Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions (the "Terms") govern all Purchase Orders ("PO") issued by Taara Connect, Inc. (the "Buyer") to the recipient of this Purchase Order (the "Seller") for the purchase of goods and/or services (the "Products"). Effective as of February 12, 2026.

1. Acceptance and Agreement

  • 1.1. Acceptance: These Terms are incorporated by reference into every PO issued by the Buyer. The Seller's acceptance of a PO occurs upon the earliest of: (a) sending acknowledgement of the PO; (b) starting work on the Products; or (c) delivering the Products specified in the PO.
  • 1.2. Entire Agreement: The PO, including these Terms, constitutes the entire and exclusive agreement between the parties for the Products described in the PO.
  • 1.3. Conflict: Any terms and conditions contained in the Seller's quotation, acknowledgment, invoice, or other documents that are inconsistent with or in addition to these Terms are hereby rejected by the Buyer and shall be void and ineffective.

2. Price and Payment

  • 2.1. Price: The prices for the Products shall be those specified in the PO. Unless otherwise agreed in writing by an authorized representative of the Buyer, such prices are fixed, all-inclusive, and not subject to escalation.
  • 2.2. Invoicing: The Seller shall submit invoices that clearly reference the PO number, item number, quantity, description of the Products, and unit price, and other information as may be specified by the Buyer from time to time.
  • 2.3. Payment Terms: Unless otherwise specified on the face of the PO or mutually agreed to between the Parties in a duly executed agreement, the Buyer shall pay all undisputed, properly submitted invoices 45 days after the later of: (a) the date of acceptance of the Products; or (b) the date of the Buyer’s receipt of a correct invoice.
  • 2.4. Taxes: The prices specified in the PO include all applicable federal, state, and local taxes, duties, tariffs, and other governmental charges, except for sales, use, or similar transaction taxes which the Buyer is required by law to pay directly to the taxing authority.
  • 2.5.  Bank Charges. The party receiving payment will be responsible for bank and credit card charges assessed by its bank or the credit card issuer.

3. Delivery and Risk of Loss

  • 3.1. Delivery Schedule: Time is of the essence. The Seller shall deliver the Products in the quantities and on the date(s) specified in the PO. The Buyer reserves the right to refuse any Products that are delivered early or late.
  • 3.2. Shipping: All deliveries shall be made DDP (Incoterms 2020). Risk of loss or damage to the Products remains with the Seller until the Products are physically delivered to and accepted by the Buyer at the designated delivery point.
  • 3.3. Packaging and Documentation: All Products must be securely packed and clearly labeled with the Buyer’s PO number. The Seller shall include a packing slip and test documents, as applicable, with all shipments.
  • 3.4. Delay: If the Seller anticipates any failure to meet the delivery schedule, the Seller shall immediately notify the Buyer in writing of the delay, the reasons, and the estimated new delivery date. The Buyer may, without liability, terminate the PO if the delay is unacceptable, as determined in the Buyer’s sole discretion.

4. Inspection, Acceptance, and Rejection

  • 4.1. Inspection: The Buyer shall have the right, but not the obligation, to inspect the Products within 10 business days following delivery (the "Inspection Period"). Failure to inspect or pay for Products during the Inspection Period shall not constitute acceptance of any nonconforming Products.
  • 4.2. Rejection: If any Products are found to be nonconforming during the Inspection Period, the Buyer may, at its sole option and expense: (a) reject the nonconforming Products and demand replacement, rework, or repair; (b) return the nonconforming Products to the Seller at the Seller's expense for a full refund; or (c) accept the nonconforming Products at a negotiated reduced price.
  • 4.3. Remedies: The remedies set forth in this Section 4 are cumulative and in addition to any other remedies available at law or equity.

5. Warranties

  • 5.1. General Warranty: The Seller warrants to the Buyer that all Products furnished to the Buyer shall: (a) be free from defects in materials, workmanship, and design; (b) conform strictly to all specifications, drawings, samples, and descriptions provided or referenced; (c) be merchantable and fit for their intended purpose; and (d) be free and clear of all liens, claims, and encumbrances.
  • 5.2. Warranty Period: This warranty shall survive acceptance and payment and shall be in effect for a period of one year from the date of acceptance by the Buyer.

6. Indemnification

  • 6.1. General Indemnity: The Seller shall indemnify, defend, and hold harmless the Buyer, its affiliates, directors, officers, and employees, from and against all claims, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Seller's breach of any warranty or covenant in these Terms; (b) any defect in the Products; or (c) any negligent or wrongful act or omission of the Seller or its agents, employees, or subcontractors.
  • 6.2. IP Indemnity: The Seller shall defend and indemnify the Buyer against all claims that the Products infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right of a third party.

7. Termination

  • 7.1. Termination for Cause: The Buyer may terminate the PO, in whole or in part, immediately upon written notice to the Seller if the Seller (a) fails to make delivery within the time specified; (b) fails to replace or correct nonconforming Products; or (c) materially breaches any other provision of the PO or these Terms.
  • 7.2. Termination for Convenience: In addition to any other rights of the Buyer to cancel or terminate, the Buyer may terminate this PO, in whole or in part, at any time and for any reason immediately upon written notice to the Seller. In the event of such termination, the Buyer shall pay the Seller for all conforming Products delivered and accepted prior to the effective date of termination. 
  • 7.3 Effect of Termination. Upon notice of termination by the Buyer, the Seller shall immediately stop work on the Products and shall use best efforts to re-use and or re-allocate resources to minimize cost impacts. 

8. Intellectual Property and Deliverables

  • 8.1 Definitions. “Intellectual Property” means anything protectable by an Intellectual Property Right. “Intellectual Property Right(s)” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights. “Pre-Existing  IP” means all Intellectual Property owned or licensed by a party (A) before starting the Services or (B) independent of the Agreement. “Developed IP” means any Intellectual Property created or discovered by Contractor or Taara in connection with this Agreement. “Deliverables” means any work product (including third party materials) provided by the Seller to the Buyer under this Agreement.
  • 8.2 Pre-Existing IP. Except for the license rights under Section 10 (Licenses), neither party will own or acquire any right, title, or interest to the other party’s Pre-Existing IP under this Agreement.
  • 8.3 Third Party Materials. The Seller will not incorporate any third party’s Intellectual Property or any open source materials into any Deliverable without the Buyer's prior written approval of: (a) such incorporation; and (b) any applicable license terms.
  • 8.4 Developed IP; Deliverables. 
  • a. Title to Deliverables. Title to the Deliverables will transfer to the Buyer upon delivery.
  • b. Ownership of Developed IP. The Buyer owns any Developed IP. The Seller assigns all right, title, and interest in the Developed IP, including Intellectual Property Rights, to Buyer. The Seller will procure the assignment to the Buyer of all rights in the Developed IP not owned by the Seller. If applicable law prevents future assignments, the Seller will assign (or will procure the assignment of) such rights as they are created.
  • c. License to Developed IP if Assignment Fails. If applicable law prevents the Seller from transferring ownership of any Developed IP to Buyer, the Seller grants to the Buyer a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to: (1) reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Developed IP; and (2) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Developed IP.
  • d. Assistance to Accomplish Assignment. If requested by the Buyer, the Seller will timely perform all acts reasonably necessary to accomplish the assignments and other transactions specified in this Agreement.
  • e. Moral Rights in Deliverables. The Seller will not assert, and to the extent permitted by applicable law, otherwise waives, any moral rights in the Deliverables and Developed IP. The Seller will ensure that the Seller’s personnel and other third parties who have moral rights in the Deliverables and Developed IP will also not assert, and to the extent permitted by applicable law, will waive, those moral rights.

9. Licenses

  • 9.1 Buyer’s Pre-Existing IP and Developed IP. If the Buyer permits the Seller to use any of the Buyer’s Pre-Existing IP or the Developed IP to provide the  Buyer with the Services or Deliverables, then subject to this Agreement, the Buyer grants to the Seller a limited, non-exclusive, non-transferable, royalty-free, fully-paid, worldwide license (with the right to sublicense to its delegates and subcontractors authorized by the Buyer to do the following, during the term of the applicable POr or SOW, solely for the purpose of, and only to the extent needed for, performing the Services and providing the Deliverables:
  • a. reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Pre-Existing IP and Developed IP;
  • b. make, use, and import such Pre-Existing IP and Developed IP; and
  • c. use brand features provided by the Buyer under this Agreement and any restrictions specified in the purchase order, SOW, or by Taara’s authorized personnel.
  • 9.2 Seller Pre-Existing IP. If the Seller’s Pre-Existing IP is incorporated in, or is necessary to use, any Deliverable: 
  • a. Subject to Section 9.3 (Third Party Materials), the Seller will describe its Pre-Existing IP in writing if requested by the Buyer; and 
  • b. The Seller grants to the Buyer and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to do the following: (1) reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Pre-Existing IP in connection with the Deliverables and Developed IP; and (2) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Pre-Existing IP in connection with the Deliverables and Developed IP.

10. Confidentiality

  • 10.1 Definition. “Confidential Information” means information that one Party (or an affiliate) discloses to the other Party, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Each party’s Pre-Existing IP is its Confidential Information. The Developed IP and Deliverables are the Buyer’s Confidential Information. 
  • 10.2 Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information, except to employees, Affiliates, agents, professional advisors, or third-party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
  • 10.3 No Rights. Except for the limited rights under this Agreement, neither party acquires any right, title, or interest in the other party's Confidential Information.
  • 10.4 Independent Development. Each party acknowledges that the recipient may develop or receive from third parties Intellectual Property that may be similar to the discloser’s Confidential Information. This Agreement does not prevent the recipient from developing or purchasing products or services, for itself or others, that compete with those of the discloser, so long as the recipient does not do so in breach of this Agreement. Each party is free to use for any purpose any Residuals acquired by that party if that use does not breach the non-disclosure requirements of this Agreement. “Residuals” means information in intangible form that an individual retains in unaided memory without intentionally memorizing that information.
  • 10.5 No Publicity. Neither party may make any public statement regarding this Agreement without the other’s written approval.

11. Governing Law

  • 11.1. The PO and these Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. Any disputes shall be resolved exclusively in the federal or state courts of Santa Clara County, California, USA, and the parties consent to personal jurisdiction in those courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  • THIS PURCHASE ORDER IS SUBJECT TO THE FOREGOING TERMS AND CONDITIONS.
  • BY ACCEPTANCE OF THIS PURCHASE ORDER, THE SELLER AGREES TO ALL TERMS AND CONDITIONS HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE SELLER ARE HEREBY REJECTED.