Purchase Order Terms and Conditions

TERMS & CONDITIONS FOR PURCHASES

1. Applicability

   The purchase and sale of Goods and/or Services pursuant to a Purchase Order (including any repaired or replacement Goods provided, or any Services reperformed, by Supplier thereunder) are subject to the terms and conditions of a written agreement signed by both New York Road Runners, Inc. (“NYRR”) and Supplier under which NYRR submits a Purchase Order, or, in the absence of such signed agreement, the Terms (as defined in Section 2 below). To the extent there is a conflict between the terms of a written agreement signed by both parties and the Terms, the terms of the written agreement shall govern.

2. Definitions



Term	Definition
"Goods"	The raw materials, equipment, finished goods, parts, components, articles, or other items covered by the Purchase Order, including any Work Product (as defined herein) and other deliverables (if any) delivered in connection with the performance of the Services
"Purchase Order"	The purchase order issued by NYRR to Supplier
"Services"	The services, work, or other performance obligations covered by the Purchase Order
"Supplier"	The individual or entity providing the Goods and/or Services covered by the Purchase Order
"Terms"	These Terms & Conditions for Purchases, which may be amended from time to time



3. Acceptance

   The Purchase Order is an offer by NYRR to purchase Goods and/or Services (as applicable) from Supplier in accordance with and subject to the terms herein and therein. The Purchase Order is not binding on NYRR until it is accepted by Supplier. Supplier will be deemed to have accepted the Purchase Order when it (i) sends NYRR notice of acceptance in writing, (ii) starts to perform the Services in accordance with the terms of the Purchase Order, and/or (iii) delivers any or all of the Goods covered by the Purchase Order, whichever occurs first. NYRR may withdraw the Purchase Order at any time before it is accepted by Supplier. No contract will exist except herein provided.

   Supplier's acceptance is expressly limited to these Terms. Any proposal, statement of work, quote, invoice, acknowledgement or other communication issued by Supplier in connection with, or otherwise incorporated by reference into, the Purchase Order will be for the purposes of describing in greater detail the Goods and/or Services (as applicable) to be provided and/or for record and accounting purposes only, and any terms or conditions set forth in such communication will not apply to the Purchase Order and will not be considered to be Supplier's exceptions to these Terms. Any additional or different terms proposed by Supplier (including, without limitation, any terms contained in any document incorporated by reference into the Purchase Order) are objected to and rejected and will be deemed a material alteration hereof, unless expressly assented to in writing by NYRR. Furthermore, NYRR will not be bound by, any "disclaimers" or "click to approve" terms or conditions now or hereafter contained in any website used by NYRR in connection with the Goods and/or Services (as applicable) or the Purchase Order.

   The Purchase Order, together with any documents incorporated herein and therein by reference, constitutes the sole and entire agreement of the parties with respect to the purchase and sale of the Goods and/or Services (as applicable), and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Purchase Order.

4. Delivery Date

   Supplier will deliver the Goods and/or perform the Services (as applicable) on the date(s) specified in the Purchase Order (the "Delivery Date"). If no delivery date is specified, Supplier will deliver the Goods and/or Services (as applicable) within thirty (30) days of Supplier's receipt of the Purchase Order (which date will be the Delivery Date). Timely delivery of the Goods and/or Services (as applicable) is of the essence. If Supplier fails to deliver the Goods and/or Services (as applicable) in full on the Delivery Date, NYRR may terminate the Purchase Order immediately by providing written notice to Supplier and Supplier will indemnify NYRR; City of New York, its agencies, departments and officials; NYRR sponsors; any owner or lessor of any property upon which Supplier’s services are performed, equipment  is used, or Goods are delivered, including its  respective affiliates, subsidiaries, and their current, future and former officers, directors, employees, volunteers, representatives, agents, customers, successors and assigns of each of the foregoing (collectively, "NYRR Indemnitees"), against any claims, demands, causes of action, losses, damages, direct and indirect costs and expenses or other liability (including costs of product recall), including reasonable attorneys' fees, (collectively, "Losses") directly attributable to Supplier's failure to deliver the Goods and/or Services (as applicable) on the Delivery Date. In addition, NYRR has the right to return any Goods delivered prior to the Delivery Date at Supplier's expense and Supplier will redeliver such Goods on the Delivery Date.

5. Delivery Location; Shipping Terms

   All Goods will be delivered to, and all Services will be performed at, the address specified in the Purchase Order (the "Delivery Location") during NYRR's normal business hours or as otherwise instructed by NYRR.

   Delivery of the Goods (if any) covered by the Purchase Order will be made in accordance with the delivery terms specified in the Purchase Order. If no shipping terms are specified, all deliveries of such Goods will be made to NYRR’s Warehouse at 535 Zerega Avenue, Bronx, New York 10473.

   When Goods are delivered to a carrier for transportation, Supplier will give prompt written notice to NYRR and provide NYRR all documents necessary to release the Goods to NYRR.

   The "PO Number" indicated in the Purchase Order must appear on all applicable shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.

6. Title; Risk of Loss

   Title to the Goods covered by the Purchase Order (if any) passes to NYRR upon delivery of the Goods to the Delivery Location. Delivery of the Goods is not complete until such Goods have actually been received and accepted by NYRR. Supplier bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

7. Packaging

   All Goods covered by the Purchase Order (if any) must be packed for shipment according to NYRR's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Supplier must provide NYRR prior written notice if it requires NYRR to return any packaging materials. Any return of such packaging materials will be made at Supplier's expense.

8. Quantity; Unapproved Substitutions

   The specific quantity of Goods ordered (if any) must be delivered in full and not be changed without NYRR's written consent. If Supplier delivers more or less than the quantity of Goods ordered, NYRR may reject all or any of the Goods. Any such rejected Goods will be returned to Supplier at Supplier's risk and expense. If NYRR does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price (as defined herein) for the Goods will be adjusted on a pro-rata basis.

   Supplier may supply only the Goods (if any) that conform to the specifications set forth in the Purchase Order. NYRR will return to Supplier, at Supplier’s expense, non-conforming Goods regardless of time lapsed between Delivery Date and discovery of non-conformance. Supplier shall issue a refund if payment has already been made by NYRR.

9. No Exclusivity or Minimums

   The Purchase Order is a non-exclusive agreement. NYRR is free to engage others to provide goods or services the same as or similar to the Goods and/or Services (if any) to be provided under the Purchase Order. NYRR is not obligated to any minimum purchase or future purchase obligations under the Purchase Order.

10. Prices; Most Favored Customer

    The price of the Goods and/or Services (as applicable) is the price stated in the Purchase Order (the "Price"). If no Price is specified in the Purchase Order, the Price will be (i) the price set out in Supplier's published price list in force as of the date of the Purchase Order, or (ii) the price last quoted or billed by Supplier at the prevailing market price, whichever is lower.

    Supplier warrants that the Prices for the Goods and/or Services (as applicable) to be provided are not less favorable than those currently extended to any other customer for the same or similar goods and services. In the event Supplier reduces its prices for such goods or services prior to accepting the Purchase Order or during the term of performance of the Purchase Order, Supplier agrees to reduce the Prices charged to NYRR accordingly.

    Supplier warrants that the Prices shown in the Purchase Order are complete and inclusive of all charges including, without limitation, charges for shipping, packaging, labeling, custom duties, taxes, insurance, storage, boxing and crating.

    No additional charges will be added to the Price, nor will any increase in the Price last quoted or charged to NYRR be effective, whether due to increased materials, labor or transportation costs or otherwise, without the prior written consent of NYRR.

11. Payment Terms; Taxes

    Supplier will not issue an invoice to NYRR prior to delivery of the Goods and/or completion of the Services (as applicable) and then only in accordance with these Terms. All invoices and payments hereunder will be denominated in US dollars, unless otherwise required by Law or agreed to by the parties.

    NYRR will pay all properly invoiced amounts due to Supplier in accordance with the payment terms specified in the Purchase Order. If no payment terms are specified, NYRR will pay all properly invoiced amounts due to Supplier within ninety (90) days after NYRR's receipt of such invoice (or within such shorter period of time as required by Law).

    Notwithstanding anything to the contrary contained in this Section, NYRR may withhold from payment any amounts disputed by NYRR in good faith. In the event of a payment dispute, NYRR will deliver a written statement to Supplier listing all disputed items and providing a reasonably detailed description of each disputed item. The parties will seek to resolve all such disputes expeditiously and in good faith. Supplier will continue performing its obligations under the Purchase Order notwithstanding any such dispute.

    Without prejudice to any other right or remedy it may have, NYRR reserves the right to set off or recoup, at any time, any amount owing to it by Supplier against any amount payable by NYRR to Supplier.

    Supplier recognizes that NYRR is a tax exempt entity, and NYRR will provide Supplier with its exemption certificate on request. All invoices of Supplier to NYRR shall exclude taxes that are excludable under NYRR’s tax exempt status.

12. Accidents

    Supplier shall promptly (but in any event, within one (1) business day) report in writing to NYRR and Supplier’s insurers any accident relating to the Services (as applicable) being performed; provided, however, that if any accident shall result in death, serious bodily injury or significant property damage, then Supplier shall immediately report the accident to NYRR by telephone.  Supplier’s report shall include all known details of the circumstances of the accident, including the nature and extent of any personal injuries or property damage, and the names of all witnesses or other persons that may have knowledge of the circumstances.  Supplier shall, at Supplier’s expense, cooperate fully with all investigations by NYRR or NYRR’s insurers.

13. Insurance

    Supplier will be solely responsible for maintaining Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed in the Terms), Automobile Liability and Employer’s Liability Insurance, and Workers’ Compensation Insurance, and other insurance, as is required by the Purchase Order and/or Law or as is the common practice in Supplier's trades or businesses, whichever affords greater coverage. Supplier will provide adequate coverage for any of NYRR's property under the care, custody or control of Supplier. In no event will the foregoing coverage limits affect or limit in any manner Supplier's contractual liability for indemnification under these Terms. Damage to NYRR's premises or NYRR Indemnities’ premises or venues caused by Supplier's personnel, agents, and/or authorized representatives will be repaired to the satisfaction of NYRR at Supplier's expense. Upon request, Supplier will provide NYRR with certificates of insurance or evidence of coverage provided by a carrier, or carriers with an A.M. Best rating of at least A- and stating that New York Road Runners, Inc. and the NYRR Indemnities are Additional Insureds.

14. General Warranties

    With respect to all Goods (if any) to be delivered under the Purchase Order, Supplier warrants to NYRR that such Goods will (i) be merchantable, (ii) free from any defects in workmanship, materials and design, (iii) be manufactured, packaged, labeled, handled, shipped and stored by Supplier or its agent in a good and workman-like manner at quality levels consistent with industry standards and in accordance with all applicable specifications, drawings, designs, samples and other requirements specified by NYRR, (iv) be fit, safe and effective for their intended uses and purposes, and operate as intended, (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any letters patent, trademark or copyright issued or granted or any other intellectual property rights of any third party.

    With respect to all Services (if any) to be performed under the Purchase Order, Supplier warrants to NYRR that (i) Supplier will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in accordance with any and all specifications provided by NYRR, (ii) Supplier will devote adequate resources to meet its obligations under the Purchase Order, and (iii) Supplier's performance of the Services will not infringe or misappropriate any letters patent, trademark or copyright issued or granted or any other intellectual property rights of any third party.

    Supplier further warrants to NYRR that (i) Supplier's acceptance of, or performance under, the Purchase Order does not result in a conflict of interest between Supplier or any third party, (ii) Supplier has the full legal right to provide all Goods and/or Services (as applicable), and that there is no claim, litigation or proceeding pending or to its knowledge threatened against Supplier with respect to such Goods and/or Services, or any component thereof, alleging infringement of any patent or copyright or violation of any trade secret or any other proprietary right of any person, and (iii) Supplier will obtain and maintain all permits, licenses, and consents required in connection with its performance under the Purchase Order.

    All warranties set forth in these Terms will remain in effect for a period of one (1) year from the date of acceptance of the Goods and/or Services (as applicable) by NYRR, and will not be deemed waived by reason of NYRR's receipt, inspection, or acceptance of, or by payment for, the Goods and/or Services (as applicable).

    The warranties expressed in these Terms will be in addition to and construed as consistent and cumulative with each other and with all warranties provided, express or implied, by Law or equity (collectively, the "Warranties"). It is the intent of NYRR and Supplier that if any Warranties are held to be inconsistent, NYRR may, at any time, including in the course of a suit for breach, select which Warranty will be excluded from the Purchase Order.

    All Warranties will run to NYRR, its customers and subsequent owners of the Goods and/or Services (as applicable) to which they relate. There are no exclusions, limitations, or disclaimers of warranty other than those that may be expressly recited in these Terms. All Warranties will be construed liberally in favor of NYRR.

    Notice of breach of warranty may be given orally or in writing; said notice need not include a clear statement of all objections that will be relied upon by NYRR as the basis for breach. All Warranties will be construed as conditions as well as promises.

    Any applicable statute of limitations runs from the date of NYRR's discovery of the noncompliance of the Goods and/or Services (as applicable) with the foregoing warranties.

15. Compliance with Laws

    In performing its obligations under the Purchase Order, Supplier will comply (and will require all of its employees and other agents involved in Supplier's performance under the Purchase Order to comply) with all applicable federal, state, local and foreign laws (including, without limitation, common law), rules, statutes, regulations, ordinances, and other provisions having the full force and effect of law, and orders, policies, judgments or requirements of any governmental or regulatory authority, including, without limitation, those described in greater detail in these Terms (each a "Law" and collectively, "Laws").

16. Compliance with Privacy and Information Security Requirements

    If Supplier collects, processes and/or stores on behalf of NYRR any personal health information or personally identifiable information (e.g., name, Social Security number, payment card account information, medical information, etc.) (collectively, "Personal Information"), then Supplier shall: (i) process such Personal Information only on behalf of and for the benefit of NYRR, (ii) hold such Personal Information in strict confidence and limit access to those of Supplier’s personnel who have a need to know the Personal Information to perform the Services and who have explicitly agreed in writing to hold such information in confidence; (iii) not transfer Personal Information outside the United States without the explicit written consent of NYRR; (iv) as applicable, implement appropriate measures designed to protect the Personal Information against the specific risks associated with transmission over a network and/or the internet; (v) unless otherwise required by Law, not share, transfer, disclose or otherwise provide access to any Personal Information to any third party, or contract any of its rights or obligations concerning Personal Information to a third party; (vi) comply with (A) all applicable Laws relating in any way to the privacy, confidentiality or security of Personal Information, (B) all applicable industry standards concerning privacy, data protection, confidentiality or information security; and (C) NYRR’s written requirements relating in any way to the privacy, confidentiality and security of Personal Information.

    In addition to any other obligation under these Terms, upon the occurrence of a breach involving Personal Information in the possession, custody or control of Supplier or for which Supplier is otherwise responsible, Supplier shall (i) reimburse NYRR on demand for all internal and external costs incurred by NYRR associated with investigating, addressing and responding to such breach, and (ii) indemnify and hold harmless the NYRR Indemnitees from, and at NYRR’s option defend against, any and all losses that NYRR Indemnitees may incur as a result of any violation of this Section by Supplier or its agents.

17. Indemnification

    Supplier agrees to indemnify, defend and hold harmless the NYRR Indemnities from and against any and all Losses arising out of or resulting in any way from (i) Supplier's manufacture and/or supply of Goods to NYRR, (ii) Supplier's performance of Services, (iii) any defect in the Goods, (iv) the negligence or willful misconduct of Supplier, its agents or employees, (v) any claim for bodily injury or death, damage to property or any claim by an employee or subcontractor of Supplier for wages and benefits, (vi) Supplier's breach of any representation, warranty, covenant or other obligation hereunder, and/or (vii) the infringement of any third party proprietary rights with respect to (A) Services performed by Supplier, and/or (B) Goods supplied by Supplier (including, without limitation, with respect to Supplier's manufacture and/or NYRR’s use or possession thereof).

    Supplier's obligation to indemnify will survive the expiration or termination of the Purchase Order by either party for any reason. Supplier may, at its option, conduct the defense of any third party action and NYRR will cooperate with Supplier's defense as reasonably requested. If the use or sale of any Goods is enjoined as a result of any action or proceeding, in addition to such other rights or remedies that NYRR may have hereunder or by Law, Supplier, at no expense to NYRR, will obtain for NYRR and its customers the right to use and sell said item, or will substitute an equivalent item, acceptable to NYRR, and extend this indemnity with respect to such item. In the event that Supplier is unable to secure such rights of use or to secure an equivalent item as a substitute for NYRR or its customers, Supplier will indemnify the NYRR Indemnities for any and all Losses sustained by reason of such injunction.

18. Limitation on Liability

    NYRR SHALL NOT BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM NYRR'S PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF NYRR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Inspection; Rejection

    All Goods and Services are subject to NYRR's right of inspection and rejection on or after the Delivery Date. NYRR, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are defective or otherwise do not conform to the descriptions and specifications delivered in connection with in the Purchase Order or otherwise communicated to Supplier in writing. If NYRR rejects any portion of the Goods and/or Services (as applicable), NYRR has the right, effective upon written notice to Supplier, to: (i) rescind the Purchase Order in its entirety; (ii) accept the defective and/or non-conforming Goods and/or Services (as applicable) at a reasonably reduced Price; or (iii) reject the non-conforming Goods and/or Services (as applicable) and require the replacement or reperformance (as applicable) thereof.

    If NYRR requires replacement or reperformance of non-conforming Goods and/or Services (as applicable), Supplier will, at its expense, promptly replace or reperform the non-conforming Goods and/or Services (as applicable) and pay for all related expenses, including, but not limited to, transportation charges for the return of the non-conforming Goods and the delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods or reperform Services (as applicable), NYRR may replace the non-conforming Goods and/or Services (as applicable) with goods and/or services (as applicable) from a third party and charge Supplier the cost thereof and terminate the Purchase Order for cause.

    Any inspection or other action by NYRR under this Section will not reduce or otherwise affect Supplier's obligations under the Purchase Order, and NYRR will have the right to conduct further inspections after Supplier has carried out its remedial actions. Acceptance by NYRR will not occur unless and until (i) with respect to Goods installed by Supplier, any acceptance tests or programs described in the Purchase Order or attachments thereto are completed to NYRR's satisfaction, as evidenced by an acceptance certificate signed by NYRR, (ii) with respect to any Services performed by Supplier, such Services are completed to NYRR's satisfaction, as evidenced by any acceptance certificate signed by NYRR, or (iii) with respect to Goods not installed by Supplier, NYRR has not notified Supplier, within thirty (30) days following receipt of the Goods by NYRR, that Goods are defective or otherwise do not conform to Specifications.

20. Termination Rights

    NYRR reserves the right to cancel all or any part of the undelivered portion of the Purchase Order if Supplier does not provide conforming Goods and/or Services as specified, time being of the essence, or if Supplier breaches any of the terms hereof including, without limitation, the Warranties, or Supplier becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.

    NYRR further reserves the right to terminate the Purchase Order in whole or in part for convenience upon written notice to Supplier, in which event Supplier will be entitled only to reasonable termination charges consisting of actual direct costs resulting from termination.

21. Force Majeure

    Neither party will be liable for any delay or failure in performing its obligations under the Purchase Order (including failure to take delivery of the Goods) to the extent that such delay or failure is caused, without such party's fault or negligence, by a Force Majeure Event. For purposes of these Terms, a "Force Majeure Event" refers to the occurrence of unforeseeable and/or unavoidable circumstances beyond a party's control that, by their nature, make such party's performance commercially impractical, including, but not limited to, acts of God or the public enemy, fire, flood, acts of war, government action, accident, earthquakes, explosion, epidemic, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. A party's economic hardship or changes in market conditions are not considered Force Majeure Events excusing such party's performance. Supplier will use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Purchase Order. If a Force Majeure Event prevents Supplier from carrying out its obligations under the Purchase Order for a continuous period of more than thirty (30) days, NYRR may terminate the Purchase Order immediately by giving written notice to Supplier.

22. Cumulative Remedies

    Every right and remedy reserved by NYRR will be cumulative and additional to any other or further remedies provided in Law or equity or in these Terms.

23. Confidentiality

    Supplier agrees to keep all Confidential Information (as defined below) in confidence during and following termination or expiration of the Purchase Order.

    Confidential Information includes but is not limited to any and all information or material that is proprietary or commercially valuable to NYRR, including, without limitation, know-how, technical information, data, trade secrets, inventions (whether patented or unpatented), technologies, samples and materials, research or business plans, products, services, customer and supplier lists, operations, manufacturing processes, software, hardware, equipment, databases, discoveries, formulas, diagrams, drawings, graphs, blueprints, specifications, laboratory books, records, designs, analyses, test materials, compounds, computer programs in human or machine-readable code (including notes, spread-sheets and flow-charts), marketing, financial, manufacturing and other business data and projections (including, without limitation, operation costs, profit margins, raw materials, sales information, production and technology costs), unpublished documents, and the contents and existence of the Purchase Order. Confidential Information will include the confidential information of any third party who has given NYRR the right to use such confidential information subject to a non-disclosure agreement between NYRR and such third party. Confidential Information need not be labeled as such to enjoy the protections afforded the same but need only be of the kind generally understood to be confidential, proprietary or commercially valuable.

    Confidential Information does not include any information that (i) Supplier lawfully knew without restriction on disclosure before NYRR disclosed it to Supplier, (ii) is now or becomes publicly known through no wrongful act or failure to act of Supplier, (iii) Supplier developed independently without use of Confidential Information, as evidenced by appropriate documentation, or (iv) is hereafter lawfully furnished to Supplier by a third party as a matter of right and without restriction on disclosure. In addition, Supplier may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or Law so long as Supplier provides prompt notice to NYRR of such requirement prior to disclosure.

    Supplier agrees not to copy, alter or directly or indirectly disclose any Confidential Information. Additionally, Supplier agrees to limit its intentional distribution of Confidential Information to those who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Supplier of nondisclosure agreements with provisions substantially similar to those set forth herein.

    In no event will Supplier use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Confidential Information.

24. Intellectual Property; License

    As between the parties, all designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Supplier alone or with others which result from or relate to any Services performed under the Purchase Order (collectively, "Work Product"), and all rights with respect thereto, will at all times be and remain the sole and exclusive property of NYRR.

    Standard goods manufactured by Supplier and sold to NYRR without having been designed, customized or modified for NYRR do not constitute Work Product and, as between the parties, all rights with respect thereto will remain the sole and exclusive property of Supplier.

    The foregoing notwithstanding, Supplier hereby grants to NYRR a non-exclusive, royalty-free worldwide license to use such of Supplier's intellectual property, if any, as is required to give NYRR full benefit of any Goods that incorporate such Supplier intellectual property.

    Except as otherwise set forth herein, as between them, each of NYRR and Supplier will retain the sole and exclusive rights in all of its intellectual property.

25. Publicity

    Supplier will not use NYRR’s name or logo in publicity, advertising, or similar activity, except with NYRR’s prior written consent. Supplier will not disclose the existence of the Purchase Order or any of its respective terms to any third party without NYRR’s prior written consent.

26. Governing Law; Jurisdiction

    The Purchase Order will be governed and construed according to the Laws of the State of New York without regard to principles of conflicts of law. Any action brought by either party hereto concerning, or relating to, the Purchase Order shall be brought in the federal or state courts (as applicable) within the State of New York.

27. Assignment

    Neither the Purchase Order nor any of the rights and obligations of Supplier thereunder may be assigned or transferred by Supplier without the prior written consent of NYRR. The Purchase Order will be binding upon and inure to the benefit of parties and their respective successors and permitted assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section will be void.

28. Relationship of Parties

    Supplier is an independent contractor for all purposes, without express or implied authority to bind NYRR by contract or otherwise. Neither Supplier nor its employees, representatives, agents or subcontractors are agents or employees of NYRR, and are therefore are not entitled to any employee benefits of NYRR, including but not limited to, any type of insurance. Supplier will be responsible for all costs and expenses incident to performing its obligations under the Purchase Order and will provide Supplier's own supplies and equipment. Except as otherwise set forth in these Terms, the manner and means of providing the Goods and/or Services (as applicable) to NYRR are subject to Supplier's sole control.

29. Amendment and Modification

    No change to these Terms is binding upon NYRR unless it is in writing, specifically states that it amends these Terms and is signed by an authorized representative of NYRR.

30. Waiver

    Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Purchase Order will operate or be construed as a waiver thereof. Waiver by either party of any default of the other will not operate to excuse the defaulting party from further compliance with this contract, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

31. Entire Agreement

Provided that there is no written agreement, duly executed by both parties, applying to the transaction, the Purchase Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.