Facebook India Online Services Pvt. LTD., Purchase Order: Supplier
Facebook India Online Services Pvt. LTD., Purchase Order: Supplier
Revision Date
Line # Quote # Item Supplier Description Delivery Date Qty Unit of Unit Price Extended
Part # Measure (INR) Amount
(INR)
1 India_XFN_GMS--Telco | 03-OCT-19 462,783.00
Reliance Excellence
Summit Event Production &
Schwags | INR 462,783.00
| Zen Media Productions |
23/09/2019-27/09/19 |
Tanmaya Trivedi |
Total: 462,783.00 (INR)
Notes: All prices and amounts on this order are expressed in INR
Notes To Supplier:
Billing Instructions:
Please refer to Notice of Invoicing Requirements
General Inquiries:
For questions, please contact us through Supplier Connect's "Get Help" feature. Your questions will be directed to the appropriate
Facebook Source-to-Pay contact.
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We are excited to work with you to make the world more open and connected! Please include the following information on your invoice to ensure
payment. An example of how to comply with each requirement is provided in the sample invoice using the corresponding number found in the
left most column.
1 All requests for payment must be in the form of an invoice. Pro-forma invoices, statements, past-due notifications, or other
documents will not be processed for payment.
2 The bill-to name and address on the invoice must exactly match the The bill-to name and address for this PO is:
bill-to details on the purchase order (PO). If the bill-to details are Facebook India Online Services Pvt. Ltd.,
not identical, the invoice will be considered defective and will be ONE BKC, 7th Floor
rejected for correction and resubmission. A Wing,Unit No 703, C-32 G Block, Bandra Kurla Complex
Mumbai
Bandra (E), 400051
India
3 The ship-to address of where goods were delivered or services The ship-to address for your PO is located in the "Ship To" field on
were provided. the PO.
4a Supplier name and address printed on supplier letterhead. The supplier name referenced on the invoice must match the
supplier name indicated in the "Supplier" field of the PO.
4b Place of supply along with the name of State, in case of a supply in For Indian suppliers, the Vendor's State and GSTIN must be
the course of inter-State trade or commerce. indicated on the invoice.
5 The correct PO number. The PO number is located in the upper right corner of the PO in the
"Purchase Order Number" field. An invoice must reference only one
PO number and the PO must be open.
6a The currency of the invoice must match the currency of the PO. For The currency of your PO is indicated in the "Total" field of the PO.
Indian suppliers, PO and invoice must be in INR.
6b For Indian suppliers, details on GST should be clearly indicated. For Indian suppliers, where GST is charged,
- Rate of tax (CGST and SGST or IGST and/or CESS);
- Amount of tax charged in respect of goods or services
- Statement confirming if the Reverse-charge applies (or not)
Additional Information
- If your PO was issued from Facebook, Inc. or any of its subsidiaries, submit invoices through Supplier Connect.
- Invoices submitted via email must be provided in PDF format. Do not submit invoices in a zip file.
- Facebook requires that all invoices are approved by the internal Facebook contact prior to payment. Your PO contact name is located on
the PO in the "Requester" field.
- Reference the line item number and the line item description exactly as they appear on the PO. The line items are included in the detail
section of the PO and are numbered accordingly.
- If you provide banking or remit to information on your invoice, please ensure that this information matches the information on your supplier
account at Facebook.
- When submitting a Credit Memo, state "CREDIT MEMO" clearly on the document and reference the invoice number and purchase order
number for which the credit memo applies.
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1. Scope
Vendor's acknowledgement of the Purchase Order or commencement of performance shall constitute Vendor's acceptance of all of, and only,
the Terms and Conditions. Any documents or instruments issued or exchanged by the Parties with respect to the subject matter hereof shall be
subject to and subordinated to these Terms and Conditions. Vendor acknowledges and agrees that the Order Terms contains the sole and
exclusive terms for the products and/or services described in the Purchase Order and shall supersede and control over any additional,
inconsistent or conflicting terms whether communicated orally or contained in a confirmation, invoice, proposal, quote, acknowledgement,
release, or other written correspondence. Except as permitted in Section 7, the Parties may only amend the terms of the Order Terms by a
written amendment signed by the Parties. Facebook's acceptance of the products or services delivered under the Purchase Order shall not
constitute acceptance of any terms and conditions other than those contained in the Order Terms.
2.1. Order Placement. Orders for goods and/or services may be made under the Order Terms by Facebook or any entity which, directly or
indirectly, owns or controls, is owned or is controlled by or is under common ownership or control (meaning the beneficial ownership of 50% or
more of the voting equity securities of the entity) with Facebook ("Affiliate"). The Facebook entity that issues a Purchase Order to Vendor shall
be considered "Facebook" for all purposes of the Order Terms and the Order Terms shall be considered a two party agreement between
Vendor and such entity. Each Purchase Order hereby incorporates these Terms & Conditions. Each Purchase Order includes, but is not limited
to: (i) a description of the good and/or service to be purchased; (ii) the fees to be paid for the good and and/or services; (iii) the delivery
destination (including without limitation to a Facebook facility or drop-shipment to a third party); and (iv) such additional terms and conditions as
may be mutually agreed upon by Vendor and Facebook (or such Affiliate). Each Purchase Order shall be deemed to incorporate the applicable
specifications, warranties and licenses for the good or service that are in effect on the date the Purchase Order is acknowledged by Vendor or
Vendor commences performance.
2.2. Delivery. Time is of the essence. Goods and/or services shall be delivered on the exact date specified in the Purchase Order ("Delivery
Date"). Vendor shall immediately notify Facebook in the event that: (i) Vendor is unable to meet the Delivery Date, or (ii) Vendor's timely
performance under a Purchase Order is or is likely to be delayed, in whole or in part, and Vendor shall provide Facebook with all available
information regarding the reasons for such delay. Such notice shall not constitute a waiver by Facebook of any of Vendor's obligations
hereunder. Early, partial, or deliveries in excess of the quantities specified in the Purchase Order shall require Facebook's prior written consent.
If Vendor fails to deliver the goods and/or services ordered by Facebook on or before the Delivery Date, Facebook may terminate the Purchase
Order. In the event of a termination of a Purchase Order under this section, Facebook shall: (i) have no further obligation under the Order
Terms, and (ii) be entitled to a refund of any deposit or fees paid to Vendor. Any shipments which do not comply with the terms of the Order
Terms may be held at Vendor's risk and expense including storage charges while awaiting Vendor's shipping instructions. Vendor shall not,
without Facebook's prior written consent, commence to manufacture or procure any of the goods specified in the Purchase Order in advance of
Vendor's normal lead time for such goods. Notice under this section may be given via email or fax.
2.3. Shipping. A packing list and copy of the invoice must be attached to, or otherwise included with, the goods supplied to Facebook at the
location designated by Facebook in the Purchase Order or as otherwise directed by Facebook prior to the Delivery Date. Unless otherwise
expressly agreed in writing or set forth in the Purchase Order, all goods delivered to Facebook shall be F.O.B. Facebook's ship-to address set
forth in the Purchase Order without charge to Facebook for crating or storage. All customs, duties, costs, taxes, insurance premiums, and other
expenses relating to such transportation and delivery shall be paid solely by Vendor. If the specified mode of transportation would not permit
Vendor to meet the Delivery Date, Vendor shall ship such goods by air freight or other expedient means acceptable to Facebook, and Vendor
shall pay the difference in cost of freight. Vendor must provide all information required to comply with any applicable import and export laws
and regulations, including but not limited to import classification (such as Harmonized Tariff Schedule), export classification (such as Export
Control Classification Number), and country of origin of all items supplied to Facebook.
3. Return
Facebook may return to Vendor, at Vendor's own risk and expense, including, without limitation, transportation and insurance charges: (i)
goods that do not meet the warranties specified herein; (ii) goods which are not accepted pursuant to Section 6; and (iii) goods which constitute
over-shipments or early shipments by Vendor.
4. Packing
All packaging, marking and delivery must comply with Facebook's written instructions. Vendor shall preserve, pack, package, and handle the
goods to protect them from loss or damage and in accordance with good commercial practice and Facebook's specifications. Vendor shall be
liable for and shall promptly refund to Facebook the amount of any loss or damage due to Vendor's failure to properly preserve, pack, package
or handle such goods. Vendor shall include with each shipment of goods an itemized packing list which sets forth the number of the Purchase
Order, product numbers, a description and the quantity of each of the goods shipped, weight, and the date of shipment. The Purchase Order
number shall be plainly visible on every invoice, package, bill of lading, and shipping order provided by Vendor.
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5. Payments
All payments due hereunder to Vendor shall be paid to Vendor in the currency stated on the Purchase Order not later than thirty (30) days
following the latest of (i) the Delivery Date, (ii) the date of Facebook's acceptance of all of the goods and/or services hereunder, or (iii)
Facebook's receipt of a properly prepared invoice and certifications of conformance of the goods to the specifications, as applicable. Partial
payments may be made, if specifically authorized by Vendor in writing. Facebook may at any time set off any amount owed by Facebook to
Vendor against any amount owed to Facebook by Vendor or any of its affiliates. Vendor shall pay, without charge to Facebook, any federal,
state, or local tax or other government charge or assessment relating to the production, sale, or shipment of any of the goods hereunder,
unless expressly otherwise provided in an exhibit attached hereto.
7. Changes
Facebook may, at any time prior to the Delivery Date, by a written request (including via email or fax) suspend its purchase of goods or
services hereunder or make changes as necessary or desirable in (i) the quantities of goods or the scope of services ordered or the Delivery
Date, (ii) applicable drawings, designs, and/or specifications, (iii) the method of shipment or packing, and/or (iv) the place of delivery or service
location. If such a change by Facebook causes an increase in the cost of or the timing required for Vendor's performance, and Vendor
immediately notifies Facebook in writing, then any difference in the pricing or timing of delivery of the goods or services resulting from such
changes shall be approved in writing by Facebook before the goods are made or the services are performed. Nothing in this Section 7 is
intended to excuse Vendor from performing pursuant to the Order Terms as changed or amended.
8. Ownership
To the fullest extent permitted by law, all results and proceeds of the services developed and/or delivered by Vendor (the "Deliverables") and
all intellectual property rights therein will be the sole and exclusive property of Facebook and will be deemed to be a "work made for hire" (as
defined in Section 101 of Title 17 of the United States Code). Accordingly, Facebook will have the irrevocable, exclusive and perpetual right to
make, sell, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, export, disclose and otherwise
disseminate or transfer any and all rights in and to the Deliverables. If for any reason the Deliverables are not deemed "work for hire," Vendor
hereby irrevocably and exclusively assigns, transfers and conveys to Facebook all right, title and interest (including all intellectual property
rights therein) in and to the Deliverables to Facebook and shall provide all necessary assistance to Facebook to perfect such interest.
9. Warranty
9.1 Vendor represents and warrants that: (a) Vendor has full right and power to enter into and perform the Order Terms and its performance
under the Order Terms will not conflict with any other obligation Vendor may have to any other party; (b) Vendor will perform the services in a
timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards; (c) all goods,
services and Deliverables will conform to the applicable specifications or descriptions in the Purchase Order.
9.2 Vendor will provide all standard product and service warranties to Facebook, unless otherwise stated in the Purchase Order. In addition,
Vendor further represents and warrants that (i) the goods and/or Deliverables shall be new, unused, undamaged, free of any viruses, Trojan
horses, or other harmful or malicious code; (ii) the goods and/or Deliverables do not and will not contain any open source software unless
Vendor provides a complete list of the open source software, the applicable licenses and brief description of the use of the open source
software, and Facebook has pre-approved in writing each use of the open source software; (iii) the goods and/or Deliverables to be prepared
or the services to be provided under the Purchase Order do not and will not (A) infringe, misappropriate, or violate the intellectual property
rights, publicity rights, rights of privacy, or other rights of any person or entity, or (B) include disabling devices, time-out devices, counter
devices and devices intended to collect data regarding usage or related statistics without the prior written authorization of Facebook; and (iv)
there are no claims or liabilities for royalties, liens or any other encumbrances on the goods, Deliverables or services supplied hereunder.
9.3 Performance Remedies. Notwithstanding any acceptance by Facebook, if any of the Deliverables delivered by Vendor do not meet the
warranties specified herein or otherwise applicable, Facebook has the right, at its option, to: (i) require Vendor to correct any defective or non-
conforming goods or Deliverables by repair or replacement at no charge to Facebook; (ii) return any defective or non-conforming goods to
Vendor at Vendor's expense and recover from Vendor all amounts paid for the applicable goods; (iii) correct the defective or non-conforming
goods or Deliverables itself and charge Vendor the cost of such correction; (iv) obtain a refund from Vendor for all amounts paid for any
defective or non-conforming goods or Deliverables; or (v) use the defective goods or Deliverables and require an appropriate reduction in price.
Facebook's approval of Vendor's goods, services or design will not relieve Vendor of the warranties set forth herein, nor will Facebook's waiver
of a requirement pertaining to any acceptance criteria, drawing or specification for one or more of the goods or Deliverables constitute a waiver
of such requirements for the remaining items to be delivered hereunder unless Facebook declares otherwise in writing.
10. Termination
Facebook may terminate the Order Terms, in whole or in part, at any time, by written, telephone, fax or email notice to Vendor. Upon such
termination, Vendor will, to the extent and at the times specified by Facebook, (i) stop all work under the Order Terms, (ii) place no further
orders for materials to complete such work, (iii) if requested by Facebook, assign to Facebook all of Vendor's rights, title and interests under
terminated subcontracts and orders, (iv) settle all claims hereunder (after obtaining Facebook's prior written approval), (v) protect all property in
which Facebook has or may acquire an interest, and (vi) transfer title and make delivery to Facebook of all articles, materials, work in process,
and other Deliverables held or acquired by Vendor in connection with the terminated portion of the Order Terms. If Facebook terminates the
Order Terms other than due to a breach by Vendor, Facebook will pay Vendor the undisputed fees due for the services performed,
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Deliverables produced or the goods accepted as of the date of termination or cancellation. Vendor shall not be entitled to any payment for lost
or anticipated profits or overhead on uncompleted portions of the services or goods. Any reports, drawings or other documents prepared for
Facebook prior to the effective date of such termination or cancellation shall be delivered to Facebook by Vendor prior to Facebook's release of
its final payment to Vendor. Payments made under this section shall not exceed the aggregate price of the goods or services specified in the
terminated portion of the Order Terms, less payments otherwise made or to be made by Facebook. Upon the occurrence of any one of the
following events, Facebook shall have the unrestricted right, at its option, to cancel and terminate the Order Terms without cost or liability to
Facebook: (w) Vendor's insolvency or inability to meet obligations as they become due; (x) filing of voluntary or involuntary petition of
bankruptcy by or against Vendor; (y) institution of legal proceedings against Vendor by creditors or stock holders; or (z) appointment of a
receiver for Vendor by any court of competent jurisdiction.
11. Confidentiality
11.1 Vendor agrees that any and all data and information of Facebook or its Affiliates, including but not limited to designs, specifications,
business, product, technical and financial information, that Vendor obtains from Facebook or has access to in the course of performing its
obligations hereunder, including information relating to any Purchase Order, shall be the "Confidential Information" and exclusive property of
Facebook. No Confidential Information may be used by Vendor for any reason other than satisfying Vendor's obligation under the Order Terms.
Vendor will hold in confidence and will not use or disclose any Confidential Information without Facebook's prior written consent. Vendor shall
not disclose any Confidential Information to any person or entity other than those employees of Vendor who have a legitimate need to know the
Confidential Information and are bound by confidentiality terms no less restrictive than those herein. Vendor shall (i) not use Facebook's name,
logo or trademarks, and (ii) obtain Facebook's written consent prior to any publication, presentation, press release or public announcement
regarding its relationship as a supplier to Facebook.
11.2 If Vendor obtains or is granted access to any: (a) Facebook and/or Facebook Affiliate facility or location (each a "Site"); and/or (b)
Facebook's and/or any of its Affiliates' respective systems, networks, databases, computers, telecommunications or other information systems
owned, controlled or operated by or on their respective behalf (collectively "Systems"), then such access, in all cases, is subject to Vendor's
compliance with all then-current Facebook policies, including, but not limited to all security, privacy, safety, environmental, information
technology, legal, and business conduct policies. Any access to any Sites and/or Systems is strictly for the purpose of Vendor's performance of
the services set forth in the Purchase Order.
11.3 Vendor warrants and represents that: (a) Vendor will establish and maintain administrative, physical and technical safeguards that prevent
the unauthorized access, use, storage, or disclosure of Facebook Data; (b) Vendor will establish, maintain, and comply with an information
security program that shall: (i) meet best industry practice to safeguard Facebook Data; (ii) ensure compliance with applicable data security
and privacy laws; (iii) protect against the destruction, loss, disclosure or alteration of Confidential Information, including Facebook Data, in the
possession of Vendor or to which Vendor may have access; (iv) include all reasonable precautions with respect to the employment of and
access given to Vendor employees, subcontractors or consultants, including background checks and security clearances that assign specific
access privileges to individuals; and (v) include an appropriate network security program (that includes, without limitation, encryption of all
sensitive or private data); (c) Vendor or its subcontractors or consultants will not, directly or indirectly, sell, rent, disclose, distribute,
commercially exploit, or transfer any Facebook Data or any information that can be used to identify particular individuals to any third party for
any purpose whatsoever; (d) Vendor will not collect, access, utilize, process, or store, copy, modify, create derivative works of, or disclose any
Facebook Data except as specified in the applicable statement of work; and (e) Vendor will comply at all times with all Facebook privacy
policies, and all applicable foreign and domestic laws, orders and regulations relating to privacy and data protection. For purposes of the Order
Terms, "Facebook Data" means any and all data and information received, stored, collected, derived, generated, or otherwise obtained or
accessed by Vendor in connection with the Order Terms, performance of the services, or if applicable, access to any Sites or Systems
regarding any aspect of Facebook's business, including all personally identifiable information and all other data or information provided by or on
behalf of any Facebook user, advertiser, business partner or content provider, and other information such as system procedures, employment
practices, finances, inventions, business methodologies, trade secrets, copyrightable and patentable subject matter.
11.4 Vendor will notify Facebook immediately following the discovery of any incident that involves or reasonably may involve the unauthorized
access, use, disclosure, or loss of any Facebook Data or any other suspected breach or compromise of the security, confidentiality or integrity
of any Facebook Data ("Security Incident"). Vendor agrees that it will not communicate with any third party, including but not limited to the
media, vendors, consumers and affected individuals regarding any Security Incident without the express written consent and direction of
Facebook.
12. Indemnification
12.1 Vendor will indemnify, defend and hold harmless Facebook, its Affiliates and their respective officers, directors, agents, employees,
successors, sublicensees, and customers (collectively the "Facebook Indemnified Parties") against any and all claims, losses, liabilities,
damages, expenses and costs (including attorney's fees and court costs) arising from or relating to: (i) any breach or alleged breach of any
representation, warranty or other provision of the Order Terms by Vendor; (ii) the death of or bodily injury to any person or damage to property
on account of the performance of the services or any alleged or actual defect in any goods or services provided hereunder, whether latent or
patent, including, without limitation, improper construction or design, or failure to warn or caused by the negligence or willful misconduct of
Vendor or any subcontractor, agent, employee or consultant of Vendor; (iii) all loss, liability, and damages arising from or caused directly or
indirectly by any act or omission of Vendor's agents, employees, or subcontractors; (iv) violation of local, state, or federal common law, statute
or regulation; and (v) all claims of infringement of any patent, trademark, copyright, or misappropriation of any trade secret, or infringement of
any other intellectual property right, publicity right, or rights of privacy, arising out of or related to the goods or services delivered under the
Order Terms.
12.2 All royalties or other charges for any patent, trademark, or copyright to be used in the goods, Deliverables or services shall be considered
as included in the contract price. If Facebook's use of any of the goods, Deliverables or services is enjoined or, in Facebook's reasonable
opinion, is likely to be enjoined as result of any such infringement or alleged infringement, Vendor agrees, at Facebook's option to (a) accept
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return of the goods and/or Deliverables from Facebook and refund to Facebook the amounts paid by Facebook with respect to such goods
and/or Deliverables, or (b) modify the goods and/or Deliverables so that they become non-infringing but equivalent in functionality, quality,
compatibility and performance, or (c) procure for Facebook and its customers the right to continue using and distributing the goods and/or
Deliverables. The foregoing obligation of Vendor does not apply with respect to any goods and/or Deliverables (I) made in accordance to
Facebook's specifications, if the alleged infringement would not have occurred but for Vendor's compliance with such specifications or (II)
which are modified after shipment by Facebook, if the alleged infringement would not have occurred but for such modification .
13. Insurance
Vendor shall take such steps as may be reasonably necessary to prevent personal injury or property damage during any work hereunder that
may be performed by any employees, agents or subcontractors of the Vendor at Facebook's facilities. Vendor shall secure and maintain the
following types of insurance coverage; (i) commercial general liability, (ii) business automobile insurance, (iii) public liability and property
damage, and (iv) employer's liability and worker's compensation insurance in sufficient amounts and coverage as will protect Facebook against
the aforementioned risks and against any claims.
15.1 Vendor warrants that in performance of all work under the Order Terms, Vendor and its consultants and subcontractors have complied
with or will comply with all applicable federal, state, local and foreign laws and ordinances governing (i) the export of goods and services, and
(ii) the use and distribution of substances that are radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the
environment.
15.2 To the extent required by applicable law, Vendor shall comply with the following: (a) Vendor shall abide by the requirements of 41 CFR
60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by
covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities; (b) Vendor shall
abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires
affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans; and (c)
Vendor shall also abide by the requirements of Executive Order 11246 and the requirements of 41 C.F.R. §60-1.4(a) which requires Vendor to
take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race,
color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or
transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
15.3 Vendor, in connection with its provision of goods and services pursuant to the Order Terms, shall refrain from: (i) offering, giving or
promising, directly or indirectly, money or anything of value to any person in any manner that would constitute commercial bribery or an illegal
kickback, or would otherwise violate any applicable anti-bribery law; and (ii) offering, giving or promising, directly or indirectly, money or
anything of value to a Government Official or other person to influence a Government Official in his or her official capacity, induce a
Government Official to do or omit to do any act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in
obtaining or retaining business for or with, or directing business to, any person. For the purposes of this section, "anything of value" shall
include, but not be limited to, cash or a cash equivalent, discounts, gifts, use of materials, facilities or equipment, entertainment, drinks, meals,
transportation, lodging, or promise of future employment. "Government Official" shall mean any official or employee of any national, state,
regional, provincial, city, local, tribal, or foreign government; any official or employee of any government department, agency, commission, or
division; any official or employee of any state-owned or state-controlled enterprise; any official or employee of a public educational, scientific or
research institution; any political party or any official or employee of a political party; any candidate for public office; any official or employee of
a public international organization; any person acting on behalf of or any relatives or close family/household members of any of those listed
above.
17. Miscellaneous
Except as provided herein, any notice, approval or consent required or permitted hereunder shall be (i) in writing; (ii) delivered by hand or by
overnight courier service to the respective addresses of the Parties as set forth in the Order Terms (or such other addresses a party may
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designate in writing); and (iii) effective upon actual delivery, or upon attempted delivery if receipt is refused. Notices to Facebook shall be
addressed "Attn: Purchasing." If any provision of the Order Terms shall be judicially determined to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that the Order Terms shall otherwise remain in full force and effect and
enforceable. Except as provided herein, the failure to enforce any provision herein or right or remedy on any one occasion shall not be
construed as a waiver on any other occasion. The relationship of Vendor and Facebook is that of independent contractor. Except as provided
herein, no term or condition of the Order Terms may be amended or deemed to be waived, except by a writing signed by both Parties that
refers to the Order Terms. Notwithstanding anything in the Order Terms to the contrary, Facebook may update or change these Terms and
Conditions at any time without prior notice. No right or obligation under the Order Terms (including the right to receive monies due) may be
assigned by Vendor without the prior written consent of Facebook, and any purported assignment without such consent shall be void. The
Order Terms shall be construed as if jointly drafted by both Parties. The rights and remedies herein provided are in addition to those available
to either party at law or in equity. Sections 1, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive termination of this Purchase Order.
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