1. Entire Agreement 

1.1. This Purchase Order, including any attachments or exhibits hereto, constitutes the entire agreement between Podium Pros Inc. and vendors (“The Seller“) and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written, relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this Purchase Order shall be effective unless in writing and signed by both parties. 

1.2. In the event of any conflict between the terms and conditions (“Terms“) of this Purchase Order and any other documents or agreements referenced herein or relating hereto, the terms and conditions of this Purchase Order shall prevail. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. 

2. Inspection 

2.1. Podium Pros Inc. shall have the right to inspect the goods or services delivered by The Seller under this Purchase Order promptly upon receipt. Podium Pros Inc. may conduct inspections, tests, or audits as it deems necessary to ensure that the goods or services conform to the specifications, quality standards, and other requirements specified in this Purchase Order. 

3. Acceptance 

3.1. Acceptance of the goods or services by Podium Pros Inc. shall occur within five workdays after delivery or completion. If Podium Pros Inc. determines that the goods or services do not conform to the specifications or other requirements of this Purchase Order, Podium Pros Inc. may reject the non-conforming goods or services by providing written notice to The Seller, specifying the reasons for rejection. 

4. Remedial Action 

4.1. In the event of rejection, The Seller shall promptly take corrective action to remedy any defects or non-conformities. Podium Pros Inc. may return the rejected goods to The Seller at The Seller’s expense. The costs of any re-inspection or re-testing required due to non-conformity shall be borne by The Seller. 

5. Final Acceptance 

5.1. Final acceptance of the goods or services shall not occur until Podium Pros Inc. has had a reasonable opportunity to inspect and test the corrected or replacement goods or services and has confirmed their conformity to the specifications and requirements of this Purchase Order. 

6. Payment 

6.1. Podium Pros Inc. will not process the payment until the products delivered are inspected and accepted. 

6.2. All vendors must ensure that invoices issued against this Purchase Order are delivered to the following Podium Pros Inc. Accounts Payable email address: ap@podiumpros.com  

6.3. Podium Pros Inc. will not be held responsible for any delays in payments resulting from invoice delivery failure. 

6.4. Podium Pros Inc. shall not be obligated to make any payment for goods or services that are rejected. Payment, if applicable, will be made only upon successful inspection and acceptance of the conforming goods or services. 

7. Intellectual Property Rights 

7.1. Ownership 

7.1.1. Any intellectual property, including but not limited to patents, trademarks, copyrights, trade secrets, or other proprietary rights, arising from or related to the goods or services provided under this Purchase Order shall be the exclusive property of the party creating or owning such intellectual property. 

7.2. License 

7.2.1. The Seller hereby grants Podium Pros Inc. a non-exclusive, royalty-free license to use any intellectual property necessary for the proper use or operation of the goods or services provided under this Purchase Order. 

7.3. Infringement Indemnity 

7.3.1. The Seller shall indemnify and hold Podium Pros Inc. harmless from and against any claims, damages, or liabilities arising out of any third-party claims alleging infringement of intellectual property rights related to the goods or services provided under this Purchase Order. 

7.4. Cooperation 

7.4.1. The Seller agrees to cooperate with Podium Pros Inc. in the protection and enforcement of any intellectual property rights associated with the goods or services, including providing necessary assistance in legal proceedings. 

7.5. Notification 

7.5.1. The Seller shall promptly notify Podium Pros Inc. of any known or suspected infringement of intellectual property rights related to the goods or services provided under this Purchase Order. 

8. Confidentiality 

8.1. Obligations 

8.1.1. The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure, dissemination, or use of the Confidential Information. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. 

8.2. Exceptions 

8.2.1. The obligations of confidentiality shall not apply to information that is: (a) already known to the Receiving Party at the time of disclosure; (b) publicly available or becomes publicly available other than through a breach of this confidentiality provision; (c) independently developed by the Receiving Party without reference to the Confidential Information; or (d) rightfully obtained from a third party without restriction on disclosure. 

8.3. Permitted Disclosures 

8.3.1. The Receiving Party may disclose Confidential Information to its employees, agents, or contractors who have a need to know the information for the purpose of fulfilling the obligations under this Purchase Order, provided that such individuals are bound by confidentiality obligations at least as restrictive as those set forth herein. 

9. Force Majeure 

9.1. Definition 

9.1.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Purchase Order to the extent such failure or delay is caused by or results from any event beyond the reasonable control of the affected party (hereinafter referred to as a “Force Majeure Event”). 

9.2. Examples of Force Majeure Events 

9.2.1. Force Majeure Events shall include, but not be limited to, acts of God, acts of government, natural disasters, war, terrorism, strikes, lockouts, and other similar events that are beyond the reasonable control of the affected party. 

9.3. Notice 

9.3.1. The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event, the anticipated duration of the delay, and the steps being taken to mitigate the impact of the Force Majeure Event. 

9.4. Mitigation 

9.4.1. The party affected by a Force Majeure Event shall use reasonable efforts to mitigate the impact of the event and resume performance under this Purchase Order as soon as reasonably practicable. 

9.5. Extension of Time 

9.5.1. The time for performance of the affected obligations under this Purchase Order shall be extended for a period equal to the duration of the Force Majeure Event, provided that the party affected by the Force Majeure Event continues to use reasonable efforts to perform its obligations. 

9.6. Termination 

9.6.1. If a Force Majeure Event continues for a period exceeding 30 days, either party may terminate this Purchase Order by providing written notice to the other party, without any liability for such termination. 

10. Termination/Cancellation 

10.1. Termination for Convenience 

10.1.1. Either party may terminate this Purchase Order, in whole or in part, for any reason or no reason, upon written notice to the other party. In the event of such termination, the terminating party shall compensate the other party for goods or services satisfactorily provided up to the date of termination. 

10.2. Termination for Cause 

10.2.1. Either party may terminate this Purchase Order immediately upon written notice to the other party if the other party breaches any material term or condition of this Purchase Order and fails to cure such breach within 30 days of receiving written notice specifying the breach. 

10.3. Effect of Termination 

10.3.1. Upon termination of this Purchase Order, for any reason, the parties shall promptly settle and adjust all outstanding matters between them, and The Seller shall deliver to Podium Pros Inc. all completed and partially completed goods and work in progress related to the terminated portion of the Purchase Order. 

10.4. Cancellation Fees 

10.4.1. In the event of termination by Podium Pros Inc. for convenience, The Seller shall be entitled to reasonable cancellation fees, not exceeding 15% of the total purchase price. 

10.5. Survival 

10.5.1. Termination of this Purchase Order shall not affect the rights and obligations of the parties accrued prior to termination, including any obligations that, by their nature, extend beyond the termination of this Purchase Order. 

11. Dispute Resolution 

11.1. Negotiation 

11.1.1. In the event of any dispute or disagreement arising out of or in connection with this Purchase Order, the parties agree to first attempt to resolve the dispute amicably through good faith negotiations between their respective representatives. 

11.2. Mediation 

11.2.1. If the dispute cannot be resolved through negotiation within 30 days of the initial notice of dispute, the parties agree to submit the dispute to mediation. The mediation shall be conducted by a neutral mediator agreed upon by both parties and, in the absence of agreement, appointed by a mutually agreed-upon mediation service. 

11.3. Arbitration 

11.3.1. If mediation does not result in a resolution within 30 days from its commencement, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the Province of Ontario, Canada. The arbitration shall take place in the Province of Ontario.