Terms of Service

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

If your purchase order is issued by Wave Optics Limited or any other Snap Affiliate outside of the U.S. or Canada, other than 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 16 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.”

U.S. and Canada Purchase Order Terms and Conditions

Updated: July 31, 2026

The buyer 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 standalone offer by Buyer to Vendor, and may be changed or revoked at any time by Buyer. This Purchase Order covers only the products, services, and Deliverables (defined below) provided hereunder and will not be a recurring order. Notwithstanding the foregoing, if this Purchase Order is designated on its face as a blanket or standing purchase order, it will cover all products, services, or Deliverables released against it during the period and up to the maximum quantity or value stated on its face, and each such release will be governed by these Purchase Order Terms and Conditions. Any additional or repeat orders for products, services, or Deliverables will be ordered under a separate purchase order, or other mutually signed agreement between the parties. Acceptance of this Purchase Order is expressly limited to the terms and conditions set forth in this Purchase Order. Any terms and conditions communicated by Vendor that add to, modify, or conflict with this Purchase Order, including those contained in any quote, invoice, shrink-wrap, click-wrap, browse-wrap, end-user license agreement, online terms, or similar document or process, are hereby objected to and rejected by Buyer without further notice and shall have no force or effect unless expressly agreed to in a written agreement signed by Buyer’s duly authorized representative.

Vendor may accept this Purchase Order by written acknowledgment, issuance of an invoice, shipping of products, commencement of services, or any other conduct indicating acceptance. Upon such acceptance, Buyer and Vendor shall be bound by 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 the 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, services, or Deliverables, 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 any 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 after Vendor has completed the onboarding process in accordance with the Purchase Orders and Payments requirements and Buyer’s accounts payable team has received a correct and approved invoice. Buyer may set off or deduct from any amounts payable to Vendor under this Purchase Order any amounts owed by Vendor or its Affiliates to Buyer or its Affiliates, whether arising under this Purchase Order or otherwise. Buyer reserves the right not to pay any invoices submitted more than 120 days after the products are delivered or the services are performed.

3. Vendor hereby represents, warrants, and covenants to Buyer as follows: (a) 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, standards, descriptions, assortments, shipping units, case packs, quantities, and other requirements set forth 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) where applicable, are in compliance with RoHS and REACH, each as amended from time to time; (ix) are new, unused, and not refurbished at the time of delivery (unless otherwise explicitly agreed to in the applicable Purchase Order); (x) are 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); and (xi) are delivered with good and marketable title, free and clear of all liens, security interests, encumbrances, and claims of any third party; (b) 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 products, services, and Deliverables 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 by or on behalf of Vendor to Buyer under this Purchase Order (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 products, services, and Deliverables under this Purchase Order; (f) if Vendor is an entity, it is duly organized, validly existing, and in good standing under the laws of the state of its formation; and (g) Vendor has reviewed, complies with, and will continue to comply with Snap’s Supplier Code of Conduct, as amended from time to time (the “Supplier Code”), and will communicate its requirements in writing to, and require compliance by, its employees, suppliers, and subcontractors performing any part of this Purchase Order. 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 the Purchase Order, 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.

Vendor will, upon Buyer’s request, promptly provide information and documentation sufficient to demonstrate its compliance with the Supplier Code, and will permit Buyer or its designee to conduct onsite assessments of any operations providing products or services under this Purchase Order to verify such compliance. Vendor will promptly notify Buyer in writing of any material non-conformance with the Supplier Code and will implement corrective action to remedy it. Notwithstanding any other provision of this Purchase Order, Buyer may terminate this Purchase Order effective upon written notice, with no further obligation to Vendor, if Vendor fails to comply with the Supplier Code.

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, and (c) comply with all applicable Buyer policies if and when Vendor is performing services at Buyer’s facilities. Notwithstanding any inspection, acceptance, use, or payment by Buyer, if any Services or Deliverables fail to conform to the applicable Purchase Order, specifications, acceptance criteria, or warranties under this Agreement, Buyer may, in its sole discretion: (i) require Vendor to promptly correct or reperform the affected Services or correct, repair, or replace the affected Deliverables, in each case at no additional charge; (ii) if Vendor fails to do so promptly, correct, reperform, repair, or replace the affected services or Deliverables itself, or engage a third party to do so, and recover from Vendor the reasonable costs incurred; or (iii) reject the affected Deliverables, terminate the affected Services or the applicable Purchase Order or portion thereof, and receive a refund of all amounts paid for the affected Services and Deliverables. These remedies are cumulative and do not limit any other rights or remedies available to Buyer.

Each Deliverable will be and remain the sole and exclusive property of Buyer upon creation. Vendor hereby irrevocably assigns and transfers to Buyer (and, in the case of copyright, by way of a present assignment of future copyright), with full title guarantee and free and clear of all encumbrances, all right, title, and interest in and to the Deliverables and all intellectual property rights therein, whether now existing or hereafter arising, together with the right to sue for past infringement of such intellectual property rights. For the avoidance of doubt, if Buyer is Snap Inc. or a Snap Affiliate organized in the United States, each Deliverable is intended to be a “work made for hire” within the meaning of the U.S. Copyright Act. To the extent any Deliverable does not qualify as a work made for hire, the foregoing assignment applies. To the maximum extent permitted by Applicable Law, Vendor waives, and otherwise agrees not to assert, and shall cause its personnel and subcontractors to waive or agree not to assert, all moral rights and similar rights in the Deliverables.

Notwithstanding the foregoing, as between the parties, Vendor retains ownership of its methodologies, know-how, proprietary information, materials, software, tools, and other intellectual property that Vendor owns or controls and that Vendor either: (a) developed or acquired before performing the services under this Purchase Order; or (b) developed entirely independently of the services, the creation of the Deliverables, and Buyer’s Confidential Information (“Vendor Property”). Vendor Property excludes: (i) the Deliverables, except for identifiable Vendor Property incorporated into a Deliverable; and (ii) all intellectual property created, conceived, or developed specifically for Buyer in connection with the services or this Purchase Order. For clarity, incorporating Vendor Property into a Deliverable does not transfer ownership of that Vendor Property to Buyer or convert it into a Deliverable.

To the extent Vendor Property is incorporated into, embedded in, or necessary to use, modify, exploit, or otherwise enjoy any Deliverable, Vendor grants Buyer and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, adapt, archive, copy, cache, encode, store, distribute, transmit, synchronize, publicly display, publicly perform, create derivative works from, and otherwise exploit such Vendor Property in connection with the Deliverables for any purpose.

Vendor will, at Buyer’s expense, execute such documents and take such further actions as Buyer may reasonably request to obtain, maintain, protect, or enforce Buyer’s rights under this Section, and will not take or fail to take any action that could prejudice such rights. Vendor further covenants that all personnel performing the services are bound by written agreements that assign to Vendor, or directly to Buyer, all intellectual property rights in the Deliverables to the extent necessary to give full effect to this Section.

Nothing in this Purchase Order requires Buyer to use any Deliverable.

5. Vendor will indemnify, defend, and hold harmless Buyer, its Affiliates (as defined below), and their respective directors, officers, employees, stockholders, agents, and representatives (collectively, the “Buyer Indemnitees”) from and against all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, expenses, fines, penalties, and assessments, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to: (a) any actual or alleged breach by Vendor of its representations, warranties, covenants, or obligations under this Purchase Order or the Purchase Order Terms and Conditions; (b) any actual or alleged violation of Applicable Law, infringement, misappropriation, or other violation of a third party’s intellectual property or other rights, or unfair competition arising from any product, service, or Deliverable provided hereunder; (c) any personal injury or property damage resulting from any act, omission, or negligence of Vendor or its employees, agents, or contractors in performing or failing to perform its obligations hereunder; or (d) any recall, correction, repair, replacement, withdrawal, or other remedial action relating to the products.

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. Vendor will not settle any such claim in any manner without the prior written consent of Buyer, which consent will not be unreasonably withheld. Buyer will notify Vendor in writing of any claim for which it seeks indemnification, provided that any failure or delay in providing such notice will not relieve Vendor of its obligations except to the extent Vendor is materially prejudiced thereby. Vendor will control the defense of any such claim with counsel reasonably acceptable to Buyer, and will not enter into any settlement that imposes any liability or obligation on, requires any admission of fault by, or imposes any injunctive or other equitable relief against any Buyer Indemnitee without Buyer’s prior written consent. If Vendor fails to promptly and diligently assume the defense of any such claim, Buyer may assume the defense at Vendor’s cost and expense, and Vendor will remain liable for all Losses, including Buyer’s reasonable attorneys’ fees and costs. Vendor will promptly notify Buyer in writing in the event that Vendor learns that any product, service, or Deliverable: (a) violates any Applicable Law; (b) has, or is likely to, cause personal injury or property damage; or (c) 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, service, or Deliverable 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, services, and Deliverables 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. Unless otherwise specified in the applicable Purchase Order through an Incoterm (Incoterms® 2020), Vendor shall bear all risk of loss or damage to the products until delivery to the delivery location specified in the applicable Purchase Order. Delivery shall occur upon completion of unloading at such location and shall not constitute acceptance. Buyer shall retain its inspection and rejection rights notwithstanding any transfer of risk, and any products rejected by Buyer shall remain, or immediately revert to, Vendor’s risk and expense.

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 defined below) (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. 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 Buyer’s Marks will not reflect adversely on Buyer or the Buyer’s Marks; (iii) Buyer’s Marks are and will remain the exclusive property of Buyer or its Affiliates; (iv) its use of 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 seek 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 (“Confidential Information”), shall be kept confidential. Vendor shall use Buyer’s Confidential Information solely for the purposes of performing the services under this Purchase Order. These obligations shall not apply to Confidential Information that becomes public through no fault of the recipient, was independently developed by the recipient without use of or reference to the other party’s Confidential Information, or is rightfully received from a third party without any obligation of confidentiality. Vendor will not, without Buyer’s prior written consent, state publicly that it has entered into this Purchase Order with Buyer or that Vendor has furnished or contracted to furnish the products, services, or Deliverables to Buyer. Upon Buyer’s request, Vendor shall promptly return or destroy Buyer’s Confidential Information and certify the same. If the parties have entered into a non-disclosure agreement (“NDA”), then the NDA is hereby incorporated herein by reference. In the event of any conflict between the terms of this Purchase Order and the terms of the NDA, the conflicting terms of the NDA will control.

10. Vendor is not authorized to receive, access, process, store, transmit, or otherwise handle any personal data on behalf of Buyer in connection with this Purchase Order. If Vendor’s performance would require the processing of personal data, Vendor shall promptly notify Buyer and shall not process such data unless and until the parties have entered into any additional agreements required by Buyer.

11. 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, and Buyer will receive full credit for the price of, and freight charges for such rejected products. 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, at its sole discretion, 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.

12. 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. 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 PRODUCTS, SERVICES AND DELIVERABLES ORDERED HEREUNDER.

13. 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 material compliance with this Purchase Order by Vendor or Buyer; or (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. Additionally, Buyer shall have the right at any time, in its sole discretion and without cause, to terminate all or any part of the undelivered or unperformed portion of this Purchase Order, effective upon written notice to Vendor. Upon any expiration or termination of this Purchase Order, whether for cause or without cause, Buyer’s sole payment obligation will be to pay the price stated on the face of the Purchase Order for products that were delivered and accepted, and services that were performed and Deliverables accepted, in conformity with this Purchase Order prior to the effective date of termination.

14. 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.

15. If Vendor utilizes or permits any AI Tools to be incorporated into any Deliverables or used in connection with Vendor’s provision of any services, this Section applies. “AI Tools” means any software, system, model, algorithm, or capability that performs tasks traditionally requiring human intelligence, including without limitation learning, inference, prediction, decision-making, natural language processing, or the generation of text, images, video, audio, code, or other outputs.

a. Vendor will notify Buyer in writing in advance if Vendor intends to use any AI Tools to process, access, or generate from any Buyer Content, or if Vendor intends to use any AI Tools to provide the services or create, generate, or materially modify any Deliverables. Upon Buyer’s request, Vendor will provide details regarding the applicable AI Tools, their provider, the purpose for which they are used, and any subcontractors or third parties involved in connection with them. “Buyer Content” means all inputs and outputs provided by, generated for, or derived from Buyer and shall remain the sole and exclusive property of Buyer.

b. As between the parties, Buyer owns all Buyer Content. Except as expressly authorized in writing by Buyer, Vendor may access and use Buyer Content solely to the extent necessary to provide the services and Deliverables to Buyer, and for no other purpose.

c. Vendor will not, and will not permit any subcontractor or third party to, use any Buyer Content or other Buyer property to train, fine-tune, update, improve, test, validate, benchmark, calibrate, or otherwise develop any AI Tools or other products or services. Vendor will not use any Buyer Content to create or augment any dataset.

d. Vendor may not input, upload, transmit, disclose, or otherwise make available any Buyer Content to any AI Tool except as expressly authorized in writing by Buyer. Vendor will not use any AI Tool that is prohibited by Applicable Laws, provided by a Restricted Party, or otherwise identified by Buyer in writing as prohibited for use in connection with the services or Deliverables. Vendor will comply with the Minimum Security Requirements at all times, whether or not Vendor is processing any Buyer data.

e. Vendor will comply with Applicable Laws in connection with Vendor’s use of AI Tools and Vendor’s provision of the services and Deliverables, including all laws relating to artificial intelligence, privacy, data protection, intellectual property, consumer protection, anti-discrimination, and product safety. Vendor will promptly notify Buyer in writing if any AI Tool used in connection with the services or Deliverables is subject to any heightened legal or regulatory requirement.

f. Vendor's use of any AI Tools does not limit Vendor’s obligations under this Purchase Order. Vendor remains solely responsible for all services and Deliverables, including their accuracy, quality, safety, legality, and compliance with this Purchase Order and Applicable Laws. Vendor represents and warrants that it has all rights, licenses, consents, and authorizations necessary to use the AI Tools and to provide the services, Deliverables, and outputs to Buyer as contemplated herein, and that the services, Deliverables, outputs, and Buyer’s permitted use of them will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party.

g. Without limiting any other notice obligations under the Purchase Order, Vendor will notify Buyer in writing without undue delay, and in any event within twenty-four (24) hours, after becoming aware of any: (i) actual or reasonably-suspected security or privacy incident involving any AI Tool or any Buyer Content; (ii) material malfunction, failure, or safety issue involving any AI Tool that affects or may affect the services, Deliverables, or Buyer Content; or (iii) material change to the AI Tools or third parties used in connection with the services or Deliverables.

h. Vendor will maintain records sufficient to demonstrate compliance with this Section and to identify Vendor’s use of AI Tools in the provision of services, including the AI Tools used, the purpose for which they were used, whether any Buyer Content was processed by them, and any subcontractors or third parties involved in connection with them. If any Deliverable includes AI-generated content or content materially created or modified using AI Tools, Vendor will maintain records sufficient to identify the portions of the Deliverable affected. Upon Buyer’s request, Vendor will promptly provide such records and other information reasonably requested by Buyer.

i. If any Deliverable includes AI-generated or AI-assisted audio, visual, multimedia, text, or source code content, Vendor will disclose that fact to Buyer in writing and, upon Buyer’s request, identify the portions of the Deliverable affected, the extent and portion of AI generation involved, the AI Tools used, and the source materials used to generate such content.

16. 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. Buyer’s consent to any subcontracting will not relieve Vendor of any of its obligations under this Purchase Order, and Vendor will be responsible and liable for the acts and omissions of its subcontractors as if they were Vendor’s own. This Purchase Order constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, unless the parties have entered into a mutually executed written agreement governing the same subject matter, in which case that agreement will control. Any Snap policy, terms, requirements, or other document that is referenced or linked in this Purchase Order, is incorporated into and forms part of this Purchase Order by reference, in each case as amended from time to time, and Vendor is responsible for reviewing and complying with the then-current version. Vendor acknowledges that it has had the opportunity to review each such document. If any linked document is unavailable or its terms are unclear, Vendor will promptly notify Buyer and request a copy, and Vendor’s failure to review any such document will not excuse Vendor’s compliance. In the event of any conflict or inconsistency among the documents comprising this Purchase Order, the following order of precedence will apply, in descending order: (a) any mutually executed written agreement between the parties governing the same subject matter; (b) these Purchase Order Terms and Conditions; and (c) the face of the Purchase Order, including any specifications set forth therein and any release issued against it. No waiver, modification, alteration or amendment of this Purchase Order shall be binding upon Buyer unless in writing and issued or 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 Purchase Order was written in English, and to the extent the translated version of this Purchase Order 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. 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., 3000 31st Street, Santa Monica, CA 90405, Attn: General Counsel. The following Sections or terms will survive expiration or termination of this Purchase Order: 3, 4 as to ownership rights, 5, 8-9, 12, and 14-16 and any provision of this Purchase Order Terms and Conditions that contemplate a continuing obligation.

Rest of World Purchase Order Terms and Conditions

Updated: July 31, 2026

The buyer 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 standalone offer by Buyer to Vendor, and may be changed or revoked at any time by Buyer. This Purchase Order covers only the products, services, and Deliverables (defined below) provided hereunder and will not be a recurring order. Notwithstanding the foregoing, if this Purchase Order is designated on its face as a blanket or standing purchase order, it will cover all products, services, or Deliverables released against it during the period and up to the maximum quantity or value stated on its face, and each such release will be governed by these Purchase Order Terms and Conditions. Any additional or repeat orders for products, services, or Deliverables will be ordered under a separate purchase order, or other mutually signed agreement between the parties. Acceptance of this Purchase Order is expressly limited to the terms and conditions set forth in this Purchase Order. Any terms and conditions communicated by Vendor that add to, modify, or conflict with this Purchase Order, including those contained in any quote, invoice, shrink-wrap, click-wrap, browse-wrap, end-user license agreement, online terms, or similar document or process, are hereby objected to and rejected by Buyer without further notice and shall have no force or effect unless expressly agreed to in a written agreement signed by Buyer’s duly authorized representative.

Vendor may accept this Purchase Order by written acknowledgment, issuance of an invoice, shipping of products, commencement of services, or any other conduct indicating acceptance. Upon such acceptance, Buyer and Vendor shall be bound by 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, services, or Deliverables, 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 any 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 after Vendor has completed the onboarding process in accordance with the Purchase Orders and Payments requirements and Buyer’s accounts payable team has received a correct and approved invoice. Buyer may set off or deduct from any amounts payable to Vendor under this Purchase Order any amounts owed by Vendor or its Affiliates to Buyer or its Affiliates, whether arising under this Purchase Order or otherwise. 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. Buyer reserves the right not to pay any invoices submitted more than 120 days after the products are delivered or the services are performed.

3. Vendor hereby represents, warrants, and covenants to Buyer as follows: (a) 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, standards, descriptions, assortments, shipping units, case packs, quantities, and other requirements set forth 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) where applicable, are in compliance with RoHS and REACH, each as amended from time to time; (ix) are new, unused, and not refurbished at the time of delivery (unless otherwise explicitly agreed to in the applicable Purchase Order); (x) are 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); and (xi) are delivered with good and marketable title, free and clear of all liens, security interests, encumbrances, and claims of any third party; (b) 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 products, services , and Deliverables 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 by or on behalf of Vendor to Buyer under this Purchase Order (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 products, services, and Deliverables under this Purchase Order; (f) if Vendor is an entity, it is duly organized, validly existing and in good standing under the laws of the place of its formation; and (g) Vendor has reviewed, complies with, and will continue to comply with Snap’s Supplier Code of Conduct, as amended from time to time (the “Supplier Code”), and will communicate its requirements in writing to, and require compliance by, its employees, suppliers, and subcontractors performing any part of this Purchase Order. 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 Purchase Order, 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.

Vendor will, upon Buyer’s request, promptly provide information and documentation sufficient to demonstrate its compliance with the Supplier Code, and will permit Buyer or its designee to conduct onsite assessments of any operations providing products or services under this Purchase Order to verify such compliance. Vendor will promptly notify Buyer in writing of any material non-conformance with the Supplier Code and will implement corrective action to remedy it. Notwithstanding any other provision of this Purchase Order, Buyer may terminate this Purchase Order effective upon written notice, with no further obligation to Vendor, if Vendor fails to comply with the Supplier Code.

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, and (c) comply with all applicable Buyer policies if and when Vendor is performing services at Buyer’s facilities. Notwithstanding any inspection, acceptance, use, or payment by Buyer, if any services or Deliverables fail to conform to the applicable Purchase Order, specifications, acceptance criteria, or warranties under this Agreement, Buyer may, in its sole discretion: (i) require Vendor to promptly correct or reperform the affected Services or correct, repair, or replace the affected Deliverables, in each case at no additional charge; (ii) if Vendor fails to do so promptly, correct, reperform, repair, or replace the affected Services or Deliverables itself, or engage a third party to do so, and recover from Vendor the reasonable costs incurred; or (iii) reject the affected Deliverables, terminate the affected Services or the applicable Purchase Order or portion thereof, and receive a refund of all amounts paid for the affected Services and Deliverables. These remedies are cumulative and do not limit any other rights or remedies available to Buyer.

Each Deliverable will be and remain the sole and exclusive property of Buyer upon creation. Vendor hereby irrevocably assigns and transfers 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 such Deliverables. To the maximum extent permitted by applicable Law, Vendor waives, and otherwise agrees not to assert, and shall cause its personnel and subcontractors to waive or agree not to assert, all moral rights and similar rights in the Deliverables.

Notwithstanding the foregoing, as between the parties, Vendor retains ownership of its methodologies, know-how, proprietary information, materials, software, tools, and other intellectual property that Vendor owns or controls and that Vendor either: (a) developed or acquired before performing the services under this Purchase Order; or (b) developed entirely independently of the services, the creation of the Deliverables, and Buyer’s Confidential Information (“Vendor Property”). Vendor Property excludes: (i) the Deliverables, except for identifiable Vendor Property incorporated into a Deliverable; and (ii) all intellectual property created, conceived, or developed specifically for Buyer in connection with the services or this Purchase Order. For clarity, incorporating Vendor Property into a Deliverable does not transfer ownership of that Vendor Property to Buyer or convert it into a Deliverable.

To the extent Vendor Property is incorporated into, embedded in, or necessary to use, modify, exploit, or otherwise enjoy any Deliverable, Vendor grants Buyer and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, adapt, archive, copy, cache, encode, store, distribute, transmit, synchronize, publicly display, publicly perform, create derivative works from, and otherwise exploit such Vendor Property in connection with the Deliverables for any purpose.

Vendor will, at Buyer’s expense, execute such documents and take such further actions as Buyer may reasonably request to obtain, maintain, protect, or enforce Buyer’s rights under this Section, and will not take or fail to take any action that could prejudice such rights. Vendor further covenants that all personnel performing the services are bound by written agreements that assign to Vendor, or directly to Buyer, all intellectual property rights in the Deliverables to the extent necessary to give full effect to this Section.

Nothing in this Purchase Order requires Buyer to use any Deliverable.

5. Vendor will indemnify, defend, and hold harmless Buyer, its Affiliates (as defined below), and their respective directors, officers, employees, stockholders, agents, and representatives (collectively, the “Buyer Indemnitees”) from and against all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, expenses, fines, penalties, and assessments, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to: (a) any actual or alleged breach by Vendor of its representations, warranties, covenants, or obligations under this Purchase Order or the Purchase Order Terms and Conditions; (b) any actual or alleged violation of Applicable Law, infringement, misappropriation, or other violation of a third party’s intellectual property or other rights, or unfair competition arising from any product, service, or Deliverable provided hereunder; (c) any personal injury or property damage resulting from any act, omission, or negligence of Vendor or its employees, agents, or contractors in performing or failing to perform its obligations hereunder; or (d) any recall, correction, repair, replacement, withdrawal, or other remedial action relating to the products. 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. Vendor will not settle any such claim in any manner without the prior written consent of Buyer, which consent will not be unreasonably withheld. Buyer will notify Vendor in writing of any claim for which it seeks indemnification, provided that any failure or delay in providing such notice will not relieve Vendor of its obligations except to the extent Vendor is materially prejudiced thereby. Vendor will control the defense of any such claim with counsel reasonably acceptable to Buyer, and will not enter into any settlement that imposes any liability or obligation on, requires any admission of fault by, or imposes any injunctive or other equitable relief against any Buyer Indemnitee without Buyer’s prior written consent. If Vendor fails to promptly and diligently assume the defense of any such claim, Buyer may assume the defense at Vendor’s cost and expense, and Vendor will remain liable for all Losses, including Buyer’s reasonable legal fees and costs. Vendor will promptly notify Buyer in writing in the event that Vendor learns that any product, service or Deliverable: (a) violates any Applicable Law; (b) has, or is likely to, cause personal injury or property damage; or (c) 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, service, or Deliverable 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), or such other amount of insurance as may be specified for the applicable products, services, and Deliverables in Buyer’s sole discretion. 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. Unless otherwise specified in the applicable Purchase Order through an Incoterm (Incoterms® 2020), Vendor shall bear all risk of loss or damage to the products until delivery to the delivery location specified in the applicable Purchase Order. Delivery shall occur upon completion of unloading at such location and shall not constitute acceptance. Buyer shall retain its inspection and rejection rights notwithstanding any transfer of risk, and any products rejected by Buyer shall remain, or immediately revert to, Vendor’s risk and expense.

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 defined below) (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. 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 Buyer’s Marks will not reflect adversely on Buyer or the Buyer’s Marks; (iii) Buyer’s Marks are and will remain the exclusive property of Buyer or its Affiliates; (iv) its use of 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 seek 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 (“Confidential Information”), shall be kept confidential. Vendor shall use Buyer’s Confidential Information solely for the purposes of performing the services under this Purchase Order. These obligations shall not apply to Confidential Information that becomes public through no fault of the recipient, was independently developed by the recipient without use of or reference to the other party’s Confidential Information, or is rightfully received from a third party without any obligation of confidentiality. Vendor will not, without Buyer’s prior written consent, state publicly that it has entered into this Purchase Order with Buyer or that Vendor has furnished or contracted to furnish the products, services, or Deliverables to Buyer. Upon Buyer’s request, Vendor shall promptly return or destroy Buyer’s Confidential Information and certify the same. If the parties have entered into a non-disclosure agreement (“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 conflicting terms of the NDA will control.

10. Vendor is not authorized to receive, access, process, store, transmit, or otherwise handle any personal data on behalf of Buyer in connection with this Purchase Order. If Vendor’s performance would require the processing of personal data, Vendor shall promptly notify Buyer and shall not process such data unless and until the parties have entered into any additional agreements required by Buyer.

11. 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, and Buyer will receive full credit for the price of, and freight charges for such rejected products. 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, at its sole discretion, 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.

12. 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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, 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 PRODUCTS, SERVICES, AND DELIVERABLES ORDERED HEREUNDER.

Notwithstanding the foregoing, nothing will exclude or in any way limit a party’s liability for fraud, death, or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.

13. 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 material compliance with this Purchase Order by Vendor or Buyer; or (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. Additionally, Buyer shall have the right at any time, in its sole discretion and without cause, to terminate all or any part of the undelivered or unperformed portion of this Purchase Order, effective upon written notice to Vendor. Upon any expiration or termination of this Purchase Order, whether for cause or without cause, Buyer’s sole payment obligation will be to pay the price stated on the face of the Purchase Order for products that were delivered and accepted, and services that were performed and Deliverables accepted, in conformity with this Purchase Order prior to the effective date of termination.

14. Vendor agrees to comply with all applicable economic sanctions, export control, and anti-boycott laws and regulations of the United States, the European Union, the United Kingdom, the United Nations, 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, the economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), EU Council Regulation (EU) 2021/821 on the control of exports of dual-use items, and the UK Export Control Order 2008. 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, the European Union, the United Kingdom, or the United Nations, including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC, the Denied Parties List, Unverified List and Entity List maintained by BIS, the EU Consolidated Sanctions List, the UK Consolidated List of Financial Sanctions Targets, and the UN Consolidated Sanctions List (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.