(Last modified June 20, 2026)
1. Introduction, Acceptance, Definitions, and Modifications
Welcome to BidBow! We hope you will enjoy and appreciate using our “Services”, which may be visiting the website at www.bidbow.com or any subdomain thereof (the “Website”) and using the construction bid estimation platform accessible from the Website (the “Platform”).
By interacting with the Services in any way, by activating or setting up an account to access the Platform or by logging into the Platform, you hereby accept to be bound by these Terms of Use (“TOU”) without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Services. The TOU are a legal and binding agreement between you and us.
If you are using the Services and accepting or agreeing to these TOU on behalf of a company, association or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to these TOU and, in such event, "you" and "your" will refer and apply to that Legal Entity.
BidBow Inc., a duly-incorporated company located in Montreal, Canada at the address listed below, owns and operates the Services. Where the present TOU refer to“BidBow” they refer to BidBow Inc. Any reference to “we”, “our”,or “us” in these TOU shall also refer to BidBow Inc.
In these TOU, a Website visitor or Services user may be referred to as “you” or “your”. When a Services user has set up an account through the Services and is accessing the Platform via an account, they may be referred to as a “Logged-In User.”
BidBow reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at www.bidbow.com/terms-of-use. It is your responsibility to check the TOU periodically for changes. Your use of the Services following the posting of any changes to the TOU constitutes acceptance of those changes. If we make any substantial changes to the TOU that materially affect your legal relationship with BidBow, we will use commercially reasonable efforts to notify you by posting a prominent notice when you use the Services for the first time following those changes, or if you have an account, by email to the email address associated with your account.
The TOU should be read in conjunction with our Privacy Policy, available at https://www.bidbow.com/privacy-policy , as both these documents govern your use of the Services.
If you enter into an order form, security addendum, data protection addendum, or other written agreement signed by you and BidBow in connection with the Services, that agreement supplements these TOU and, in the event of a conflict, prevails over these TOU solely with respect to its specific subject matter and only to the extent of the conflict.
2. Contacting Us
If you have any questions about the TOU, please contact:
BidBow Inc.
or:
BidBow Inc.
1055 Rue Lucien-L'Allier
Suite 343
Montreal (QC), H3G 2W4
Canada
Support services are available through chat, when available within the Website or Platform, by email at support@bidbow.com,or by submitting a help request on BidBow’s support page. Support is available on Business Days between 9:00 a.m. and 9:00 p.m. Eastern Time. If an issue cannot be resolved by chat or email, a screen sharing session may be scheduled at a mutually agreed time.
If you have any questions regarding the Services themselves, please contact support@bidbow.com.
3. General Code of Conduct for Use of the Services
In addition to the more specific rules found elsewhere in these TOU, you agree that by interacting with the Services in any way, you will:
(i) Not use the Services in any manner that in any way violates these TOU or any other applicable policy posted on the Website or in the Services by BidBow;
(ii) Not use the Services in any manner that violates any intellectual property rights of BidBow or any third party;
(iii) Not use the Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
(iv) Not use the Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to BidBow or a third party, or to damage or obtain unauthorized access to any system, data, password or other information (whether personal data or not) of BidBow, other Services users, or any other third party;
(v) Not: (1) take any action that imposes or may impose (as determined by BidBow in its sole discretion) an unreasonable or disproportionately large load on BidBow’s (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Services or any activities conducted on or via the Services; (3) bypass any measures BidBow may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or portion of the Services; or (5) harvest or scrape any content from the Services in an unreasonable manner;
(vi) Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Services;
(vii) Not use the Services in any way to collect information (whether personal information or not) of any third party or in violation of our Privacy Policy, except as permitted by the nature and function of the Services;
(viii) Not use the Services to advertise or promote products or services that are not expressly approved in advance in writing by BidBow, or as permitted by these TOU;
(ix) Not interfere with any third party’s use or enjoyment of the Services;
(x) Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party;
(xi) Not attempt to do any of the foregoing prohibitions;
(xii) Use the Services in good faith, and in compliance with all applicable local, provincial or state, national, and international laws;
(xiii) Not access or use the Services if you are a competitor of BidBow, are acting on behalf of a competitor of BidBow, or are developing, or assisting in the development of, any software product or service that competes directly or indirectly with BidBow, unless BidBow has expressly authorized such access or use in writing. You agree to notify BidBow immediately if you become a competitor or begin developing any competing product or service, and BidBow reserves the right to terminate your access to the Services in such event;
(xiv) Not share your account, account credentials, or login with, or otherwise permit your account to be used by or among, any other person or multiple individuals, each account being for the use of a single named individual only;
(xv) Not access, extract, copy, scrape, share, disclose, resell, or otherwise make available to any third party any cost data, pricing data, or similar data made available through the Platform, whether embedded in the Services or offered as a separate add-on or paid feature, except as expressly permitted by these TOU or the functionality of the Services; and
(xvi) Not sell, resell, rent, lease, sublicense, assign, or otherwise transfer your subscription, account, or any user account, or any access to the Services, to any third party.
4. Accounts
a. Accounts and Passwords – General Information
In order to be able to access the Platform, you will be required to setup an account. Accounts are available to BidBow clients and their employees, subject to the restrictions and conditions as outlined elsewhere in these TOU.
As part of the account set-up, you will be asked to create a password and register for two-factor authentication. It is your responsibility to choose a password of sufficient strength that cannot easily be discovered by third parties. You are responsible for maintaining the confidentiality of your Account Information (as defined below) and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.
If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. BidBow and its Representatives will not beheld liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Platform with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.
BidBow reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described herein below.
b. Age Requirements
In order to set up an account to access the Platform, you affirm that you are at least eighteen (18) years of age or over, or the age of majority in the jurisdiction you reside and from which you access the Platform where the age of majority is greater than eighteen (18) years of age.
c. Account Information
The information required to set up a Platform account with BidBow is the following: your name, your email address and the company that you work for. This information required for the account sign-up and log-in process may be referred to in the present TOU or the Privacy Policy as “Account Information”.
By accepting BidBow’s invitation to create an account and by confirming and then using your Account Information to log into your account, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Account Information or using false or misleading Account Information to log into an account may result in you being banned from using the Services, at our sole discretion.
d. Feature Availability, Packaging, and Preview Features
From time to time, BidBow may make new features, functionalities, tools, or modules available for testing, evaluation, or feedback purposes, including features identified as preview, beta, or similar. Unless BidBow expressly states otherwise in writing, any such features are provided on a temporary or evaluative basis and BidBow reserves the right, at any time, to modify, discontinue, limit, repackage, or make any such features available only as part of a different module, add-on, usage-based offering, or separately paid service in the future. Without limiting the foregoing, certain AI-enabled features may be made available without additional charge for a period of time, but BidBow may later apply usage limits, packaging changes, or additional fees to such features.
e. Training and Professional Services
An online self-paced training course is included with the subscription to the Platform Services. Any instructor-led training, live hands-on training, on boarding beyond what is expressly included by BidBow, consulting, implementation, configuration, customization, or other professional services are charged separately unless expressly stated otherwise in writing by BidBow.
f. Privacy Policy and Hosting
We care about data privacy and security. Please review our Privacy Policy: bidbow.com/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Unless otherwise agreed in writing between you and BidBow, the Services are hosted in Canada. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Services, you are transferring your data to Canada, and you expressly consent to have your data transferred to and processed in Canada.
5. Fees and Payment
You agree to provide current, complete, and accurate billing, contact, and payment information for all purchases and subscriptions made in connection with the Services, and to promptly update such information as needed. You authorize BidBow and its third-party payment processors to charge your designated payment method for all fees, charges, taxes, and other amounts properly due in connection with your use of the Services.
Unless otherwise stated in an order form, invoice, or other writing from BidBow, fees are stated and payable in U.S.dollars and are exclusive of applicable sales, use, value-added, withholding, or similar taxes, duties, and levies, which are your responsibility, other than taxes based on BidBow’s net income. BidBow may issue invoices electronically. If a payment is declined, reversed, or otherwise fails, or if any amount remains overdue, BidBow may, after notice where practicable and subject to applicable law, suspend or restrict access to the Services until the outstanding amounts are paid. You remain responsible for any reasonable charges, costs, or fees incurred by BidBow as a result of failed or reversed payments, to the extent permitted by applicable law.
Except as otherwise expressly stated in these TOU, agreed in writing by BidBow, or required by applicable law, fees are generally non-cancellable and non-refundable once the applicable subscription term or service period has started. BidBow reserves the right to correct any pricing, billing, or administrative errors at any time, including after payment has been requested or received, provided that BidBow will notify you of any material correction affecting amounts charged or payable. BidBow may refuse, suspend, or cancel any purchase, subscription, renewal, upgrade, downgrade, or account transaction, or limit the availability of any plan, feature, or add-on, where reasonably necessary to prevent fraud, misuse, unauthorized resale, material breach of these TOU, or other material risk to BidBow, the Services, or other users, and, where practicable, BidBow will provide notice of such action.
6. Proprietary Rights
a. Intellectual Property Rights
You acknowledge that: (a) the Services contain proprietary and confidential information that are protected by applicable intellectual property and other laws, and (b) BidBow and/or third parties (via license) own all right, title and interest in and to the Services and content that may be presented or accessed through the Services (except for User Content as defined below), including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to BidBow and its licensors. “Intellectual Property Rights”means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.
You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, extract, reproduce, or discover the underlying components, models, prompts, parameters, or non-public functionality of the Services, or content that may be presented or accessed through the Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Services; or (iii) remove, obscure, or alter BidBow’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.
The content, arrangement and layout of the Services, including but not limited to the trademarks, software,source code, object code, models, algorithms, workflows, features, user interface elements, documentation, text, graphics, trademarks, logos and Computer Code, and other content made available through the Services, are proprietary to BidBow, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of BidBow, or as permitted by the functionality of the Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Services, Computer Code, images, logos, videos, audio or trademarks found in the Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and BidBow may take action accordingly.
The above paragraph further applies to third party property used as part of the Services, including but not limited to third party Computer Code. For the purposes of the present section, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.
For greater certainty, as between you and BidBow, the Services, including AI-enabled features, models, prompts, system behavior, workflows, and the selection, arrangement, presentation, underlying elements, and functionality through which outputs are generated, form part of the Services and remain subject to BidBow’s and its licensors’ Intellectual Property Rights, except for User Content, outputs generated by the Services specifically for you based on your User Content or use of the Services, and any rights, if any, expressly granted to you under these TOU.
b. User Content and Feedback
As between you and BidBow, any data, content, documents, materials, submissions, inputs, project information, estimate information, pricing information, files, or other information that you upload, submit, transmit, store, or otherwise make available through the Services (collectively, “User Content”) remains your property or the property of the applicable third party owner, as between you and BidBow. As between you and BidBow, outputs generated by the Services specifically for you based on your User Content or use of the Services belong to you, subject to BidBow’s and its licensors’ ownership of and rights in the Services, the Platform, software, models, prompts, workflows, structure, selection, arrangement, underlying elements, and other BidBow Intellectual Property Rights. You hereby grant to BidBow a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license to host, use, reproduce, transmit, display, adapt, modify, process, and otherwise use the User Content solely to the extent necessary to provide, maintain, support, and secure the Services and to perform its obligations in relation to the Services. BidBow will not use User Content to train, fine-tune, test, validate, or improve any models except with your prior consent, which may be provided through any written means, including by opting in through the functionality of the Services, if available. BidBow may generate and use aggregated and anonymized reports, analytics, benchmarks, insights, statistics, and other data to improve, maintain, and develop the Services, including to develop, configure, test, and improve prompts, instructions, and system performance, provided that such information remains aggregated and anonymized and does not identify you, your client, or any individual and does not disclose your confidential information. Subject to the foregoing, BidBow does not acquire ownership of your User Content under these TOU.
If you choose to communicate to BidBow (via any means) suggestions for improvements to the Services or any idea or proposal related to BidBow or its businesses or properties (collectively, “Feedback”), BidBow shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to BidBow and waive in favor of BidBow, its successors and assigns all your moral rights in the Feedback; and agree to provide BidBow such assistance as BidBow may require to document, perfect, and maintain BidBow’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to BidBow, you are not entitled to any compensation or reimbursement of any kind from BidBow under any circumstances.
7. External Links
a. General External Links
From time to time BidBow may provide links to other websites or services. Links from the Services may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. BidBow provides those links as a convenience to you and BidBow takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. BidBow does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.
In no way will BidBow be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) arising from your use of websites or other services that may be linked to from the Services or the information thereon; (2) arising from any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) arising from the actions of the operators of any such website or service.
b. Use of Third-Party Services
The Services may make use of third-party services, tools, or integrations from time to time. Your use of any such third-party services, whether through the Services or otherwise, may be subject to the applicable third party’s terms and policies, which we encourage you to read.
8. Interruption of Services
From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Services. While we will endeavour to make this unavailability as brief as possible, BidBow shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Services, and disclaims any responsibility thereto. Without limiting the foregoing, BidBow may perform routine maintenance during a regular maintenance window on Fridays between 8:00 p.m. and 10:00 p.m. Eastern Time. Such maintenance is usually brief and may be hardly noticeable, but some updates may require more time within that maintenance window. If BidBow anticipates a longer downtime, BidBow will use commercially reasonable efforts to provide advance notice.
Information regarding system availability, uptime, scheduled maintenance, and service incidents can be found on BidBow’s status page at https://status.bidbow.com
9. Termination of the Services or Your Access to the Services and the TOU
You agree that BidBow, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access to or use of the Services (or any portion thereof), immediately and without notice, if BidBow believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy.
You may also end your access to the Services by contacting us at support@bidbow.com or using the in-app chat support when you are a Logged-in User.
BidBow may also, in their sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that BidBow shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Services, or from BidBow’s termination of the Services or any part thereof.
You may terminate or cease your access to the Services at any time, including by contacting BidBow as described above or, where available, through the functionality of the Services. Any such termination or cessation is without refund, credit, adjustment, restitution, reduction, pro rata repayment, or cancellation of any fees or amounts already paid or payable, except as otherwise expressly stated in these TOU, agreed in writing by BidBow, or required by applicable law. To the maximum extent permitted by applicable law, you expressly waive any right, claim, defence, or remedy to obtain any refund, credit, adjustment, restitution, reduction, pro rata repayment, or other reimbursement of fees paid or payable as a result of your unilateral termination or cessation of access, including under articles 2125 and 2129 of the Civil Code of Québec or any other provision of the Civil Code of Québec concerning unincurred fees or expenses, amounts received in advance, overpayments, or fees collected in excess. For clarity, nothing in this paragraph prevents you from terminating or ceasing your access to the Services; it only governs the financial consequences of doing so, and the non-cancellability and non-refund provisions of these TOU remain applicable notwithstanding any such termination or cessation of access by you.
Termination of the Services or your access to the Services shall terminate the present TOU as between you and BidBow. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.
10. Disclaimer of Warranties
You expressly understand and agree that your use of the Services, the information thereon (whether provided by BidBow or third parties) or any activity arising from your use of the Services or the information thereon or the materials downloaded therefrom is at your sole risk. The Services, any materials downloaded therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or device or loss of data that results from the download, stream or access of any material obtained through the use of the Services or any other functionalities of the Services, or losses or damages (financial or otherwise) resulting from your use of the Services, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Services, the information thereon or any materials downloaded therefrom.
The information or resources provided through the Services are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Services are as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur. BidBow shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Services or the information thereon, or your reliance on such information whether the information is correct or not.
BIDBOW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF TITLE AND NON-INFRINGEMENT; WARRANTIES THAT THE SERVICES, THE INFORMATION THEREON OR ANY MATERIALS DOWNLOADED THEREFROM, AND ANY THIRD-PARTY MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE AND FREE FROM VIRUS AND OTHER HARMFUL COMPONENTS; AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BIDBOW, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS AND LICENSORS (THE “REPRESENTATIVES”), DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS OR OMISSIONS WILL BE CORRECTED; (III) ANY CONTENT (WHETHER PROVIDED BY BIDBOW OR THIRD PARTIES) AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) FUNCTIONALITIES OF THE SERVICES WILL WORK EQUALLY IN DESKTOP AND HANDHELD OR TABLET DEVICE ENVIRONMENTS; (V) THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS (INCLUDING ANY OUTPUTS) OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; OR (VI) THE RESULTS OF USING THE SERVICES OR ANY ACTIVITY ARISING THEREFROM, OR ANY CONTENT DOWNLOADED THEREFROM WILL MEET YOUR OPERATIONAL AND COMMERCIAL REQUIREMENTS.
Some of the content displayed on the Services may include elements that belong to or are provided by third parties. You acknowledge that BidBow assumes no responsibility for such content.
To the extent that the applicable law does not permit a disclaimer of warranties, all content accessible on the Services, or any other website to which we link, and all operations on this Services are warranted only to the minimum amount legally required.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE WILL BIDBOW OR ITS REPRESENTATIVES OR LICENSEES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY,PUNITIVE, OR OTHER SIMILAR DAMAGES, OR FOR ANY LOSSES, DAMAGES, LIABILITIES,COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO (I) YOUR ACCESS TO, USE OF,MISUSE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (II) THE INTERRUPTION,SUSPENSION, OR TERMINATION OF ANY PART OF OR ALL OF THE SERVICES; OR (III) YOUR USE OF OR RELIANCE ON ANY ESTIMATES, ANALYTICS, OUTPUTS, OR OTHER INFORMATION GENERATED, DISPLAYED, OR MADE AVAILABLE THROUGH THE SERVICES, IN EACH CASE REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, DELICT, QUASI-DELICT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY) AND EVEN IF BIDBOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TOU, BIDBOW’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TOU WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO BIDBOW FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDBOW, ITS REPRESENTATIVES, AND ITS LICENSEES SHALL NOT BE LIABLE AND ASSUME NO RESPONSIBILITY FOR ANY LOSSES OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM (I) ANY USER CONTENT; (II) ANY MODIFICATION OR ALTERATION OF ANY PART OF THE SERVICES BY YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF; (III) YOUR USE OF OR RELIANCE ON ANY USER CONTENT, ESTIMATES, ANALYTICS, OUTPUTS, OR OTHER INFORMATION GENERATED, DISPLAYED, OR MADE AVAILABLE THROUGH THE SERVICES; OR (IV) ANY FAILURE BY YOU TO COMPLY WITH THESE TOU, THE PRIVACY POLICY, OR ANY DOCUMENTATION, INSTRUCTIONS, OR USAGE PARAMETERS MADE AVAILABLE BY BIDBOW IN CONNECTION WITH THE SERVICES.
12. Indemnity
To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless BidBow, its Representatives, and its licensees from and against any third-party claims, demands, actions, proceedings, damages, liabilities, costs, and expenses (including reasonable legal fees) arising directly or indirectly from: (i) any User Content; (ii) your use of or access to the Services, including your use of or reliance on any estimates, analytics, outputs, or other information generated, displayed, or made available through the Services; (iii) any modification or alteration of any part of the Services by you or any third party acting on your behalf; (iv) your breach of these TOU, the Privacy Policy, or any documentation, instructions, or usage parameters made available by BidBow in connection with the Services; or (v) your violation of any applicable law or any rights of a third party.
13. Governing Law and Applicable Jurisdiction
These TOU and your use of the Services shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws applicable therein in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and BidBow shall be brought exclusively in the courts located in the Judicial District of Montreal, Canada.
Notwithstanding the foregoing, BidBow shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.
14. Miscellaneous Provisions
(i) The TOU, in conjunction with the Privacy Policy and any applicable order form, addendum, or other written agreement signed by you and BidBow, constitutes the entire agreement between you and BidBow with respect to your use of the Services, superseding any prior agreements between you and BidBow.
(ii) BidBow shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond BidBow’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
(iii) If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, you and BidBow nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
(iv) The failure of BidBow to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to BidBow.
(v) The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.
