If your purchase order is issued by Snap Inc., Snap LLC, Snap ULC or Bitstrips ULC, the U.S. and Canada Purchase Order Terms and Conditions will apply.

If your purchase order is issued by any other Snap entity except for Quick Click Information Technology (Shenzhen) Co. Ltd. in China, the Rest of World Purchase Order Terms and Conditions will apply.

If your purchase order is issued by Quick Click Information Technology (Shenzhen) Co. Ltd., the Rest of World Purchase Order Terms and Conditions will apply except that the language in Section 15 regarding governing law and venue shall be deleted and replaced with the following:

“This Purchase Order, and all claims arising out of or in connection with it (including non-contractual disputes or claims), are governed by and will be construed in accordance with the laws and regulations of the People’s Republic of China. Any dispute or claim arising out of or in connection with this Purchase Order or its subject matter or formation (including non-contractual disputes or claims) will be referred to and finally resolved by arbitration in Shanghai administered by the China International Economic and Trade Arbitration Commission (CIETAC) Shanghai Sub-Commission in accordance with its arbitration rules in force when the Notice of Arbitration is submitted. A single arbitrator will conduct the proceedings in English.”

The Snap entity who issues the Purchase Order (“Buyer”), and the counterparty identified on the Purchase Order (“Vendor“) agree to the following purchase order terms and conditions:

1. This Purchase Order (“Purchase Order”) is a one-time stand alone offer by Buyer to Vendor, is not a fixed offer and may be changed or revoked at any time. This Purchase Order covers only the products and services provided hereunder and will not be a recurring order. Any additional or repeat orders for products and services from the Vendor will be ordered under a separate purchase order. Vendor may only accept this Purchase Order in writing. Acceptance of this Purchase Order is expressly limited to the terms and conditions set forth in this Purchase Order and will be without qualification. Any terms and conditions communicated from the Vendor that adds to, alters or conflicts with the terms and conditions of this Purchase Order are objected to and are hereby rejected without further notice by Buyer, and shall be of no force or effect unless specifically agreed to in writing by Buyer. Vendor’s acceptance of this Purchase Order will be deemed to be Vendor’s assent solely to the terms and conditions of this Purchase Order. Vendor’s non-compliance with any of the terms and conditions of this Purchase Order may, at Buyer’s sole discretion, result in a charge back to Vendor, which may include, without limitation, any applicable portion(s) of the total service and product cost, freight, handling expenses, and all other costs and expenses related to this Purchase Order. Time is of the essence to Buyer and the shipping schedule specified on this Purchase Order must be strictly observed by Vendor both as to time and quantities. Buyer is not obligated to accept partial deliveries or excess deliveries. Acceptance by Buyer of all or part of the products will not constitute a waiver by Buyer of its claims arising from delays or incomplete deliveries.

2. Vendor will submit invoices to Buyer through the approved process listed in the Purchase Orders and Payments site. Invoices must include the Purchase Order number, a description of the products or services, a complete bill-to address and, as applicable, any product part numbers and quantities, unit prices, applicable taxes or other charges, extended totals, and any other applicable information, all exactly as may be specified in the respective Purchase Order. If services are provided by Vendor, invoices must also include as applicable (a) hourly rates or other charges, (b) in the case of maintenance services, copies of signed service orders applicable to such services, and (c) any other applicable information, all exactly as may be specified in the respective Purchase Order. Buyer’s standard payment terms are Net 60 days, based upon the receipt of an accurate and approved invoice by Buyer’s accounts payable team.

3. Vendor hereby represents, warrants, and covenants to Buyer as follows: (a) that the products provided hereunder (i) are free from material defects, (ii) are safe, merchantable and fit for the intended purpose, (iii) conform to all applicable specifications and standards and shall match the description, assortment, shipping unit, case pack, and quantity prescribed in this Purchase Order, (iv) are manufactured in accordance with, and comply with, all applicable foreign, federal, state and local laws, statutes, regulations, ordinances and other governmental requirements, directives or orders, of any jurisdiction (collectively, the “Applicable Laws”), (v) where applicable, are packed in cartons that have complete and accurate descriptive information on the outside of the carton, (vi) do not infringe or violate the intellectual property or other rights of any third party, (vii) were not produced or packaged with the use of child or forced labor, or in violation of any human rights, (viii) are new, unused, and not refurbished at the time of delivery (unless otherwise explicitly agreed to in the applicable Purchase Order), (ix) have been produced and provided in accordance with Buyer’s desired specifications and any applicable supplier agreement, and (x) will be covered by the manufacturers’ or suppliers’ warranties and guarantees for material or equipment incorporated into the products (unless otherwise explicitly agreed to in the applicable Purchase Order); (b) that the services provided hereunder will be performed in a professional and workmanlike manner in accordance with the highest industry standards; (c) Vendor will comply with and provide all goods and services hereunder in accordance with Applicable Laws, including, without limitation, all applicable anti-corruption laws and rules; (d) the services, deliverables, work product and other materials provided to Buyer by Vendor or on Vendor’s behalf under this Agreement (collectively, the “Deliverables”) will not: (i) infringe or violate the intellectual property or other rights of any third party; or (ii) be libelous or obscene, nor constitute fraud, misrepresentation, unlawful business practices, or unfair competition; (e) Vendor has the full power and rights to perform and provide the goods and services under this Purchase Order; and (f) if Vendor is a corporation, it is a corporation validly existing and in good standing under the laws of the state of its incorporation. Without limiting the generality of Section 3(c) above, Vendor agrees that Vendor and anyone acting on its behalf will not give, offer, agree, promise to give, or authorize the direct or indirect giving, of any money or other thing of value to anyone to induce or reward favorable action, forbearance from action, or the exercise of influence. Notwithstanding any other provision of this Agreement, Vendor understands and agrees that this Purchase Order may be terminated if Vendor or anyone acting on its behalf fails to comply with this Section 3.

4. To the extent that Vendor provides services hereunder, Vendor will (a) develop, test, and deliver all Deliverables relating to the services in accordance with the applicable Purchase Order, (b) provide all materials, equipment, and personnel necessary for performing the services unless stated otherwise in the Purchase Order, (c) comply with all applicable Buyer policies if and when Vendor is performing services at Buyer’s facilities. Notwithstanding any acceptance or payment by Buyer, if any services fail to conform with the specifications the services in the respective Purchase Order, or fail to meet the warranties hereunder (or both), Buyer may in its sole discretion (i) require Vendor to re-perform the services at no charge until services are conforming, (ii) re-perform the non-conforming services itself, or have a third party do this and charge Vendor the reasonable cost of this re-performance, or (iii) reject the Deliverables of the non-conforming services and obtain a refund from Vendor for all amounts paid in relation to these services. All Deliverables will be a “work made for hire” and will be the sole and exclusive intellectual property of Buyer. To the extent that any Deliverables cannot be considered a “work made for hire” under Applicable Law, Vendor assigns to Buyer, all right, title, and interest to all intellectual property rights to the Deliverables. Vendor will execute any documents and take other steps reasonably requested by, and at the expense of, Buyer in order to permit Buyer to protect and enforce its intellectual property rights under this Section. Vendor covenants that it will require all personnel used in connection with the services to enter into agreements that will assign to Vendor or directly to Buyer, any intellectual property rights that its personnel may have to the Deliverables.

5. Vendor will indemnify, defend, and hold harmless Buyer and its Affiliates (as hereafter defined), and each of their respective directors, officers, employees, stockholders, agents, and representatives (collectively, the “Buyer Indemnitees”), from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from or related to: (a) a claimed or alleged breach by Vendor of any of its representations, warranties, covenants or obligations contained in this Purchase Order or Terms and Conditions; (b) any claim or allegation (whether or not true) that the product, services, or Deliverables provided hereunder (i) violates any Applicable Law, (ii) causes personal injury or property damage, (iii) infringes the patent, trademark, copyright, trade secret or other rights of a third party, or (iv) unfairly competes with another product; or (c) any injury to person or damage to property resulting in any way from any act, omission, or negligence on the part of Vendor, its employees, agents, or contractors, in the performance of or failure to perform any obligation hereunder. Buyer may be represented and actively participate through its own counsel, at Vendor’s cost and expense, in any such suit, proceedings or claim if it so desires. Neither party will compromise any such claim in any manner without the prior written consent of the other party, which consent will not be unreasonably withheld. Vendor will promptly notify Buyer in writing in the event that Vendor learns that any product, service or Deliverable: (x) violates any law, regulation, ordinance, order or decree; (y) has, or is likely to, cause personal injury or property damage; or (z) infringes the rights of a third party. For purposes hereof, “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a party, or where the party owns at least 50% or more of the equity interest or voting stock, or equivalent, in such entity.

6. Vendor agrees that it will keep in force and effect at the time any product or service is provided and thereafter, comprehensive general liability insurance, including contractual liability and personal injury, with minimum primary policy limits of not less than one million dollars ($1,000,000) per occurrence and a minimum aggregate of two million dollars ($2,000,000), or such other amount of insurance as may be specified for the applicable products and services in Buyer’s sole discretion. Upon Buyer’s request, Vendor shall furnish to Buyer current certificates of insurance. Vendor’s insurance shall in no way limit Vendor’s liability or obligation to indemnify completely the Buyer Indemnitees.

7. All products shall be appropriately packaged, marked and otherwise prepared in a manner to obtain the lowest reasonable shipping rates unless contrary instructions are received in writing from Buyer. Buyer’s count will be accepted as final on all shipments not accompanied by a packing slip. Vendor shall bear all risks of loss or damage to products covered by this Purchase Order until delivery of products to the carrier, if transportation is F.O.B. Vendor, or until acceptance by Buyer, if transportation is F.O.B. Buyer. All products will be marked by Vendor in such manner as Buyer may specify. Any products which are not accepted by Buyer, for any reason, and which are marked with any Marks (as hereafter defined) (including, without limitation, any logo), both registered and common law, of Buyer will be destroyed by Vendor. In no event will Vendor deliver, transfer or sell any such products so marked (or any product overruns) to any third party.

8. Neither party may use the other party’s name, logo(s), trademarks or other identifying information or image (collectively, the “Marks”) for any purpose unless specifically authorized in this Purchase Order or in writing by such other party. In the event Buyer authorizes such use under this Purchase Order, (a) such use will be revocable at anytime by Buyer at Buyer’s sole discretion, (b) Vendor agrees to adhere to the logo and trademark usage guidelines of Buyer when using Buyer’s Marks, and (c) Vendor may not grant any sublicenses of this license to any third party without Buyer’s prior written approval. Further, Buyer’s Marks will be used, in each instance, only as approved by Buyer in writing and only in the exact form, size, style, color and type prescribed by Buyer without deviation. Vendor further agrees that: (i) it will not use Buyer’s Marks in combination with any other trademark, service mark, or logo, without the prior written approval of Buyer; (ii) its use of the Buyer’s Marks will not reflect adversely on Buyer or the Buyer’s Marks; (iii) the Buyer’s Marks are and will remain the exclusive property of Buyer or its Affiliates; (iv) its use of the Buyer’s Marks shall inure solely to the benefit of Buyer; and (v) upon termination, expiration or completion of the Purchase Order, Vendor will immediately cease use of Buyer’s Marks. The unauthorized use of Buyer’s Marks by Vendor will entitle Buyer to an injunction in addition to any other remedies available at law or in equity.

9. The parties agree that the terms of this Purchase Order, as well as any other non-public information that either party provides to the other party in connection herewith that the recipient knew or reasonably should have known was confidential (“Confidential Information”), will be held confidential and not disclosed, unless the Confidential Information becomes public through no fault of the recipient, was independently developed by the recipient, or is otherwise communicated free of any obligation of confidence. Vendor will not, without Buyer’s prior written consent, state publicly that it has executed this Purchase Order with Buyer or that Vendor has furnished or contracted to furnish to Buyer the goods or services covered hereby. If the parties have entered into a Non-Disclosure Agreement or Mutual Non-Disclosure Agreement (each, an “NDA”), then the NDA is hereby incorporated herein by reference and the parties agree to be bound by the terms and conditions set forth in the NDA. In the event of any conflict between the terms of this Purchase Order and the terms of the NDA, the terms of the NDA will control.

10. Buyer or its designees shall have the right to inspect and test Vendor’s facilities and products to be delivered at any stage of manufacture, performance or delivery. Further, Vendor shall keep and maintain such books and records as are necessary or desirable to evidence its compliance with the terms and conditions of this Purchase Order, and shall make such books and records available for inspection by Buyer or its designees upon request. Vendor shall cooperate with Buyer or its designees in such inspections. Inspection or testing shall not serve to relieve Vendor of its responsibilities under this Purchase Order, shall not affect any other rights or remedies of Buyer and shall not constitute acceptance or a waiver of any breach. Further, Buyer’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type. If Buyer reasonably determines that any products covered by this Purchase Order are defective or otherwise not in conformity with the requirements of this Purchase Order, Buyer, by written notice to Vendor, may: (a) rescind this Purchase Order as to such products and obtain a full refund from Vendor for all amounts paid for such products; (b) accept such products at an agreed reduction in price; (c) retain and correct the defects or non-conforming aspects of such products at Vendor’s cost and expense; or (d) reject such products and require the delivery of replacements. Rejected products will be returned to Vendor at Vendor’s cost, expense and risk of loss. Delivery of replacements shall be accompanied by written notice specifying that such products are replacements. If Vendor fails to deliver required replacements in accordance with a reasonable delivery date specified by Buyer, Buyer may terminate this Purchase Order. No inspection, tests, approval or acceptance of products ordered shall relieve Vendor from liability for: (i) defects or other failures to meet the requirements of this Purchase Order; (ii) latent defects; (iii) fraud; (iv) such gross mistakes as may amount to fraud; or (v) failure by Vendor to meet its warranty obligations hereunder.

11. Buyer shall be entitled to all rights and remedies available at law or equity for Vendor’s breach hereof, and all available remedies shall be cumulative and not exclusive. Without limiting the foregoing, products that do not conform to this Purchase Order may be returned to Vendor for full credit, including all freight charges. IN NO EVENT SHALL BUYER BE LIABLE TO VENDOR, REGARDLESS OF THE FORM OF ACTION, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OF ANY NATURE WHATSOEVER. UNDER NO CIRCUMSTANCES SHALL BUYER’S LIABILITY ARISING FROM OR RELATING TO THIS PURCHASE ORDER EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE FOR THE GOODS ORDERED HEREUNDER.

12. Buyer may revoke this Purchase Order at any time prior to Vendor’s written acceptance. Buyer may terminate this Purchase Order effective upon written notice to Vendor, at any time after the occurrence of any of the following, with no further obligation to Vendor: (a) Vendor fails to timely perform its duties under this Purchase Order or is in breach of any terms or conditions of this Purchase Order; (b) any applicable law prevents full compliance with this Purchase Order by Vendor or Buyer; (c) commencement of voluntary or involuntary proceedings under any bankruptcy, reorganization or similar laws by or against Vendor, or if any order shall be made for the liquidation or dissolution of Vendor, or if a receiver be appointed for it or its property; or (d) if any force majeure event prevents Vendor from performing its material obligations hereunder for more than 10 consecutive days. Additionally, Buyer shall have the right at any time, without cause, to terminate all or any part of the undelivered portion of this Purchase Order, effective upon written notice to Vendor.

13. Vendor agrees to comply with all applicable economic sanctions, export control, and anti-boycott laws and regulations of the United States and all other applicable jurisdictions in performance of the Purchase Order, including but not limited to the U.S. Department of Commerce Bureau of Industry and Security’s (“BIS”) Export Administration Regulations and the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Vendor represents and warrants that neither it nor any parent, subsidiary, affiliate, or associated company is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC and the Denied Parties List, Unverified List and Entity List maintained by BIS (collectively, “Restricted Party Lists”), and is not owned or controlled by a restricted party. In the performance of this Purchase Order, Vendor will not do business with or provide goods or services, directly or indirectly, to any company or individual on the Restricted Party Lists or to any country with which trade is prohibited by OFAC or other applicable sanctions.

14. Vendor will not assign, transfer or subcontract this Purchase Order, in whole or in part, without the prior written consent of Buyer. Buyer may assign, transfer or subcontract this Purchase Order to its Affiliates. This Purchase Order constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. No waiver, modification, alteration or amendment of this Purchase Order shall be binding upon Buyer unless in writing and signed by Buyer. Buyer may at any time, by written order, make changes in any of the following: (a) the method of shipment or packing (or both); and (b) the place of delivery. Vendor shall be deemed to have accepted Buyer’s proposed changes without additional costs to Buyer and without extension of Vendor’s time for performance unless Vendor, within ten (10) days following receipt of Buyer’s notice of change, notifies Buyer in writing of the need for any equitable adjustment in the price of the products or the time for performance (or both). In the event that any provision of this Purchase Order is held invalid or unenforceable, such provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable. All claims arising out of or relating to this Purchase Order, including tort claims, will be governed by California law without regard to that State’s conflict-of-laws rules, and will be litigated exclusively in the United States District Court for the Central District of California; provided that if that court would lack original jurisdiction over the litigation, then the Superior Court of California, County of Los Angeles will be the exclusive forum to resolve the litigation. The parties consent to personal jurisdiction in both courts. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY. This Agreement was written in English, and to the extent the translated version of this Agreement conflicts with the English version, the English version will control. In any action arising out of or relating to this Purchase Order, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs. The parties may execute this Purchase Order in counterparts, including PDF and other electronic copies, which taken together will constitute one instrument. This Purchase Order does not establish any agency, partnership, or joint venture between the parties. All notices must be in writing. Notice will be deemed given: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested; or (c) on the date transmitted if by email. All notices will be sent to the applicable party at the address(es) set forth on the Purchase Order (or as otherwise instructed in writing by such party). A copy of legal notices to Buyer will be sent to legalnotices@snap.com and to Snap Inc., 2772 Donald Douglas Loop North Santa Monica, CA 90405, Attn: General Counsel.

The Snap entity who issues the Purchase Order (“Buyer”), and the counterparty identified on the Purchase Order (“Vendor”) agree to the following purchase order terms and conditions:

1. This Purchase Order (“Purchase Order”) is a one-time stand alone offer by Buyer to Vendor, is not a fixed offer and may be changed or revoked at any time. This Purchase Order covers only the products and services provided hereunder and will not be a recurring order. Any additional or repeat orders for products and services from the Vendor will be ordered under a separate purchase order. Vendor may only accept this Purchase Order in writing. Acceptance of this Purchase Order is expressly limited to the terms and conditions set forth in this Purchase Order and will be without qualification. Any terms and conditions communicated from the Vendor that adds to, alters or conflicts with the terms and conditions of this Purchase Order are objected to and are hereby rejected without further notice by Buyer, and shall be of no force or effect unless specifically agreed to in writing by Buyer. Vendor’s acceptance of this Purchase Order will be deemed to be Vendor’s assent solely to the terms and conditions of this Purchase Order. Vendor’s non-compliance with any of the terms and conditions of this Purchase Order may, at Buyer’s sole discretion, result in a charge back to Vendor, which may include, without limitation, any applicable portion(s) of the total service and product cost, freight, handling expenses, and all other costs and expenses related to this Purchase Order. Time is of the essence to Buyer and the shipping schedule specified on this Purchase Order must be strictly observed by Vendor both as to time and quantities. Buyer is not obligated to accept partial deliveries or excess deliveries. Acceptance by Buyer of all or part of the products will not constitute a waiver by Buyer of its claims arising from delays or incomplete deliveries.

2. Vendor will submit invoices to Buyer through the approved process listed in the Purchase Orders and Payments site. Invoices must include the Purchase Order number, a description of the products or services, a complete bill-to address and, as applicable, any product part numbers and quantities, unit prices, applicable taxes or other charges, extended totals, and any other applicable information, all exactly as may be specified in the respective Purchase Order. If services are provided by Vendor, invoices must also include as applicable (a) hourly rates or other charges, (b) in the case of maintenance services, copies of signed service orders applicable to such services, and (c) any other applicable information, all exactly as may be specified in the respective Purchase Order. Buyer’s standard payment terms are net 60 days, based upon the receipt of an accurate and approved invoice by Buyer’s accounts payable team. If any sum due for payment under this Purchase Order is not paid on the due date and is not disputed by a party, the party in default shall pay interest on such sum from the due date until the date of actual payment (whether before or after judgment) at the rate of 2% above the base rate of the Bank of England from time to time, such interest to accrue on a day to day basis. The parties acknowledge that this amounts to a substantial remedy for late payment.

3. Vendor hereby represents, warrants, and covenants to Buyer as follows: (a) that the products provided hereunder (i) are free from material defects, (ii) are safe, merchantable and fit for the intended purpose, (iii) conform to all applicable specifications and standards and shall match the description, assortment, shipping unit, case pack, and quantity prescribed in this Purchase Order, (iv) are manufactured in accordance with, and comply with, all applicable foreign and local laws, statutes, statutory instruments, regulations, ordinances, judgments of relevant courts of law, decisions of tribunals or other competent authorities and other governmental requirements, directives or orders, of any jurisdiction (collectively, the “Applicable Laws”), (v) where applicable, are packed in cartons that have complete and accurate descriptive information on the outside of the carton, (vi) do not infringe or violate the intellectual property or other rights of any third party, (vii) were not produced or packaged with the use of child or forced labor, or in violation of any human rights, (viii) are new, unused, and not refurbished at the time of delivery (unless otherwise explicitly agreed to in the applicable Purchase Order), (ix) have been produced and provided in accordance with Buyer’s desired specifications and any applicable supplier agreement, and (x) will be covered by the manufacturers’ or suppliers’ warranties and guarantees for material or equipment incorporated into the products (unless otherwise explicitly agreed to in the applicable Purchase Order); (b) that the services provided hereunder will be performed in a professional and workmanlike manner in accordance with the highest industry standards; (c) Vendor will comply with and provide all goods and services hereunder in accordance with Applicable Laws, including, without limitation, all applicable anti-corruption laws and rules; (d) the services, deliverables, work product and other materials provided to Buyer by Vendor or on Vendor’s behalf under this Agreement (collectively, the “Deliverables”) will not: (i) infringe or violate the intellectual property or other rights of any third party; or (ii) be libelous or obscene, nor constitute fraud, misrepresentation, unlawful business practices, or unfair competition; (e) Vendor has the full power and rights to perform and provide the goods and services under this Purchase Order; and (f) if Vendor is a corporation, it is a corporation validly existing and in good standing under the laws of the place of its incorporation. Without limiting the generality of Section 3(c) above, Vendor agrees that Vendor and anyone acting on its behalf will not give, offer, agree, promise to give, or authorize the direct or indirect giving, of any money or other thing of value to anyone to induce or reward favorable action, forbearance from action, or the exercise of influence. Notwithstanding any other provision of this Agreement, Vendor understands and agrees that this Purchase Order may be terminated if Vendor or anyone acting on its behalf fails to comply with this Section 3.

4. To the extent that Vendor provides services hereunder, Vendor will (a) develop, test, and deliver all Deliverables relating to the services in accordance with the applicable Purchase Order, (b) provide all materials, equipment, and personnel necessary for performing the services unless stated otherwise in the Purchase Order, (c) comply with all applicable Buyer policies if and when Vendor is performing services at Buyer’s facilities. Notwithstanding any acceptance or payment by Buyer, if any services fail to conform with the specifications for the services in the respective Purchase Order, or fail to meet the warranties hereunder (or both), Buyer may in its sole discretion (i) require Vendor to re-perform the services at no charge until services are conforming, (ii) re-perform the non-conforming services itself, or have a third party do this and charge Vendor the reasonable cost of this re-performance, or (iii) reject the Deliverables of the non-conforming services and obtain a refund from Vendor for all amounts paid in relation to these services. All Deliverables (including any intellectual property rights in such Deliverables) will be the sole and exclusive property of Buyer. Vendor assigns to Buyer, with full title guarantee and free from all encumbrances, all right, title, and interest to all intellectual property rights (including, if Vendor is providing services in Japan, all the rights specified in Articles 27 and 28 of the Copyright Act of Japan) to the Deliverables. Vendor will execute any documents and take other steps reasonably requested by, and at the expense of, Buyer in order to permit Buyer to protect and enforce its intellectual property rights under this Section. Vendor covenants that it will require all personnel used in connection with the services to enter into agreements that will assign to Vendor or directly to Buyer, any intellectual property rights that its personnel may have to the Deliverables.

5. Vendor will indemnify, defend, and hold harmless Buyer and its Affiliates (as hereafter defined), and each of their respective directors, officers, employees, stockholders, agents, and representatives (collectively, the “Buyer Indemnitees”), from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable legal fees) (collectively, “Losses”) arising from or related to: (a) a claimed or alleged breach by Vendor of any of its representations, warranties, covenants or obligations contained in this Purchase Order or terms and conditions; (b) any claim or allegation (whether or not true) that the product, services, or Deliverables provided hereunder (i) violates any Applicable Law, (ii) causes personal injury or property damage, (iii) infringes the patent, trademark, copyright, trade secret or other rights of a third party, or (iv) unfairly competes with another product; or (c) any injury to person or damage to property resulting in any way from any act, omission, or negligence on the part of Vendor, its employees, agents, or contractors, in the performance of or failure to perform any obligation hereunder. Buyer may be represented and actively participate through its own counsel, at Vendor’s cost and expense, in any such suit, proceedings or claim if it so desires. Neither party will compromise any such claim in any manner without the prior written consent of the other party, which consent will not be unreasonably withheld. Vendor will promptly notify Buyer in writing in the event that Vendor learns that any product, service or Deliverable: (x) violates any law, regulation, ordinance, order or decree; (y) has, or is likely to, cause personal injury or property damage; or (z) infringes the rights of a third party. For purposes hereof, “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a party, or where the party owns at least 50% or more of the equity interest or voting stock, or equivalent, in such entity.

6. Vendor agrees that it will keep in force and effect at the time any product or service is provided and thereafter at its sole cost and expense, Public liability insurance, including contractual liability and personal injury, with minimum primary policy limits of not less than one million euro (€1,000,000) per occurrence and a minimum aggregate of two million euro (€2,000,000). Vendor shall also maintain Employers Liability insurance in compliance with local laws. Upon Buyer’s request, Vendor shall furnish to Buyer current certificates of insurance. Vendor’s insurance shall in no way limit Vendor’s liability or obligation to indemnify completely the Buyer Indemnitees.

7. All products shall be appropriately packaged, marked and otherwise prepared in a manner to obtain the lowest reasonable shipping rates unless contrary instructions are received in writing from Buyer. Buyer’s count will be accepted as final on all shipments not accompanied by a packing slip. Vendor shall bear all risks of loss or damage to products covered by this Purchase Order until delivery of products to the carrier, if transportation is F.O.B. Vendor, or until acceptance by Buyer, if transportation is F.O.B. Buyer. All products will be marked by Vendor in such manner as Buyer may specify. Any products which are not accepted by Buyer, for any reason, and which are marked with any Marks (as hereafter defined) (including, without limitation, any logo), both registered and common law, of Buyer will be destroyed by Vendor. In no event will Vendor deliver, transfer or sell any such products so marked (or any product overruns) to any third party.

8. Neither party may use the other party’s name, logo(s), trademarks or other identifying information or image (collectively, the “Marks”) for any purpose unless specifically authorized in this Purchase Order or in writing by such other party. In the event Buyer authorizes such use under this Purchase Order, (a) such use will be revocable at any time by Buyer at Buyer’s sole discretion, (b) Vendor agrees to adhere to the logo and trademark usage guidelines of Buyer when using Buyer’s Marks, and (c) Vendor may not grant any sublicenses of this license to any third party without Buyer’s prior written approval. Further, Buyer’s Marks will be used, in each instance, only as approved by Buyer in writing and only in the exact form, size, style, color and type prescribed by Buyer without deviation. Vendor further agrees that: (i) it will not use Buyer’s Marks in combination with any other trademark, service mark, or logo, without the prior written approval of Buyer; (ii) its use of the Buyer’s Marks will not reflect adversely on Buyer or the Buyer’s Marks; (iii) the Buyer’s Marks are and will remain the exclusive property of Buyer or its Affiliates; (iv) its use of the Buyer’s Marks shall inure solely to the benefit of Buyer; and (v) upon termination, expiration or completion of the Purchase Order, Vendor will immediately cease use of Buyer’s Marks. The unauthorized use of Buyer’s Marks by Vendor will entitle Buyer to an injunction in addition to any other remedies available at law or in equity.