Customer Resale Terms and Conditions
Last update on July 15, 2026
Unless a government contract resulting from a competitive solicitation exists between Pursuit and the Customer, these terms (these “Terms”) constitute the entire understanding between Pursuit Markets Inc. (“Pursuit”) and the entity (“Customer”) ordering the software, software-as-a-service subscriptions, hardware, or third-party services (collectively, “Products”) under the applicable proposal, quote, purchase order, or other ordering document (the “Order”). Issuance of an Order against a Pursuit proposal or quote referencing these Terms constitutes the Customer's acceptance of these Terms. If a contract exists between Pursuit and the Customer, the Order is subject to that contract in lieu of these Terms to the extent of any conflict.
1. Definitions; Pursuit Entity
“Pursuit” means Pursuit Markets Inc., a Delaware corporation primarily doing business in Michigan. “OEM” means the original equipment manufacturer, software publisher, or licensor of a Product. “Solicitation” means a request for proposals, invitation to bid, request for quotations, or similar competitive procurement issued by the Customer to which a Pursuit proposal responds.
2. Application to Proposals and Solicitations
Where these Terms are referenced in a Pursuit proposal submitted in response to a Solicitation: (a) the Solicitation and any resulting contract govern, and these Terms apply only to the extent not inconsistent with the Solicitation, the resulting contract, and applicable law; (b) the reference to these Terms is not intended as, and shall not be construed as, an exception, condition, or qualification to the Solicitation unless expressly identified as such in the proposal; and (c) these Terms supply the commercial terms for matters on which the Solicitation and resulting contract are silent. Where a Pursuit quote referencing these Terms is used without a Solicitation, these Terms govern the Order as provided in the preamble.
3. Public Sector Customers; Savings Clause
Any provision of these Terms that is inconsistent with applicable federal, state, or local law or regulation, the Customer's charter or enabling legislation, or the terms of a signed agreement, cooperative purchasing contract, or government contract vehicle between or applicable to the parties, shall not apply to the extent of the inconsistency, and such law, charter, or agreement controls; the remaining Terms continue in full force. Without limiting the foregoing, nothing in these Terms requires a public body Customer to indemnify Pursuit or any third party, waives the Customer's governmental immunity, or imposes automatic renewal on the Customer.
4. Terms of Payment; Taxes
Invoices are due net thirty (30) days after the Customer's receipt of a valid invoice at the remit-to address referenced in the Order, or as otherwise required by applicable prompt payment law. Any invoice or portion thereof subject to a good-faith dispute need not be paid pending resolution; the Customer shall promptly notify Pursuit of any rejected invoice or portion with reasons, and the disputed amount, as adjusted by mutual agreement, shall be paid within ten (10) days after resolution. The Customer is responsible for applicable sales, use, or similar taxes imposed on the sale of Products, unless the Customer is tax-exempt and provides documentation of its exemption; where Pursuit is authorized to collect such taxes, they will be separately stated on Pursuit's invoices and remitted by Pursuit to the appropriate authorities.
Hardware shipped to the Customer's facilities will be packaged to preclude reasonably anticipated in-transit damage and in accordance with commercial standards, clearly labeled with the shipping address stated on the Order, the applicable purchase order number, and the recipient's name and, if applicable, building and room number. Shipment terms are FOB Destination, freight prepaid. Software licenses, subscriptions, and entitlements are delivered electronically to the contact identified on the Order.
If the Customer is a public body and funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the Customer may terminate the affected Order upon written notice, effective at the end of the last funded period, without penalty or further payment obligation beyond amounts due for Products delivered and services rendered through the effective date of termination. Pursuit will use commercially reasonable efforts to obtain corresponding relief from the applicable OEM for the terminated remainder of any subscription term and will pass any such relief through to the Customer.
5. Non-Appropriation (Funding Out)
6. Shipping; Delivery
7. Returns; Cancellation
TProvided the Order or portion thereof has not been designated non-cancellable or non-returnable on the face of Pursuit's quote, the Customer may cancel or postpone the Order, in whole or in part, without penalty, by notice received by Pursuit prior to shipment or electronic fulfillment of the ordered Products. If the Customer cancels after shipment of hardware but prior to delivery, the Customer is responsible for freight and handling for shipment and return shipment. Cancellations are subject to charges imposed by the OEM in connection with the cancellation, which Pursuit will identify to the Customer and use commercially reasonable efforts to mitigate. Returns of delivered Products are subject to the applicable OEM's return policy.
8. Warranty
Pursuit warrants that it maintains all local, state, and federal licenses and certifications required to legally deliver the Products described in the Order and that it has all rights, approvals, and authorizations necessary to provide the Products through the OEM's authorized channel. Pursuit is a reseller of Products and is not the OEM; the design, manufacture, performance, and security of the Products are the responsibility of the OEM. Pursuit shall forward to the Customer the end-user warranties provided by the OEM, and, to the extent granted by the OEM, the Customer is the beneficiary of the OEM's warranties. Pursuit is not a party to warranty terms between the Customer and the OEM, and the Customer agrees to look to the OEM for satisfaction of warranty claims related to the OEM's Product. EXCEPT AS OTHERWISE PROVIDED IN THE ORDER, PURSUIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY RELATING TO THIRD-PARTY SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM OR ANY WARRANTY STATED IN A RESULTING GOVERNMENT CONTRACT.
Software Products resold under an Order, and related maintenance, subscription, or support services, are governed by the license, subscription, or support agreement between the Customer and the OEM or, if none exists, the OEM's standard end-user terms, in each case as may be modified by any government-specific addendum between the Customer and the OEM. The license is granted by the OEM directly to the Customer; Pursuit is not a party to such terms, and the Customer agrees to look to the OEM for satisfaction of license and support claims related to the OEM's Product. If the OEM's fulfillment process requires acceptance of the OEM's standard terms to complete the purchase, Pursuit may proceed by accepting such terms on behalf of the Customer solely as an administrative step; as between the Customer and Pursuit, the Customer is responsible for compliance with the OEM's terms, and Pursuit will forward a copy of the OEM's terms to the Customer if provided to Pursuit by the OEM. Upon the Customer's request, Pursuit will facilitate the Customer's negotiation of government-appropriate modifications to the OEM's end-user terms.
9. Software License; End User Terms
10. Product Indemnification; Pass-Through
As a reseller, Pursuit does not control the design or content of the Products, and indemnification for Product-related claims — including claims of intellectual property infringement — is the responsibility of the OEM. Pursuit shall pass through to the Customer, to the fullest extent granted and assignable, all indemnities provided by the OEM with respect to the Products, and, at the Customer's request, will cooperate with the Customer in tendering qualifying claims to the OEM and pursuing the OEM's indemnity obligations.
11. Limitation of Liability
EITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THESE TERMS OR AN ORDER, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO PURSUIT UNDER THE ORDERS RECEIVED DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE CUSTOMER ACKNOWLEDGES THAT THIS AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS, THAT PURSUIT'S PRICING REFLECTS THAT ALLOCATION, AND THAT PURSUIT WOULD NOT ENTER INTO THE ORDER WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
12. Assignment
Neither party may assign or transfer an Order, or any part thereof, without the other party's prior written consent.
13. Force Majeure
Neither party is liable for failure or delay in performance due to acts of God or public enemy, acts of government, riots, terrorism, fires, floods, strikes, lockouts, epidemics, acts or failures to act of the other party, unusually severe weather, or other causes beyond its reasonable control that are not foreseeable. The delivery or performance date shall be extended for a period equal to the time lost by reason of the delay. The delayed party shall be prompt in restoring normal conditions and resuming performance, and Pursuit shall notify the Customer promptly of any such delay and its effect on the Products.
14. No Waiver; Severability
Any failure by either party to insist upon observance or performance of these Terms is not a waiver of the provision or of the right to enforce any provision in the future. If any provision of these Terms is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining Terms will continue in full force, unless performance is thereby rendered legally impracticable.
15. Governing Law
For Customers that are public bodies, these Terms and the Order are governed by the laws of the Customer's jurisdiction, without regard to conflict-of-law principles. For all other Customers, these Terms and the Order are governed by the laws of the State of Michigan on the same exclusions, with exclusive jurisdiction and venue in the state courts sitting in Washtenaw County, Michigan, and the United States District Court for the Eastern District of Michigan.
16. Entire Agreement; Order of Precedence;
ESubject to Sections 2 and 3, these Terms constitute the entire agreement between the parties with respect to the subject matter of the Order and supersede all contemporaneous and prior oral and written communications regarding that subject matter, and govern over any preprinted terms stated on or attached to the Customer's ordering document, which are of no effect to the extent they conflict with these Terms. These Terms and any Order may be modified only by a writing signed by both parties, by the terms of a resulting government contract, or as provided in Section 3.
