Hasbro Promotions & Direct, Inc. (the "Company"), a Delaware corporation hereby orders the merchandise specified on the Company Purchase Order, subject to and upon the express terms and conditions hereof. Reference herein to "this Order" shall be deemed to include all orders accompanying or subsequently transmitted from Hasbro’s ecommerce platform directly or through a third-party partner and shall include the shipping, handling and routing instruction and Purchase Order information referenced below. VENDOR’S ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO SUCH TERMS AND CONDITIONS, AND AN ACCEPTANCE STATING ADDITIONAL OR DIFFERENT TERMS WILL BE DEEMED A REJECTION OF THIS ORDER. IF NO NOTIFICATION IS RECEIVED BY THE COMPANY WITHIN 5 DAYS OF RECEIPT OF THIS ORDER, OR IF SHIPMENT OF ANY PART HEREOF IS MADE, IT IS UNDERSTOOD THAT THE TERMS AND CONDITIONS OF THIS ORDER ARE SATISFACTORY TO AND ACCEPTED BY THE VENDOR.

1. Governing Terms; Performance - All Orders shall be governed by and subject to the express terms and conditions contained in (i) this "Hasbro Terms of Purchase Order", (ii) the information in the Order itself, (iii) the information in a document accompanying the Order, setting forth terms with respect to price, quantity, etc., (iv) the Company’s standard General Shipping and Routing Instructions either accompanying this Purchase Order or previously transmitted to Vendor and (v) in the case of orders transmitted electronically from Hasbro’s ecommerce platform directly or through a third party partner, by the terms contained in such transmission (the "Purchase Order Information"). Performance of this Order must be in accordance with its terms, dating and conditions. No variation or modification of this Order for the purchase by the Company of any merchandise whatsoever, whether in existence or to be manufactured for it, is binding upon the Company (unless such variation or modification is specifically set forth in writing and signed by a Vice President of the Company or transmitted by the Company through a computer based telecommunications system utilizing the appropriate security code) before merchandise is shipped. Company may change the Purchase Order Terms and Conditions from time to time and such changes will be effective for all subsequent Orders.

2. Forms and Approval - All Orders (or modifications to an Order) are void unless transmitted by the Company electronically from Hasbro’s ecommerce platform directly or through a third-party partner or through Company’s PO system.

3. Delivery; Non-Conforming Goods or Delivery - Time of delivery at the Company’s designated receiving facility (or in the case of drop-ship, to the end customer) is of the essence with respect to this Order. If goods or tender of delivery fail in any respect to conform to the terms of this Order or are otherwise non-conforming, the Company may in its sole discretion, (1) reject the whole or (2) accept the whole or (3) accept any part and reject the balance. ALL REJECTIONS ARE SUBJECT TO BEING RETURNED AT VENDOR’S SOLE COST AND EXPENSE UNDER PROVISIONS OF SECTION 7 OF THE UNIFORM STRAIGHT BILL OF LADING VIA COLLECT MOTOR FREIGHT WITHOUT NOTICE TO OR AUTHORIZATION FROM VENDOR. Vendor shall destroy all rejected merchandise that bears the trade name or other intellectual property of Company. Rejection of non-conforming merchandise shall be considered timely if made a reasonable time after identification of such defect to the Company by its customers. Resale or redisplay of goods shall not be considered an acceptance of goods so as to bar the right of the Company to reject them.
   Acceptance of non-conforming merchandise by the Company shall not be deemed a waiver of the Company’s right to recover damages or pursue any other remedy available to it under the Uniform Commercial Code as in effect in the State of Rhode Island, nor shall the return of non-conforming merchandise to Vendor relieve Vendor of its liability for shipping such non-conforming merchandise. For purposes of this Order, non-conforming merchandise shall include, but not be limited to, the following: (1) goods received before the "not to be received before" date (2) goods received after "cancel if not received by" date (3) goods shipped after Order cancelled (4) defective merchandise (5) merchandise received in excess of quantity shown on purchase order (6) merchandise shipped not the same as merchandise order (substitution) or (7) merchandise otherwise not meeting the specifications set forth in this Order or shipped in contravention of any term or condition of this Order. If there are deviations from routing instructions, all transportation costs plus an administrative fee will be charged to Vendor’s account. Deviations from the Company’s standard General Shipping and Routing Instructions will also result in a 30 day delay in payment to Vendor on early shipments, or a charge for late shipments to offset additional material handling and/or storage cost resulting from the deviation.

4. Merchandising and Promotion - As necessary or appropriate for Company to sell the merchandise included in this Order online or otherwise, through normal and customary merchandising practices, Vendor grants Company a worldwide, non-exclusive right to use and display its Brand Marks through any distribution channel including without limitation, Company websites, and all other web sites linking or framing thereto. If advertising material or other content supplied by Vendor pertaining to its products, services or business embodies any intellectual property rights (including, but not limited to, work of authorship protected under U.S. or foreign copyright laws or any database interest protected under international laws or conventions), Vendor shall be responsible for securing rights and licenses necessary for the use and exercise of such interests pursuant to the Terms of this Purchase Order. Company shall remain solely responsible for the operation of its business and control of the programming, content and transactions over its website. "Brand Marks" means trademarks, service marks, trade names, logos, slogans and advertising (including text, graphic or audiovisual features of icons, banners, links, frames, etc. to the extent distinctive to a particular party) and, if provided by Vendor, images of persons (e.g., models) and depiction of characters or personages.

5. Warranty of Merchandise  – VENDOR EXPRESSLY WARRANTS THAT THE MERCHANDISE TO BE DELIVERED UNDER THIS ORDER WILL BE MERCHANTABLE, WILL CONFORM TO THE SAMPLES TO WHICH OR SPECIFICATIONS FOR WHICH THE ORDER WAS PLACED AND WILL BE OF THE BEST MATERIALS AND WORKMANSHIP, FREE FROM DEFECT. Without limiting the generality of the foregoing, Vendor guarantees that the weight, measures or sizes conform to the standards of the Unites States government. Vendor shall reimburse Company for any expenses incurred by Company to repair or replace defective or non-conforming merchandise.

6. Warranty on Price  – Vendor warrants that the prices for the merchandise sold to the Company hereunder are no less favorable than those currently extended to any other customer for the same or similar merchandise in similar quantities. In the event Vendor reduces its price for such merchandise during the term of this Order, Vendor agrees to reduce its prices of the merchandise ordered hereunder correspondingly. Vendor warrants that the prices shown on this Order shall be complete and no additional charges of any type shall be added without the Company’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating.

7. Implied Warranties  – The inclusion herein of express warranties and representations by Vendor shall not be deemed a waiver of such other warranties as may be implied in law or in fact or provided for by any federal, state, or local statute, regulation, rule or ordinance. All warranties, express or implied, shall survive inspections, acceptance and payment by the Company’s customers.

8. Risk of Loss– Inspection of and Title to Merchandise  – Risk of loss or damage, title and responsibility for the paperwork with regard to the merchandise ordered herein shall pass to the Company when the merchandise arrives at the FOB destination specified in the Order. The Company shall be under no duty to inspect goods before resale, although the Company shall have the right, at its option, to inspect the merchandise ordered before accepting delivery, including the right to inspect at any time. Resale, repackaging, repacking or displaying the goods shall not be considered an acceptance of the goods so as to bar the Company’s right to reject them. Complaints, notices of defects of merchandise or notices of other breach shall be considered timely if made within a reasonable time after identification of such defect or breach is given to the Company by the Company’s customers. The return of such defective or non-conforming merchandise shall not relieve Vendor from liability for failing to ship satisfactory merchandise under the contract; however, cure of non-conforming tender, including the making of replacement, may be made, but only with the express written consent of the Company. Failure of the Company to state the particular defect(s) upon which the Company’s rejection of the merchandise is based, shall not prevent the Company subsequently from relying on unstated defect(s) to justify its earlier rejection of the merchandise or to establish a breach of the Order by Vendor.

9. Risk of Loss – Inspection of and Title to Merchandise  – The Company reserves the right to return at Vendor’s expense any merchandise and cancel this Order where a claim is made that the sale by the Company of the merchandise subject to this Order infringes any alleged patents, designs, trade names, trademarks, copyrights, or any other personal, contractual or proprietary right of any third party, and Vendor agrees to indemnify, defend and hold Company, its parent corporation and other affiliates, harmless from and against any Losses (as defined below), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by reason of, resulting from or in connection with any claim that (i) the merchandise subject to this Order or any portion thereof or (ii) the advertising material or content supplied by Vendor violates or infringes upon any intellectual property right (including copyrights or trade secrets) of any other Person.

10. Indemnity Against Patent, Copyright and Trademark Actions   – The Company reserves the right to return at Vendor’s expense any merchandise and cancel this Order where a claim is made that the sale by the Company of the merchandise subject to this Order infringes any alleged patents, designs, trade names, trademarks, copyrights, or any other personal, contractual or proprietary right of any third party, and Vendor agrees to indemnify, defend and hold Company, its parent corporation and other affiliates, harmless from and against any Losses (as defined below), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by reason of, resulting from or in connection with any claim that (i) the merchandise subject to this Order or any portion thereof or (ii) the advertising material or content supplied by Vendor violates or infringes upon any intellectual property right (including copyrights or trade secrets) of any other Person.

11. Definition of Losses – “Losses” (or individually a "Loss") shall mean and include any loss, liability, obligation, claim, demand, lawsuit, action, damage or expense whatsoever (including attorneys’ fees) and interest and penalties.

12. Indemnity for Products Liability – Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses (as defined above), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by virtue of claims or demands of any kind which any purchaser of such merchandise from the Company or other person may make against the Company Indemnitees, whether or not such merchandise was manufactured by Vendor or whether or not the asserted defect was known or discovered by Vendor or the Company. Vendor shall procure and maintain adequate product liability insurance and shall, upon request, furnish to the Company certificates thereof in connection with this Order.

13. Compliance with Legislation and Indemnity – Vendor by accepting this Order, represents, warrants and guarantees that all applicable provisions of federal, state and local laws, ordinances, rules, codes and regulations which are applicable to the manufacture and/or sale of the merchandise have been complied with and that the price and other terms and conditions of the sale and the terms upon which all promotional and advertising matter are furnished by Vendor to the Company, comply therewith. Without limiting the generality of the foregoing, but as examples, Vendor represents, warrants and guarantees that (i) the weights, measures, sizes, fiber content, legends, words, particulars or descriptions, if any, stamped, printed or otherwise attached to the merchandise or containers or referring to the merchandise delivered hereunder, are true and correct and comply with the law; (ii) the merchandise delivered pursuant to this Order conforms and complies with and, where applicable, is registered pursuant to federal law, including, but not limited to, the applicable provision of the Textile Fiber Products Indemnification Act, the Flammable Fabrics Act of 1954, Wool Products Labeling Act of 1939, Poison Prevention Packaging Act, Tariff Act of 1930, Federal Food, Drug and Cosmetic Act, Consumer Products Safety Act of 1972, Federal Hazardous Substances Act of 1960, the Dog and Cat Protection Act of 2000, all as amended, and any generally similar requirement of state or local law in the geographic area to which the goods are delivered (the foregoing are hereinafter referred to in this section collectively as the "Acts"); (iii) the merchandise sold and the terms and conditions of sale conform with applicable Federal Trade Commission trade practice rules and regulations, if any; (iv) the merchandise sold complies with applicable labeling and invoicing laws, if any; and (v) all advertising matter furnished or approved in writing by Vendor to the Company complies with law. Vendor further agrees to provide to the customer at or before the time of invoicing, such documentation and certification(s) relating to the merchandise, its design and/or its manufacture as may be necessary or reasonably appropriate to establish and/or assure its qualifications for lawful sale and/or resale under the Acts and within the nation, state and locality of shipment. Alternately, the Vendor shall indicate on such invoice that it has an existing continuing guaranty or guarantees covering the merchandise sold, as such term or terms are defined in the Acts or the regulations promulgated thereunder, on file with the Federal Trade Commission. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses (as defined above), which may be asserted against, imposed upon, payable by, or incurred by them arising from violations or alleged violations of this section by Vendor or any of its affiliates. In addition, until such documentation and certification required under this section is received by the Company, no invoice submitted by Vendor shall become due and payable nor shall the period during which any benefit, payment or discount may be earned begin to run.

14. Merchandise and Manufacturing Standards

    a) Standards and Approval of Products. Vendor shall ensure that the products are of acceptable quality that satisfies consumer expectations, making them merchantable and fit for their intended and foreseeable uses. The products will be of such style and appearance as to be appropriate for and suited to their exploitation to the best advantage and to the protection and enhancement of the Brand Marks and the good will pertaining thereto. Vendor covenants and agrees and represents and warrants that the products will be designed, produced and distributed in accordance with all applicable laws, rules and regulations, including but not limited to federal, state and provincial laws, rules, and regulations, Data Protection Laws, and applicable industry standards (“Applicable Laws”). Furthermore, it is acknowledged and agreed that even if warning notices might otherwise be acceptable under Applicable Laws in lieu of compliance with a given Applicable Laws, Company shall be entitled to require actual compliance with such Applicable Laws, rather than just giving the warning notice. With respect to products that are toys, games or puzzles, Company reserves the right to have additional requirements, including without limitation, with respect to age-grading.

    (b) Approval of Products. In order to ensure that the products meet the above requirement, Vendor shall submit its proposed testing requirements to Company for Company’s approval. Vendor shall, prior to the date of first distribution of the products, submit to Company written laboratory reports confirming that the products conform to all Applicable Laws. Upon request by Company, Vendor shall provide Company with specific test data and in any case Vendor shall maintain such reports and other safety testing records, as well as all engineering design records, for the Safety and Testing Required Record Retention Period. In any event, first distribution approval shall not be granted prior to submission of the test reports as required above. Tests on products must be performed by an accredited testing laboratory, unless another laboratory is otherwise approved by Company in writing. Retesting must be conducted in accordance with national standards (for example, the Consumer Product Safety and Improvement Act), and in any event products must be retested regularly in keeping with industry best practices.

15. Responsible and Ethical Sourcing and Pre-Approval of Manufacturers.

    (a) Commitment to CSR, Ethics and Human Rights. Vendor covenants, agrees, represents and warrants that the Hasbro product will be manufactured, processed, finished and assembled in accordance with all Applicable Laws of the place where they are manufactured, processed, finished and assembled as well as in accordance with industry standards. Furthermore, Vendor acknowledges that Hasbro is deeply committed to Corporate Social Responsibility and has a significant interest in ensuring that the Hasbro products are manufactured in accordance with the highest ethical and business standards and a respect for human rights.

    (b) Hasbro’s Global Business Ethics Principles and Guide. Vendor covenants and agrees that any manufacturing facilities producing the Hasbro product (including, for the avoidance of doubt and without implied limitation, the manufacturer of any “blanks” that do not contain any aspect of Hasbro brands but onto which an element of the Hasbro brand is later printed, applied or affixed and the manufacturer of any components that contain an element of the Hasbro-brand ), including Vendor’s own such facilities and those of any third party manufacturer of the Hasbro product(s) (including without limitation suppliers and subcontractors), strictly comply and will remain in strict compliance throughout the Term with Hasbro’s Global Business Ethics Principles (the “Principles,” which can be found at https://csr.hasbro.com/en-us/csr/global-business-ethics-principles). The Principles and the Guide (collectively, the “Ethical Sourcing Program”) may be amended from time to time and are incorporated herein by reference.

    (c) Hasbro Approval and Audit of Manufacturing Facilities. Vendor shall, prior to the start of production or printing of any Hasbro-branded product , and upon request thereafter, provide to Hasbro a written disclosure of the name and location of any facility that is to be used for the production of Hasbro-branded product and obtain Hasbro's written approval of such Manufacturer to be used for production of the Hasbro product (s) per the requirement to (a) conduct a Responsible Business Alliance (RBA) audit; (b) achieve a Yellow or Green rating prior to starting initial production of Hasbro products, including the remediation of Hasbro-defined Zero Tolerance and Critical issues; (c) complete the Hasbro Ethical Sourcing Academy on-line course every 2 years; (d) immediately report any worker fatalities or serious injuries to Hasbro Ethical Sourcing; (e) and post the Hasbro Worker Helpline information in an area easily visible to workers in the factory. Hasbro may revoke approval of any Manufacturer due to a Manufacturer’s failure to adhere to the Ethical Sourcing Program.

16. Required Certification  – Vendor guarantees and warrants that the merchandise ordered herein shall, where applicable, comply with the safety-related standards of Underwriters Laboratories, Inc. and the safety standards and/or requirements of all local and state governments to which such merchandise is shipped and that such compliance will be evidenced by an appropriate label on such merchandise. Each invoice for merchandise must bear written certification that the goods listed thereon were produced in compliance with all applicable requirements of the Fair Labor Standards Act and regulations and orders of the United States Department of Labor. The Company assumes no responsibility for delay in payment resulting from failure to comply with the above.

17. Hazardous Merchandise  – Where the Company has good cause at any time to believe that any items of merchandise ordered pursuant to the Order contain defects or hazards which could create a substantial risk of injury to any person or property, upon the Company’s request, Vendor shall, at Vendor’s expense, use its best efforts to locate, identify and recall such items, whether in the possession of the Company, or the Company’s customers. Vendor, upon recalling such items, shall repair or replace them or refund to retail purchasers their full retail price less a reasonable allowance for use.

18. Right to Offset – Any offsetting claims of the Company against Vendor shall be deducted by the Company from the amount of the Order at the time of payment.

19. Payment of Taxes and Fees – Vendor, at its own expense, shall obtain all permits and licenses required to operate its business in accordance with Applicable Law and pay and assume all taxes (including and without limitation, any tax which may be imposed under any applicable statue involving social insurance such as unemployment insurance, disability insurance or Social Security tax and any other old age benefits, for which the Vendor is liable), fees, imports or stamps required by law by virtue of the sale of merchandise to the Company.

    19.1 Title and Sales Tax Collection - For U.S. shipments, the Company is the Seller of Record for items purchased through its ecommerce platform and agrees to comply with applicable law. Company shall be responsible for calculating and collecting applicable U.S. sales tax on such sales and remitting the applicable sales tax to the appropriate taxing authority. For Canadian shipments, the Vendor will contract with a third-party carrier to import goods and remit all applicable taxes, fees and duties to the appropriate taxing authority.

20. Default  – The Company may by written notice of default to Vendor cancel the whole or any part of this Order or exercise any other remedy provided by buyers of goods by law or in equity (including any remedy under the Uniform Commercial Code) in any of the following circumstances: (i) Vendor fails to make delivery of the goods within the time specified; (ii) Vendor is in breach of any of the terms or conditions of this Order; or (iii) Vendor becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Vendor any processing under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller’s property.

21. Amendment – Effect of Waiver  – No amendment, modification or waiver or any of the terms and conditions of this Order shall be effective unless in writing and signed by an officer the Company. Each transaction between the Company and Vendor is separate and distinct. No waiver of any breach of any term or condition of this Order shall be construed to be a waiver of any subsequent breach of that term or condition or other term or condition of the same or different nature of this or any other order or contract of the Company.

22. Protection of Company’s Trade Name on Merchandise; Indemnity – Vendor will not sell or distribute merchandise bearing Company’s trade name or its other intellectual property to any third party, unless the parties have a license agreement . Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of Vendor’s breach of the foregoing.

23. Nondisclosure; Indemnity  – Vendor will not disclose to or utilize for the benefit of anyone other than the Company any developments, techniques, plans, designs, trademarks, trade names, specifications, drawings, business methods, store names or addresses, customer identifying or contact information, trade secrets, sources or other information of or pertaining to the business or affairs of the Company which Vendor acquired as a result of dealing with the Company whether pursuant to this Order or otherwise, and which is not generally known to the public. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of Vendor’s breach of the foregoing.

24. Data Security; Indemnity – Vendor will employ, and will ensure that its agents and subcontractors employ, sufficient measures to prevent the accidental disclosure of any Cardholder Data as described in the Payment Card Industry Data Security Standard (PCI DSS). These measures must provide a level of protection equal or exceeding that required by the PCI DSS. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of the breach of the foregoing.

25. Notice of Labor Disputes– Whenever an actual or potential labor dispute is delaying or threatens to delay delivery of material, or performance of services under this Order, Vendor shall immediately notify the Company in writing. Such notice shall include all relevant information concerning the dispute and its background.

26. Assignment of Purchase Orders  – Neither this Order, nor any right or obligation hereunder, may be assigned or delayed by the Vendor without the express written consent of the Company. Any attempted assignment or delegation shall be void and totally ineffective for all purposes unless in conformity within this paragraph. The Company shall not be under any obligation to recognize any assignment of monies payable hereunder, any rights in the merchandise herein, or other rights arising hereunder, or to pay any monies or to deliver or return any merchandise ordered hereunder to any assignee without such consent. If consent is given by the Company to an assignment of rights or delegation of duties under this Order, such consent shall extend only to such assignment or delegation and shall not be construed to extend to any other assignment or delegation under this Order or any other order of the Company. The Company may assign or delegate, in whole or part, this Order and/or any right or obligation hereunder.

27. Limitation on the Company’s Liability; Statute of Limitations – IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. The Company’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order or from the performance or breach thereof shall in no case exceed the price allocable to the merchandise or unit thereof which gives rise to the claim. The Company shall not be liable for penalties of any description. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF THE COMPANY AS TO THE MERCHANDISE DELIVERED HEREUNDER MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

28. Force Majeure – Discontinuance of or substantial interference with the Company’s business, in whole or in part, by reason of fire, flood, earthquake, labor dispute, war, Act of God, embargo, civic disturbance, governmental regulations, or causes beyond the Company’s control, will give the Company the option of canceling all or any part of the undelivered orders or unfulfilled parts thereof.

29. Severability  – This agreement is severable and the lack of enforceability or the voidance of any parts of this agreement shall not affect the other parts of this agreement.

30. Governing Law; Consent to Jurisdiction  – This Order and the agreement arising here from shall be governed by and construed in accordance with the laws of the State of  Rhode Island excepting the application of Rhode Island choice of law provisions. The Vendor generally, unconditionally and irrevocably accepts for itself and in connection with its properties the exclusive jurisdictions of the State of Rhode Island in respect to any controversies, differences, questions, claims, suits, and actions arising out of or relating to the aforesaid Order and the agreement arising therefrom, and agrees to be bound by any judgment rendered thereby in connection with the aforesaid Order and the agreement arising therefrom.

31. Invoices  – All invoices must be written in the English language. Vendor’s invoice must show purchase order number, Item number, quantity sold, price, shipping cost, the country of origin and all data required by the laws of theUnited States and where applicable, Canada. All invoices must give an exact and complete description of the merchandise. Prior to processing an invoice for payment, an accurate and applicable signed W-9, W-8, or W-8 BENE from Vendor is required.

32. Sales Tax, Intent to Resell  – The Company hereby certifies that it holds a valid certification of authority to collect applicable state and local sales and use tax and that, unless otherwise specifically designated, the tangible personal property or service described on this Order or which Company may subsequently purchase from Vendor is intended for resale in its present form or a component part of tangible personal property or for use by the Company in performing taxable service in a manner where property purchased will become a component part of the property serviced or will be transferred to the purchaser of the service. This certificate shall remain in force until revoked by notice in writing to Vendor.