June 6, 2021
Purchase Order Terms for Goods and Services
These terms (the “Terms”) for the purchase of goods and services specified on the face of a purchase order (the "Order") referencing these Terms form the agreement between the party to whom the purchase order is addressed (the "Vendor") and the Snyk entity or Affiliate set forth on the Order (as specified in the Order, “Snyk”) (the Terms together with the Order, the “Agreement”). Each of Snyk or Vendor may be referred to as a “Party” and collectively may be referred to as the “Parties.”
No variation of this Agreement shall be effective unless it is in writing and signed by authorized representatives of the Parties. By entering into the Order, Snyk and Vendor agree to the following:
SCOPE OF AGREEMENT
1.1 Initial Term of Agreement. Unless otherwise stated on the Order, this Agreement is effective on date set forth on the Order (the “Effective Date”) and shall continue in effect for one (1) year thereafter (the “Initial Term”), unless earlier terminated in accordance with the provisions of this Agreement. The Parties hereby agree that after the Initial Term, this Agreement may be renewed for additional one (1) year terms (each a “Renewal Term”) upon written renewal notice from Snyk to Vendor at any time prior to or on the expiration of the Initial Term in Snyk’s sole and absolute discretion. The Initial Term and any Renewal Term shall be referred to herein as the “Term.” In the event that an Order’s term extends beyond the Term of this Agreement, then the terms under this Agreement shall extend as it relates to such Order until such Order terminates.
For purposes of this Agreement, the following terms have the meanings specified or referred to below:
2.1 Affiliate. The term “Affiliate” shall mean any company, corporation or other entity controlled by, in control of or under common control with one of the Parties to the Agreement. For purposes of this definition, “control” means the ownership, legally or beneficially, directly or indirectly, of more than fifty percent (50%) of the voting shares or fifty percent (50%) of the assets of any company or corporation.
2.2 Applicable Law. The term “Applicable Law” shall mean, without limitation, any law, statute, rule, regulation, order, or ordinance of any jurisdiction where any Goods or Services are provided hereunder, as well as the law of any legal jurisdiction, including but not limited to any sovereign country, any state, province or other political subdivision or court thereof, as such are applicable to a Party.
2.3 Confidential Information. The term “Confidential Information” means all confidential information (however recorded, preserved or disclosed) considered to be confidential and proprietary by the Party disclosing information and shall include, but is not limited to, all data, designs, drawings, specifications, and other information in any form whatsoever, revealed or disclosed in any form or manner to a Party by the other Party, including but not limited to information relating to Snyk’s past, present, and future research, development, business activities, proprietary products, materials, services, and other technical information which Vendor may utilize in providing Goods to Snyk, whether the Confidential Information is written, oral, electronic, visual, graphic, photographic, observational, or otherwise.
2.4 Documentation. The term “Documentation” shall refer to both electronic and written materials supporting the terms of a specific transaction.
2.5 Goods. The terms “Good” or “Goods” shall refer to the goods furnished pursuant to this Agreement, any Order pursuant to this Agreement, or as otherwise agreed by the Parties.
2.6 Intellectual Property. The term “Intellectual Property” shall mean all confidential or proprietary information or rights, including inventions, ideas, trade secrets, computer programs, formulae, industrial processes, business plans and strategy, data, materials, know-how, patents, design patents, patent and design applications, registered designs, copyrights, trademarks and all similar results of intellectual effort, whether developed, owned by or licensed to a Party.
2.7 Invoices. The term “Invoices” whether referring to paper or electronic invoices, will refer to authorized submissions of requests for payment that contain the following information, to the extent applicable: this Agreement reference, description of items, quantities, unit prices, description of services, and extended totals. Invoices, including electronic invoices, will contain a separate line item for transaction taxes if applicable.
2.8 Product and Services Warranty. The term “Product and Services Warranty” shall refer to Vendor’s warranties associated with the provision of any Goods or Services hereunder.
2.9 Services. The term “Services” shall mean the services and associated deliverables furnished under this Agreement, whether pursuant to an Order under this Agreement, or as otherwise agreed in writing by the Parties.
2.10 Snyk Trademarks. The term “Snyk Trademarks” shall refer to the mark “SNYK” and any other trademark, logo, or service mark in which Snyk or an Affiliate of Snyk has any rights as either: (a) identified by Snyk or an Affiliate of Snyk in public filings and registrations in the United States and elsewhere throughout the world, whether acquired by purchase, registration, and/or application; or (b) through use in commerce in the United States or elsewhere throughout the world.
2.11 Work. The term “Work” shall mean the Services and any other professional services provided with the deliverables, including the Goods, described in and furnished under this Agreement.
OBLIGATIONS OF THE PARTIES
3.1 Purpose of Agreement. The Parties agree that Snyk or its Affiliates may purchase Goods or Services from Vendor and its Affiliates in accordance with all of the requirements of this Agreement. Such purchases may be effectuated through an Order executed by the Parties referencing this Agreement.
3.2 Master Agreement. All purchases of the Goods or Services described in any Order referencing these Terms are governed by this Agreement as of the Effective Date of this Agreement, except as otherwise agreed by the Parties in a signed writing. Vendor and Snyk object to any and all additions, exceptions or changes to these Terms, whether contained in any printed form of Vendor, Snyk or elsewhere, unless approved by both Parties in writing. Any terms and conditions on Vendor’s internet site, attached to an invoice, and/or contained in a proposal or report, will be null and void and are of no legal effect on the Parties.
3.3 Agreement Supersedes other Agreements among Parties and Affiliates. This Agreement supersedes any and all prior agreements, orders, and any and all prior or contemporaneous agreements, amendments, negotiations or understandings with respect to any Goods or Services identified in any Order issued under this Agreement with respect to the subject matter of this Agreement. Goods or Services referenced or purchased under this Agreement shall be made available to Snyk and its Affiliates at the prices agreed to between the Parties. In the event of a conflict between the Order and these Terms, the Order shall take precedence.
3.4 Changes. Subject to the agreement of both Parties, Snyk may make changes or additions to any specifications, instructions for Work, method of shipment or packing, or place of delivery in an Order or through a change order (“Change Order”). If any such change causes an increase or decrease in the cost of or the time required for supply of the Goods or Services, upon mutual written agreement of the Parties, the Order will be modified accordingly. Any claim by Vendor for an adjustment must be asserted in writing by Vendor to Snyk within thirty (30) days after Vendor’s receipt of notification of the change. SUBSTITUTIONS OR CHANGES IN QUANTITIES OR SPECIFICATIONS BY VENDOR, INCLUDING BUT NOT LIMITED TO CHANGES IN PART OR OTHER NUMBERS, MAY NOT BE MADE WITHOUT SNYK’S PRIOR WRITTEN APPROVAL.
3.5 Orders by Affiliates. Where permitted by Applicable Law, Snyk Affiliates may order Goods or Services under this Agreement from Vendor and/or Vendor’s Affiliates by issuing an Order that references this Agreement. With respect to jurisdictions outside the United States with special legal or tax requirements, the Parties mutually agree to represent and warrant compliance with local Applicable Law in any such Affiliate Addendum. CHARGES FOR ORDERS BY SNYK AFFILIATES WILL BE INVOICED TO AND PAID BY SUCH AFFILIATES.
3.6 Independent Contractor. Vendor is an independent contractor with respect to the Goods or Services supplied hereunder and neither Vendor nor anyone engaged or employed by Vendor shall be deemed for any purpose to be the agent or employee of Snyk in the supply of such Goods or Services. Snyk shall have no direction or control of Vendor or its employees; Snyk being solely interested in the results to be obtained.
3.7 Interpretation of Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted in strict accordance with the terms herein and not strictly for or against any Party.
3.8 Publication of Agreement. Except for the rights expressly enumerated herein, this Agreement does not grant, and shall not be construed as granting, any rights to Vendor to use any Snyk name or mark or for Snyk to use Vendor’s name or mark. For clarity, Vendor is not granted any right to use Snyk’s name in connection with any proposals to third parties, disclose the existence or content of this Agreement (except as may be required by applicable law or regulation), or make any press release or any other public announcement regarding this Agreement absent the express prior written consent of Snyk.
3.9 Payment. Snyk shall pay to Vendor all undisputed amounts due on Invoices pursuant to the payment terms set forth in this Agreement or any Order issued hereunder. Unless otherwise agreed, payment to Vendor shall be made only in the country where the Services were provided or where the Goods were shipped.
3.10 Payment Term. All payments will be made within sixty (60) days from receipt of invoice.
3.11 Pricing. Pricing shall be calculated in the manner agreed to by the Parties stated on each Order and Invoice. Under no circumstances may the Vendor impose any additional amount (“gross up”) upon the fee for any taxes, fees, licenses or other charges.
3.12 Withholding. Snyk shall have the right to withhold any amounts that are the subject of a good faith dispute due on an Invoice until the dispute is resolved by the Parties without incurring any penalty and without cancelling this contract or any individual Order.
3.13 Taxes. Each Party is responsible for all taxes legally imposed upon its business, including but not limited to taxes imposed upon its income, its personnel or its property. Where legally permitted and as required by Applicable Law, Vendor is responsible for the collection and reporting of applicable transaction taxes such as sales, use, value added or similar taxes.
3.14 Time of Performance. Vendor acknowledges that the time periods for delivery specified in any Order are critical to Snyk and that time is of the essence in performance of this Agreement for the avoidance of substantial loss to Snyk. Vendor’s failure to meet any delivery date or delivery schedule for any reason other than Force Majeure or Vendor delay without Vendor’s prior written consent shall constitute a material breach of this Agreement or default hereunder.
3.15 Inspection and Acceptance. Work delivered hereunder will be subject to final inspection and acceptance by Snyk at the designated destination notwithstanding prior payment or inspection at Vendor’s facility. Acceptance of any Goods will not alter or affect the Vendor’s Products and Services Warranties herein. If the Goods received do not conform to those ordered or if more than the quantity ordered is shipped, Snyk may, at its option: (a) hold rejected Goods for Vendor’s instructions and at Snyk’s risk; (b) return them to Vendor at Vendor’s expense and require their correction; or (c) request an equitable price reduction for acceptance of non-conforming Goods. Snyk shall inspect the Goods within thirty (30) days of receipt at Snyk’s designated destination or within such time as may be specified in the applicable Order. If Snyk fails to inspect and approve the Goods within such thirty (30) day period or within such time as may be specified in the applicable Order, the Goods shall be deemed to have been accepted as of the thirtieth day after receipt at Snyk’s designated destination.
3.16 Product and Service Warranties.
3.16.1 With respect to Goods furnished under this Agreement, Vendor warrants that the Goods will: (a) strictly conform to the drawings, revision number, specifications, and sample (if any), and other requirements referred to herein or provided by Snyk to Vendor; (b) be of good quality and conform to any Vendor published information regarding such Good; (c) conform with all Applicable Laws; and (d) be free from defects in materials, performance, operation and workmanship for one hundred twenty (120) days from date of acceptance by Snyk pursuant to the clause related to inspection and acceptance herein, or any other period as agreed by the Parties.
3.16.2 With respect to Services provided under this Agreement, Vendor warrants and agrees that: (a) Vendor’s work product will meet all quality and performance standards set forth in writing by Snyk and will strictly comply with all performance obligations and deadlines contained therein, and at a minimum, in a professional and workmanlike manner; (b) Vendor’s facilities, equipment, personnel, methods, operations and procedures are suitable for performance of the Services to be provided; and (c) Vendor possesses all necessary expertise to perform the Services in compliance with all applicable specifications, standards and other requirements of this Agreement, and any Order, or required by Applicable Law.
3.16.3 At Snyk’s request, Vendor will correct any defects or deficiencies in its Work as soon as possible at no additional charge, and those corrections will be subject to acceptance or rejection by Snyk. Any such Product and Services Warranty Work will be performed in a workmanlike manner in accordance with: (a) any specifications provided by Snyk; (b) any Snyk site requirements communicated to Vendor; (c) generally accepted industry practices applicable to the Services; (d) all Applicable Laws; and (e) this Agreement. The Work provided under the Products and Services Warranty shall be warranted for a period of one hundred twenty (120) days from the date of acceptance by Snyk. The foregoing shall be Snyk’s exclusive remedy for a breach of the express warranties contained in this Article 3.16. VENDOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE AT LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY.
3.17.1 Vendors shall maintain, and shall cause its agents and subcontractors (if any) providing Goods or Services hereunder to maintain, books, records, and documents, to ensure accurate billing of any charges incurred as well as the quality of the Goods or Services provided under this Agreement. Such records shall be retained for one (1) year after the expiration or termination of this Agreement. Records involving matters in litigation related to this Agreement shall be kept for one (1) year following the termination of litigation, including all appeals.
3.17.2 All such records shall be subject at reasonable times and upon reasonable prior notice, to examination, inspection, or audit by personnel authorized by Snyk and/or any third party auditor designated by Snyk. Except in the event of a good faith dispute between the Parties, such audits shall occur no more than twice per year, upon prior written request. Vendor shall provide Snyk with the requested documents or provide adequate and appropriate workspace at Vendor’s facility in order to conduct such audits. During the one (1) year period after expiration or termination of the Agreement or one (1) year following litigation, delivery of and access to these items will be at no cost to Snyk. In the event any such audit indicates inaccuracies, overbilling, or other violation of this Agreement, and any or all of such inaccuracies, overbilling, or other violation of this Agreement result in a cost to Snyk, in addition to Snyk’s rights to recovery of such costs, Vendor shall be responsible for the reasonable costs associated with such audit.
3.18 Title, Shipment, and Risk of Loss.
3.18.1 Title shall pass to Snyk, upon delivery and acceptance by Snyk. Vendor warrants clear title to the Work, free from any and all liens or other encumbrances from when the Work is delivered.
3.18.2 At its expense and risk, Vendor is responsible for properly packing Goods, if any, for transportation and safely and correctly stowing the Goods for transport at the Vendor’s premises. Risk of loss will transfer to Snyk upon arrival at Snyk’s designated premises.
3.19 Insurance Requirements. Vendor agrees to provide and maintain adequate insurance with a reputable carrier for the term of this Agreement.
COMPLIANCE AND RISK ALLOCATION
4.1 Force Majeure. In the event that either Party is prevented by Force Majeure from performing any of its obligations under this Agreement, or any Order issued hereunder, the obligations which the Party is prevented from performing shall be suspended so long as the provisions of this Article 4.1 are met. Force Majeure shall mean any act or force where such occurrence could not reasonably have been foreseen and shall include without limitation, hostilities, act of terrorism, maritime border or boundary dispute, civil commotion, strike, 3rd party labor disturbances, lock out or injunction, epidemic, quarantine, accident, fire, lightning, flood, wind storm, earthquake, explosion, blockade or embargo, or lack of or failure of transportation facilities. Notwithstanding the foregoing, neither mechanical nor electronic difficulties, unless such mechanical or electrical difficulties result from a Force Majeure event, shall be considered Force Majeure. The Party which is prevented from performing its obligations by Force Majeure shall advise the other Party as soon as reasonably practicable of its inability to meet its obligations under the Agreement, specifying the Force Majeure and the estimated extent to which the Force Majeure event or conditions will impact performance. The Party claiming a Force Majeure event or condition shall act diligently to remove or remedy such condition. In the event that any Force Majeure causes a delay of more than thirty (30) days in filling an Order, the Party not experiencing the Force Majeure event may terminate the applicable Order upon written notice.
4.2 Compliance with Applicable Law. Each Party represents and warrants that in conjunction with its performance under this Agreement, such Party will comply with all Applicable Law.
4.3 Anti-bribery and Corruption. Vendor will (a) not violate the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other applicable anti-bribery and corruption laws, and specifically will not offer, promise, give, request, agree to receive, or accept anything of value or any benefit in kind made with the intent to induce improper performance (or take any such actions knowing or believing that the action itself would constitute improper performance); (b) be able to show it has implemented reasonable controls to prevent third parties contracted in relation to Snyk from engaging in bribery or corruption, including controls around activity that may involve government officials; and (c) promptly report in writing to Snyk if Vendor becomes aware of any violations of the above.
4.4 Supplier Code of Conduct. Vendor shall comply with Snyk’s Supplier Code of Conduct available at https://snyk.io/procurement/supplier-code-of-conduct/, which may be updated by Snyk from time to time.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 Confidentiality of Agreement and Purchase and Sale Information. Neither Party shall not disclose any data, content or Confidential Information of the other Party received in the performance of this Agreement.
5.2 Confidentiality of the Confidential Information. A Party’s Confidential Information that is disclosed or provided by such Party to the other Party, and all Confidential Information produced or created under this Agreement will be held in strict confidence by such Party and may be used by such Party solely for the purposes of this Agreement. Furthermore, no such Confidential Information will be disclosed to any third party without the prior written consent of the other Party and may be disclosed within a Party’s organization only on a need-to-know basis.
5.3 Disposition of Confidential Information. Within thirty (30) days after the termination of this Agreement or upon the request of a Party at any other time, the other Party will immediately return to the disclosing Party any Confidential Information provided to, or produced or created in connection with this Agreement. A Party may, upon obtaining prior written approval from disclosing Party, satisfy this requirement by providing a written certification of destruction of such Confidential Information.
5.4 Exclusions. The foregoing obligations with respect to Confidential Information shall not apply to any Confidential Information obtained by a Party in connection with this Agreement which: (a) is publicly known or becomes publicly known through no fault of or disclosure by receiving Party; (b) is given to a Party by someone other than the other Party as a matter of right and without restriction of disclosure; (c) was known to the Party prior to receiving the Confidential Information from the other Party; (d) is developed by Party without use or reference to the disclosing Party’s Confidential Information; or (e) is legally compelled to be disclosed. Notwithstanding the foregoing, if a Party receives a subpoena, order, notice, process or other legal process seeking disclosure of the other Party’s Confidential Information, such Party shall promptly notify the other Party, if legally permissible, in order to allow the other Party the opportunity to oppose the order, or seek a protective order. If requested by the disclosing Party, the receiving Party shall cooperate fully with the disclosing Party in contesting such disclosure, at disclosing Party’s expense. Except as such demand shall have been timely limited, quashed or extended, receiving Party may thereafter comply with such demand, but only to the extent required by law.
5.5 No Right to Use the Snyk Trademarks. Vendor shall not use any Snyk Trademarks, including the name “Snyk,” in any publication or public presentation without the prior written consent of Snyk that is provided through a separate Trademark Licensing Agreement, which will be incorporated as part of this Agreement.
5.6 Use Rights to Intellectual Property. Except for any limited use rights expressly enumerated herein, this Agreement does not grant, and shall not be construed as granting, either Party a license or any rights under any of the other Party’s patent, trademark, copyright, or trade secret rights beyond that necessary for the purposes of this Agreement, or the granting of any right to use the other Party’s name in connection with any proposals to third parties.
5.7 Patents, Copyrights, Trademarks and Trade Secrets; Non-Infringement Warranty. Vendor warrants, represents and covenants that the Goods or Services provided to Snyk under this Agreement: (a) do not infringe directly or indirectly any patent, copyright, trademark, or other Intellectual Property interest of a third party; and (b) do not unlawfully include or use any trade secrets or other Intellectual Property of a third party. In relation to the provision of Goods or Services by Vendor under this Agreement, Vendor agrees to release, defend, and indemnify Snyk and hold Snyk harmless from and against any and all actions, claims, costs (including attorney fees and court costs), expenses, fines, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, or trademark infringement, or any improper use or misappropriation of confidential information or other Intellectual Property. Except as provided in the foregoing, if the provision or use of any Goods or Services, or any part thereof, provided by Vendor to Snyk under this Agreement is held to constitute an infringement or unlawful use of any Intellectual Property, and the use or sale of the Goods or Services or any part thereof is enjoined, Vendor will, at its own expense and as Snyk’s sole and exclusive remedy for any damage or loss in connection therewith, either procure for Snyk the right to continue utilizing the Goods or Services, replace the infringing Goods or Services with a non-infringing product or process that is acceptable to Vendor, modify the Goods or Services so that the Goods or Services are no longer infringing, or, in the event the foregoing options are not possible, compensate Snyk for all of Snyk’s expenses resulting from the infringement. For purposes of this article, any provision of this Agreement excluding liability for consequential or other incidental damages or limiting Vendor’s liability in any way shall not apply.
PRIVACY AND DATA PROTECTION
6.1 In the event that personal data or personally identifiable information is processed under this Agreement, as such are defined by applicable privacy law, each party represents and warrants that such processing shall comply with all Applicable Law and in compliance with the Data Processing Amendment, if applicable, entered into by and between the Parties.
LIMITATION OF LIABILITY
7.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, BREACHES OF PRIVACY AND DATA PROTECTION, A PARTY’S INDEMNIFICATION OBLIGATIONS, AND PERSONAL INJURY OR PROPERTY DAMAGE, UNDER NO CIRCUMSTANCES WILL SNYK OR ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS AND AGENTS OF EACH OF THE FOREGOING (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE TO VENDOR UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SNYK WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF SNYK AND THE REPRESENTATIVES WILL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE EXTENT PERMITTED BY LAW.
7.2 EXCEPT FOR BREACHES OF CONFIDENTIALITY, BREACHES OF PRIVACY AND DATA PROTECTION, A PARTY’S INDEMNIFICATION OBLIGATIONS, AND PERSONAL INJURY OR PROPERTY DAMAGE, AND WITHOUT LIMITING ANY OF THE FOREGOING, SNYK’S TOTAL LIABILITY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY SNYK TO VENDOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8.1 Termination of Agreement for Convenience. The Parties agree that Snyk has the right to cancel any Order, or any part thereof for convenience, without cause or for any reason whatsoever upon thirty (30) days’ written notice. In the event of such cancellation or termination for convenience, Vendor shall be entitled to payment for the Goods satisfactorily provided or shipped prior to the date of the cancellation, less any money previously paid to Vendor. Upon tendering payment, Snyk shall have the right to take possession of any materials or Goods whose purchase price was paid by Snyk. Vendor will not be entitled to any lost profit, lost revenue, lost business opportunity, logistics or transportation expense or any incidental, indirect, economic, consequential or other damages because of cancellation or termination for convenience.
8.2 Default and Termination for Cause. In the event of a Party’s: (a) breach of this Agreement or default under any provision of this Agreement and failure to cure such breach or default within thirty (30) days’ after notice from the other Party; or (b) bankruptcy, reorganization, receivership, insolvency, or making an assignment for the benefit of creditors; the other Party has the right, in addition to any rights or remedies it may have in law, in equity, or under this Agreement, to immediately cancel this Agreement for cause by written notice to the such Party.
8.3 Choice of Law. Unless otherwise stated on the Order, this Agreement shall be governed by the laws of England and Wales without regard to the United Nations Convention on the International Sale of Goods or other international treaty, rule or accord, and exclusive of conflict of laws principles.
8.4 Jurisdiction and Venue Selection. The Parties agree that venue for any judicial proceeding will be proper in London, United Kingdom. The Parties hereby irrevocably submit to the applicable exclusive jurisdiction of courts located in the above for the resolution of any claim under this Agreement, and each Party agrees not to assert any defense to any suit, action or proceeding initiated by the other within such jurisdiction based upon improper venue or inconvenient forum.
9.1 Assignment and Subcontracting. Vendor will not sell, assign, or transfer all or any part of this Agreement, or subcontract all or any part of Vendor’s obligations hereunder, without the prior written consent of Snyk. Vendor warrants and represents that any subcontractor shall comply with all Applicable Laws and shall be liable for such subcontractor’s acts and omissions under this Agreement.
9.2 Surviving Clauses. The provisions of this Agreement relating to Audit, Intellectual Property, Products and Services Warranty, Warranty Remedies, Compliance with Laws, Indemnity, Limitation of Liability, and Confidentiality will survive termination or expiration of this Agreement.
9.3 Notice. All notices provided or permitted under this Agreement must be in writing and may be served by: (a) mail, addressed to the Party to be notified, postage prepaid, and registered or certified with return receipt requested; (b) delivering the same in person to such Party; (c) prepaid overnight courier; or (d) electronic mail. Any such notice shall be conclusively deemed delivered when delivery is indicated on the receipt or other indicia of delivery by the email, private messenger service, overnight courier service or mail (in the case of delivery by certified mail, return receipt requested) or when the intended recipient of any such notice refuses any such notice as indicated on the receipt or other indicia of delivery by email, private messenger service, overnight courier service or the mail. For purposes of notice, the address of Snyk shall be follows:
Attn: General Counsel
Highlands House, Basingstoke Road,
Spencers Wood, Reading, Berkshire, RG7 1NT
With a copy to: Legal@snyk.io
9.4 Entire Agreement. This Agreement shall constitute the entire Agreement between the Parties with respect to the Goods or Services ordered under this Agreement. Price terms applicable to particular transactions may be determined from the offer and acceptance of individual digital electronic Orders which reference this Agreement and reflect documented pricing terms. No amendment to this Agreement will be effective or binding upon the Parties unless set forth in writing and duly executed by each of the Parties.