1. General
The Purchase Order ("PO") constitutes an offer by geniant to purchase the Products and/or Services subject to the conditions set forth herein or in any PO (the “Conditions”). If the PO has been issued in response to Consultant's proposal (and/or based on an agreed price list), and if any of these Conditions add to or vary from or conflict with any terms of Consultant's proposal, then the issuance of this PO by geniant shall constitute an acceptance of Consultant's proposal subject to the express conditions that Consultant acknowledges and accepts the additional, different and conflicting terms detailed herein and acknowledges that this PO constitutes the entire agreement between Consultant and geniant with respect to the subject matter hereof and the subject matter of Consultant's proposal. No variation to the PO or to these Conditions shall be binding unless agreed in writing between geniant and the Consultant. In the event that the parties execute an additional agreement or document relating to this PO, then these Conditions shall be supplemental to the terms of such agreement but in an event of inconsistencies, the terms of the agreement shall prevail.

2. Warranties and Representations
Consultant warrants that it has the right to provide the Products and/or Services in accordance with this PO. In the provision of the Products and/or services under the respective PO and in every activity connected therewith, Consultant shall fully comply with all applicable federal, state, and local (county and municipal) laws including the procurement of any necessary permits and licenses in the relevant jurisdiction. Consultant expressly warrants that all Products and Services supplied to geniant by Consultant pursuant to this PO shall conform to the specifications, drawings or other descriptions, upon which this PO is based upon and will be of new manufacture, good workmanship and materials, free from design defect, claim, encumbrance or lien, and that the manufacture, production, installation and sale, license to or use by geniant of these Products and/or services are in compliance with any and all applicable Laws. Consultant warrants that the Services shall be performed in a professional and workmanlike manner and with the best care, skill and diligence with best practice in the Consultant's industry, profession and trade. Consultant further warrants that the Products and/or Services supplied under this PO and their use shall not infringe any copyright, patent, trademark, commercial secret or any other third party's proprietary rights, and no claim, action, suit regarding the infringement of the above-mentioned proprietary rights has been made or pending against Consultant or other person and/or entity on its behalf. The warranties expressed herein shall be construed as consistent and cumulative with each other and with all warranties implied by law. Should the use of any Products or Services purchased from Consultant be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Consultant shall, at its sole cost and expense, either (w) obtain the right to continue using the Products or Services; or (x) substitute fully equivalent non-infringing Products or Services ; (y) modify the Products or Services so that they no longer infringe but remain fully equivalent in functionality and performance; or (z) if none of the foregoing is possible, refund all amounts paid for the infringing Products or Services.

3. Delivery and Acceptance
If Consultant fails to meet such schedules or to deliver the service to geniant's satisfaction, geniant shall be entitled to cancel this PO or delay the payment to the Consultant and under such circumstances Consultant shall have no rights or claims against geniant. Partial deliveries are not permitted without geniant's prior written consent. Risk and title to the Products shall pass to geniant upon the completion of delivery. If payment for the Products is made prior to delivery, the title shall pass to geniant on the day of payment. If the Consultant has delivered Products that do not comply with the provisions set out in the PO, then without limiting its other rights of remedies, geniant shall have the following rights, whether or not it has accepted the Products; (i) to reject the Products (in whole or in part) whether or not title has passed and to return them to the Consultant at the Consultant's own risk and expense; (ii) to require the Consultant to replace the rejected Products, or to provide a full refund of the fees of the rejected products (if paid); (iii) to refuse to accept any subsequent delivery of the Products which the Consultant attempts to make; (iv) to recover from the Consultant any expenditure incurred by geniant in obtaining substitute products from a third party; and (v) to claim damages for any additional costs, losses or expenses incurred by geniant arising from the Consultant's failure to supply Products in accordance with the Conditions and/or the PO.

4. Intellectual Property
All materials including any specifications, plans, data, reports or other information relating to the Products and/or Services supplied by geniant, as part of the Services (and any copies made by or for the Consultant) shall be the exclusive property of geniant, and shall only be used for the purposes of performing the Services and shall be treated by the Consultant as strictly confidential and shall be immediately returned to geniant with the termination of the Services. geniant shall have full and exclusive right, title and interest free from all third-party rights, in and to all documents, deliverables, materials, computer programs (including both object and source code), or any other works made, designed or conceived by Consultant and/or its employees arising out of or relating to the provision of the Services and/or Products ("Work Product"). This shall include, without limitation: (i) all general and specific knowledge, experience and information developed, acquired or conceived by and from the Consultant in performing its obligations under this PO, and (ii) all physical manifestations or embodiments of such knowledge, experience and information, including without limitation, all computer subsystems, pilot and prototype models, magnetic or laser media, operating instructions and manuals, source and object codes, equipment designs and specifications, patent rights, information, patent applications, copyrights, engineering information, specifications, test procedures, and all other documents, writings and all copies thereof developed or made by Consultant in performing its obligations under this PO. Consultant shall promptly provide such Work Products to geniant upon the earlier of geniant’s request, the termination, conclusion or expiration of the applicable PO. Consultant and its employees hereby transfer and assign all rights, title and interest in, and to, any such Work Products to geniant (or its designee). Consultant further agrees to execute, if necessary, and to cause its employees to execute, any and all documentation necessary to effectuate such transfers and assignments. The Consultant shall obtain waivers of all moral rights in the Work Products, including for the avoidance of any doubt the deliverables of the Services to which an individual is now or may be in the future time entitled to under any applicable law.

5. Payments

(a) Consultant shall formally confirm acceptance of PO within 5 (five) business days of receipt by emailing back a signed copy of the PO to geniant. In case Consultant fails to confirm acceptance within 5 (five) working days of receipt, it shall be deemed as Consultant's confirmation of acceptance. In any event, the supply of a PO or any part thereof by Consultant to geniant shall be deemed as Consultant's approval and confirmation to a PO in accordance with all the terms and condition included herein. Any additional terms and/or conditions attached to Consultant's confirmation of this PO and/or to the products and/or services and/or in any other way, shall be considered null and void and failure of geniant to respond/or execution of the transaction by geniant shall in no way be construed as acceptance of same by geniant. Where the Services are provided on a time and material basis, the amount of the PO is a budgetary estimate only and the actual payment will be subject to geniant prior written approval.

(b) Unless otherwise approved by geniant procurement department in writing, any invoice issued by Consultant must reference the applicable PO. Invoices which do not reference the applicable PO or any request for payment which is not supported by a valid PO will be considered null and void and will not be paid. If the invoice does not match the PO, for any reason, it will be returned to the Consultant for resolution. Unless otherwise stated in the PO, the prices specified in the PO are inclusive of all the boxing, packing, crating, loading and transportation costs, fees, levies and insurance. Consultant undertakes at its own risk and expense to obtain any license and/or approval and/or other official authorization necessary for the performance of this PO including the exportation of the Products. All payment for undisputed invoices shall be as per geniant payment policy and cycle. No payment shall be made for any disputed bills unless the dispute/defect as raised by geniant is fully settled/rectified by Consultant to geniant's satisfaction.

(e) All fees under these Conditions are inclusive of any and all taxes and charges imposed or levied by any governmental agency or tax administration except value added tax, sales tax, goods and services tax and similar indirect taxes (the "Indirect Taxes"), if applicable. Indirect Taxes shall be charged on and added to all amounts payable hereunder, if applicable and as required by law. Notwithstanding anything to the contrary in these Conditions, geniant shall be entitled to deduct and withhold from any payment payable or otherwise deliverable pursuant to these Conditions such amounts as are required to be deducted or withheld under any applicable law, unless the Consultant provides geniant with an exemption from such withholding tax, or a withholding certificate from the relevant tax authority as well as any other document reasonably requested by geniant, including a valid tax residency certificate issued by the government of its jurisdiction of incorporation, that determines the withholding rate or tax amount (the "Valid Certificate") to the full satisfaction of geniant, in which case, the deduction and withholding of relevant taxes shall be in accordance with such Valid Certificate. If any amounts are withheld or deducted for tax purposes, such amounts shall be deemed to have been paid to the Consultant and the Consultant shall be provided with a document evidencing such tax withholding.

(f) geniant shall be entitled at all times to set off any amount owing at any time from Consultant to geniant (or any of its affiliates) against any amount payable at any time by geniant (or any of its affiliates) to Consultant. In addition and to the extent applicable, in case of termination or anticipated breach by Consultant, or where geniant has reasonable ground to believe that Consultant fails to duly pay its sub-contractors for the Products and/or Services, then geniant shall be entitled to make such payment on behalf of Consultant and set off the applicable amounts from any amount payable at any time by geniant to Consultant.

(g) geniant shall be entitled to reduce and/or cancel the Purchase Order and/or postpone the date of supply at any time prior to the commencement of the Services ordered or the Purchase Order with immediate effect. In such event Consultant shall have no claims and/or demands and shall not be entitled to any compensation and/or indemnification of any kind regarding the aforesaid. geniant shall also have the right to terminate the Purchase Order for any reason whatsoever at any time after the commencement of the Services ordered or the Purchase Order by providing Consultant a seven (7) days written notice, and in such case geniant shall pay only for any Product or Services actually accepted by geniant prior to the date that termination becomes effective (if geniant has paid in advance any fees covering a fixed period of services then Consultant shall immediately reimburse the pre-paid amounts on a pro-rata basis). Unless geniant has requested and received a refund in respect of any undelivered Product(s) or terminated Services, it shall be entitled to the delivery of all Product(s) and completion of all Services for which it has paid prior to the effective date of the termination

6. Limitation of Liability GENIANT SHALL NOT BE LIABLE TO THE CONSULTANT OR ANY THIRD PARTY ON ITS BEHALF UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR, ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER RELATED TO THIS PO OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION, AND WHETHER OR NOT GENIANT HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES AND REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE SHALL GENIANT’S AGGREGATE LIABILITY TO CONSULTANT ARISING FROM OR OUT OF OR RELATING TO EACH PO OR ORDER EXCEED FIFTY PERCENT (50%) OF THE FEES ACTUALLY PAID UNDER THE RELEVANT PO OR ORDER DURING A PERIOD OF SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7. Indemnification
Consultant shall defend, indemnify and hold harmless geniant and its respective directors, officers, employees, affiliates, representatives or any other entity on its behalf from and against any and all claims, actions, demands, legal proceedings, judgments, liabilities, loss, damages, judgments, authorized settlements, costs or expenses, including without limitation reasonable attorneys' fees or other professional advisers' fees, and any consequential loss arising out of or in connection with any alleged or actual: (a) Infringement by Consultant, its agents, employees or subcontractors, of a copyright, patent, trademark, trade name, trade secret, or other proprietary or intellectual property right of any third party; (b) claim made against geniant by a third part for death, personal injury or damage to real or tangible personal property alleging that the Products and/or Services under this PO have caused bodily injury (including death) or have damaged real or tangible personal property; (c) beach of any of the Consultant's warranties contained in this PO; (d) breach of any of the Consultant's (and any third party on its behalf) confidentiality warranties. (e) Any violation by Consultant of any applicable Laws, (f) claim by or on behalf of Consultant's subcontractors, suppliers, employees or agents, (g) Willful, unlawful or negligent acts or omissions of the Consultant or its representatives in the provision of the Services and/or Products, Consultant's aforementioned obligations to indemnify geniant shall survive the expiration or termination of this PO by either party for any reason.

8. Audit Rights
Consultant shall, at no cost to geniant, maintain complete and accurate records sufficient to substantiate the accuracy of invoices given to geniant by Consultant, for the Products and/or Services provided by Consultant to geniant under this PO (collectively "Records"). Consultant will provide to geniant, its agent, or authorized representative access to such Records, as reasonably necessary to verify the accuracy of the invoices given to geniant by Consultant concerning the Products and/or Services provided by Consultant to geniant under this PO, or to enable geniant to meet applicable legal requirements.

9. Independent Contractor
It is hereby understood and agreed that the Consultant employees shall perform the Services and/or provide Products hereunder as employees of Consultant and that Consultant performs the Services and/or provide the Products hereunder as an independent contractor. There shall be no employer/employee relationship between Consultant and geniant and/or between the Consultant employees and geniant. In no circumstances shall Consultant employees be deemed to be employees, servants or agents of geniant. The Consultant employees shall have no claim upon geniant in respect of annual leave, public holidays, sick leave, or otherwise in respect of any claims under any relevant employee protection legislation or any other legislation or regulation affecting or relating to the relationship between an employer and an employee. Consultant hereby accepts exclusive liability for and agrees to hold geniant harmless for and indemnify geniant against the payment by geniant of any taxes, contributions or other amounts pursuant to any applicable laws based upon the salaries or payroll of "employees", as that term is defined for such purposes, and related to Consultant's performance of the Services and/or provision of the Products under the applicable PO.

10.Confidentiality
Consultant and any third party on its behalf shall maintain all oral or written information delivered to it with respect to a PO in full confidentiality. This obligation shall remain in force until the confidential information shall become public knowledge or upon receiving geniant’s written approval for its release. Upon geniant’s request, Consultant's employees, consultants and subcontractors shall sign a specific non- disclosure agreement. Without derogating the above-mentioned, Consultant must not make any use of geniant brand without the prior approval of geniant. Consultant and any third party on its behalf shall abide by geniant information security policy and procedures. Familiarization with such procedures is the responsibility of the Consultant's employees, consultants and subcontractors. Consultant will be fully responsible to any information security incident eventually proved as caused by the Consultant's employees, consultants and subcontractors. Consultant shall indemnify and hold geniant, its affiliates or any other entity on its behalf harmless from and against all claims, judgments, liabilities, loss and damages incurred as a result of such an incident. Consultant and its employees, consultants and subcontractors will comply with geniant information security requirements as brought to its knowledge before signing any agreement with geniant.

11.Hardware and Equipment
geniant may, at its sole discretion, provide Consultant and/or its employees hardware and/or other equipment (collectively: “Equipment”) for performing the Services. Should geniant decide to do so, all of the following shall apply: (a) The ownership and all other rights in the Equipment shall belong strictly to geniant and will not pass to Consultant and/or its employees; (b) Consultant shall be fully responsible and liable for any damage caused to the Equipment and shall fully indemnify geniant for the same; (c) Any use of the Equipment will be done by Consultant and/or its employees only for the specific Services for which the Equipment has been provided to, and in full compliance with any and all geniant’s and the relevant geniant customer’s policies, rules and regulations. geniant shall have the right at any time to shut down or prohibit any features or access to Consultant and/or its employees. geniant is and will be allowed at all times to access the Equipment (including remotely) and perform checks to ensure Consultant’s and its employees’ compliance; (d) Upon the earlier of: geniant's request for any reason, or the termination of the respective Service for any reason, Consultant shall immediately return to geniant the Equipment. Without derogating from any and all rights geniant may have and notwithstanding anything to the contrary – Consultant will not be entitled to invoice geniant until the Equipment has been returned to geniant to its satisfaction.

12. Assignment
Consultant's rights and obligations under a PO shall not be assigned, in whole or in part, to any third party without geniant's prior written consent. If geniant consents to any assignment or subcontract, Consultant shall remain liable and responsible for all of its obligations hereunder and shall guarantee performance by its assignee or subcontractor. geniant may subcontract and/or assign any of its rights or obligations hereunder to any geniant affiliate.

13. Insurance
Consultant shall obtain and maintain all applicable and appropriate insurance, (including, without limitation, workers' compensation, employers' liability, errors and omissions, professional liability and commercial general liability insurance) in an amount consistent with Consultant's industry practice. Each policy shall name geniant as a loss payee or additional insured, as appropriate. The Consultant shall, on geniant's request, provide geniant with a copy of its insurance certificates.

14. Governing Law
This Agreement shall be governed by the laws of the state of Texas without regards to its choice of law provisions, and venue for any controversy between the parties is exclusively vested in the state and federal courts located within Dallas county, Texas.