PO Terms
Last update on July 15, 2026
Unless there is a Reseller Agreement (as defined below) between Pursuit and the OEM, these terms and conditions govern the rights, remedies, and obligations of the OEM and Pursuit as to the Products and are binding upon the parties and their respective successors and permitted assigns. Where a Reseller Agreement exists, these terms supplement it as provided in Section 1. These terms and conditions do not apply to, do not modify, and have no effect on any end user license agreement or terms of service between the OEM and the End User.
1. Scope; Relationship to Executed Agreements
These OEM Purchase Order Terms and Conditions (these “Terms”) apply to every purchase order (each, a “PO”) issued by Pursuit Markets Inc. (“Pursuit”) to a software publisher or original equipment manufacturer, its designated fulfillment affiliate, or an authorized distributor or aggregator of such publisher or manufacturer (such as Carahsoft Technology Corp. or TD SYNNEX Corporation) (in each case, the “OEM”), for hardware, software licenses, software-as-a-service subscriptions, maintenance, and support (the “Products”) purchased by Pursuit as a reseller for resale to a government or other public sector end customer (the “End User”).
If no agreement executed by authorized representatives of both Pursuit and the OEM (a “Reseller Agreement”) governs the transaction, these Terms, together with the face of the PO and the OEM quote referenced on it (as to part numbers, pricing, quantities, and term only), constitute the complete agreement between Pursuit and the OEM for the Products. If a Reseller Agreement exists, these Terms supplement it and govern all matters on which the Reseller Agreement is silent; in the event of an actual conflict, the Reseller Agreement controls to the extent of the conflict. Click-through, web-posted, order acknowledgment, invoice, or partner portal terms not executed by an authorized representative of Pursuit do not constitute a Reseller Agreement and are rejected under Section 3.
The version of these Terms posted at https://www.pursuit.us/po-terms on the date a PO is issued governs that PO for its full term and any renewal issued under it, notwithstanding later revisions.
2. Definitions
- Pursuit — Pursuit Markets Inc., a Delaware corporation primarily doing business in Michigan.
- OEM — The software publisher or original equipment manufacturer, its designated fulfillment affiliate, or an authorized distributor or aggregator of the Products (such as Carahsoft Technology Corp. or TD SYNNEX Corporation), in each case accepting a PO to furnish the Products in accordance with these Terms.
- Products — The hardware, equipment, and appliances, and the software licenses, subscriptions, entitlements, maintenance, support, and related obligations to be provided by the OEM under a PO.
- End User — The government or other public sector end customer identified on the face of the PO.
- Prime Contract — The contract, purchase order, cooperative contract release, or grant-funded procurement between Pursuit and the End User under which the Products are resold.
- Registered Opportunity — The sales opportunity with the End User identified on the face of the PO or registered by Pursuit in the OEM's deal registration program.
- EULA — The OEM's end user license agreement, terms of service, or equivalent terms between the OEM and the End User.
3. PO Acceptance; Rejection of Other Terms
Each PO is an offer by Pursuit expressly limited to and conditioned on the OEM's acceptance of these Terms. A PO shall be deemed unconditionally accepted by the OEM, including these Terms, upon the earliest of: (a) Pursuit's receipt of the OEM's written or electronic acknowledgment; (b) the OEM's provisioning, activation, or electronic delivery of any entitlement, license key, or access credential under the PO; or (c) the OEM's issuance of an invoice referencing the PO.
The OEM acknowledges that acceptance of a PO constitutes acceptance of all terms and conditions herein, and renders any additional or different terms provided by the OEM to Pursuit at any time — whether in a quote, order acknowledgment, invoice, partner portal, click-through screen, or web-posted document, and whether provided before or after acceptance — null and void, unless contained in a Reseller Agreement or expressly accepted by Pursuit in a writing signed by an authorized representative. If the OEM objects to any of these Terms, it shall notify Pursuit in writing within two (2) business days after issuance of the PO and before any fulfillment.
4. Price; Quote Validity
The price within the PO is firm-fixed unless otherwise agreed in writing, and is inclusive of all fees, charges, and surcharges. The OEM shall hold quoted pricing for the Registered Opportunity through the End User's award and contracting cycle, and in any event through the expiration date stated on the OEM's quote, and shall honor such pricing for the initial term ordered notwithstanding any change in the OEM's list pricing.
5. Taxes
When Products are purchased for resale to the End User, the OEM shall not include sales, use, or similar taxes in the PO price or on any invoice; Pursuit will furnish a resale or exemption certificate upon request. All other taxes, duties, and governmental charges imposed on or arising from the OEM's performance under the PO shall be the responsibility of the OEM.
6. Invoice / Payment
All invoices must be addressed to the billing address indicated on the PO and must clearly reference the PO number. The OEM shall invoice only after complete, conforming fulfillment. Subject to reconciliation with the PO and verification of fulfillment, invoices will be paid in accordance with the payment terms on the face of the PO or, if not specified, net thirty (30) days after the later of receipt of a valid invoice and completion of conforming fulfillment. Payment does not constitute acceptance of nonconforming Products or a waiver of any right or remedy. Pursuit may set off amounts owed by the OEM — including refund and indemnity obligations — against amounts payable under any PO.
Payment contingency (where stated on the PO face). The OEM acknowledges that the Products are resold to a government End User and agrees that Pursuit's payment obligation is contingent upon Pursuit's receipt of corresponding payment from the End User, provided Pursuit diligently invoices and pursues collection in the ordinary course; Pursuit shall remit to the OEM within ten (10) business days of receipt of End User funds.
7. Fulfillment; Entitlement Accuracy; Renewals
TIME IS OF THE ESSENCE for the fulfillment dates in a PO. Unless the PO states otherwise, the OEM shall complete electronic fulfillment — license keys, entitlement confirmation, tenant provisioning, and activation instructions, as applicable — to Pursuit and/or the End User identified on the PO within five (5) business days of acceptance, at no additional charge. Entitlements that fail to activate, are mis-provisioned, or do not match the ordered SKUs, quantities, term dates, or End User identity shall be corrected by the OEM at no charge within five (5) business days of notice. Pursuit reserves the right to refuse nonconforming Products and to cancel all or part of a PO for Products not conforming to the PO; acceptance of any part of a PO does not obligate Pursuit to accept future nonconforming fulfillment. For hardware, unless the PO states otherwise, shipping terms are FOB Destination, freight prepaid and included in the PO price; title and risk of loss pass upon delivery to and acceptance at the destination specified on the PO, and rejected or nonconforming hardware may be returned at the OEM’s expense for transportation both ways.
No automatic renewal. The OEM shall not automatically renew any license, subscription, or maintenance or support term ordered under a PO. The OEM shall give Pursuit at least ninety (90) days' prior written notice of any renewal date. Renewals occur only upon a new PO issued by Pursuit.
8. Warranties
The OEM unconditionally represents and warrants that: (a) it has full right and authority to sell the Products to Pursuit for resale to the End User, and the transaction does not violate the rights of any third party; (b) the entitlements delivered are genuine, current, unencumbered, free from defects in title, and issued directly by the OEM; (c) the Products, as delivered, are free from any virus, malware, back door, time bomb, or other malicious code, and the OEM has employed commercially reasonable security measures to ensure the absence thereof, and the OEM has disclosed to Pursuit any unremediated vulnerability in the delivered version that the OEM has publicly classified as critical; (d) the Products will conform in all material respects to the OEM's published documentation and to the specifications stated on the PO; (e) any services included in a PO will be performed by qualified personnel in a professional and workmanlike manner in accordance with general industry standards; and (f) neither the OEM nor any principal thereof is debarred, suspended, proposed for debarment, or excluded from federal or applicable state contracting.
The OEM further unconditionally represents and warrants that: (g) all compliance certifications, authorizations, and attestations applicable to the Products — including, as applicable, FedRAMP or StateRAMP authorization status, Section 508 / accessibility conformance (including any VPAT or Accessibility Conformance Report), TAA / country-of-origin status, secure software development attestations, and open-source license compliance — are current and accurate as of fulfillment, and the OEM shall maintain their currency and accuracy throughout the term ordered and shall promptly notify Pursuit in writing of any lapse, downgrade, or material change; and (h) all OEM-supplied materials furnished for use in Pursuit's proposals, quotes, or certifications — including product documentation, security white papers, compliance summaries, roadmaps, and proposal content — are accurate and may be relied upon by Pursuit and the End User.
All warranties stated herein shall run to Pursuit, the End User, and the users of the Products. If a defect or nonconformity occurs or appears, the OEM shall promptly, and in no event later than thirty (30) days after notice (or such shorter period as the Prime Contract requires), at its own expense and without cost to Pursuit or the End User, correct, re-perform, repair, or replace the nonconforming Products. If the OEM fails to cure within such period, Pursuit may, without limiting any other remedy, return the Products for a full refund.
9. Remedy Pass-Through; Product Responsibility; Incident and Audit Support
The OEM shall extend to the End User all warranties, support obligations, service level commitments, and remedies stated in the EULA and the OEM's standard support terms for the Products. In addition, and notwithstanding any absence of privity or any no-third-party-beneficiary clause in the EULA: (a) any refund, credit, or fee relief arising under the EULA or these Terms with respect to the Products — including refunds payable on warranty failure, intellectual property claim remedies, or termination — shall be payable to Pursuit where Pursuit is the party that paid the OEM, and Pursuit is expressly entitled to enforce such payment directly; and (b) where an OEM warranty or remedy runs to the End User but the End User's recovery is necessary to satisfy an obligation Pursuit owes the End User under the Prime Contract, the OEM shall, at Pursuit's request and at no charge, cooperate in the assertion of such warranty or remedy for the benefit of Pursuit and the End User.
Product responsibility. As between Pursuit and the OEM, the OEM is solely responsible for the performance, availability, hosting, maintenance, support, and security of the Products, including security controls, access management, vulnerability remediation, and the handling and protection of End User data, consistent with the OEM's published documentation, the EULA, and the requirements of the Prime Contract applicable to the Products.
Incident notice; audit support. The OEM shall notify Pursuit and, where required by the Prime Contract or applicable law, the End User of any security incident affecting the Products or End User data without undue delay and in no event later than seventy-two (72) hours after discovery, or such shorter period as the Prime Contract requires. Such notification shall include, to the extent known, the nature and scope of the incident, the categories and approximate volume of data affected, the likely consequences, and the measures taken or proposed to mitigate the incident. The OEM shall provide a written root cause analysis and remediation plan within thirty (30) days of discovery. The OEM shall provide timely cooperation and support for End User security reviews and assessments, incident response and remediation, government investigations and audits, and public records requests relating to the Products, at no charge except as otherwise agreed in writing.
10. Indemnity
For the purpose of this Section, "Indemnified Parties" means Pursuit Markets Inc., its officers, directors, employees, and agents, and the End User purchasing the Products. The OEM shall indemnify, defend, and hold harmless the Indemnified Parties from and against all claims, liabilities, losses, damages, penalties, and expenses (including reasonable attorneys' fees) resulting from: (1) a breach of any of the foregoing warranties or any other breach by the OEM of these Terms or a PO; (2) infringement or misappropriation of any patent, copyright, trademark, trade secret, or other proprietary right by the Products or the End User's authorized use of the Products, regardless of any theory that Pursuit's resale constitutes independent infringement and regardless of whether the EULA contains an equivalent indemnity; (3) personal injury (including death) or property damage caused or contributed to by the OEM or its subcontractors; (4) any security incident, data breach, violation of privacy or data protection law, or loss of End User data proximately caused by a defect or vulnerability in the Products or by the OEM's acts or omissions, to the extent of the OEM's responsibility; and (5) any claim, penalty, or assessment against Pursuit — including under the federal False Claims Act, 31 U.S.C. §§ 3729–3733, or state analogues — arising from the OEM's inaccurate representation, certification, or OEM-supplied content under Section 8 or Section 11. The OEM's indemnity shall not apply to liability determined by a court of competent jurisdiction to be based upon the sole negligence of the Indemnified Party asserting the claim.
If the Products become, or in the OEM's reasonable opinion are likely to become, the subject of an infringement claim, the OEM shall at its expense: (a) procure the right for the End User to continue using the Products; (b) replace or modify the Products so they are non-infringing without material loss of functionality; or, only if (a) and (b) are commercially impracticable, (c) refund to Pursuit all amounts paid under the PO for the affected Products, without depreciation for subscription licenses within their current term, and reimburse Pursuit for amounts Pursuit is required to refund or credit the End User as a result. The indemnified party shall provide prompt written notice of a claim (late notice relieving the OEM only to the extent of actual prejudice) and reasonable cooperation at the OEM's expense. The OEM shall have control of the defense; provided, however, that the indemnified party may participate in the defense with counsel of its choosing at its own expense. The OEM shall not settle any claim in a manner imposing any admission or obligation on an indemnified party without its prior written consent.
11. Government Flow-Downs; Certifications; Reliance
The OEM acknowledges that the Products are acquired for resale to a government End User and agrees to comply with the terms of the Prime Contract applicable to suppliers at the OEM's tier, which are incorporated by reference, including as applicable the FAR and 2 C.F.R. Part 200 clauses required by law to be flowed down, such as FAR 52.203-7 (Anti-Kickback), 52.204-23 (Kaspersky Prohibition), 52.204-25 (Prohibition on Covered Telecommunications — Section 889), 52.209-6 (Debarment), 52.222-50 (Combating Trafficking in Persons), 52.225-5 (Trade Agreements), and 52.244-6 (Commercial Subcontracts). In such clauses, “Contractor” means the OEM where the context requires.
The OEM represents that neither it nor the Products use covered telecommunications equipment or services (FAR 52.204-25) as a substantial or essential component or as critical technology, and that the OEM is not identified on any applicable federal exclusion or covered list; the OEM shall promptly notify Pursuit if this representation ceases to be accurate. The OEM acknowledges that Pursuit will rely on the OEM's representations and certifications in Pursuit's own bids, certifications, and representations to government customers and agencies, and shall promptly correct in writing any representation or certification the OEM learns is or has become inaccurate.
Flow-Down Schedule; allocation principle. Pursuit may attach to a PO a schedule identifying the Prime Contract clauses and requirements allocated to the OEM (a “Flow-Down Schedule”); acceptance of the PO constitutes acceptance of the Flow-Down Schedule. As an allocation principle between the parties, Pursuit is responsible for prime-level administrative obligations (ordering, invoicing, and contract administration), and the OEM is responsible for obligations tied to the Products or to the OEM's data handling, personnel, infrastructure, or technical performance.
Government terms cooperation; OEM-terms rejection risk. The OEM shall provide end-user terms compatible with sale to government customers and shall cooperate in good faith, at Pursuit's request, to negotiate and execute a government-specific addendum to the EULA where required by the End User or applicable law — including removing or neutralizing terms generally unenforceable against public bodies (such as customer indemnification of the OEM, automatic renewal, non-mutual venue, or private-sector governing law). The OEM shall respond substantively to Pursuit's request for such addendum within ten (10) business days. If the End User rejects an award or order, or terminates the Prime Contract, because of the OEM's end-user terms, privacy or data terms, security posture, or compliance certifications, the OEM shall bear the consequences of such rejection or termination as between the parties — including refund to Pursuit of amounts paid for undelivered or unusable Products — and shall have no claim against Pursuit arising therefrom.
12. Termination
Unless otherwise agreed in writing, Pursuit may, without any penalty, charge, or liability, cancel a PO or any part thereof at any time prior to fulfillment, or at any time after fulfillment upon thirty (30) days' written notice (in which case the OEM's sole entitlement shall be payment for Products delivered and accepted through the effective date of cancellation, prorated for subscription Products), by written notice to the OEM. Pursuit may, in addition to any other available right or remedy, cancel a PO or any part thereof at any time without penalty, charge, or liability if: (a) the OEM fails to complete fulfillment in accordance with the schedule specified in the PO; (b) any proceeding is commenced by or against the OEM in bankruptcy or insolvency, or for appointment of a receiver or trustee, or an assignment for the benefit of creditors occurs; or (c) the OEM otherwise fails to comply with any material provision of the PO or these Terms and such failure is not remedied within ten (10) calendar days after Pursuit's notice.
Government termination pass-through. If the End User terminates the Prime Contract for convenience or for non-appropriation of funds, or the Prime Contract otherwise ends through no fault of Pursuit, Pursuit may cancel the PO (or the affected portion) upon written notice. The OEM's sole entitlement shall be payment for Products delivered and accepted through the effective date of termination, prorated for subscription Products; the OEM shall refund to Pursuit amounts paid for the terminated remainder of any subscription term and waives any claim for anticipated profit on terminated quantities. The OEM shall not treat fees as non-cancelable or payments as non-refundable with respect to periods following such a termination.
13. Channel Integrity; Confidentiality; Publicity
With respect to the Registered Opportunity, and for the term of the Products ordered plus the pendency of any renewal Pursuit is actively pursuing, the OEM shall not knowingly circumvent Pursuit by transacting directly with the End User, or through another channel partner, for the same Products and opportunity, except at the End User's documented written direction or as required by a governing cooperative or government contract vehicle. If the OEM breaches this obligation, the OEM shall pay Pursuit, as liquidated damages and not as a penalty, an amount equal to the margin Pursuit would have earned on the circumvented transaction, which the parties agree is a reasonable estimate of Pursuit's loss and is not disproportionate to the anticipated harm.
The contents of each PO, the identity of the End User, Pursuit's pricing and margin, the Prime Contract terms, and Pursuit's pipeline and forecast information disclosed in connection with a PO or deal registration are Pursuit's confidential information. The OEM shall keep such information confidential, shall use it solely in connection with the PO, and shall not disclose it to other channel partners or use it to solicit the End User in circumvention of this Section, except for disclosures required by law or the End User's public records obligations. No publication, advertisement, press release, customer reference, or other publicity concerning a PO, Pursuit, or the End User shall be issued or permitted by or on behalf of the OEM, its subcontractors, or suppliers without Pursuit's prior written approval.
14. Audit and Records
The OEM shall keep, and shall include in its subcontracts a provision requiring its subcontractors to keep, accurate books of account and records showing all charges, disbursements, and expenses made or incurred in connection with the Products, and shall preserve them for three (3) years after acceptance or termination of the PO, or longer if required by law or the Prime Contract. Such books and records shall be open at all reasonable times for audit by Pursuit or its authorized representative, and by the End User or government auditors to the extent required by the Prime Contract at the OEM's tier.
15. Contractual Relationships
Pursuit is acting as an authorized reseller for the End User, and the End User shall be an intended beneficiary of each right and remedy of Pursuit and each obligation of the OEM to Pursuit under the PO, and such rights, remedies, and obligations shall inure to the benefit of the End User.
In providing the Products, the OEM operates as an independent contractor and is not an agent or employee of Pursuit. In providing software licenses and subscriptions, the OEM agrees that the license will be granted by the OEM directly to the End User. Pursuit is not subject to any end user license terms, does not accept the EULA on behalf of any party, and shall not be responsible for enforcing the EULA on the OEM's behalf.
16. General
Export
The OEM shall comply with all applicable laws and regulations regarding export-controlled items, including any applicable registration requirements under the International Traffic in Arms Regulations (ITAR). The OEM shall provide, with the Products, the export classification control number (ECCN) for the software or technology provided under the PO, and shall notify Pursuit prior to sale if any Products are controlled as a defense article under ITAR or the laws of any other country. The OEM shall indemnify and hold harmless Pursuit and the End User against all damages, liabilities, penalties, fines, costs, and expenses, including attorneys' fees, arising out of the OEM's failure to comply with this paragraph, the substance of which shall be incorporated into any subcontract entered into by the OEM in connection with the Products.
Compliance with Laws
The OEM shall at all times comply with all applicable laws, ordinances, statutes, rules, and regulations, including those relating to employment, taxes, data protection, health and safety, anti-bribery and anti-corruption, and modern slavery, and shall indemnify Pursuit and the End User for loss or damage sustained because of the OEM's noncompliance with any law.
Force Majeure
Neither party shall be liable for delays or defaults due to fire, windstorm, riot, act of God, act of a public enemy, or other similar unforeseeable cause beyond the reasonable control and without the fault or negligence of the party incurring the delay; the OEM shall notify Pursuit in writing of the existence of such cause within five (5) days after commencement of the delay or default. If a force majeure event continues for more than thirty (30) consecutive days, Pursuit may cancel the affected PO (or the affected portion) upon written notice without penalty or liability. Force majeure does not excuse the OEM's refund obligations.
Governing Law
Each PO and these Terms shall be interpreted in accordance with the laws of the State of Michigan, without regard to: (1) conflict of law principles; (2) the United Nations Convention on Contracts for the International Sale of Goods; and (3) the Uniform Computer Information Transactions Act. The parties consent to the exclusive jurisdiction and venue of the state courts sitting in Washtenaw County, Michigan, and the United States District Court for the Eastern District of Michigan.
Non-Assignment
No PO is assignable in whole or in part by the OEM without the prior written consent of Pursuit, except to an entity acquiring all or substantially all of the OEM's stock, or all or substantially all of the OEM's assets related to the Products, upon written notice to Pursuit; provided, however, that Pursuit may terminate any affected PO upon written notice if the assignee is a direct competitor of Pursuit or is debarred, suspended, or excluded from government contracting.
Non-Waiver
Neither Pursuit's acceptance of the Products nor its failure to assert any right or allege any default by the OEM shall waive any right (including set-off) or remedy available to Pursuit under a PO, these Terms, or law.
Attorneys' Fees
If either party commences litigation to enforce any provision of a PO or these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs at trial and upon appeal.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL PURSUIT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR OEM'S LOST PROFITS RESULTING IN ANY WAY FROM THIS PO, EVEN IF PURSUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PURSUIT'S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER ANY PO SHALL NOT EXCEED THE AMOUNTS PAID BY PURSUIT TO THE OEM UNDER THE APPLICABLE PO GIVING RISE TO THE CLAIM.
Survival of Obligations
Any obligations and duties which by their nature extend beyond the expiration or termination of a PO shall survive the expiration or termination of the PO.
Version History
The version in effect on the date a PO is issued governs that PO.
