STATEMENTS AND NOTICES

Updated: February 3, 2022

1. OVERVIEW

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RESORTS WORLD LAS VEGAS LLC

Last Updated September 3, 2025

You, the supplier/vendor (“Supplier”), hereby agree to provide the Products (as defined below) and/or Services (as defined below) purchased by Resorts World Las Vegas LLC (“Buyer”) pursuant to a valid and mutually agreed upon purchase order (“Purchase Order”). Such Purchase Order shall be subject to the following terms and conditions (“Terms and Conditions”), unless otherwise noted on the face of the Purchase Order and mutually agreed upon by the parties in writing. The terms of the Purchase Order are incorporated herein by reference. In the event of a conflict between the Purchase Order and these Terms and Conditions, these Terms and Conditions shall control. A copy of these Terms and Conditions can also be found at https://www.rwlasvegas.com/privacy-and-statements/. For questions or general information, please contact Buyer’s Purchasing Department at 702-676-7000 or PORequest@rwlasvegas.com.

1. ACCEPTANCE

The Purchase Order shall be deemed accepted by Supplier when (a) Supplier sends Buyer notice of its acceptance in writing; (b) when Supplier begins commencement of work on the goods, merchandise or materials (collectively, “Products”) and/or ancillary services related to such Products (“Services”) purchased hereunder, or (c) shipment of the Products covered, whichever occurs first. UNLESS THERE IS ALSO A FORMAL WRITTEN AGREEMENT RELATED TO THE PURCHASE ORDER AND SIGNED BY BOTH PARTIES, SUPPLIER’S ACCEPTANCE IS LIMITED TO ACCEPTANCE OF THESE TERMS AND CONDITIONS AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SUPPLIER OR ANY ATTEMPT BY SUPPLIER TO VARY THE TERMS HEREOF.

2.PACKAGING

All packaging shall be in conformance with good commercial practice. All containers shall have attached identification, including the Purchase Order number and material descriptions. No charge shall be made for cartons, wrapping, packing, boxing, crating, delivery drayage or other costs, unless such charge is expressly approved by Buyer.

3. PRODUCT SHIPMENTS AND DELIVERIES

The Products shall be shipped by Supplier in accordance with the shipment terms specified on the Purchase Order. The original bill of lading (referencing the Purchase Order number) and a packing list shall be delivered by Supplier to Buyer at the “ship to” address on the Purchase Order as far in advance of the arrival of the Products as possible. Buyer is relying on manufacture, shipment, delivery, installation, and acceptance of the Products based on the schedule on the Purchase Order. Time is of the essence of the Purchase Order, and Supplier must immediately notify Buyer of an anticipated failure to meet a shipment or delivery schedule. Supplier shall not manufacture, ship or deliver Products in advance of any scheduled date without Buyer’s written consent. Buyer, at Buyer’s option, may refuse or return, at Supplier’s expense, all or any part of (a) shipments which do not conform to the shipping or delivery dates specified by Buyer (whether early or late); (b) shipments in excess of the quantities ordered or in lesser quantities than ordered; (c) shipments which contain defective Products or which fail to conform to the purchase order; or (d) Products which are not as represented or warranted. Any storage or warehouse charges or other costs incurred by Buyer due to Supplier’s failure to comply with the terms specified in the Purchase Order will be at Supplier’s expense. Unless otherwise provided in the Purchase Order, goods shall be shipped “F.O.B. Destination, Freight Pre-Paid and Allowed” and all risk of loss of the Products purchased hereunder shall be borne by Supplier until such Products have been received and accepted by Buyer at Buyer’s receiving dock. Buyer may, at Buyer’s option and at Supplier’s expense, refuse to accept or return any Products delivered or performed after the date(s) specified in the Purchase Order. Buyer shall not be liable for the purchase of Products or payment for Services refused, returned or rejected, as applicable, based upon the late delivery or performance. If Buyer’s premises or the job site for which any Products are intended is not ready for deliveries, Supplier, upon notice from Buyer, shall hold the Products for a reasonable period and at no additional cost, and Supplier shall not be liable for any such delays in delivery. Supplier shall adhere to Buyer’s security and parking procedures.

4. INSPECTION & REJECTION

All Products and/or Services specified in this Purchase Order are subject to Buyer’s inspection within a reasonable time after final delivery or completion. If, after inspection, any Products and/or Services, in Purchaser’s sole and reasonable judgment, (a) are found to be unsatisfactory, defective or in unsatisfactory quality, workmanship or condition, or (b) fail to meet the specifications or any other requirements of the Purchase Order, Buyer may reject the Products and/or Services and, specific to Products, return such rejected Products at Supplier’s expense. Payment for Products and/or Services prior to inspection shall not be construed as an acceptance of unsatisfactory or defective Products and/or Services. Upon the refusal or return of unsatisfactory or defective Products and/or Services, Supplier shall reimburse Buyer for any amounts paid by Buyer on account of such Products and/or Services to include the cost to return any such Products to Supplier.

5. INVOICES & PRICING

• (a) Supplier shall invoice Buyer for the Products at the time of final Products shipment and/or Services are performed (as applicable), unless otherwise provided in the Purchase Order. Invoices shall show the Purchase Order number for each separate Purchase Order and the code number for each item purchased. Buyer may return for revision any invoice that is not in proper form, and the discount period and payment term will be extended until the revised invoice is received.(b) Invoices must be submitted electronically with reference to the applicable Purchase Order to utilizing Buyer’s designated third-party web-based eProcurement system (“eProcurement System”) for receiving orders and/or submitting invoices. Supplier shall comply with Buyer’s billing and routing instructions contained herein or otherwise communicated to Supplier by Buyer, or pay any extra expense incurred by Buyer because of Supplier’s failure to do so.(c) Buyer shall make payment to Supplier of all amounts not subject to good faith dispute in accordance with the terms stated in the Purchase Order, including all charges for freight and insurance, if applicable.(d) The pricing set forth in the Purchase Order is firm and is the total amount due from Buyer for the Products and/or Services, including without limitation duties, taxes or any other charges agreed upon by Buyer, subject to adjustment for any agreed-upon rebates or credits (as applicable). Any applicable state sales tax and/or use tax shall be paid by Supplier. Excise tax, where applicable, shall be billed as a separate item on the same invoice as the Products and/or Services to which it is related. Buyer shall not be responsible for any amount above the total amount expressly stated in the Purchase Order. The price shall not be changed without Buyer’s prior written approval.(e) Supplier shall be responsible for, and shall indemnify and hold Buyer harmless against, all payroll and employment related taxes and withholdings for Supplier employees, agents, and contractors levied upon or attributable to the Services and work product rendered, including but not limited to, all state and federal FICA, worker’s compensation, disability and unemployment compensation insurance, and any compensation, contributions, dues, or other remuneration agreed to by between Supplier and its employees, agents, or contractors, or as otherwise required by Applicable Laws.

6. COMPLIANCE WITH LAW

Supplier warrants that (a) it has obtained all licenses, permits and similar approvals required to manufacture, sell, deliver and, if applicable, install the Products and/or perform the Services required hereunder; and (b) the purchase of Products by Buyer hereunder and/or the Services performed by Supplier hereunder, shall be in compliance with applicable local, state and federal laws, rules, regulations, ordinances and directives (collectively, “Applicable Laws”).

7. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to fire, flood, earthquake, unusually severe weather, strikes, labor disputes, war, act of vandalism, destruction, public disobedience, pandemic and/or public health crisis, mass shooting, act of terrorism, the action of civil or military authorities, or other events beyond the reasonable control and without fault or negligence of the affected party (each, a “Force Majeure Event”). A party’s performance of its obligations affected by Force Majeure Events will be suspended for the duration of such Force Majeure Event. If any Force Majeure Event prevents a party’s performance for a period of thirty (30) days or more, either party may terminate this Purchase Order without any further liability, except for any outstanding payments for obligations fulfilled by party that are outstanding prior to the date of termination.

8. NO CONFLICTS OF INTEREST

Supplier represents that to its knowledge there is no direct or indirect relationship between Supplier and any employee of Resorts World Las Vegas LLC. Should there be such a relationship, Supplier must provide Buyer with a disclosure statement. Buyer will review such disclosure statement, and determine in its reasonable judgment, whether the conflict is material. In the event such conflict of interest is deemed to be material, Buyer may, upon giving fifteen (15) days’ prior written notice to Supplier (without prejudice to any other remedy Buyer may have), and provided such default has not been cured by Supplier, cancel the Purchase Order immediately. Buyer shall pay for Products and/or Services provided hereunder up to the effective date of such cancellation.

9. GENERAL REPRESENTATIONS AND WARRANTIES

• (a) To the extent applicable to such Products, Supplier warrants that all Products furnished hereunder, whether supplied by Supplier or by someone else, will:
  • i. be delivered by the delivery date and in accordance with these Terms and Conditions;
  • ii. be new, unused, and of first quality;
  • iii. be free from defects in materials and workmanship;
  • iv. conform to all approved samples, descriptions, brochures, and manuals furnished by Supplier to Buyer;
  • v. be free from design and specification defects whether or not manufactured to Supplier’s specifications;
  • vi. be suitable for, and perform in accordance with, the particular purpose(s) for which they were purchased by Buyer and communicated to or known by Supplier;
  • vii. be of merchantable quality and fit and safe for consumer use;
  • viii. be free and clear of all liens and encumbrances at the time of shipment;
  • ix. as applicable (where the Product requires the use of any software or data), be free of any software viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, shut down, or improperly extract information from a computer system or any component of a computer system, including its security or user data;
  • x. as applicable (where the Product carries software provided by Supplier either directly or by Supplier acting as a reseller), include a perpetual software license from the software manufacturer, and that as a condition of continued use, Buyer shall not be obligated to any additional ongoing costs or charges, including without limitation, charges for software support and maintenance; and
  • xi. as applicable (to the extent Product will be or are used in combination with Buyer’s other software, hardware, or firmware), properly interoperate with such software, hardware, or firmware, including, without limitation, the exchange of date/time data.
• (b) All warranties hereunder shall run to Buyer, its successors, assigns, customers and the ultimate users or consumers of such Products. The express warranties contained herein shall not be deemed to limit, diminish, reduce, or waive any duties, warranties, or guaranties given separately by Supplier or in law (expressed or implied). All warranties contained in the Purchase Order shall be construed as consistent and cumulative with one another and with all warranties in law or given separately by Supplier. In the event of a breach of any warranty in the Purchase Order, Buyer shall have all rights and remedies available at law or in equity.
• (c) Notwithstanding acceptance of the Products, the above warranties shall remain in effect for the longer of:
  • (i) the manufacturer’s warranty;
  • (ii) the longest period of time required by Applicable Law;
  • (iii) that period of time as stated in the Purchase Order; or
  • (iv) one (1) year after the date on which the Products are accepted by Buyer.
• (d) To the extent that Buyer resells or otherwise transfers the Products, Supplier and manufacturer’s warranties shall be passed through and available to Buyer’s affiliates, customers, or other transferees.

10. CHANGES

Buyer may at any time, by prior written notice to Supplier, request changes in the Purchase Order, including without limitation, changes in the specification of the Products, quantities, method of shipping or packing, place of inspection, acceptance, point of delivery schedule, or other terms of the Purchase Order. If any such change increases or decreases the cost of Products or the time required for Supplier to perform such Purchase Order, Supplier shall notify Buyer within five (5) days after receipt by Supplier of the request for change and, if such change is acceptable to Buyer, then Buyer and Supplier shall execute a change order or written amendment approving the same. No such change shall be effective without a mutually agreed upon change order or written amendment.

11. CONFIDENTIAL INFORMATION

• (a) In connection with the Purchase Order, each party acknowledges that it may have access to Confidential Information of the other party. The receiving party shall only use Confidential Information in furtherance of its performance under these Terms and Conditions. The receiving party shall retain all Confidential Information in strictest confidence and shall neither use it nor disclose it to anyone without the express written consent of the disclosing party except where required to disclose such Confidential Information pursuant to an order or request of a governmental agency or court of competent jurisdiction, provided that the receiving party has given the disclosing party reasonable notice of the pendency of such order or request and the opportunity to contest it. The receiving party shall not release any information relating to these Terms and Conditions or its subject matter for publication, advertising or any other purpose without the prior written consent of the disclosing party. The parties acknowledge that disclosure of any Confidential Information by the receiving party may give rise to irreparable injury to the disclosing party or the owner of such information and, as a matter of law, such injury may be inadequately compensable in damages. Accordingly, the disclosing party or such other party may seek injunctive relief without bond against the breach or threatened breach of confidentiality, in addition to any other legal and equitable remedies which may be available.
• (b) As used herein, “Confidential Information” means all information or material of a party or its affiliate(s), whether revealed orally, visually, or in tangible or electronic form, that is competitively sensitive material not generally known to the public that relates to the business of a party or party affiliate(s), or any of their respective interest holders, unless such information (i) was already rightfully known to the receiving party at the time of disclosure by the disclosing party; (ii) is in or has entered the public domain through no breach of these Terms and Conditions or other wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party not under obligation of confidentiality to the disclosing party and without breach of these Terms and Conditions; or (iv) is independently developed by the receiving party without reference or reliance on any Confidential Information of the disclosing party.

 12. INDEMNIFICATION

• (a) Each party shall defend at its expense, indemnify, and hold harmless, the other party, its parents, subsidiaries, affiliated entities, and each of their respective officers, directors, executives, employees, agents, insurers, managers, partners, principals, licensees, and representatives, from and against all claims, including, fines, penalties, interest, damages, expenses, awards, costs, demands, liability, attorneys’ fees, court costs, costs of appeal, and expert witness fees (collectively, “Claims”) that result from or are in any way related to: (i) the indemnifying party’s breach of the Purchase Order or willful misconduct; (ii) death or injury arising out of the indemnifying party’s negligent acts or omissions; (iii) damage to tangible personal property arising out of the indemnifying party’s negligent acts or omissions; or (iv) alleged infringement of patent, copyright, trademark, trade secret or other intellectual property rights arising out of the use or possession of the Products furnished and/or Services performed by Supplier.
• (b) Each party’s indemnification obligations under this section are conditioned upon the indemnified party: (i) promptly notifying the indemnifying party of any Claim in writing, no later than thirty (30) days after actual knowledge of the Claim; and (ii) cooperating with the indemnifying party in the defense of the Claim. The failure to give prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of such failure. Such notice by the indemnified party shall describe the Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the loss that has been or may be sustained by the indemnified party. The indemnifying party shall not consent to judgment or concede or settle or compromise any Claim without the prior written approval of the indemnified party, which approval shall not be unreasonably withheld.

13. INSURANCE

• (a)During the Term, Supplier, at its sole cost and expense, shall carry and maintain minimum insurance coverage and limits as set forth below. The required insurance coverage shall be issued by an insurer(s) with a current A.M. Best rating of at least A-, VIII or equivalent:
  • (i) Worker’s Compensation Insurance (only if Supplier will provide Services [as applicable]) with statutory limits as required by Applicable Law in which the Services are performed pursuant to a Purchase Order and Employer’s Liability Insurance with minimum limits of $1,000,000 USD each accident, $1,000,000 USD each employee by disease, and $1,000,000 USD policy limit – disease.
  • (ii) Commercial General Liability Insurance with minimum limits of $1,000,000 USD per occurrence and $2,000,000 USD annual aggregate for bodily injury, including but not limited to, death, property damage, on-going operations, products completed operations, contractual liability, personal & advertising injury. Products liability insurance shall not limit loss or damage arising out of or resulting from mixing or blending.
  • (iii) Automobile Liability Insurance (only if Supplier will operate automobiles on Buyer’s premises [as applicable]) with minimum limits of $1,000,000 USD combined single limit for liability arising out of the ownership, maintenance, operation or use of any motor vehicle whether owned, hired or non-owned. Appropriate endorsement must be evidenced IF hazardous waste is to be transported – ISO MCS 90 and CA 9948 (Broadened Pollution Liability Endorsement).
  • (iv) Cyber Liability Insurance (where the Product requires the use of any software or sensitive data [as applicable]) with minimum limits of $1,000,000 USD each claim for loss including, but not limited to, damages, fines and penalties arising out of or resulting from Supplier’s acts, errors, or omissions for failure to prevent denial of service, unauthorized access to, unauthorized use of, tampering with or the introduction of malicious or damaging code or malware into firmware, data, software, systems or networks, breach of confidential information, including, but not limited to, breach mitigation costs and regulatory coverage. The retroactive coverage date shall be no later than the commencement date of the Purchase Order. Coverage must be kept in force for at least two (2) years after termination of the Purchase Order or an extended reporting period option of at least two (2) years must be purchased.
• (b) The Commercial General Liability Insurance and Automobile Liability Insurance (if applicable to Supplier) shall (i) name Resorts World Las Vegas LLC, its parent company, subsidiaries and affiliates as additional insureds, including contractual liability coverage for the indemnity provisions contained herein (with respect to the Commercial General Liability Insurance policy), (ii) contain a broad form property damage endorsement, (iii) be primary without regard to any insurance carried by Buyer, and (iv) provide Buyer with at least thirty (30) days prior notice of reduction or cancellation.
• (c) All policies of insurance set forth above shall provide RWLV a waiver of any right to subrogation (“Waiver of Subrogation”) which any insurer of Producer may acquire against RWLV by virtue of the payment of any loss under such insurance. Producer agrees to obtain any endorsement that may be necessary to effectuate this Waiver of Subrogation, and provide RWLV with evidence of the same. However, this provision applies regardless of whether or not RWLV has received a Waiver of Subrogation endorsement from the insurer.
• (d) Supplier will be solely responsible for the deductible(s) or self-insured retention(s) under Supplier’s policies.
• (e) Prior to the commencement of any work, provision of any Products or performance of any Services pursuant to the Purchase Order and at least five (5) days prior to the expiration of each insurance policy, Supplier shall furnish to Buyer with Certificate(s) of Insurance evidencing the required insurance coverage and referencing the Purchase Order. All required Certificate(s) of Insurance shall list as Certificate Holder: Resorts World Las Vegas LLC, 3000 Las Vegas, Blvd., South, Las Vegas, NV 89109, Attention: Risk Management. All required Certificate(s) of Insurance shall be delivered in electronic format via email to riskinsurance@rwlasvegas.com.
• (f) The Description of Operations box in Supplier’s Certificate of Insurance needs to reference the Purchase Order and these Terms and Conditions and confirm that the requisite insurance coverages and endorsements listed in such Certificate of Insurance serve as coverage for Supplier’s contractual obligations under the Purchase Order and these Terms and Conditions (including, without limitation, Supplier’s indemnification obligations).
• (g) The consent of Buyer to the insurance and limits insured as shown herein, shall not be considered as a limitation of Supplier’s liability under the Purchase Order or an agreement by Buyer to assume liability in excess of said amounts or for risks not insured against.
• (h) Supplier will require that any contractor, agent, subcontractor and/or vendor used by Supplier in connection with providing Services under the Purchase Order will meet the above insurance and additional insured requirements and will obtain the appropriate Certificate(s) of Insurance, which may be reviewed by Buyer at its request.

14. LIMITATION OF LIABILITY

• (a) Except as set forth in subsection (b) below, in no event shall either party be liable for any indirect, special, incidental, consequential, or punitive damages under the Purchase Order or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, even if such party has been advised of the likelihood of the occurrence of such damages or such damages are foreseeable, and a party’s aggregate liability hereunder shall not exceed the total value of the Purchase Order.
• (b) The parties agree that the limitations of liability set forth in subsection (a) above shall not apply to a party’s (i) willful misconduct, (ii) gross negligence, (iii) breach of its confidentiality obligations herein, or (iv) indemnification obligations set forth herein.

15. BUYER DATA; EQUIPMENT

• (a) Buyer shall retain title to all data and Confidential Information supplied to Supplier under the Purchase Order.
• (b) Unless requested earlier, Supplier shall promptly return all such data and Confidential Information to Buyer upon completion of the Purchase Order.
• (c) Each party will comply with all applicable U.S. and international privacy and data protection laws and regulations, and will use best efforts to protect personally identifiable information from identity theft, fraud and unauthorized use.
• (d) Any equipment or tools purchased or manufactured specifically for the production, manufacture, or assembly of Buyer’s Products shall be delivered to Buyer at the earlier of completion of work or cancellation of the Purchase Order, and no additional purchase price shall be charged to Buyer for such equipment or tools.

16. WORK ON BUYER’S PREMISES

In the event the Purchase Order requires installation or work by Supplier on Buyer’s premises, (a) all work, whether on-site or off-site, shall be done in strict accordance with union regulations, as applicable; (b) insurance satisfactory to Buyer shall be obtained and certificates evidencing such insurance shall be furnished before work is started; and (c) prior to payment of the purchase price, Supplier shall furnish lien waivers, releases, affidavits, and other documents to keep Buyer’s premises lien free. Supplier may enter Buyer’s property only during hours designated by Buyer. Supplier shall ensure that its employees, agents, and contractors (i) do not obstruct or interfere with the freedom or pleasure of guests or employees of Buyer; (ii) comply with all Applicable Laws while present on Buyer’s property, including applicable workplace safety and health standards and regulations; (iii) comply with any reasonable verbal and/or other instructions communicated to Supplier while onsite; and (iv) Supplier’s employees, agents, and contractors shall be at least twenty-one (21) years of age if working in areas of Buyer’s property where underage individuals are prohibited by Applicable Law (e.g., casino, night clubs, bars, etc.). Buyer may exclude any employees, agents, and contractors of Supplier from the property of Buyer for any reason at any time, in its reasonable discretion.

17. EXPENSES

Buyer will not bear any expenses (airfare, car rental, lodging, license and permit fees, etc.) of Supplier unless such expenses:

• (a) are approved by Buyer in writing prior to being incurred by Buyer; and
• (b)comply with Buyer’s then-current reimbursable expenses policy (available upon request).

18. SOFTWARE LICENSE.

If any software is necessary to operate the Products, Supplier hereby grants to Buyer a perpetual, royalty-free, irrevocable and transferable license to use such software and any accompanying manuals or documentation. Supplier shall provide Buyer with any updates, changes or modifications to such software and user manuals at no additional charge. Supplier warrants that Supplier has the right, title and authority to license or sublicense any such software, and that such software does not infringe on any third party’s copyright, patent, trade secret or other intellectual property rights.

19. SAFETY DATA SHEETS

To the extent applicable, Supplier shall provide Buyer with a current safety data sheet for each Product, as may be required by Applicable Law.

20. INTELLECTUAL PROPERTY

• (a) Supplier has no right to, or interest in, the name “Resorts World” or any registered or unregistered service mark or trademark of Buyer or its affiliates, and Supplier shall not, in any manner, use such names or marks in the promotion of Supplier’s business, without Buyer’s prior written consent.
• (b) Each party shall retain sole and exclusive right, title and interest in intellectual property owned by that party as of the effective date or which is hereafter developed by that party independent of the Purchase Order.

21. MATERIAL BREACH; CANCELLATION.

• (a) In addition to all other rights and remedies provided for hereunder or under Applicable Law, Buyer may cancel all or any part of the Purchase Order: (i) if Supplier materially breaches any of the terms, warranties or provisions hereof; (ii) upon the occurrence of any event entitling Buyer to reject the Products; and/or (iii) if any insolvency proceeding is instituted by or against Supplier.
• (b) Buyer, in Buyer’s sole discretion, may cancel the Purchase Order at any time as to non-conforming Products and/or Products not delivered pursuant to the terms of the Purchase Order.
• (c) Buyer shall not be deemed to have cancelled the Purchase Order unless it notifies Supplier of its intent to do so in writing. Upon receipt of such notice, Supplier will immediately stop its work and/or Services and notify any other parties performing any part of the work and/or Services, and will protect any property, data or Confidential Information in Supplier’s possession in which Buyer has or may acquire an interest.
• (d) In the event of cancellation by Buyer pursuant to this Section, Buyer shall pay for Products and/or Services provided hereunder up to the effective date of such cancellation.

22. GENERAL

• (a) Any overtime or other additional extraordinary costs incurred by Supplier to perform its obligations under or otherwise comply with the Purchase Order shall be borne by Supplier.
• (b) Supplier shall provide adequate assurance of due performance of Supplier’s obligations hereunder within three (3) business days of Buyer’s written demand for such assurance, and failure to provide such assurance shall be deemed a material breach hereunder.
• (c) All representations and warranties shall survive the cancellation of the Purchase Order and/or the delivery and acceptance of the Products and the payment of the purchase price.
• (d) All waivers of performance of or adherence to the terms and conditions of the Purchase Order must be in writing and signed by the party waiving the same. The failure of a party to require the performance of any obligation herein, or the waiver by a party of any breach hereof, shall not constitute a waiver of future performance or any subsequent breach.
• (e) In the event of a dispute between the parties arising out of the Purchase Order, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs.
• (f) The Purchase Order constitutes the entire agreement between the parties and supersedes all prior contracts, representations, negotiations and terms pertaining to the Products, whether written or oral.
• (g) The Purchase Order shall be governed by and construed according to the laws of the State of Nevada without giving effect to choice of law principles. The federal and state courts of Clark County, Nevada, shall have exclusive jurisdiction over matters relating to the Purchase Order.
• (h) At no time shall either party represent itself as an agent, employee, lessee, sub-lessee, partner or joint venture partner of the other party, and no employer-employee relationship shall exist between either party and any employee or agent of the other party. Neither party hereto shall have the express or implied right or authority to assume or create any obligation on behalf or in the name of the other party or to bind the other party in regard to any contract, agreement or undertaking with any third party.
• (i) Any and all notices or demands provided for, permitted or required to be given in connection with the Purchase Order shall be in writing and sent to the parties’ respective addresses and contacts first set forth in the Purchase Order. A copy of any notice shall also be sent to: Resorts World Las Vegas LLC, Attention: General Counsel, 3000 Las Vegas Boulevard South, Las Vegas, Nevada 89109, but such copy shall not constitute notice hereunder.
• (j) The Purchase Order may not be modified, supplemented or changed except pursuant to a change order or written amendment, and signed by a duly authorized representative of each party.
• (k) Supplier may not assign or encumber its interest in the Purchase without the prior written consent of Buyer.
• (l) In the event that any of Supplier’s obligations are subcontracted, Supplier shall retain the entire responsibility for the obligations subcontracted. Supplier understands, acknowledges and agrees that its use of subcontractors shall not in any way alter its obligations, representations and warranties made herein. Supplier shall be fully responsible for all acts and omissions of its subcontractors.
• (m) Supplier acknowledges that (i) Buyer and its affiliates are subject to the requirements of and exist only because of privileged licenses issued by governmental authorities; (ii) strict gaming laws and regulations prohibit Buyer and its affiliates from maintaining any business relationships or other associations with persons or entities that are unsuitable (as defined and determined by relevant governmental and regulatory authorities); and (iii) Buyer’s Ethics and Compliance Program (the “Compliance Program”) requires Buyer to conduct suitability reviews of certain potential vendors and/or business partners and/or such party’s owners and key principals (each, a “Suitability Review”). If Buyer determines in its sole and reasonable discretion, acting in good faith, that a Suitability Review of Supplier under the Compliance Program is required, Supplier shall cooperate with Buyer and promptly provide any information requested by Buyer for that purpose. All information provided to Buyer pursuant to this Section shall be subject to Buyer’s confidentiality obligations set forth in these Terms and Conditions. Buyer may immediately cancel the Purchase Order upon written notice to Supplier if (a) Buyer is directed by any gaming regulatory agency to terminate the Purchase Order and/or to cease all business or other associations with Supplier; (b) Buyer determines in its sole and reasonable discretion, acting in good faith, that (1) its association with Supplier could violate any laws or regulations regarding prohibited relationships between gaming companies and third parties, or (2) it would be in Buyer’s best interest to terminate its relationship with Supplier to protect any of Buyer’s or its affiliates’ contemplated or pending licensing applications or privileged gaming licenses; or (c) Supplier fails to cooperate and/or provide any information requested by Buyer pursuant to a Suitability Review. Notwithstanding anything to the contrary herein, in the event Buyer cancels the Purchase Order pursuant to this Section, Buyer shall have no further liability to Supplier except for payment of amounts due for any Services provided or work performed by Supplier prior to the effective date of such cancellation, unless Buyer is prohibited from making such payments by any gaming or other regulatory agency.
• (n) Without expressed prior and written consent of Buyer, Supplier acknowledges that it shall not advertise, publish or otherwise disclose in any press release or other form of distribution (i) its association with Buyer, or (ii) any aspects of this Purchase Order.

23. ENTIRE AGREEMENT

Except as provided herein or as otherwise agreed upon by the parties in a separate written agreement relating to the subject matter hereof, this Purchase Order and any documents referenced herein constitute the entire agreement between the parties regarding this Purchase Order and replace any contemporaneous oral or written communications between the parties related hereto.

Resorts World Las Vegas encourages responsible gaming and offers patrons the ability to limit their GamingPlay deposits amounts (“Deposit Limits”). If you would like to set a daily Deposit Limit, follow these procedures:

1. Proceed to the Cage & Loyalty Services and request to set you GamingPlay deposit limit.

2. Ask to set your own personal amount (this process will require additional assistance to complete).

3. Once your deposit limit is set, you may use your physical Genting Rewards card at the slot machine or table game of your choice to make your GamingPlay wagers. (Note: Cardless Play and GamingPlay wagering will not be available through the Resorts World Las Vegas mobile app)

Updated on 10/7/2022