Purchase Order Terms and Conditions

WWT Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions, including Attachment 1 Government Contract-Related Terms and Conditions where applicable, (collectively "Terms") govern World Wide Technology, LLC's ("WWT") purchase of hardware, software, licensing including subscriptions, and cloud and software as a service offering including associated support and maintenance services (respectively, collectively "Products") from the seller ("Vendor"). Vendor's acceptance of the WWT purchase order or its performance shall be considered acceptance of these terms and conditions.

Purchase Order Terms and Conditions

1. Scope. These Terms govern WWT's purchase of Products and Services from Vendor for resell to the WWT customer ("Customers"). The Affiliates of Vendor may desire to sell, and Affiliates of WWT may desire to purchase and resell under these Terms. Such WWT Affiliates may do so through the issuance of purchase orders, and such Vendor Affiliates may do so through the acceptance of purchase orders. No other Vendor or WWT Affiliate will have any liability or obligation whatsoever in connection with the order or participation agreement of another Affiliate. For purposes of these Terms, "Affiliates" shall mean a corporation, partnership, or other entity controlling, controlled by, or under common control of a Party. WWT's offer to purchase the Products and Services is expressly limited to, and expressly made conditional on, Vendor's acceptance of these Terms. WWT objects to any different or additional terms. Vendor will be deemed to have accepted these Terms: (i) even if Vendor's acceptance purports to make acceptance conditional on acceptance of inconsistent, additional or different terms; (ii) when acknowledged by Vendor in writing; or (iii) if Vendor makes any shipment or performance in response to or in anticipation of a purchase order ("Order").

2. Price; Taxes; Payment Terms. The quantity and description of any Product will be set forth in the WWT purchase order to Vendor("Order"). WWT makes no representations regarding the number of Orders to be placed or volume of Products to be purchased, beyond what is specified in the applicable Order. Vendor shall submit invoices in a form acceptable to WWT, utilizing Coupa (instructions provided upon onboarding completion), with the correct WWT Order number on such invoice. Payment terms are net sixty (60) days from the date of WWT's receipt in Coupa of a correct and undisputed invoice in local currency. Vendor shall invoice WWT for all applicable sales, excise, use, or value added tax. All such taxes shall be separately itemized on each invoice, including a valid Vendor tax ID for any international tax fees, indicating the tax and the charges against which such tax was calculated. Vendor shall be solely responsible for any and all taxes, levies, customs, or duties payable with respect to Vendor's net income or property.

3. Warranty. Vendor represents and warrants that: (i) the Product conforms to the end user license agreement ("EULA"); (ii) the Product does not and will not infringe upon, violate or misappropriate any intellectual property rights of any third party; and is free and clear of all liens, claims or encumbrances; (iv) it will comply with all applicable laws, rules or regulations (including, but not limited to all applicable import/export laws, applicable privacy laws export/import laws, anti-corruption and anti-bribery laws, and human trafficking and slavery laws).

4. Shipment and Delivery; Acceptance. Unless otherwise set forth in the Order, Products with physical shipments are made FCA Destination (Incoterms 2020), and title and risk of loss of damage and responsibility shall pass from Vendor to WWT at Vendor's designated loading. All shipments and deliveries of Product must be in accordance with the quantities and schedules stated in the Order. Substitutes will not be accepted without written approval from WWT. Time is of the essence. Vendor will promptly notify WWT of any known or anticipated delay or failure to meet any requirements of the Order. All Products are subject to inspection and acceptance.

5. Confidentiality. Confidential Information shall mean any information in whatever form, and however delivered or communicated, including, without limitation, all code, documentation, product plans, trade secrets, business plans, customer lists, know-how, and all other information of whatever nature related to or incorporated into the business of a Party or other business entity which is an Affiliate of a Party and which is reasonably understood to be of a confidential nature. Confidential Information includes information of others that a Party has agreed to keep confidential or that is conceived, compiled, developed, discovered, or received by or made available by a Party to the other Party ("Receiving Party") in any manner. Confidential Information of a Party shall not include information or material that (i) is otherwise rightfully known to the Receiving Party; (ii) is released by a Party to any other person, firm or entity without restriction; (iii) is generally known or easily ascertainable by non-parties of ordinary skill in computer design, computer application software consulting and programming; (iv) is in the public domain through no fault of the Receiving Party; (v) lawfully obtained by the Receiving Party from a third party; or (vi) a Receiving Party is required to disclose by legal process, provided the other Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Nothing contained in this Section 5 shall be construed to allow a Party to reverse engineer or decompile the other Party's Confidential Information. For a period of five (5) years from the receipt of any information deemed Confidential Information hereunder, each Party hereto shall take all steps that are necessary or reasonable to safeguard the secrecy and confidentiality of, and proprietary rights to, the Confidential Information disclosed or provided by another Party, and shall not disclose the foregoing to any third party (other than any employee, agent, director, officer, consultant, affiliate or contractor informed on a "need to know" basis and who has been advised of the confidential nature thereof). Each party shall be responsible for the compliance of such third parties with the restrictions set forth in this Section 5.

6. Insurance. The Vendor will maintain, at the Vendor's expense, the following insurance coverage's with insurers having an AM Best's Rating of at least A-, VII, and all policies shall be written and respond to claims in the USA and in countries and jurisdictions where the Vendor's Products are being sold and the Vendor's policies shall be primary and non-contributory to any policies maintained by WWT:

(a) Professional Liability including Network Security & Privacy Liability Insurance including but not limited to coverage for any act, error and omission relating to the manufacturing, services or design with minimum limits of $2,000,000 for non-security Products and minimum limits of $5,000,000 for Security Products which is defined as products designed to protect an organization's information technology (IT) assets from cyber threats, unauthorized access, and data breaches.

(b) Intellectual Property Insurance covering (WWT or Vendor) for any IP claims or infringement allegations for patent, trademark, copyright, etc., and such coverage shall include but not be limited to covering litigation costs, damages, indemnity obligations assumed under this agreement, etc., with minimum limits of $5,000,000.

If any of the above coverage's are written on a claims made policy form, the Vendor shall provide a policy retroactive date at commencement of this Agreement and shall remain in effect for at least three (3) years beyond termination of these Terms through a continuous renewal of the same policy or purchasing of an extended discovery and reporting period policy to include the beginning date of this Agreement and three (3) years after termination of these Terms. Upon request, the Vendor shall provide WWT with Certificates of Insurance evidencing this coverage. The insurance required under these Terms does not represent that coverage and limits will necessarily be adequate to protect the Vendor, nor shall it be deemed as a limitation of the Vendor's liability to WWT or its Customers.

7. Indemnity. Vendor shall indemnify, defend, and hold harmless WWT and its customers, directors, officers, employees, representatives, successors and assigns from against any and actions, demands, allegations, claims, liability, investigations, suits, loss or expense, including, without limitation, reasonable attorneys' fees and cost of litigation ("Claims"), arising out of or related to: (i) the actual or alleged infringement, violation, or misappropriation of a third party's intellectual property rights by Vendor or the Products; or (iii) Vendor's negligence or willful misconduct. Should the Product become, or in the opinion of Vendor be likely to become, the subject of a such a claim, Vendor may, at its reasonable option: (a) procure for Customers the right to continue to use the Product(s) and/or Services; (b) replace or modify, in whole or in part, the Product(s) to make it non-infringing and substantially comparable in functionality; or (c) require the return of the Product(s) and promptly refund to WWT any fees paid by WWT which are reasonably attributable to such Product(s).

8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSSES, DAMAGE OR EXPENSES OF ANY KIND, OR FOR BUSINESS INTERRUPTION, LOST OR CORRUPTED DATA, LOST REVENUE, LOST PROFITS, LOST SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE, OR EVEN IF SAME WERE REASONABLY FORESEEABLE.

9. Term; Termination.

(a) These Terms will begin on the Effective Date and continue for one (1) year (the "Initial Term"). Thereafter, these Terms shall automatically renew for additional periods of one (1) year (each, a "Renewal Term", together with the Initial Term, the "Term"), for so long as WWT continues to order (or renew orders for) the Product(s).

(b) These Terms may be terminated at any time by either party upon: (i) at least thirty (30) days' written notice to the other party for any or no reason; (ii) written notice if the other party breaches any material term of this Agreement and such breach remains uncorrected for fifteen (15) business days following written notice from the other party; or (iii) upon written notice in the event that the other party is adjudged bankrupt, or a receiver is appointed on account of its insolvency.

(c) Termination shall not relieve Vendor of its obligation to fulfil any accepted orders still outstanding as of the date of termination, and WWT shall pay for such orders in accordance with the payment provisions of these Terms.

10. Independent Contractor. Vendor represents and warrants that it is an independent contractor and not an employee, agent, joint venture or representative of WWT. Nothing in these Terms will be construed as creating an employer-employee or a principal-agent relationship. Vendor has no authority to bind or otherwise obligate WWT in any manner.

11. Notices. All notices required or permitted under these Terms shall be deemed duly given (a) when delivered by hand or confirmed e-mail transmission; (b) one (1) day after delivery by overnight delivery, or (c) three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid. In each case, notice must be sent to the address for the other Party noted on the order, or to such other address and/or facsimile number as either Party shall furnish to the other in writing in accordance with this Section 11.

12. Miscellaneous. The validity, performance, and all other matters relating to the interpretation and effect of these Terms shall be governed by the laws of the State of New York, USA without regard to its conflict of law principles. The United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) shall not apply to these Terms or any transactions relating thereto. Vendor may not assign any of its rights or delegate any of its responsibilities under these Terms (by operation of law or otherwise) without the written consent of WWT and any purported attempt to do so will be null and void. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. Neither party's failure to exercise any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights. These Terms constitute the complete agreement between the parties and may not be altered or modified except in writing, duly executed by an authorized representative of WWT. WWT objects to any inconsistent, additional or different terms in any prior or subsequent invoice, acknowledgment, confirmation or other document. Trade custom, trade usage and past performance are superseded by these Terms and may not be used to interpret these Terms. If any provision of the Terms becomes void or unenforceable by law, the remaining provisions are still valid and enforceable.

Attachment 1

Government Contract-Related Terms and Conditions

1. Applicability. When World Wide Technology, LLC or one of its affiliates ("WWT") purchases Products or Services from your company ("Company") (i) in support of—either directly or as a subcontractor—a contract with any department, agency, division, or office of the federal government of the United States (a "Federal Contract") or (ii) in support of—either directly or as a subcontractor—a contract with any department, agency, division, or office of any state government or non-federal political division of the United States (a "State Entity Contract", together with Federal Contracts, "Government Contracts"), relevant portions of these Government Contract-Related Terms and Conditions (hereinafter, "Government Terms") apply.

2. Federal Contract Flow Downs. When a purchase is being made to support a Federal Contract, the following apply in such manner as is necessary to reflect the position of Company as a subcontractor/supplier to WWT and to enable WWT to meet its obligations. All applicable clauses and provisions of the Federal Acquisition Regulation ("FAR") and supplements, thereof (e.g., the Defense Federal Acquisition Regulation Supplement ("DFARS"), the General Services Acquisition Regulation Supplement ("GSARS")), referenced in these Government Terms are hereby incorporated by reference.

Company represents and warrants that it has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov and that each of the Products and Services purchased by WWT is a "Commercial Product" or "Commercial Service" as defined in FAR 2.101, Definitions.
Terms used in this paragraph have the meanings given them in FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment, and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Unless advised otherwise by Company, WWT has represented that Company is not providing covered telecommunications equipment or services hereunder; Company shall immediately inform WWT if Company has reason to suspect such representation is inaccurate. Company is prohibited from providing and represents that it will not provide any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system unless an exception at paragraph (c) of FAR 52.204-25, applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104, Waivers. In the event Company identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance hereunder, Company shall comply with the reporting requirements in FAR 52.204-25(d). Company shall insert the substance of FAR 52.204-25, including FAR 52.204-25(e) in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products and/or commercial services.
The rights and obligations set forth (and, when applicable, as specially tailored in the underlying Federal Contract and/or prime contract in support, thereof) in subsections (a), Inspection/Acceptance, (e), Definitions, (h), Patent Indemnity, (j), Risk of Loss, (k), Taxes, (l), Termination for the Government's Convenience, (m), Termination for Cause, (n), Title, (o), Warranty, (q), Other Compliances, (r), Compliance with Laws Unique to Government Contracts, and (u), Unauthorized Obligations, of FAR 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services, shall apply, except that "Contractor" shall mean "Company" and "Government" shall mean "WWT", provided, however, that, with respect to FAR 52.212-4(u)(1), "Government" shall mean "Government and/or WWT, as applicable".
Where the Federal Contact contains FAR 52.227-15, Representation of Limited Rights Data and Restricted Computer Software, Company shall complete the representation included in such clause and provide its response to WWT.
Additionally, if and to the extent the following clauses or provisions are included in the underlying Federal Contract and/or the prime contract in support, thereof, such clauses and/or provisions apply as though Company is the "Contractor", "Offeror" and/or "subcontractor", as the case may be. Full text of these clauses and provisions may be provided upon request, and they are also available via the internet. WWT may flow down additional terms and conditions included in the underlying Federal Contract and/or prime contract in support, thereof, as necessary to reflect the position of Company as a subcontractor/supplier to WWT and to enable WWT to meet its obligations.
FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (additionally, when a sale is in support of a DOJ award, Company represents and warrants that it will distribute the "Whistleblower Information for Employees of DOJ Contractors, Subcontractors, Grantees, or Sub-Grantees or Personal Services Contractors" document found at https://oig.justice.gov/sites/default/files/2020-04/NDAA-brochure.pdf as required by the DOJ clause WHISTLEBLOWER INFORMATION DISTRIBUTION)
FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities, as required by any purchase order hereunder
FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment
FAR 52.204-27 Prohibition on a ByteDance Covered Application
FAR 52.203-13, Contractor Code of Business Ethics and Conduct
FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements
(A) FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition.

(B) Alternate I of 52.204-30

FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services
FAR 52.219-8, Utilization of Small Business Concerns (Jan 2025). (applicable to all subcontracts that offer further subcontracting opportunities, except subcontracts to small business concerns, where the subcontract exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award)
FAR 52.222-21, Prohibition of Segregated Facilities
FAR 52.222-26, Equal Opportunity
FAR 52.222-35, Equal Opportunity for Veterans
FAR 52.222-36, Equal Opportunity for Workers with Disabilities
FAR 52.222-37, Employment Reports on Veterans
FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act
FAR 52.222-41, Service Contract Labor Standards
(A) FAR 52.222-50, Combating Trafficking in Persons

(B) Alternate I of 52.222-50

FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements
FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements
FAR 52.222-54, Employment Eligibility Verification
FAR 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026
FAR 52.222-62, Paid Sick Leave Under Executive Order 13706
(A) FAR 52.224-3, Privacy Training

(B) Alternate I of 52.224-3.

FAR 52.225-26, Contractors Performing Private Security Functions Outside the United States
FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations
FAR 52.227-14, Right in Data—General (applicable when data will be produced, furnished, or acquired under these Terms or an Order, unless excepted by FAR 27.409(b)(1)(i)-(vii))
FAR 52.227-18, Rights in Data—Existing Works (applicable where Company has provided Existing Works as defined in FAR 27.405-2)
FAR 52.227-19, Commercial Computer Software License
FAR 52.232-40, Providing Accelerated Payments to Small Business
FAR 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities
FAR 52.244-6, Subcontracts for Commercial Products and Commercial Services
FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels
DFARS 252.204-7004, DoD Antiterrorism Awareness Training for Contractors (applicable where Company has routine physical access to a Federally controlled facility or military installation)
DFARS 252.204-7009, Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (applicable where Company services support Government activities related to safeguarding covered defense information and cyber incident reporting)
DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting (applicable where Company provides operationally critical support, or where Company's performance will involve covered defense information)
DFARS 252.204-7018, Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services
DFARS 252.204-7020, NIST SP 800-171 DoD Assessment Requirements (applicable unless transaction is solely for the acquisition of COTS items)
DFARS 252.211-7003, Item Unique Identification and Valuation (applicable where Company provides any item subject to a Unique Item Identifier)
DFARS 252.223-7008, Prohibition of Hexavalent Chromium (applicable where Company provides supplies, maintenance and repair services, or construction materials)
DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (applicable where Company provides items containing specialty metals)
DFARS 252.227-7013, Rights in Technical Data-- Other Than Commercial Products and Commercial Services (applicable whenever any technical data for other than commercial products and commercial services , or for commercial products and commercial services developed in any part at Government expense is delivered to the Government)
DFARS 252.227-7015, Technical Data – Commercial Products and Commercial Services (applicable whenever any technical data related to commercial products and commercial services developed in any part at private expense is delivered to the Government)
DFARS 252.227-7019, Validation of Asserted Restrictions – Computer Software
DFARS 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends
DFARS 252.227-7028, Technical Data or Computer Software Previously Delivered to the Government
DFARS 252.227-7037, Validation of Restrictive Markings on Technical Data (applicable whenever Company delivers technical data)
DFARS 252.239-7010, Cloud Computing Services (applicable whenever Company efforts involve or may involve cloud services)
DFARS 252.244-7000, Subcontracts for Commercial Products and Commercial Services (DoD Contracts)
DFARS 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System (applicable whenever Company provides electronic parts or assemblies containing electronic parts)
DFARS 252.246-7008, Sources of Electronic Parts (applicable whenever Company provides electronic parts or assemblies containing electronic parts and Company is not the original equipment manufacturer of such electronic parts or assemblies containing electronic parts)
DFARS 252.247-7023 Transportation of Supplies by Sea (applicable whenever acquisition is at or below the simplified acquisition threshold)

State Entity Contract Flow Downs. Company understands and acknowledges that State Entity Contracts, may contain conditions that WWT is unable to negotiate. To the extent the applicable State Entity Contract contains limitations of liability, indemnification, termination for convenience, changes, information security, technical data and computer software, liquidated damages, warranties, insurance, and compliance with law requirements, Company accepts such additional terms and conditions as binding on Company as though Company is WWT.
Order of Precedence. These Government Terms shall govern in the event of any conflict between these Government Terms and any other contractual documentation between the Parties related to the subject transaction. A conflict shall not be deemed to exist where the requirements and obligations of Company under these Government Terms are lesser or lower than those contained in other relevant contractual documentation between the Parties.