Purchase Order Terms and Conditions

These Terms and Conditions shall govern all purchases of goods and services described in this Purchase Order (“PO”), issued to Supplier by Social Finance, LLC (“SoFi”).

Invoice Submission: All invoices must be sent to SoFi within 5 days of job completion date. Invoices are recognized on the date that SoFi receives the invoice. Supplier invoices should only incorporate one PO, and the PO number should be clearly noted on the invoice. Any invoices with an incorrect or missing PO number will not be accepted.

Payment Terms: All invoices shall be paid by SoFi within 30 days from the date on which SoFi receives such invoice from Supplier, unless the parties have separately agreed otherwise in writing.

Quantity Variation / Substitutions / Transportation: Specified allowance, if any, for “overs / unders” is provided on this PO. No substitution or modification of any goods, component parts, raw materials, processes or manufacturing sites may be made without SoFi’s prior written consent. Time is of the essence with respect to Supplier’s performance of this PO. If in order to comply with SoFi’s required delivery date, it becomes necessary for Supplier to ship by a more expensive mode than specified on this PO, any resulting premium transportation cost shall be borne by Supplier unless caused by force majeure or agreed to in writing by SoFi.

Title and Risk of Loss: The FOB point for all goods shall be the shipping location designated on this PO. Risk of loss and title remain with Supplier until the goods are transferred to the carrier designated on this PO.

Ownership: All specifications, documents, artwork, drawing, sketches, dummies, film positives, negatives, separations, deliverables, goods, intellectual property, Confidential Information (as defined below), or other information or materials or portions thereof (“Proprietary Materials”) delivered to Supplier by SoFi or SoFi’s client or representative or created by Supplier pursuant to this PO shall be and remain SoFi’s property and shall be deemed a “work made for hire” (as defined in the Copyright Act of 1976). If, for any reason, such Proprietary Materials shall not legally be deemed a “work made for hire,” then Supplier hereby irrevocably assigns and agrees to assign all of Supplier’s right, title, and interest thereto to SoFi.

Confidential Information: All information to which Supplier is given access or which is made available to Supplier as a result of its relationship with SoFi is referred to herein as “Confidential Information.” Confidential Information is delivered solely for the purpose of Supplier’s performance of this PO and Supplier shall not disclose to others nor use for any purpose other than to perform this PO without SoFi’s express prior written consent. Under no circumstances will Supplier transmit, store, or access Confidential Information from any location outside the United States without the prior written consent of SoFi. For purposes of this PO, Confidential Information shall include, without limitation, all technology, know-how, processes, software, databases, trade secrets, contracts, all historical and financial information, business strategies, operating data and organizational and cost structures, product descriptions, and pricing information. Confidential Information also includes any other information that is deemed to be nonpublic personal information or personally identifiable information under applicable privacy or data security laws or regulations. Confidential Information shall not include information that: (a) was in Supplier’s possession, free of any obligation of confidence, prior to receipt from SoFi, as proven by the Supplier’s written records; (b) is in the public domain through no breach of duty; or (c) is independently developed by Supplier without use of or reference to any Confidential Information.

Return of Materials: At any time, SoFi may demand and Supplier shall immediately return, or at SoFi’s direction destroy, any and all Proprietary Materials that relates to SoFi and/or SoFi’s clients that is in the possession of the Supplier

Relationship: Supplier’s relationship with SoFi is that of an independent contractor, and the acceptance of this PO shall not create a partnership, agency, joint venture, or employment relationship.

Warranty: Supplier expressly warrants that (i) all goods delivered under this PO shall be free from defects in materials and workmanship and of the quality, size, and dimensions ordered, and (ii) all work performed under this PO will be in conformity with all plans, specifications, and other data incorporated as part of this PO. This PO incorporates by reference all terms of the Uniform Commercial Code as adopted in the State of California (the “UCC”) providing any protection to a buyer including but not limited to all warranty protection (express or implied) and all of the buyer’s remedies under the UCC. All goods and services shall also be subject to any stricter warranties specified in this PO or in other materials incorporated by reference.

Indemnification / Hold Harmless: Supplier agrees to indemnify, defend and hold harmless SoFi and SoFi’s employees, officers, directors, agents and representatives from any and all third-party claims that may result directly or indirectly from Supplier’s production or supply of goods and services pursuant to this PO or Supplier’s negligence or breach of its obligations hereunder.

Insurance: Supplier shall, at its own cost, maintain the following insurance during the period that this PO is in effect: (a) Worker’s Compensation and Occupational Disease Insurance with statutory limits and Employer’s Liability coverage with a minimum limit of $500,000 per occurrence; (b) Automobile Liability Insurance with a minimum limit of $1,000,000 per occurrence covering all owned, non-owned and hired vehicles; (c) General Liability Insurance including Product Liability Insurance with a minimum limit of $1,000,000 per occurrence; and (d) Errors and Omissions / Professional Liability Insurance with a minimum limit of $1,000,000 per occurrence.

Assignment / Subcontracting: Supplier shall not assign this PO or any benefits arising from this PO without prior written consent of SoFi and, unless otherwise agreed upon in writing, the rights of any permitted assignee shall be subject to all set-offs, counterclaims, and other comparable rights. Except as otherwise agreed in writing by SoFi, Supplier shall not delegate or subcontract its obligations under this PO.

Non-Solicitation: During the period that this PO is in effect and for a period of 24 months after completion, Supplier agrees not to directly or indirectly solicit for employment any employees of SoFi with whom Supplier has had a contact as a result of its relationship with SoFi.

Compliance with Laws / Code: Supplier shall comply with all applicable laws, rules, and regulations, including, without limitation: (a) the United States Foreign Corrupt Practices Act and all other applicable laws relation to bribery or corruption, and (b) the Consumer Product Safety Improvement Act of 2008, California Proposition 65 and all other applicable laws relation to product safety or hazardous materials.

Audit: Supplier agrees to permit SoFi and its designated agents to audit Supplier’s compliance with this PO, including unannounced on-site inspections of manufacturing facilities. Supplier will maintain on site all documentation establishing compliance with this PO.

Applicable Terms & Conditions: Supplier, including its successors and assigns, agrees to be bound by all of the terms and conditions of this PO and these terms shall govern all transactions between Supplier and SoFi. All amendments to this PO must be in a writing signed by Supplier and SoFi. Any terms and conditions provided by Supplier are void.

Force Majeure: Neither Supplier nor SoFi shall be liable to the other for any delay of failure in performance due to a force majeure event that is beyond the reasonable control of the party unable to perform. If a force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the other party may terminate this PO if the force majeure event remains in effect for more than 5 days. A force majeure event means acts of God, wars, riots, terrorism, civil insurrections, and abnormal forces of nature.

Bankruptcy: If Supplier makes an assignment for the benefit of creditors, or admits in writing its failure or inability to perform its obligations under this PO, or becomes the subject of an “order for relief” within the meaning of that phrase in the U.S. Bankruptcy Code, or applies for or consents to the appointment of a receiver for any of its property, SoFi may terminate this PO, at any time, effective immediately upon notice. Such termination shall not relieve either party from any obligations accrued hereunder up to the date of notice or termination.

Governing Law / Forum: This PO will be governed by the internal laws of the State of California without regard to conflict of laws. All legal actions relation to this PO shall be commenced within the federal or state courts located in San Francisco, CA, and Supplier and SoFi hereby consent to venue and jurisdiction of such courts.

Term: The term of this PO shall commence on the date of Supplier’s acceptance and this PO and either Supplier or SOFI may terminate this PO by giving 60 days’ written notice to the other party, provided that these terms and conditions shall continue in force during the performance of this PO if it has not been completed prior to termination. SoFi may terminate this PO immediately due to Supplier’s breach of this PO.

Survival: The following provisions herein shall survive the termination or expiration of this PO: Ownership, Confidential Information, Return of Materials, Relationship, Warranty, Indemnification / Hold Harmless, Non-Solicitation, Governing Law / Forum, and Survival.

SUPPLIER, BY AGREEING TO COMPLETE THE JOB REPRESENTED IN THIS PO, REPRESENTS AND WARRANTS THAT IT AGREES AND WILL ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN, AND FURTHER REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE (INCLUDING, WITHOUT LIMITATION, ANY ADDITIONAL SHEETS ATTACHED HERETO) ARE TRUE, CORRECT AND COMPLETE.

Last Updated: 3/13/2018