LYFT STANDARD TERMS AND CONDITIONS
GOODS AND SERVICES

  1. Acceptance of Order by Seller: The earliest to occur of the following acts by Seller (as defined herein) shall constitute acceptance of these terms (“Terms”) : (i) Seller’s receipt of a purchase order from Buyer (as defined herein) referencing these Terms (the “Order”), (ii) delivery of any goods ordered to Buyer, (iii) Seller’s commencement of performance of services for Buyer; or (iv) Seller’s acceptance of payment from Buyer for any goods or services.
  2. Price: Seller shall furnish the goods or services stated in this Order in accordance with the price, delivery and terms stated in the Order. All prices include all applicable taxes required by law to be paid by Seller. All payment shall be made in United States dollars and shall be due within 90 days of invoice. Seller shall issue an invoice to Buyer only after Buyer has exercised its right of inspection, acceptance or rejection set forth below.
  3. Quantities: The quantity of goods ordered must be delivered in full. Any unauthorized quantity is subject to rejection and return at Seller’s expense.
  4. Inspection, Acceptance or Rejection by Buyer: All goods shall be received subject to Buyer’s right of inspection and acceptance or rejection and all services shall be provided subject to Buyer’s acceptance or rejection. Defective goods or goods not in accordance with Buyer’s specifications will be held for Seller, at Seller’s risk, and if Seller so directs, will be returned at Seller’s expense. If inspection discloses that part of the goods received are not in accordance with Buyer’s specifications, Buyer shall have the right to cancel any unshipped portion of the Order without liability to Seller. In the event that services are rejected by Buyer, Buyer may at its election (i) demand that Seller re-perform the services subject to Buyer’s right of acceptance or rejection or (ii) terminate the Order without liability to Seller. Payment for goods or services in the Order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller.
  5. Warranty: Seller warrants that any goods sold by Seller to Buyer hereunder will be of merchantable quality; will conform to applicable specifications, drawings, or descriptions furnished by Buyer; will be free from defects in design, material, and workmanship; and will be sufficient and fit for the purposes intended by Buyer. Seller warrants that any services provided by Seller to Buyer hereunder will be performed in a professional and workmanlike manner in accordance with recognized industry standards. Buyer’s approval of design furnished by Seller shall not relieve Seller of its obligations under this paragraph. The warranties of Seller, together with its service guarantees, shall run to Buyer and its agents, contractors, customers, divisions, subsidiaries and affiliates.
  6. Cancellation: Buyer reserves the right to cancel all or any part of the undelivered portion of the Order, without liability to Seller, (i) at any time upon written notice to Seller, (ii) if Seller does not make deliveries as specified, time being of the essence of the Order, or (iii) if Seller breaches any of the Terms hereof, including, without limitation the warranties of Seller.
  7. Delays in Delivery: Seller will not be liable for delays in delivery due to force majeure. However, in such event, Buyer, in its sole discretion, may either approve a revised delivery schedule or terminate the Order either in whole or in part without liability.
  8. General Indemnification: Seller, its heirs, successors and assigns, shall indemnify, defend, and hold Buyer, its agents, divisions, subsidiaries and affiliates harmless against all claims, suits, judgments, court costs, attorney’s fees and other liabilities, demands or losses arising in whole or in part from: (i) personal injury or property damage caused by goods and/or services furnished by Seller pursuant to the Order, (ii) any allegations arising from or related to Seller’s breach of its obligations hereunder or violation of applicable law; (iiii) allegations of defects and actual defects in goods sold by Seller to Buyer pursuant to this Order. Seller shall have the right to be represented in the defense thereof by counsel of its own selection and at its own expense.

    Seller acknowledges and agrees that the goods and products covered by the Orders may also be incorporated into finished product(s) of Buyer, and therefore, Seller will indemnify and hold harmless Buyer from any and all costs or recalls of said defective products, including without limitation, costs incurred in transportation, labor, removal, installation, fines, penalties, attorney fees, claims, damages, demands, suits, actions and/or judgments arising out of said recalls due to a failure, in whole or in part, to conform to the specifications, drawings, samples or other information furnished by Buyer to Seller to satisfy its Orders. Seller further grants Buyer the right, but not the obligation, to rework defective articles or materials provided by Seller and to charge back to Seller all costs associated with this remedial effort.
  9. Intellectual Property Indemnity: Seller, its heirs, successors, assigns and legal representatives, shall indemnify, defend and hold Buyer, its agents, divisions, subsidiaries and affiliates harmless against all claims, suits, judgments, court costs, attorneys’ fees and other liabilities, demands or losses incurred by, assessed against or borne by Buyer by reason of any and all actions or proceedings claiming infringement, misappropriation, or violation of any patent, trademark or copyright, or any other intellectual property right by reason of the sale or use of goods delivered by Seller in fulfillment, in whole or in part, of any Order issued by Buyer, and whether or not such infringement alleged pertains only to Seller’s goods, or in conjunction with use of Seller’s goods in conjunction with other goods used by Buyer. If the use or sale of any goods with respect to which Seller indemnifies Buyer is enjoined as a result of such action or proceeding, Seller, at no expense to Buyer, shall obtain for Buyer the right to use and sell the subject goods or shall promptly substitute equivalent goods. In the event that Seller is unable to secure an equivalent item as a substitute, Seller will further indemnify Buyer for all losses or damages resulting therefrom.
  10. Intellectual Property: Seller agrees to disclose in writing to Buyer all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Seller may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with this Order or that result from or that are related to this Order, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (“Innovations”). Notwithstanding any failure by Seller to disclose such Innovations in accordance with the previous sentence, Seller and Buyer agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by Buyer. Seller agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of Buyer. Seller hereby irrevocably transfers and assigns to Buyer, and agrees to irrevocably transfer and assign to Seller, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights therein (collectively, “Intellectual Property Rights”). At Buyer’s request and expense, during and after the term of this Agreement, Seller will assist and cooperate with Buyer in all respects and will execute documents, and, subject to the reasonable availability of Seller, give testimony and take such further acts reasonably requested by Buyer to enable Buyer to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Seller hereby appoints the officers of Buyer as Seller’s attorney-in-fact to execute documents on behalf Buyer for this limited purpose.
  11. Applicable Laws: Seller warrants that in the performance of the Order, Seller will comply with all applicable federal, state, and local laws and ordinances and all lawful orders, rules and regulations thereunder.
  12. Assignment: The Order and these Terms may not be assigned by Seller without Buyer’s written consent. Any attempted assignment or delegation by Seller without prior written consent from Buyer will be null and void. Buyer may assign all or part of the Order and these Terms. Subject to the foregoing, the Order and these Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
  13. Title: Title to goods shall pass to Buyer at the time of delivery. Risk of loss shall pass to Buyer following Buyer’s inspection and acceptance of the goods delivered.
  14. Packing and Shipping: Seller shall not charge for packaging, storage or transportation and goods will be delivered in accordance with Incoterms 2010 DAP Buyer’s designated facility. Goods shall be packaged, marked and prepared in accordance with best commercial practices and marked and labeled as required by applicable laws and regulations. An itemized packing list must accompany each shipment of goods.
  15. Confidential Information: All written and oral information obtained by Seller from Buyer in connection with the Order or these Terms and which is identified as proprietary and/or confidential or which a reasonable person should know is confidential is received in confidence and shall remain property of Buyer and shall be used and disclosed by Seller only to the extent necessary for Seller’s performance under the Order or these Terms.
  16. Liens/Waivers: Seller shall deliver the goods to Buyer free and clear of all liens, claims or other encumbrances. Seller shall notify Buyer of any lien rights that could be asserted by Seller or any third party and shall furnish at Buyer’s request waivers by Seller and all other persons entitled to assert any lien rights in connection with the performance of the Order.
  17. Independent Contractors: The parties shall be independent contractors in their performance under these Terms, and nothing contained in these Terms shall be deemed to cause either party to be deemed an employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
  18. Press Releases: Seller shall not issue a press release or other public announcement concerning these Terms, the relationship between the parties or referencing Buyer by name without obtaining Buyer’s prior written consent.
  19. Insurance: Insurance: In the event that Seller is providing goods and/or services to Buyer, Seller shall maintain in force for the entire duration of its obligations under the Order and any Other Agreement (defined below) that may exist, at Seller’s own expense, at least the following insurance coverages:
    1. Workers Compensation in accordance with state statutory laws, including employers’ liability with minimum limits of $1,000,000 each accident; and
    2. Commercial General Liability insurance with minimum limits of $1,000,000 each occurrence, $2,000,000 general aggregate; and
    3. Commercial Automobile Liability insurance with minimum limits of $1,000,000 each accident for third party bodily injury and property damage, including uninsured/underinsured motorists coverage; and
    4. Professional Liability / Errors & Omissions Liability insurance with minimum limits of $1,000,000 each claim.
    All policies maintained by Seller shall be written as primary policies, not contributing with and not supplemental to coverage Buyer may carry and will contain a waiver of subrogation against Buyer and its insurance carrier(s) with respect to all obligations assumed by Seller under these Terms. Buyer must be included as Additional Insured under the liability policies listed above. The fact that Seller has obtained the insurance required hereunder shall in no manner lessen or otherwise affect such Seller’s other obligations or liabilities set forth in these Terms. Seller shall furnish Buyer with certificates of insurance evidencing compliance with all insurance provisions set forth herein and providing for 30-days notice of cancellation.
  20. Definitions:
    1. Whenever the term “Seller” is used herein, it refers to the person or entity to which the Order is addressed.
    2. Whenever the terms “Buyer” is used herein, it refers to the entity specified as the “purchaser” or “buyer” (or the like) on the purchase order.
  21. Notice; Severability: Any notice from one party to the other shall be in writing and either personally delivered or sent via reputable international express delivery courier or certified or registered mail, or by electronic mail, to such other party at the address specified in the Order associated with these Terms, or at such other address as such party may from time to time designate in a notice to the other party. If a court of law finds any provision of these Terms unenforceable, the parties agree to remove the offending provision and all other terms shall remain in full force and effect.
  22. Waiver: The failure of Buyer to insist upon the performance of any provision of this Order or to exercise any right or privilege granted to Buyer under this Order shall not be construed as waiving any such provision, and the same shall continue in force.
  23. Governing Law: These Terms and the Order are to be interpreted in accordance with, and performance governed by the laws of the State of California, without regard to its conflicts of laws provisions. Exclusive jurisdiction and venue for any litigation arising under these Terms is in the federal and state courts located in the County of San Francisco, California and Seller hereby consents to such jurisdiction and venue for this purpose.
  24. Incorporation by Reference: Each party hereby agrees that these Terms are incorporated by reference into the Order and any other oral or written agreements that may exist between the parties, whether entered into prior to or contemporaneously with the Order (each, an “Other Agreement” and collectively, the “Other Agreements”). In the event of any conflict between the subject matter of these Terms and that of any Other Agreement, the Terms shall automatically supersede such Other Agreement and control and take precedence with respect to such subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by both parties hereto. For the avoidance of doubt, any additional or different terms appearing on any agreement, invoice, purchase or insertion order or other document, including terms and conditions in standard or pre-printed documents or on Buyer’s website, product or application, that are inconsistent with these Terms shall be void and have no force or effect.