees for the unused part of your term. Continuing to use QuoCAD after a change takes effect means you accept it.

If you need the version of these terms that applied on a particular date, contact us and we will provide it.

24. Governing law and disputes

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts located in Ontario, Canada have exclusive jurisdiction over any dispute arising out of or relating to these terms or your use of QuoCAD. Each of us irrevocably attorns to that jurisdiction and gives up any objection that it is an inconvenient forum. This does not apply where a mandatory law gives you the right to bring a claim elsewhere.

Before starting a proceeding, you will send us a written notice describing the claim and what you want, and we will both try in good faith to resolve it for 30 days.

Any dispute will be brought only in your individual capacity, and not as a plaintiff or class member in a class, collective, consolidated or representative proceeding. You and we each give up any right to a trial by jury. This paragraph does not apply where a mandatory law does not allow it, including to anyone a consumer-protection statute treats as a consumer, and it does not apply to a party established in Quebec. If it is held unenforceable for a particular claim, that claim proceeds in court without it and the rest of these terms stays in force.

Either of us may ask a court for an injunction or other equitable relief at any time to protect intellectual property, confidential information, or the security of the service, and we may bring a proceeding to collect fees you owe.

24a. Where you are, and the law that applies to you

Section 24 says these terms are governed by the law of Ontario and that disputes go to the courts of Ontario. That is the position, and for almost everyone it is the whole of it. This section deals with the few places where a law we cannot contract out of changes something. Where it does, only what that law requires changes, only for a customer in that place, and only for as long as that law applies. Everywhere else, and for everything this section does not name, sections 20, 21, 22 and 24 apply exactly as written.

Section 2 says QuoCAD is available to businesses wherever they are established. This section is not a list of the countries we serve, and it is not a statement that we have reviewed the law of each of them — it names the places where we know a mandatory law changes something. If a law where you are changes something this section does not name, the last paragraph of this section says what to do; the change still has whatever effect that law gives it, whether or not we have written it down here.

Each sentence of this section, and each sentence and each separate limit in sections 20, 21, 22 and 24, is a separate provision, intended to apply to the fullest extent the law allows. If one of them is held invalid or unenforceable in a place, that has no effect on the others and no effect on the same provision anywhere else. In particular, if the money cap in the second paragraph of section 21 is held unenforceable, the sub-cap in the third paragraph, the exclusion of indirect loss in the first paragraph, and the carve-outs in the seventh paragraph each stand on their own, and none of them falls with it.

Almost every consumer-protection law that would change these terms does not apply to a business customer, and section 2 records that you are one. Where a law nonetheless treats you as a consumer, or gives a business customer a right it does not allow to be given up, that right is yours and nothing here takes it away — but only that right, and only as far as that law says.

Trade controls apply to you wherever you are, and nothing in this section modifies them. In addition to the confirmations in section 2: you will not use QuoCAD, or allow it to be used, in or for the benefit of a country or territory subject to comprehensive economic sanctions, or by anyone named on an applicable sanctions or denied-party list, or by anyone owned or controlled by such a person; you will not export or re-export QuoCAD, or anything derived from it, in breach of Canadian, United States, United Kingdom or European Union trade-control law; and you make the confirmations in section 2 again each time you use QuoCAD. We may decline, suspend or close an account where supplying QuoCAD to you would breach a trade-control law that applies to us. Where the reason is a breach of the confirmations above, section 19 lets us do that immediately and without a refund. Where we must stop for a reason that is not your breach — a change in the law, or a provider we depend on withdrawing — section 19's pro-rata refund of prepaid fees for the unused part of your term applies, so far as the law permits us to pay it.

Anti-corruption laws apply to you wherever you are too. You will comply with the anti-bribery and anti-corruption laws that apply to you, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act, and you will not offer, promise, give, request or accept an improper payment or advantage in connection with a quote, bid, tender or contract you prepare using QuoCAD. We name this because contractors bid public work: a municipal or agency tender priced in QuoCAD is the realistic point at which those laws touch what you do with it. A breach of this paragraph is a breach of section 14 and is covered by section 17.

Quebec. We accept businesses established in Quebec. We are telling you plainly where that leaves the language of this agreement, because we would rather you knew than found out later. These terms are published in English only, and section 2 records the parties' express requirement to that effect; but the Charter of the French Language, which since June 2023 requires the French version of a contract of adhesion to be given to the other party before an English-only version is agreed to, is not satisfied by that stipulation on its own, and we do not publish a French version. We are not claiming that we comply with it. So, for a Quebec business: nothing in these terms gives up a right the Charter gives you that it does not allow to be given up, and we will not argue that the English-language stipulation did. You may ask us for a French version at the address in section 25, and we will tell you honestly whether and when we can provide one. If you would rather not continue without one, tell us and we will close your account and refund prepaid fees for the unused part of your term. The agreement in section 24 to bring claims individually and the waiver of a jury trial do not apply to you.

United States — juries and public injunctive relief. Where a law that applies to you does not allow the right to a jury trial to be given up before a dispute arises — as California and Georgia do not — the jury waiver in section 24 does not apply to you, and the rest of section 24, including the agreement to bring claims individually, stays in force. Those are two separate agreements and the failure of one does not affect the other. Nothing in section 24 prevents you from seeking public injunctive relief where a law gives you that right and does not allow it to be given up.

United States — rights a business cannot give up. Some United States laws give a business customer rights that cannot be given up by agreement; chapter 93A of the Massachusetts General Laws and the Texas Deceptive Trade Practices Act are examples. Nothing in these terms is intended to give up a right of that kind, and we do not ask you to. Where one applies to you, sections 20, 21 and 22 apply only as far as that law allows and otherwise stay in force.

United States — government customers. QuoCAD is commercial computer software and commercial computer software documentation. Use by or for the United States Government is subject to FAR 12.212 and DFARS 227.7202, and no rights greater than those in these terms are granted. If you are a government body or public authority, or are acquiring QuoCAD for one, tell us before you subscribe. Public bodies are often prohibited from giving an indemnity or from agreeing to a foreign court, so sections 17, 17a and 24 may not work as written for you. We may require a separate written agreement, and we may decline or close an account that is not on one.

United States — state privacy laws. What we may and may not do with your customers' personal information under California's Consumer Privacy Act, and under the comparable laws of Virginia, Colorado, Connecticut and other states, is set out in section 11a of our Data Processing Addendum rather than here.

Australia. If you are in Australia and the Australian Consumer Law applies to our supply, nothing in these terms excludes, restricts or modifies a guarantee, right or remedy that law gives you and does not allow to be excluded. QuoCAD is not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent that law allows, our liability for failing to comply with a guarantee is limited, where it is fair and reasonable to do so and at our option, to supplying the services again or paying the cost of having them supplied again. Where a limit in section 20 or section 21 is not permitted, it applies only as far as that law allows and the rest of those sections stays in force. Nothing in section 20, section 21 or the second paragraph of section 25 excludes or limits liability under section 18 of the Australian Consumer Law, or prevents you from relying on a statement for the purposes of that section.

Australia, continued. Three further changes for an Australian customer. Section 22 does not shorten the time for a claim under the Australian Consumer Law. Section 24 does not stop you bringing a claim in an Australian court where that law gives you the right to. And the agreement in section 24 to bring claims individually does not apply to a representative proceeding an Australian court allows. The remedies we pair with our own rights apply to you as written and are part of the balance of these terms: the pro-rata refund in section 7 where a change removes a material part of what your plan was sold with, the 30 days' notice and the right to cancel before a price change in section 18, and the 30 days' notice and pro-rata refund in section 19.

United Kingdom. Sections 20 and 21 are subject to the requirement of reasonableness in the Unfair Contract Terms Act 1977, and nothing in them excludes or restricts liability that Act does not allow to be excluded or restricted between businesses. We consider those sections reasonable having regard to the fees charged, the fact that every output can be verified before you rely on it, and the availability of the same information from a surveyor or a site visit. If a court holds the money cap in the second paragraph of section 21 unreasonable, our total liability is instead limited to the greater of ten thousand pounds and the fees you paid us in the twelve months before the event; and if that too is held unreasonable, to such amount as the court considers reasonable — our intention being that a cap of some amount applies rather than none. Nothing in section 20, section 21 or the second paragraph of section 25 excludes or restricts liability for misrepresentation except so far as section 3 of the Misrepresentation Act 1967 allows. And where section 7 lets us change, suspend or discontinue part of QuoCAD, the remedy in that section is part of that right rather than separate from it: if a change removes a material part of what your current plan was sold with and we do not offer a reasonable replacement, you may cancel and receive a pro-rata refund of prepaid fees for the unused part of your term. We will not rely on section 7 to give you something substantially different from what you agreed to buy without that remedy.

European Union. Where a mandatory law of the European Union or of a Member State applies to you and does not allow liability to be limited for an intentional act, for gross negligence, or for the breach of an obligation whose performance is essential to the proper performance of this agreement and on which you may reasonably rely, the limits in section 21 do not apply to that liability — except that where such an essential obligation is breached by ordinary negligence, our liability is limited to the loss typical for an agreement of this kind and foreseeable when it was made. The rest of section 21 stays in force.

If you think a law where you are changes something in these terms and this section does not deal with it, write to us at the address in section 25 and we will look at it. We would rather fix a clause than argue about one.

25. General

The rest of this section is the machinery that keeps the sections above working — who can enforce them, what happens if a court strikes one, and how we reach each other. It is dull on purpose.

These terms, together with our Client Waiver, our Privacy Policy, our Cookie Policy, our Data Processing Addendum, our Subprocessors page, and the plan and order details shown at checkout, are the entire agreement between you and us about QuoCAD. They replace every earlier or contemporaneous discussion, proposal, demonstration, marketing statement, help-centre page and representation. You confirm that you have not relied on any statement that is not set out in them. Nothing in this paragraph limits liability for fraudulent misrepresentation.

The Client Waiver is incorporated into these terms by reference and is accepted alongside them when you create or join a workspace. It governs what QuoCAD measures, estimates and hints at, and what you remain responsible for verifying before you bid, contract, order material or paint. If the Client Waiver and these terms conflict on that subject, the Client Waiver governs; on every other subject these terms govern.

If those documents conflict, the Standard Contractual Clauses (where they apply) govern first, then the Data Processing Addendum for the processing of your customers' personal information, then these terms, then the Privacy Policy, then the Cookie Policy — which is a notice rather than a term you accept — then anything else.

If a provision of these terms is held invalid or unenforceable, it will be changed to the smallest extent needed to make it enforceable while keeping its intent, and if it cannot be, it will be severed. The rest stays in full force. If a limit or exclusion of liability is held unenforceable in whole or in part, it applies to the fullest extent the law allows.

These sections outlast the end of this agreement: 2, 4, 5, 6, 9, 10, 11, 12, 14, 15, 16, 17, 19, 20, 21, 22, 24, 25 and 26, together with section 18 for fees already owed and anything else that by its nature should survive.

You may not assign or transfer these terms, or any right under them, without our written consent, and an attempt to do so is void. We may assign them without your consent to an affiliate, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These terms bind and benefit each party's permitted successors and assigns.

Neither of us is liable for a failure or delay in performing an obligation — other than an obligation to pay money — caused by something beyond our reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, government or regulatory action, a change in law, power or telecommunications failure, an internet or hosting-provider outage, a denial-of-service or other attack, or the failure, suspension or termination of a third-party service QuoCAD depends on — QuoCAD runs on ten outside services, and none of them is ours. The affected party will make reasonable efforts to resume. If such an event lasts more than 30 consecutive days, either of us may end the affected subscription and we will refund prepaid fees for the unused part of the term.

A failure or delay in exercising a right under these terms is not a waiver of it, and exercising a right once or in part does not prevent exercising it again. A waiver counts only if we give it in writing, and only for the instance and purpose given. Our practice, custom or course of dealing does not change these terms.

We may give you notice by email to the address on your account or to the address of your workspace owner, or by a notice in the product. You are responsible for keeping those addresses current. A notice we send to an address on your account is effective when sent, except that where we know a notice has failed to deliver it is not effective until we have made reasonable efforts to reach you at another address on your account or by a notice in the product; and a material change under section 23 does not take effect against you until notice of it has been effective in that sense. Legal notices to us must go to Quocad Inc. at 2150 Winston Park Drive, Unit 203, Oakville, Ontario L6H 5V1, Canada, with a copy to support@quocad.com, and take effect on delivery. A message to support alone is not legal notice. Notices under our Data Processing Addendum follow section 15 of that document instead.

These terms create no right or remedy for anyone other than you and us, and nobody else may enforce them — except that our affiliates and our and their directors, officers, employees, contractors, agents and suppliers may rely on and enforce the disclaimers, the limitation of liability and the indemnity as if they were named in them. We name them because the protections above would otherwise stop at the company and a claim could simply be aimed at a person instead. You will not bring a claim against any of them that these terms would bar if you brought it against us.

You and we are independent contractors. These terms do not create a partnership, joint venture, agency or employment relationship between us.

We may identify you as a customer and use your business name and logo on our website and in marketing materials, following any brand guidelines you give us. Email us to withdraw that and we will stop using them in new materials within a reasonable time. We will not attribute a quotation, testimonial or case study to you without your prior approval.

26. Contact

Questions about these terms can be sent to support@quocad.com (phone: (855) 822-7766).

Notices with legal effect must follow section 25.