Governing Terms. In the event that the parties have executed a separate written agreement governing the purchase and sale of the goods or services described herein, the terms of such agreement shall control. The terms and conditions set forth in this Purchase Order shall apply only to the extent that no separate written agreement is in effect between the parties or to the extent that such agreement does not address a particular matter.
Delivery. Vendor shall deliver the goods or services to Broadridge by agreed-upon conveyance no later than the dates specified. All goods are subject to final inspection and acceptance by Broadridge, which inspection shall occur within a reasonable time after receipt of goods. Broadridge shall notify Vendor if any goods delivered are rejected, and at Broadridge’s election and Vendor’s expense, the rejected goods shall be held or Broadridge or returned to Seller. No replacement or correction of nonconforming goods shall be made by Vendor unless agreed to in writing by Broadridge. If Broadridge elects to receive a refund instead of a replacement or correction, Vendor will refund Broadridge the pro-rata amount of the non-conforming goods paid in advance.
Support. Vendor will provide Broadridge with all necessary maintenance and support. Vendor’s target response time for all issues shall be within eight (8) hours of being reported by Broadridge, unless the issue is so severely impacting Broadridge’s use that it cannot reasonably continue to work, for which Vendor’s target response time shall be within one (1) hour of being reported by Broadridge.
Termination. Broadridge may terminate this Purchase Order, with or without cause, by providing reasonable notice to Vendor. In such case, Broadridge’s liability will be limited to payment of the amount due for Services or conforming products provided up through the date of termination. Acceptance of such payment shall constitute a full and complete release and discharge of Broadridge’s obligations.
Confidentiality. Vendor shall safeguard and keep confidential any and all information provided by, or relating to, Broadridge and/or its affiliates obtained in connection with this Purchase Order and shall use such information only for the purposes of carrying out its obligations under this Purchase Order.
Warranties. Vendor represents and warrants that: (i) it is an entity duly incorporated, validly existing and in good standing under the laws of the State of its incorporation; (b) it has full rights and authority to enter into, perform under, and grant the rights to Broadridge set forth in this Purchase Order; and (c) the goods or services made available by Vendor to Broadridge under this Purchase Order will not violate any proprietary rights of any third party (including, without limitation, any third-party confidential relationships, patents, copyrights, trademarks, trade secrets, or other proprietary rights).
Compliance with Laws. Vendor shall comply, at its own expense, with all applicable laws, ordinances, regulations, and codes, including, without limitation, those relating to export control.
Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL BROADRIDGE BE LIABLE TO VENDOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL BROADRIDGE’S LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE TO VENDOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification. Vendor shall indemnify, defend, and hold harmless Broadridge, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, losses, actions, damages, and expenses arising out of or resulting from: (i) breach of Vendor’s obligations under this Purchase Order; (ii) breach of Vendor’s representations and warranties under this Purchase Agreement; (iii) any claim or allegation that a service or product provided under this Purchase Order violates, misappropriates, or infringes upon third party rights; and (iv) any negligence or willful misconduct on behalf of Vendor or its employees.
Marketing and Promotional Activities. Vendor agrees that it will not, without the prior written consent of Broadridge in each instance: (i) use in advertising, publicity, or otherwise the name of Broadridge or any of its affiliates, nor any trade name, trademark, logo, or the like; or (ii) represent, directly or indirectly, that any product or service offered by Vendor has been approved or endorsed by Broadridge or any of its affiliates.
Broadridge Policies. Vendor hereby agrees to comply with the “Broadridge Vendor Policies,” as defined, updated from time to time, and accessible at /_assets/pdf/gated/broadridge-vendor-policies.pdf, by using password: requirements20.
Transition Assistance. In connection with the termination or expiration of this Purchase Order, Vendor shall, upon Broadridge’s request, perform any other services (which services, unless otherwise agreed in writing by the parties, shall be performed on a time-and-materials basis) requested by Broadridge to transition the provision of the terminated or expired, as applicable, Services to Broadridge or another provider (collectively, the “Transition Services”). The Transition Services may include, without limitation, knowledge transfer, documentation of knowledge transfer and assisting Broadridge and/or Broadridge’s clients’ subject matter experts in understanding the performance and operation of the Services. Broadridge may modify the Transition Services upon 7 days’ notice.
Applicable Law. The validity, construction, and performance of this Purchase Order shall be governed by and construed in accordance with the laws of Canada, without giving effect to principles of conflicts of law.
Dispute Resolution. In any action related to this Purchase Order, each Party hereto: (1) hereby irrevocably consents to the exclusive jurisdiction of the courts in New York County in the State of New York; and (2) hereby waives any rights it may have to personal service of summons, complaint, or other process, and agrees that service may be made by registered or certified mail to such Party at the address listed in this Purchase Order. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHTS TO TRIAL BY JURY.
Independent Contractors. Vendor and Broadridge both acknowledge that they are independent contractors. Neither Vendor nor Broadridge shall in any way represent itself as a partner, joint-venturer, agent, employee, or general representative of the other.
Severability. If any provision of this Purchase Order (or portion thereof) is declared entirely void or unenforceable, such provision (or portion thereof) shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.
AI Functionality. Vendor shall not use, incorporate, or combine any AI Functionality in or in connection with the Services without first obtaining Broadridge’s prior written consent. If Broadridge consents to the use of AI Functionality by Vendor, Vendor shall not use Broadridge Confidential Information to train, create, enhance, modify, develop, or improve any of its AI Functionality, whether such AI Functionality, and/or any output or services resulting from such AI Functionality, is provided to Broadridge or any third party. As between the Parties, and to the extent permitted by applicable law, Broadridge owns all right, title, and interest (including, without limitation, all Intellectual Property) in and to any output generated by any AI Functionality using Broadridge Confidential Information.