Customer Contract Terms
The documents on this page form an integral part of the QAD License and Maintenance Agreement or the Licensing Provisions, as the case may be, and are incorporated into such agreement by reference.
QAD Licensing Terms
Describes the contents of the various Application Bundles, additional licensing metrics and additional and/or alternative terms applying to the licensing of certain Add-On Products.
Exclusions Support Advantage Program
Note: this document is only relevant for Customers participating in the Support Advantage Program. It contains a list of Software that is excluded from the reduction of the Maintenance fees offered under the Support Advantage Program to Customers that have assumed certain Maintenance tasks from QAD.
Services Terms & Conditions
The Services Terms & Conditions on this page apply to the provision of services by QAD in the event no Services Framework Agreement exists between Customer or its direct or indirect parent company, on the one hand, and QAD or an affiliated QAD company, on the other hand. The Services Terms & Conditions are incorporated into a Work Order (a document in which the Services are described in detail and formally ordered from QAD) by reference. On this page, the versions of the Services Terms & Conditions governing the provision of services are listed by QAD entity (i.e. the terms referenced next to a QAD entity govern the provision of services by such entity).
Services Terms & Conditions for services provided by QAD Inc. (United States), QAD Asia Ltd. (Hong Kong), QAD Australia (Pty) ltd. (Australia), QAD India Private Ltd. (India), QAD (Thailand) Ltd., QAD Korea Ltd. (Korea), QAD NZ Ltd. (New Zealand) and QAD Singapore Private Ltd. (Singapore).
Services Terms & Conditions for services provided by QAD Europe NV/SA (Belgium).
Services Terms & Conditions for services provided by QAD Brasil Ltda. (Brazil).
Services Terms & Conditions for services provided by QAD China Ltd. (China).
Services Terms & Conditions for services provided by QAD Europe S.A.S. (France).
Services Terms & Conditions for services provided by QAD Europe GmbH (Germany).
Services Terms & Conditions for services provided by QAD Italy Srl. (Italy).
Services Terms & Conditions for services provided by QAD Japan Inc. (Japan).
Services Terms & Conditions for services provided by QAD Mexicana, S.A. de C.V. (Mexico).
Services Terms & Conditions for services provided by QAD Netherlands B.V. (the Netherlands).
Services Terms & Conditions for services provided by QAD Poland Sp. z o.o. (Poland).
Services Terms & Conditions for services provided by QAD Lusitana Europe - Software e Serviços Unipessoal, Lda. (Portugal).
Services Terms & Conditions for services provided by QAD Software South Africa (Pty) Ltd. (South Africa).
Services Terms & Conditions for services provided by QAD Europe Sl. (Spain).
Services Terms & Conditions for services provided by QAD Europe AG. (Switzerland).
Services Terms & Conditions for services provided by QAD Europe Ltd. (United Kingdom)
QAD Terms and Conditions of Use
- The following terms, when used in this Agreement, shall have the following meanings.
- "Content" shall mean all information, data, or other material, in any form or media, contained in, obtained from, or relating to the Site, including all results obtained from the Site."Site" shall mean any QAD internet site, page (and all sub-pages), uniform resource locator ("URL"), domain location, and all information and Content thereon.
- TRADEMARK NOTICE
- Marks used on this Site, including "QAD", the QAD logo, "MFG/PRO," and "MFGx", are owned by QAD. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.
- LICENSE GRANT & OWNERSHIP BY QAD
- License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, QAD grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site.
- Ownership. All Content on the Site is (and shall continue to be) owned exclusively by QAD or others, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of the Site.
- RESTRICTIONS ON USE
- Concerning your usage of this Site or any Content, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (ii) post or transmit to the Site any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (iii) post or send to the Site any information that contains a computer virus, bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); (v) post or transmit into or on the Site any information in violation of another party's copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large burden on QAD's infrastructure or resources; (vii) redeliver any of the Content using "framing", hyperlinks, or other technology without the express written permission of QAD; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
- You acknowledge that QAD has the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect QAD, and the customers of QAD, and to comply with legal obligations or governmental requests. QAD reserves the right to refuse to post or to remove any information on the Site, in whole or in part, for any reason.
- In order for you and your suppliers to obtain real-time visibility into your inventory to provide supply chain event management functionality by using the MFGx.net Site, you must subscribe to the MFGx service and agree to the terms of the separate QAD MFGx license agreement located elsewhere on the MFGx.net Site. Once you subscribe to the use of such service, your use of the Site shall be governed by the terms of the MFGx.net license agreement.
- You represent and warrant that by using the Site, you have read and agree to this Agreement and have the legal capacity to agree to the terms of this Agreement.
- YOUR SITE ACTIVITIES
- If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, and to send notice to QAD within 24 hours if your password is compromised. You acknowledge that QAD neither endorses nor is affiliated with any linked site and is not responsible for any information that appears on the linked site. You acknowledge that (i) the internet is a network of computers worldwide, and that any information submitted by you to QAD necessarily is routed via third party computers to QAD, (ii) QAD is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
- SUBMISSIONS OF INFORMATION BY YOU
- APPLICABILITY & COOPERATION
- QAD reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. QAD in its sole discretion may add, delete or change the Content at any time, without notice to you.
- LIMITED WARRANTY AND DISCLAIMER
- DISCLAIMER OF WARRANTY. QAD AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS "AS IS" AND "AS AVAILABLE", WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY QAD RELATING TO YOUR USAGE OF THE SITE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USAGE OF THE SITE AND SITE-RELATED SERVICES.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
- CONTACTING QAD.
- Should you desire to contact QAD, you may do so at: QAD Inc., 100 Innovation Place, Santa Barbara, CA 93108 Phone: (+1) (805)-566-6000.
- Equitable Relief. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to QAD or others and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, QAD and others will be entitled to injunctive relief for any breach of this Agreement.
- Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- Entire Agreement. This Agreement constitutes the entire agreement between you and QAD pertaining to the subject matter hereof. You agree to review this Agreement prior to any usage of the Site, and each usage of the Site by you shall constitute and be deemed your unconditional acceptance of this Agreement. This Agreement may be prospectively modified by QAD at any time without notice, by posting a revised Agreement on the Site.
- Termination. This Agreement may be terminated by either party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all access and usage of the Site and, upon request by QAD, to return all information in your possession relating to the Site, and all copies thereof.
- Survival of Certain Provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
- Waiver. No delay or omission to exercise any right or remedy accruing to QAD upon any breach or default by you shall constitute a waiver by QAD of any breach or default.
- Conflicts. If this Agreement conflicts with a provision of any other contract between you and QAD relating to the Site, the provision in such other Agreement shall govern.
- Compliance with Laws. You shall be responsible for complying with all applicable governmental regulations of the United States (including US export laws) and any foreign country (where applicable) with respect to the use of the Site. The Site is not to be used in any government and/or defense related activity unless approved under U.S. Export Law and Regulation. You shall defend, indemnify and hold QAD harmless from and against any and all liabilities arising out of the non-compliance with applicable governmental regulations.
- This Agreement shall be subject to, and construed in conformity with, the laws of the State of California, United States of America. The parties hereby submit to the jurisdiction of the courts in the State of California, USA. Neither party shall bring a legal action against the other more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
Personal Data Processing
QAD may process personal data for various purposes and in various contexts. QAD processes personal data when:
- You visit our website www.qad.com or other QAD websites
- We provide services, such as cloud, support or consultancy services, to our customers
- We maintain contacts with our customers or prospects
- We market our products or services to our customers or prospects
- We perform corporate functions, such as HR, Finance and IT functions
QAD will only collect as much personal data as needed for specific, identified purposes, and we won’t use it for other purposes without obtaining your consent.
As a global company, QAD operates in a number of countries around the world. As such, the information may be used, stored, or processed outside the country where it was recorded. If we transfer your personal information to another country, we’ll take appropriate measures to protect your privacy and the personal data we transfer.
QAD makes available communication and collaboration tools to users of the QAD websites; if you decide to use such tools, you acknowledge and agree that other users of the QAD website may have access to your personally identifiable information (e.g. because it has been added to an address book). We do not sell or rent personally identifiable information collected through our website(s) to anyone. You hereby agree that you will not use any personally identified information available on a QAD website for any purposes other than the purpose for which it is made available on the website.
During the period you are logged onto our site we log IP addresses, browser and platform types, domain names, access times, referral addresses, and your activity while using or reviewing our site.
Some QAD sites, like many other commercial web sites, may utilize a standard technology called "cookies" to collect information about how our site is used. Cookies were designed to help a web site operator determine that a particular user had visited the site previously and thus save and remember any preferences that may have been set while the user was browsing the site. Cookies are small strings of text that web sites can send to your browser. If you are simply browsing a QAD informational site, a cookie may be used to identify your browser as one that has visited the site before.
QAD sites may contain links to other sites, including those of our authorized business partners. While we seek to link only to sites that share our high standards and respect for privacy, we are not responsible for the privacy practices employed by other sites.
QAD provides consultancy, support and Cloud services. QAD processes personal data in the context of such services solely for the benefit of its customers, for instance to provide advice or to address a support issue. QAD will not use personal data obtained from customers in the context of the provision of services for any other purpose, except as provided in the contractual agreement between QAD and customer.
When using QAD Cloud services, customers will input electronic data into the QAD systems. QAD may access such data for the purposes of providing the service, including the prevention or resolution of technical problems, responding to support issues, responding to customer’s instructions or as may be required by law, all in accordance with the terms of the agreement(s) between QAD and you.
QAD processes data obtained from its customers in the context of the provision of services under the direction of its Customers, and has no direct control or ownership of the personal data it processes. Customers are responsible for complying with any regulations or laws that require providing notice, disclosure and/or obtaining consent prior to transferring the data to QAD for processing purposes.
QAD works with authorized business partners and third party suppliers to provide optimal services to its customers. It is possible that partners or suppliers process personal data (e.g. the partners QAD uses for hosting its Cloud services). QAD will only share personal data with partners or suppliers if and when required for the performance of services and under the condition that partners and suppliers shall only use the personal data to perform services for the benefit of the customer and shall comply with all applicable laws and regulations.
QAD Contacts with Customers or Prospects
QAD regularly reaches out to its customers, directly or indirectly, be it to maintain existing contacts or establish new contacts or to be able to perform regularly occurring functions, such as working with customers to understand their requirements, invoicing of maintenance or recurring services, etc. QAD may share personal data with its authorized business partners to facilitate such contacts.
QAD markets its products and services to customers and prospects. In marketing its products and services, QAD may process personal data obtained through its websites (see above) or through other channels. QAD may share personal data with its authorized business partners in the context of marketing.
QAD Corporate Functions
As any company, QAD has various departments tasked with performing various corporate functions. Examples are the HR, Finance, Legal and IT departments. QAD may process personal data regarding its employees, contractors, suppliers or customers to be able to perform these functions and only to the extent required to perform these functions. Personal data may be processed to determine whether the various QAD corporate policies (e.g. policies regarding use of the QAD IT environment, the morals and ethics policies, etc.) are being complied with.
QAD may also disclose information in special cases when we have a good faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal process; (b) protect and defend our rights or property; (c) enforce the Web site Terms and Conditions of Use; or (d) act to protect the interests of our users or others.
Data Retention and Data Accuracy
QAD will keep your personal information only as long as needed for the purposes for which it was collected, or as permitted by law. QAD will take appropriate steps to make sure the personal data in our records is accurate.
Access to Personal Data
If you wish to access, correct or delete your personal data, please direct any requests to email@example.com. Please note that an individual who seeks access to or wishes to correct or delete personal data processed in a QAD Cloud environment or to data QAD processes for the benefit of a customer in the context of the provision of services, should direct his or her query to the QAD customer responsible for the personal data (i.e. to the data controller). If such a query is sent to QAD directly, QAD will forward it to the customer.
Safe Harbor Program Statement
QAD complies with the U.S. – E.U. Safe Harbor Framework and the U.S. - Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union and Switzerland respectively. Information regarding the both the E.U. and Swiss Safe Harbor Frameworks can be found at: http://export.gov/safeharbor.
Conflicts and Dispute Resolutions