Terms of Service (Quantify)

Last Updated: December 27, 2025

These Terms of Service for Quantify are between Patabid Inc. (“Company”, “our”, “we” or “us”) and the individual or entity using the Solution (“User”, “you”, “your”). We own and operate Quantify, a cloud-native estimating platform which allow Users to create estimates for pricing, generate bids and quotes, and use other related features (“Solution”), as described on our website, patabid.com and its subdomains (“Website”). The Solution is available to Users who register and activate an Account (“Customer”), additional authorized Users from Customer’s enterprise (“Authorized Users”) and Users who use a Trial Service or Free Service. The terms “User”, “you” and “your” apply collectively to Customers and Authorized Users.

Please note that certain features of the Solution or our other products or solutions are subject to additional terms, which will be made available at the time of access, subscription, or purchase (“Additional Terms”).

By taking an action to indicate acceptance (such as clicking a checkbox or executing an order form) or by using the Solution, you acknowledge to have read and understood these Terms of Service for Quantify (“Terms”), which constitute a binding legal agreement between you and Company and shall be effective as of the date of acceptance of these Terms. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity and that such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

Please note that our collection, use and disclosure of personally identifiable information (“Personal Information”) will be governed by our Privacy Policy located at https://www.patabid.com/pp (“Privacy Policy”).

The Company may revise these Terms at any time and at Company’s sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Modified” date above, through email or through the Solution (as applicable), or (b) your acceptance of the updated Terms.

 

1. General.

1. 1. Access. Subject to compliance with these Terms, Users shall be permitted to access and use the Solution for internal business purposes and solely during the term of User’s subscription to the Solution (“Subscription”) or term of the Free Solution or Trial Solution (as applicable).

   2. Modification. The Company may, at its sole discretion, update the Solution with new capabilities or offerings or replace and/or discontinue any Solution functionality in whole or in part. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions.

   3. Availability. The Company will use commercially reasonable efforts to make the Solution available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Company shall make best efforts to give at least eight (8) hours’ notice via the Solution or Website and which Company shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Time Friday to 3:00 a.m. Eastern Time Friday); or (b) any unavailability caused by circumstances beyond Company's reasonable control, including without limitation, circumstances described in Section 11.8 hereto. Notwithstanding the foregoing, the Company does not warrant or guarantee that the Solution will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free.

   4. Use Guidelines. You shall not (and shall not permit any third party to): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Solution available to any third party; (ii) use the Solution to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Solution to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”); (iv) interfere with or disrupt the integrity or performance of the Solution or the data contained therein; (v) attempt to gain unauthorized access to the Solution or its related systems or networks; (vi) upload, make available, or otherwise transmit any User Content via the Solution which results in a violation of a third party’s rights under applicable laws or that: (I) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (II) infringes any patent, trade-mark, trade secret, copyright, publicity, or other proprietary or privacy rights of any party; (III) is misleading, contains sexually explicit content, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; (IV) or contains any Malicious Code; or (vii) use any other measures in an attempt to mislead Company or other Users, or otherwise take advantage of the Solution.

   5. Third-Party Platforms. The Solution may integrate with or rely on artificial intelligence (“AI”) technologies powered by machine learning and other third-party platforms (including, without limitation, third-party AI technologies (“AI Platforms”)) that are not owned or controlled by Company (collectively, “Third-Party Platforms”). You acknowledge that the use and enabling (as applicable) of any such Third-Party Platforms will be subject to any terms which govern and/or apply to such Third-Party Platforms. You acknowledge that the Company is not the author or owner of any Third-Party Platforms and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Platforms.

   6. Setup. You may be required to use or install Third-Party Platforms or make changes to your internal systems, data, and information to properly access and use the Solution. You shall be solely responsible for any such setup requirements to ensure Solution functionality, including any applicable fees.

 

1. Registration and Account.

   1. User Eligibility. By using the Solution and accepting these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Solution; and (iii) that your use of the Solution shall be in accordance with all applicable laws.

1. 1. Account Registration. Users must register and open an account through the Website (“Account”) and activate the Account to use the Solution. User agrees to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”). The User is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. All Accounts are for use by the designated User and cannot be shared or used by more than one User, unless expressly permitted under these Terms. User shall be responsible for any use or misuse of the Solution performed through their Account (including by any third party). If the User suspects the security of their Account has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, Company reserves the right to temporarily disable an Account until a resolution has been determined.

   2. Authorized Users. Once Customer has been onboarded, by paying applicable Fees, Customer may permit Authorized Users to access and use the Solution under Customer’s Account. Customer shall be bound by any changes made to their Account by Authorized Users, including but not limited to changes to the Subscription plan. The Customer is responsible for all activities that occur under its Account and for all Authorized Users entering into and complying with these Terms. Customer will be directly responsible for any breaches of these Terms by Authorized Users.

   3. Audit Rights. The Company shall have the right to use the capabilities of the Solution to confirm compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

 

1. Trial and Free Solution. In the event of a conflict between Section 3 and any other portion of these Terms, Section 3 shall control.

1. 1. Trial Solution. At Company’s discretion, Company may make some or all of the Solution available on a trial basis (“Trial”). If User registers for a Trial, Company will make the applicable part of the Solution (“Trial Service”) available to the registering User (and their Authorized Users, as applicable) on a trial basis until the earlier of: (a) the end of the Trial period for the applicable Trial Service; (b) registering User purchasing the applicable Trial Service; or (c) termination by Company in its sole discretion. Additional Terms may be applicable to the Trial Service and will be made available at the time of registration (as applicable) and will be incorporated into these Terms by reference.

   2. Free Solution. Company may make some of the Solution available free of charge (“Free Solution”). Free Solution shall exclude any Trial Service. Use of Free Solution is subject to these Terms and may be provided to the registering User (and their Authorized Users, as applicable) up to certain limits, with usage over the limits requiring purchase or subscription for continued use. Company, at its sole discretion and for any or no reason, may terminate access to the Free Solution or any part thereof. Any termination of access to the Free Solution may be without prior notice, and the Company shall not be liable to User or any third party for such termination.

   3. User Content; Outputs. Any User Content, Outputs, and customizations made by a User while using Trial Solution or Free Solution may be permanently lost unless the registering User purchases a subscription to the same features of the Solution as the Trial Service or Free Solution or exports such data before the end of the Trial period or termination of access to Free Solution.

   4. Representations and Warranties; No Indemnification. Notwithstanding anything in these Terms to the contrary, the Trial Solution and Free Solution are provided “as-is” without any warranty and Company shall have no indemnification obligations nor liability of any type to a User with respect to any damages arising out of the User’s use of the Trial Solution or Free Solution. Without limiting the foregoing, Company and its affiliates and licensors do not represent or warrant to that: (a) use of the Trial Solution or Free Solution will meet the User’s requirements; or (b) use of the Trial Solution or Free Solution will be uninterrupted, timely, secure or free from error.

   5. Limitation of Liability. Notwithstanding anything in these Terms to the contrary, a User shall be fully liable to Company for any damages to Company arising out of the User’s use of the Trial Service during the Trial period or use of the Free Solution, including without limitation, any breach by the User of these Terms during the Trial or the Free Solution period.

 

1. Fees and Payment.

   1. Fees. Customers receive access to a Trial Service for a two (2) week period beginning from the date of Account registration. Thereafter, Customers will be charged the applicable Subscription fees (“Subscription Fees”), which will vary depending on the Solution module selected. Certain functionality of the Solution may require the payment of one-time fees (“One-Time Fees” and together with Subscription Fees, “Fees”). One-Time Fees will be specified and billed at the time of purchase. Customers shall be required to pay additional Fees for each concurrent Authorized User.

   2. Billing. Customers may be charged Fees via a Third-Party Platform or via invoice. Unless otherwise set out in an invoice, all invoiced Fees shall be due net fourteen (14) days from the invoice date.

   3. Changes to Tier. If Customer’s modification to the Subscription plan results in changes to Fees, the new Fees will be effective and billed on the first day of the subsequent Subscription billing cycle. Customer acknowledges and agrees that downgrading a Subscription plan may cause the loss of access to certain Solution features or customizations. The Customer is responsible for any Fees incurred by Authorized Users.

   4. No Refunds. All Fees are non-refundable. We do not provide refunds or credits for any partial Subscription periods or unused Solution functionality.

   5. Overdue Payments. Any incurred Fees not received from Customer by their due date may accrue, at Company’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

   6. Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon Company’s net income) shall be assumed by and paid for by Customer, not Company.

   7. Suspension of Solution. If Fees are thirty (30) days or more overdue, in addition to any of its other rights or remedies, the Company reserves the right to suspend access to the Solution, without liability to User or any third party, until all outstanding Fees are paid in full.

 

1. Term and Termination

   1. Term. A Customer’s Subscription term shall commence as of the date of Account registration. Upon the expiry of Customer’s initial Subscription term, on the day the initial Subscription term expires, Customer’s Subscription shall be automatically renewed for an additional term of the same length as the initial Subscription and Customer will be charged Subscription Fees in full at the then-current price for each such renewal.

   2. Termination by Customer. Users may terminate use of a Trial Solution or Free Solution at any time by discontinuing use. Customer may terminate the renewal of their Subscription at any time by providing Company with written notice at least sixty (60) days’ prior to the expiry of the current Subscription period.

   3. Termination by Company. Company may, at its sole discretion and without prior notice, immediately terminate your ability to access or receive the Solution (as applicable) or portions thereof. Causes include, but are not limited to: (a) discontinuance or material modification to the Solution (or any part thereof); (b) Customer’s breaches or violations of these Terms or any Additional Terms that Customer may have entered into; (c) Customer becoming the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (d) unexpected technical, security or legal issues or problems; or (e) requests by law enforcement or other government agencies. You acknowledge and agree that all terminations may be made by Company in its sole discretion and that Company shall not be liable to you or any third party for any termination of your access to the Solution. Any termination of these Terms by Company shall be in addition to any and all other rights and remedies that Company may have.

   4. Result of Termination. Upon termination by Customer, Customer and Authorized Users Users will continue to have access to the Solution for the remaining duration of the pre-paid Subscription period. Upon termination by Company, Customer and Authorized Users will no longer be able to access the Solution and the permissions, rights and licenses granted under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent User Content is in the Company’s possession, custody, or control, Company will perform such deletion subject to the retention policy in our Privacy Policy. Upon termination, the Customer remains liable for all Fees incurred and owing under these Terms, including any interest incurred. The following provisions shall survive termination: 1.2, 1.4-1.6, 2.1-2.4, 3, 4, 5.4, 6-11.

 

1. Intellectual Property and User Content.

   1. Company Intellectual Property. Any proprietary and intellectual property rights in and to the Solution and any Company intellectual property thereon, including but not limited to logos, graphics, icons, images, trademarks, trade names, and copyrightable materials, all whether or not registered and/or capable of being registered, are the property of Company and its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Solution or any of the intellectual property on or underlying the Solution except as expressly set forth in these Terms. The Solution is licensed to you and not sold.

   2. Use Restrictions. You may not and you shall not permit any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Solution, except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Solution; (c) remove any proprietary notices, labels, marks, or other intellectual property from the Solution; (d) frame or mirror any content forming part of the Solution; or (e) access the Solution in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Solution.

   3. User Content. As between Company and User, User and its licensors retain all rights, title, and interest in and to all Personal Information, content or intellectual property shared via the Solution, including but not limited to any plans, blueprints, drawings, documentation, specifications, and related design information (“User Content”), and all intellectual property rights therein. You hereby grant Company a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license to use and otherwise exploit User Content as reasonably required to provide and improve the Solution (including, without limitation, to generate Aggregated Statistics) and meet Company’s obligations to you under these Terms.

   4. User Content Responsibility. User shall: (i) have sole responsibility for obtaining all consents and third-party licenses, and providing all necessary notices in accordance with applicable laws to ensure User Content can be shared with Company and used by Company as contemplated herein; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content; and (iii) have sole responsibility for adhering to any requirements or obligations imposed by licensors of User Content.

   5. Inputs and Outputs. The Solution allows Users to modify or manipulate User Content, such as through inputs that can be made by Users via the drawing tool (“Inputs”). The Solution can also be used to generate outputs based on Inputs, including but not limited to analysis of User Content and Inputs by AI Services to provide information such as pricing and quotes (“Outputs”). As between Company and User, User shall own all rights, title, and interest in and to the Inputs and Outputs, including all intellectual property rights therein. User hereby grants Company a non-exclusive, non-transferable, revocable, worldwide, royalty-free license to use Inputs and Outputs as reasonably required to provide and improve the Solution (including, without limitation, to generate Aggregated Statistics) and meet Company’s obligations under this Agreement.

   6. Aggregated Statistics. Company may create aggregated and anonymized statistical analytics arising from User interaction with and use of the Solution (“Aggregated Statistics”). The Company shall own all rights, title and interest in and to Aggregated Statistics free from encumbrance.

   7. Feedback. The Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Solution and/or any other Company products or services any suggestions, enhancement requests, recommendations or other feedback provided by Users relating to the Solution.

 

1. Confidentiality.

   1. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Solution, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

   2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).

   3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

   4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

 

1. Disclaimers and Warranties.

   1. Warranties. Each party represents and warrants that: (i) it will perform its respective obligations under these Terms in accordance with all applicable laws; (ii) it has the legal right and authority to enter into these Terms; (iii) these Terms form a binding legal obligation on behalf of such party; and (iv) it has all necessary permits, licenses, clearances and rights to grant the rights and licenses to the other party as contemplated in these Terms. Company represents and warrants that: (I) it will provide the Solution in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (II) the Solution will not contain or transmit any Malicious Code (except for any Malicious Code originating from a User).

   2. Disclaimer. Except as expressly provided in Section 8.1, Company makes no representations and provides no warranties or conditions of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied representations and warranties, including but not limited to any representations and warranties of merchantability, merchantable quality, durability, title, non-infringement, satisfactory quality or fitness for a particular purpose, to the maximum extent permitted by applicable law. You agree and acknowledge that the Solution is offered “as-is” and use of the Solution is at your own risk. Under no circumstances will Company be responsible for any damage, loss, or injury resulting from use of or reliance on the Solution.

   3. Service Provider. Company operates solely as a technology service provider and is not engaged in construction services, consultancy, or any activities constituting participation in the construction industry or related industries. The Solution is not designed or intended to ensure compliance with any local, state, federal, or international construction laws, regulations, codes, or standards, including but not limited to safety, environmental, zoning, or building codes. It is the sole responsibility of User to determine and achieve compliance with all applicable legal and regulatory requirements relevant to their operations. As between Company and User, User is solely responsible for managing any regulatory, financial, or consumer protection obligations it or its customers may be subject to.

   4. AI Platforms. You acknowledge, understand, and agree that you are prohibited from bypassing filters or otherwise making an AI Platform perform unanticipated actions, exposing any information used in an AI Platform’s training data, overriding the privacy or security controls in an AI Platform, creating or exacerbating biases in an AI Platform, or otherwise negatively impacting an AI Platform’s safeguards or extracting Personal Information in the course of using an AI Platform.

   5. Outputs Disclaimer. AI Platforms use machine learning models that generate predictions based on patterns in data. Given the probabilistic nature of machine learning, you should evaluate the accuracy of any Output as appropriate for your use case, including by manually reviewing the Output. You shall be solely responsible for all decisions made, advice given, actions taken, and failures to act based on use of or reliance on Outputs. The Company does not represent or warrant that Outputs: (i) will be accurate or applicable for your desired use; or (ii) will be unique to you.

2. Indemnification. User shall defend, indemnify and hold Company and its subsidiaries, affiliates, officers, agents, and employees (“Indemnified Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Company or any related party may sustain as a result of any acts, errors or omissions relating to: (i) breach of any of the provisions of these Terms or Additional Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) breach of a third party’s intellectual property rights or rights under privacy laws; or (vi) claims arising in connection with User Content (each a “User Claim”); provided, that Company: (a) promptly gives written notice of each User Claim to User; (b) gives User sole control of the defense and settlement of each User Claim (provided that User may not settle or defend any User Claim unless it unconditionally releases Indemnified Parties of all liability); and (c) provides to User, at User's cost, all reasonable assistance in respect to each User Claim. This provision does not require you to indemnify Company for any unconscionable commercial practice by Company or for Company’s fraud, deception, false promise, misrepresentation, concealment, suppression, or omission of any material fact in connection with the Solution provided hereunder. The User acknowledges that for the purpose of Section 9, the Company is acting as agent and trustee of Indemnified Parties.

 

1. LIMITATION OF LIABILITY.

   1. Exclusion of Consequential and Related Damages. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER A PARTY HAVE LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SOLUTION, USE OR INABILITY TO USE THE SOLUTION, FAILURE OF THE SOLUTION TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   2. Limitation of Liability. A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY SHALL IN NO EVENT EXCEED THE GREATER OF (I) FEES PAID BY THE USER TO THE COMPANY DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; OR (II) CAD $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

   3. Certain Damages Not Excluded. NOTWITHSTANDING SECTIONS 10.1 AND 10.2 NO LIMITATION OF LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO: (I) DAMAGES ARISING FROM USER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS IN SECTION 6; (III) ANY CLAIMS FOR NON-PAYMENT OF FEES; OR (IV) INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9.

 

1. General

   1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.

   2. No Third-Party Beneficiaries. Except as expressly provided in these Terms in Section 9, there are no third-party beneficiaries to these Terms.

   3. Governing Law and Jurisdiction. Any claim relating to the Solution or these Terms will be governed by and interpreted in accordance with the laws of the Province of Alberta, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Solution or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Alberta, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

   4. Dispute Resolution. Before initiating arbitration or other legal action against the other relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of these Terms. If the dispute is not resolved within thirty (30) days of the commencement of informal efforts hereunder, the parties will attempt to settle it in good faith by mediation. To initiate the mediation a party must give notice in writing to the other party requesting mediation. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of the Province of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as the parties may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event the parties are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. Each party shall bear its own legal costs in connection with mediation and/or arbitration under this provision.

   5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Company may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

   6. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

   7. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

   8. Force Majeure. Neither party shall be responsible for its failure to perform its non-monetary obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

   9. Entire Agreement. These Terms, including any applicable Additional Terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a User’s purchase order or in any other order documentation shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.

   10. Notices. Company may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address in your Registration Data, effective the following business day. You may give notice to Company by e-mail to info@patabid.com, with such notice shall be deemed given the following business day after sending the e-mail. All notices shall be in writing.

   11. Counterparts. These Terms may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.