Supplier Access Agreement By accessing this Supplier Portal (“Portal”) you (“Supplier”) accept and agree to the terms of this Agreement (this “Agreement”) with (“Company”). Access Rights and Restrictions. Subject to the terms of this Agreement, Company will use reasonable efforts to make the Portal service available to Supplier in accordance with, and for the term of, this Agreement to permit Users (employees and agents of Supplier who are authorized to use the Portal Service) to remotely access and use the Portal service through the Internet solely to interact with the Company (the “Permitted Use”). Supplier is hereby granted a limited, nonexclusive right to use the Portal materials in connection with its Permitted Use. All rights or interests not expressly granted to Supplier under this Agreement are reserved by Company. Supplier is and shall be responsible for the acts and omissions of Users as if they were the acts and omissions of Supplier. Supplier shall not, and shall ensure that Users do not: copy, translate, disassemble, decompile, reverse- engineer or otherwise modify any part of the Portal service; (b) transmit any content, data or information that is unlawful, abusive, harassing, tortious, defamatory, vulgar, libelous, invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (c) infringe, violate or otherwise misappropriate the intellectual property, privacy, publicity, or any other proprietary rights of any entity or person; (d) interfere with or disrupt the software and systems used to host, or connected with, the Portal service; (e) use the Portal service in the operation of a service bureau, outsourcing or time-sharing service; (f) circumvent or disclose the user authentication or security of the Portal service or any host, network, or account related thereto; (g) access the Portal service for the purpose of developing, or assisting in the developing of, a competitive product or service, or for copying its features or user interface; (h) permit access to the Portal service by a direct competitor of Company; or (i) make any use of the Portal service that violates any applicable local, state, national, international or foreign law or regulation. Supplier agrees to comply with all applicable laws, statutes, ordinances and regulations regarding use of the Portal services, including, without limitation, U.S. export laws and regulations. Supplier represents that it is not prohibited from receiving United States exports or importing into the United States by listing on export/import denial lists published by any United Sates Government agency or department. Supplier further agrees that it shall not provide access to the Portal service to any person listed on any such United States Government list of prohibited and restricted parties. Other than providing access to the Portal service as set forth in this Agreement, Company makes no other agreements with Supplier regarding the Portal service. Supplier Data. Supplier will implement technical and organizational measures necessary to meet requirements under applicable data protection laws and to reasonably protect Supplier data. Supplier shall be responsible for the content of Supplier data and for entering Supplier data into the Portal service. Supplier agrees that it has collected and shall maintain and handle all Supplier data in compliance with all applicable data privacy and protection laws, rules, and regulations. Warranty and Disclaimer. Each party represents and warrants that is shall take commercially reasonable efforts to ensure that the information provided to the other shall be free of any virus, Trojan Horse, cancel bot, time bombs or other devices intended to disable or to erase, damage or corrupt software, hardware or data. SUPPLIER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PORTAL SERVICE AND THE PORTAL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY MATTER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NONINFRINGEMENT ARE DISCLAIMED. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT AGAINST THE LOSS OF DATA OR THAT THE PORTAL SERVICE WILL BE UNINTERRUPTED, FREE FROM ERRORS OR DEFECTS, OR PROVIDED WITHOUT DELAY, OR THAT ERRORS OR DEFECTS ARE CAPABLE OF BEING CORRECTED. Limitation of Liability. THE TOTAL LIABILITY OF EACH PARTY TO THE OTHER IN RESPECT OF ALL CLAIMS UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS (US $1,000). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, OR LOSS OR INACCURACY OF ANY DATA, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT REASONABLY FORESEEABLE, INCURRED BY THE OTHER PARTY OR A THIRD PARTY RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE THE PORTAL SERVICE OR PORTAL MATERIALS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE. Third-Party Terms. The apexportal uses or integrates certain third-party resources and by accessing or using the apexportal, you agree to comply with all applicable law, regulation and the following additional third-party terms: Google APIs Terms of Service (https://www.google.com/intl/en/policies/terms/) Your use of the Invisible reCAPTCHA is subject to the Google Privacy Policy and terms of use. If you are from the European Union, you agree to company with the EU User Consent Policy set forth at https://www.google.com/about/company/user- consent-policy.html. Term and Termination. This Agreement shall terminate immediately upon sixty (60) days’ written notice to the other party of termination for convenience. In addition to Company’s termination rights set forth in Section 5.1 above, Company may deactivate Supplier’s access credentials and/or temporarily suspend access to the Portal service or a portion thereof if Company reasonably determines that the continued use of the Portal service may result in harm to the Portal service, Company’s intellectual property rights, or the rights of third parties. Administrative. This Agreement constitutes the complete and exclusive agreement between Company and Supplier with respect to Supplier’s use of the Portal service and other subject matter hereof. Construction and conflicts under this Agreement shall be governed by any underlying supply, vendor or services agreement between the Supplier and the Company. Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement.