Terms and Conditions of Use of Supplier Portal SUPREMA.

1. INTRODUCTION AND ACCEPTANCE

• The present document provides the Terms and Conditions of Use of the website www.suprema.comau.com (hereinafter, the “Terms of Use”), published at www.suprema.comau.com (hereinafter, the “Supplier Portal”) owned by Comau S.p.A. (hereinafter, “Comau”) to which any Internet user wishing to navigate on the Supplier Portal shall comply.
• If you agree to these Terms of Use, please express your consent by clicking ""I AGREE"" below. If you do not agree, or if you have any questions, please click ""I DO NOT AGREE."" By clicking ""I DO NOT AGREE"", you will not be able to access the Supplier Portal. The access to the Supplier Portal and every activity that implies the navigation on the corresponding web pages are reserved to adults and constitutes full acceptance of the Terms of Use.
• Whereas in the web pages of the Supplier Portal are presented contents subject to special terms and conditions, these special terms and conditions shall prevail on the Terms of Use.
• By agreeing to these Terms of Use, you agree to these Terms of Use for each person who uses the Supplier Portal in the name and on behalf of the company to which you belong to (hereinafter, the 22Supplier22), including its parent companies, affiliates, subsidiaries, representatives, officers, directors, Supplier's employees, contract workers, agents or other individuals authorized to access the Supplier Portal (collectively, 22Users22).
• Users may access the Supplier Portal as: (i) persons that have been appointed as root-administrator by the Supplier to manage the Supplier Portal (Primary Administrator), or (ii) persons that have been appointed by a Primary Administrator to access the Supplier Portal as end users (“End Users”).

2. ACCESSING THE SUPPLIER PORTAL

• To access the Supplier Portal as User, you shall use your registered account data (ID and Password), provided by Comau in reply of the account activation requested by the Supplier through the SUPREMA Portal account form.
• ID and Password are strictly personal. You shall carefully file ID and Password, keep them secret and reserved, not communicate or assign them to any third party.
• The Supplier shall promptly inform Comau in case of loss, theft or unauthorized communications to third parties. You and the Supplier must adopt adequate measures to maintain the confidentiality of IDs and Passwords.
• In case you are a Primary Administrator, in addition, as part of the account registration process, Comau may grant you the right under these Terms of Use: (i) to request access for an indefinite number of End Users; and (ii) to request these same privileges that you have as Primary Administrator for one or more individuals.
• Supplier is responsible towards Comau for all acts or omissions of any User who accesses the Supplier Portal using an ID or Password and for the compliance with these Terms of Use.

3. REVOKING OR BLOCKING USER ACCESS

• Primary Administrators shall adopt reasonable measures to identify when a User is no longer an employee or is no more related to Supplier's relationships with Comau. In this event, Primary Administrators shall request the deactivation of the access to the Supplier Portal for such User. This request will block or revoke User access to the Supplier Portal permanently or even temporarily, if applicable. Comau is not responsible for such occurrences. In addition, Comau reserves its right to deactivate Users’ accounts for any reason whatsoever or to block or revoke access to all Users of a Supplier.

4. UNAUTHORIZED ACCESS

• User shall not access, or attempt to access, any applications or areas of the Supplier Portal unless previously authorized by Comau under the terms and conditions explained above.

5. CONTENT

• ""Portal Contents"" means the information, data and materials available on the Supplier Portal, (including any application on the Supplier Portal), including ""User-supplied Content"" and ""Comau Content"" as defined below. Portal Contents may come from a variety of sources and may be modified by different agents (both human and machine- processing is allowed).
• ""User-supplied Content"" means all information, data or materials that Users may upload, create or modify in the Supplier Portal.
• ""Comau Content"" means Portal Contents owned by Comau or owned by third parties and uploaded on the Supplier Portal by Comau.

6. DISCLAIMER OF WARRANTIES

• THE FUNCTIONALITY OF THE SUPPLIER PORTAL AND ALL COMAU CONTENTS ARE PROVIDED TO YOU ""AS IS,"" WITHOUT ANY WARRANTY OF ANY TYPE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRIGEMENT. SUPPLIER AND ITS USERS USE THE SUPPLIER PORTAL, AND THE INTERNET AND ALL CONTENT OF ANY TYPE ENTIRELY AT SUPPLIER'S OWN RISK.
• Notwithstanding the foregoing, Comau expressly disclaims responsibility as follows:
  1. Responsibility for data accuracy, errors, destruction or delay.Comau disclaims responsibility for (i) accuracy or absence of errors in Portal Contents; (ii) any delay in the transmission of any Portal Content; or (iii) the destruction of any Portal Content or User-supplied Content by anyone or any system, and, in any case, even if the error, delay or destruction harms Supplier, its parents companies, affiliates , subsidiaries, representatives, officers, directors, Supplier's employees, contract workers, agents or otherwise affects their ability to meet its obligations to Comau or to any third party.
  2. Responsibility for Security of the Internet network.Comau disclaims responsibility for the security of, or for unauthorized access or use or other security violations conducted by anyone on, the Supplier Portal or the Internet, even if the security violation harms Supplier or otherwise affects their ability to meet its obligations to Comau or any third party.
  3. Responsibility for Unavailability or for Service Levels. Comau disclaims responsibility for the availability of, or lack of availability of, or the speed or response time, or for technical or other support in the event of malfunctions, delays or shutdowns, for either the Supplier Portal or the Internet connections, even if the unavailability, lack of speed or response time or deficient support harms Supplier or otherwise affects Supplier's ability to meet its obligations to Comau or any third party.
  4. Responsibility for business results. Comau is not responsible for business results that Supplier or its Users obtain when they use, or when they are unable to use, the Supplier Portal.

7. OWNERSHIP AND PROTECTION OF CONFIDENTIAL INFORMATION

1. Confidential Information. By using the Supplier Portal, Suppliers and Users will have access to technical and/or commercial data and information related to COMAU’s business fields (collectively, “Confidential Information”), owned by Comau and/or by the companies belonging to FCA Group and/or by the customers of Comau and/or by third parties with commercial relationships in place with COMAU (hereinafter, the ""Companies"")
   Suppliers and Users undertakes not to use or disclose any Confidential Information for any other purpose other than the purpose of conducting Supplier's ordinary business by providing goods or services to Comau and to the Companies.
2. Ownership of Confidential Information and Data.
   In customer-supplier relationships with Comau and the Companies, all Confidential Information and any and all other data that Comau and/or a Company enter directly or indirectly into the Supplier Portal even if not of confidential nature (""Data"") remains the property of Comau and/or of the Company. Comau and/or Company owns all right, title and interest, including any and all copyrights, patents, trade secrets, trademarks or any other proprietary right in the Confidential Information and Data and in any derivative work or further improvement of it.
   At Comau/Company simple request, Supplier agrees to return or destroy and give notice of destruction, if requested, of all copies of any Confidential Information or Data in any form in its possession.

8. OWNERSHIP AND RESPONSIBILITY FOR USER-SUPPLIED CONTENTS

• Supplier is solely responsibility for User-supplied Content, including the responsibility for obtaining all permissions or licenses to upload, modify or transmit the User-supplied Content. Supplier retains ownership or any other proprietary right it may have in any User-supplied Content. Supplier grants Comau the limited right to use and display all User-supplied Content in connection with operations and uses of Supplier Portal by Comau and any other user authorized by Comau.

9. COMPLIANCE WITH LAWS

• Supplier and User must comply with all Laws. ""Laws"" means all laws and regulations applicable to the access or use of the Supplier Portal and all information or other content, including Portal Content, including but not limited to all applicable federal, state and local laws, statutes, regulations, rules, executive orders, government directives, or binding pronouncements of or by any government or any of its departments or agencies having jurisdiction over a Supplier or any User.

10. INDEMNITY

• Supplier agrees to defend, indemnify and hold harmless Comau and its parents companies, affiliates , subsidiaries, representatives, officers, directors, employees, contract workers and agents, from all liabilities, claims, costs, and expenses of any type, including reasonable attorneys' fees (collectively ""Losses""), resulting from: (i) negligent acts, omissions, or willful misconduct of any person who accessed the Supplier Portal with a Password or ID assigned to Supplier; (ii) any breach by Supplier or any User of these Terms of Use or violation of any rule or term of use imposed by Comau with respect to the Supplier Portal; (iii) any violation of a Laws by Supplier or any User; (iv) infringement of any third party's intellectual property rights worldwide, including copyrights, patent, trademarks, trade secrets or other proprietary rights arising out of User-supplied Contents.

11. TERM and TERMINATION

• Term. The term of these Terms of Use begins when you agree to these Terms of Use, and it ends when a party terminates it under these Terms of Use.
• Termination. Supplier may terminate these Terms of Use with prior written notice to Comau. However, Supplier is not relieved from its obligations under these Terms of Use as long as any User with ID/Password assigned to Supplier has access to the Supplier Portal, for the time period needed to deactivate all IDs/Passwords assigned to Supplier.

12. EXCLUSIONS OF LIABILITY

• COMAU DISCLAIMS ITS LIABILITY FOR ANY DAMAGES OF ANY TYPE, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS PROFITS OR REVENUES, DAMAGES ARISING OUT OF ERRORS, THE LOSS OR DESTRUCTION OF DATA OR BUSINESS INTERRUPTION, EVEN IF COMAU HAD REASON TO KNOW THE LIKELIHOOD OF SUCH DAMAGES AT THE TIME OF CONTRACTING, EXCEPT FOR PERSONAL INJURY OR PHYSICAL PROPERTY DAMAGE CAUSED BY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF COMAU.

13. WEB SITE TERMS OF USE

• Web Site Content.
  The Supplier Portal web site (""Web Site"") contains trademarks, service marks, logos, data, text, graphics, photographs, sound, video, and other content owned by Comau or its licensors (""Web Site Content""). As between you and Comau, Comau is the sole owner of all Web Site Content on the Web Site, including without limitation, all copyrights, trademarks, service marks and other intellectual property rights thereto. You may not download or save a copy of the Web Site Content or any portion thereof, for any purpose, except you may print a copy of individual screens appearing as part of the Web Site solely for your personal, non-commercial use or records, provided that any proprietary rights notices, marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens. Except as expressly permitted in these Terms of Use, you may not modify, copy, publish, display, transmit, adapt or in any way exploit the Web Site Content, without express prior permission of Comau.
  You shall not copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, share or otherwise assign to any third party any portion of the Web Site, or use any portion of the Web Site to operate a time sharing service, service bureau or perform services for third parties.
• User Conduct.
  You shall not upload, post, email or otherwise transmit through the Web Site contents that:
  1. Are Offensive;
  2. Are malicious or intended to damage IT infrastructure of the Web Site;
  3. Are knowingly untrue, inaccurate or misleading;
  4. Interfere with the operation of the Web Site in any manner.
  ""Offensive"" means that: (a) is defamatory, illegal or illicit; (b) a reasonable person would consider it as harassing, abusive, threatening, obscene, hateful or racially or ethnically disrespectful; (c) constitutes a breach of any person's privacy rights; (d) violates any statute, regulation or ordinance; or (e) promotes software or services that deliver unsolicited mail.
  You further agree that you will not:
  1. use the Web Site, or any part thereof, to stalk or harm any other User or any other person in any way;
  2. impersonate any person or entity, including, but not limited to, a Comau’s officer, director, or representative, or express false statements or otherwise misrepresent your affiliation with a person or entity;
  3. fabricate headers or otherwise manipulate identity signs in order to disguise the origin of contents transmitted on or through the Web Site;
  4. interfere with or disrupt the Web Site or servers or networks connected to the Web Site, or refuse to observe any requirements, procedures, policies or regulations of networks connected to the Web Site;
  5. hack, infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Web Site;
  6. harvest, collect or store information about the Users of this Web Site or the contents posted by others Users on this Web Site or use such information for any purpose inconsistent with the purpose of this Web Site;
  7. use any automated procedure to gather information or data on or from the Web Site by means of ""bots"";
  8. breach or attempt to breach the security of software, network, servers, data, computers or other hardware relating to the Web Site or that of any third party that is hosting or interfacing with any part of the Web Site, or use or distribute on the Web Site software or other tools or devices designed to compromise privacy or security;
  9. create any advertising frames at any other Web sites or promote bonus items, giveaways, random drawings, contests or prizes on the Web Site.
• Linked Sites.
  Comau may provide links to third parties' web sites and access to content from third parties (""Linked Sites"") from the Web Site. Linked Sites are not reviewed, controlled or examined by Comau in any way and Comau is not responsible or liable for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Comau's endorsement or association with the Linked Sites. You should refer to the policies posted by such Linked Sites regarding data collection, privacy and other topics before you use them.
• Privacy Policy.
  Personally identifiable information collected on the Supplier Portal shall be processed in compliance with Comau S.p.A. Privacy Policy, available in ""Privacy Policy"" section of the Web Site, which is intended to be an integral part of these Terms of Use.

14. GENERAL

• Assignment. Comau may assign these Terms of Use. You and the Supplier may not assign these Terms of Use or any right or obligation hereunder.
• Modification of Terms. Comau reserves the right to modify these Terms of Use at any time. Comau will take reasonable measures to notify You of any such modifications and provide You with the opportunity to review such changes and accept/reject the new version.
• Equitable Relief. Any breach of the confidentiality provisions of these Terms of Use will result in irreparable harm to Comau. Supplier therefore agrees that Comau has the right to an injunction or other equitable relief to enforce these Terms of Use and any provision herein, without prejudice to any other rights and remedies that Comau may have.
• Choice of Law. These Terms of Use are governed by and must be construed in accordance with the laws of Italy, without reference to its conflict of laws principles.
• Jurisdiction. In case of dispute arising out of or in connection to these Terms of Use, the Courts of Turin (Italy) shall have jurisdiction. Comau reserves its right to claim in front of competent jurisdiction of the country where the Supplier has its registered business address.
• Entire Agreement. These Terms of Use constitute the entire agreement and supersede any prior agreement between Supplier and Comau concerning the subject matter of these Terms of Use.
• No Waiver. Any failure by Comau, the Supplier or the User to enforce a right, including without limitation, a right arising as a of a breach of these Term of Use, or to insist upon performance of an obligation arising under these Terms of Use may not be construed as a waiver of any of that party's rights, does not affect the validity of these Terms of Use or any part of them, and does not prejudice that party's rights regarding any subsequent action.
• Notice. In order to be effective, a notice given pursuant to these Terms of Use must be:
  1. in writing (which includes an electronic record);
  2. sent by any form of communication that the party has reason to believe the other party will receive promptly, including but not limited to mail, courier service, facsimile or email;
  3. sent to registered business address or to other address made known by the addressee.
  Addresses may be changed by notifying such change in writing.
• Survival. The provisions of Sections 5, 6, 7, 8, 9, 10, 11 and 12 will survive termination of these Terms of Use for any reason.
• Invalidity. If any provision of these Terms of Use is held to be invalid or unenforceable, in whole or in part, it shall not affect the validity or enforceability of the other provisions of these Terms of Use, and any part of such provision not held invalid or unenforceable shall remain in effect.