BOSCH PACKAGING DATA SHEET (BPDS) PORTAL - TERMS OF USE

1.1 In these Terms of Use, the following capitalized terms have the meanings set forth below:

1.2 Interpretation. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) a reference to a "Section" is a reference to a section of these Terms; (c) "including" means "including without limitation"; and (d) headings are for convenience only and do not affect interpretation.

2.1 These Terms of Use govern Supplier's access to and use of the Portal. By accepting these Terms, Supplier obtains a limited right to access and use the Portal solely for the Purpose.

2.2 These Terms of Use do not modify, amend, or supersede any Supply Agreement between Supplier and Bosch or any Bosch Group entity. In the event of a conflict between these Terms and a Supply Agreement with respect to commercial transactions (including pricing, delivery, quality, or warranty of goods), the Supply Agreement shall control. These Terms control solely with respect to access to and use of the Portal.

2.3 The Portal is operated by Operator on behalf of Bosch. Operator acts solely as a service provider and processor to Bosch and has no independent obligations to Supplier beyond the technical operation of the Portal. All notices, claims, and communications relating to the Portal shall be directed to Bosch unless otherwise specified herein.

2.4 Bosch reserves the right to engage subcontractors, including Operator and other Bosch Group entities, in connection with the operation, hosting, maintenance, and support of the Portal.

3.1 Clickwrap Acceptance. These Terms of Use are presented to each Authorized User upon first login to the Portal via SingleKey. By clicking "I Accept" (or a substantially similar affirmative action), the Authorized User accepts these Terms on behalf of Supplier. Each Authorized User represents and warrants that they have the authority to bind Supplier to these Terms. Acceptance by any Authorized User constitutes acceptance by the Supplier entity (enterprise account).

3.2 SingleKey Authentication. Access to the Portal requires authentication through SingleKey. Supplier acknowledges that use of SingleKey is subject to the applicable SingleKey terms of service, which are separate from and in addition to these Terms.

3.3 Supplier Plant Administrator. Supplier shall designate at least one Supplier Administrator responsible for: (a) provisioning and deprovisioning Authorized Users; (b) assigning and managing role-based access controls; (c) maintaining an accurate and current list of Authorized Users; and (d) ensuring that each Authorized User is aware of and complies with these Terms.

3.4 User Management Obligations. Supplier shall: (a) ensure that each Authorized User uses unique login credentials and does not share credentials with any other person; (b) promptly revoke access for any Authorized User who no longer requires access (including upon termination of employment or change of role); (c) notify Bosch promptly of any suspected unauthorized access to or use of the Portal; and (d) maintain appropriate internal controls regarding access to the Portal.

3.5 Credential Security. Supplier is responsible for all activities occurring under its account and the accounts of its Authorized Users, whether or not authorized by Supplier. Supplier shall immediately notify Bosch of any known or suspected breach of security, loss, theft, or unauthorized use of any Authorized User's credentials.

3.6 No Entitlement. Bosch reserves the right to decline or revoke registration of any Authorized User or Supplier at any time, with or without cause. There is no entitlement to registration or continued access.

3.7 Role-Based Access. Access to Portal features and data is structured according to defined user roles (e.g., Supplier, Supplier Plant Administrator, Approver). Bosch may modify available roles and permissions at any time. Authorized Users shall only be granted the minimum access necessary for performance of their designated functions.

4.1 Supplier Content License. By uploading or submitting Supplier Content to the Portal, Supplier grants to Bosch a non-exclusive, royalty-free, worldwide, transferable (within the Bosch Group and to Bosch's service providers) license to use, reproduce, store, display, transmit, and process the Supplier Content solely for the purposes of: (a) operating, maintaining, and improving the Portal; (b) fulfilling purchasing and logistics operations in connection with Supply Agreements; and (c) securing the Portal and complying with applicable law. This license survives termination to the extent necessary for Bosch's archival and compliance obligations. No sale of Supplier Content shall occur.

4.2 Ownership. As between the Parties, Supplier retains all right, title, and interest in and to Supplier Content. Nothing in these Terms transfers ownership of Supplier Content to Bosch.

4.3 Supplier Responsibility. Supplier is solely responsible for the accuracy, completeness, legality, timeliness, and quality of all Supplier Content. Bosch assumes no liability for Supplier Content and has no obligation to review or verify Supplier Content prior to its use.

4.4 Data Processing and Privacy. Supplier Content is expected to consist primarily of business operational data (packaging specifications, order data, logistics information) and limited business contact information of Authorized Users (name, business email, business telephone, and role). Supplier shall not upload to the Portal any: (a) sensitive personal data or special categories of personal data (e.g., health, biometric, or financial account information); (b) personal data of consumers or individuals unrelated to the business relationship; or (c) data subject to heightened regulatory requirements (e.g., HIPAA-protected health information) without Bosch's prior written consent. Any personal data provided by Supplier to Bosch through or in connection with the Portal, including, but not limited to account information, will be processed by Bosch in accordance with all applicable laws, regulations and Bosch’s Privacy Policy, and solely to the extent necessary for the provision of the Portal.

4.5 Controller/Processor Roles. To the extent any Personal Data is processed in connection with the Portal: (a) Supplier remains the controller (or "business" under the California Privacy Rights Act, if applicable) with respect to any Personal Data it provides; (b) Bosch processes such Personal Data as a controller for its own legitimate business purposes related to the Portal and purchasing operations; and (c) Operator acts as a service provider/processor to Bosch. A Data Processing Addendum is available upon request if material Personal Data is processed through the Portal.

4.6 Cross-Border Transfers. Supplier acknowledges that Supplier Content (including any Personal Data therein) may be transferred to and processed in the United States, Mexico, and other countries where Bosch Group entities or their service providers operate. Such transfers shall be subject to appropriate safeguards consistent with applicable law.

4.7 Security Measures. Bosch has implemented and maintains reasonable administrative, technical, and physical security measures designed to protect Supplier Content against unauthorized access, disclosure, alteration, or destruction, consistent with Bosch's internal information security standards. Bosch does not warrant that the Portal is impervious to all security threats.

5.1 Bosch Ownership. The Portal, including all software, source code, object code, algorithms, databases, user interfaces, designs, documentation, trade secrets, and all related Intellectual Property Rights, is and shall remain the exclusive property of Bosch, Operator, their affiliates, or their respective licensors. Nothing in these Terms grants Supplier any ownership interest in or to the Portal.

5.2 Limited License. Subject to Supplier's compliance with these Terms, Bosch grants Supplier a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Portal solely for the Purpose during the term of these Terms. This license does not include any right to: (a) modify, adapt, translate, or create derivative works of the Portal; (b) sublicense, sell, rent, lease, or distribute the Portal; (c) use the Portal for the benefit of any third party; or (d) access the Portal to build a competitive product or service.

5.3 Reservation of Rights. All rights not expressly granted herein are reserved by Bosch, Operator, and their respective licensors. No implied licenses are granted under these Terms.

5.4 Feedback. If Supplier or any Authorized User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Portal ("Feedback"), Supplier hereby grants to Bosch a perpetual, irrevocable, royalty-free, worldwide, fully paid-up, sublicensable license to use, reproduce, modify, and incorporate such Feedback into the Portal or any Bosch product or service without restriction or obligation to Supplier.

5.5 Trademarks. "Bosch," the Bosch logo, and other Bosch marks are trademarks of Robert Bosch GmbH or its affiliates. Nothing in these Terms grants Supplier any right to use any Bosch trademark, trade name, or logo without prior written consent.

6.1 Permitted Use. Supplier and its Authorized Users may access and use the Portal solely for the Purpose and in compliance with these Terms, applicable law, and any supplemental policies or guidelines published on the Portal.

6.2 Prohibited Conduct. Supplier shall not, and shall ensure that its Authorized Users do not, directly or indirectly:

6.3 Rate Limits and API Usage. Bosch may impose reasonable rate limits, usage quotas, or technical restrictions on Portal access. Supplier shall comply with any such limits communicated by Bosch. If the Portal offers API access, such access is governed by these Terms and any supplemental API terms published by Bosch.

6.4 Suspension. Bosch may immediately suspend or restrict Supplier's or any Authorized User's access to the Portal, without prior notice, if Bosch reasonably determines that: (a) Supplier or an Authorized User has violated these Terms of Use; (b) continued access poses a security risk to the Portal, Bosch, or any third party; (c) suspension is required by law or a governmental authority; or (d) Supplier's account is subject to suspected fraud or unauthorized use. Bosch will use reasonable efforts to provide notice of suspension promptly thereafter, except where prohibited by law.

6.5 Reporting. If Supplier becomes aware of any illegal, abusive, or unauthorized use of the Portal (by its Authorized Users or otherwise), Supplier shall promptly notify Bosch at the contact address provided on the Portal.

7.1 Availability. The Portal is provided on an "AS IS" and "AS AVAILABLE" basis. Bosch does not guarantee uninterrupted, continuous, or error-free access to the Portal. The Portal may be temporarily unavailable due to scheduled maintenance, system updates, security patches, or circumstances beyond Bosch's reasonable control.

7.2 Maintenance. Bosch may perform scheduled and unscheduled maintenance on the Portal. Bosch will use commercially reasonable efforts to provide advance notice of planned maintenance that may result in material downtime, but is not obligated to do so.

7.3 Modifications and Discontinuation. Bosch reserves the right, at any time and without liability, to: (a) modify, update, or enhance the Portal's features, functionality, or user interface; (b) discontinue any feature or service offered through the Portal upon thirty (30) days' prior notice (or such shorter period as may be necessary for security or legal reasons); or (c) discontinue the Portal entirely upon sixty (60) days' prior notice. Bosch shall have no liability to Supplier for any modification or discontinuation of the Portal.

7.4 Supplier Responsibilities. Supplier is solely responsible for providing and maintaining, at its own cost and expense, all hardware, software, internet connectivity, and other equipment and services necessary to access and use the Portal. Bosch is not responsible for any failures, delays, or degradation of performance attributable to Supplier's equipment, networks, or internet service providers.

7.5 Support. Bosch may, but is not obligated to, provide support services in connection with the Portal. Any support provided shall be at Bosch's sole discretion and subject to such terms as Bosch may communicate.

8.1 Obligations. Each Party shall: (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for purposes related to the Portal and the Purpose.

8.2 Permitted Disclosures. A Party may disclose Confidential Information: (a) to its employees, contractors, affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; (b) to Operator, solely to the extent necessary for Operator to perform its role as service provider; or (c) as required by applicable law, regulation, court order, or governmental authority, provided that the disclosing Party (to the extent legally permitted) gives the other Party prompt written notice to allow the other Party an opportunity to seek a protective order or other appropriate remedy.

8.3 Supplier Content. Supplier Content shall be treated as Supplier's Confidential Information, subject to Bosch's rights under Section 4.1 and to necessary sharing within the Bosch Group and with service providers under a duty of confidentiality for the Purpose.

8.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure without restriction; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

8.5 Duration. The obligations of confidentiality under this Section 8 shall survive termination of these Terms and continue for a period of five (5) years following disclosure, or, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law.

9.1 Term. These Terms of Use commence on the Effective Date and continue until terminated in accordance with this Section 9.

9.2 Termination by Bosch. Bosch may terminate these Terms of Use and Supplier's access to the Portal at any time, for any reason or no reason, upon thirty (30) days' prior written notice to Supplier (via email to the Supplier Plant Administrator or through the Portal).

9.3 Termination for Cause. Either Party may terminate these Terms of Use immediately upon written notice if the other Party materially breaches these Terms of Use and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Bosch may terminate immediately without a cure period in the event of: (a) a breach of Section 6 (Acceptable Use); (b) a breach of Section 12 (Export Controls); (c) a security incident attributable to Supplier; or (d) Supplier's insolvency, bankruptcy, or cessation of business operations.

9.4 Effect of Termination. Upon termination or expiration of these Terms: (a) Supplier's and all Authorized Users' rights to access the Portal shall immediately cease; (b) Bosch will deactivate all Authorized User accounts associated with Supplier; (c) each Party shall return or destroy the other Party's Confidential Information in its possession, except as required for compliance, audit, or legal purposes; and (d) all provisions that by their nature should survive termination shall survive, including Sections 4.1 (license to Bosch for archival/compliance), 5 (Proprietary Rights), 8 (Confidentiality), 10 (Disclaimers and Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 15 (Miscellaneous).

9.5 Data Export. Upon Supplier's written request made within thirty (30) days following the effective date of termination, Bosch will use commercially reasonable efforts to make available for export a copy of Supplier Content in a standard machine-readable format, to the extent technically feasible. After such thirty (30) day period, Bosch shall have no further obligation to maintain or provide Supplier Content, except as required for Bosch's archival, audit, or compliance purposes, in which case such retained data shall remain subject to the confidentiality obligations herein.

9.6 Suspension Distinguished. Suspension of access pursuant to Section 6.4 does not constitute termination of these Terms. During any period of suspension, Supplier remains bound by these Terms, and Bosch shall have no liability for any losses or damages arising from the suspension.

10.1 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BOSCH AND OPERATOR EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, COMPLETENESS, OR QUIET ENJOYMENT. BOSCH DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

10.2 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOSCH, OPERATOR, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, OR GOODWILL; (c) BUSINESS INTERRUPTION; (d) LOSS OF OR DAMAGE TO DATA; OR (e) COST OF PROCUREMENT OF SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Cap on Direct Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOSCH'S AND OPERATOR'S TOTAL AGGREGATE LIABILITY TO SUPPLIER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL SHALL NOT EXCEED THE GREATER OF: USD $100.

10.4 Carve-Outs. The limitations in Sections 10.2 and 10.3 shall not apply to: (a) either Party's breach of Section 8 (Confidentiality); (b) Supplier's breach of Section 5 or 6 (Intellectual Property or Acceptable Use); (c) Supplier's indemnification obligations under Section 11; (d) claims arising from a Party's willful misconduct or gross negligence; (e) Bosch's IP indemnity obligations under Section 11.2; or (f) liability that cannot be excluded or limited under applicable law.

10.5 Savings Clause. If any limitation or exclusion of liability set forth in this Section 10 is found to be unenforceable or inapplicable in a particular circumstance, the Parties intend that such limitation or exclusion be enforced to the maximum extent permitted by applicable Michigan law, and the remaining limitations and exclusions shall continue in full force and effect.

10.6 Basis of the Bargain. The disclaimers, exclusions, and limitations of liability set forth in these Terms form an essential basis of the bargain between the Parties. Supplier acknowledges that Bosch has set its pricing (if any) and made the Portal available to Supplier in reliance upon such disclaimers, exclusions, and limitations.

11.1 Supplier Indemnity. Supplier shall indemnify, defend, and hold harmless Bosch, Operator, and their respective affiliates, officers, directors, employees, and agents (collectively, "Bosch Indemnitees") from and against any and all third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Supplier Content, including any allegation that Supplier Content infringes, misappropriates, or violates the rights of any third party; (b) Supplier's or its Authorized Users' use of the Portal in violation of these Terms or applicable law; (c) Supplier's breach of its representations, warranties, or obligations under these Terms; or (d) any dispute between Supplier and any third party relating to Supplier Content or Supplier's use of the Portal.

11.4 Indemnification Procedures. The Party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying Party ("Indemnifying Party") in writing of any claim (provided that failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (b) grant the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes obligations on the Indemnified Party or admits fault or liability on behalf of the Indemnified Party without the Indemnified Party's prior written consent.

12.1 Export Compliance. Supplier represents and warrants that it shall comply with all applicable U.S. export control laws and regulations, including without limitation the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, as applicable.

12.2 Sanctions Compliance. Supplier represents and warrants that: (a) neither Supplier nor any of its officers, directors, or, to Supplier's knowledge, employees or agents is a Restricted Party (defined below); (b) Supplier will not permit any Restricted Party to access the Portal; and (c) Supplier will not use the Portal, directly or indirectly, in connection with any country, territory, entity, or individual targeted by Sanctions. "Restricted Party" means any person or entity listed on, or owned or controlled by a person or entity listed on, any sanctions or restricted party list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, or the U.S. Department of State. "Sanctions" means all applicable economic and trade sanctions, embargoes, and restrictive measures administered by OFAC, the U.S. Department of State, or any other U.S. governmental authority.

12.3 Anti-Corruption. Supplier represents and warrants that it shall comply with all applicable anti-corruption laws in connection with its use of the Portal, including the U.S. Foreign Corrupt Practices Act (FCPA), and shall not use the Portal to facilitate, directly or indirectly, any improper payment, bribe, kickback, or other corrupt practice.

12.4 Prohibited End-Use. Supplier shall not use the Portal, or export, re-export, or transfer any information or data obtained through the Portal: (a) to any prohibited destination, entity, or individual under applicable export control or sanctions laws; (b) for any end-use prohibited by applicable export control laws, including without limitation nuclear, chemical/biological weapons, or missile technology applications; or (c) in violation of any condition or restriction imposed by any governmental license or authorization.

12.5 Notification. Supplier shall promptly notify Bosch if Supplier becomes aware of any actual or potential violation of this Section 12 in connection with the Portal.

13.1 Governing Law. These Terms of Use and any dispute arising out of or relating to these Terms, the Portal, or the relationship between the Parties shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.2 Binding Arbitration. Except as provided in Section 13.5, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof (a "Dispute"), shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English before a single arbitrator selected in accordance with the AAA's rules. The seat of arbitration shall be Detroit, Michigan. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive relief, specific performance, and attorneys' fees to the prevailing party if permitted by applicable law. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Confidentiality of Proceedings. All arbitration proceedings, including filings, evidence, and awards, shall be maintained as confidential by the Parties, except to the extent disclosure is required by law or necessary to enforce the arbitral award.

13.4 Waiver of Class Actions and Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW: (a) ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS; SUPPLIER WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING; (b) THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS; AND (c) NO ARBITRATION OR PROCEEDING SHALL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES.

13.5 Equitable Relief. Notwithstanding the foregoing, either Party may seek preliminary or permanent injunctive relief, temporary restraining orders, or other equitable relief in the state or federal courts located in Wayne County, Michigan (or the Eastern District of Michigan) to prevent irreparable harm pending the outcome of arbitration, without the necessity of posting a bond or proving actual damages. Each Party consents to the exclusive jurisdiction and venue of such courts for purposes of equitable relief under this Section.

13.6 Time Limitation. Any claim arising out of or relating to these Terms of Use must be commenced within two (2) years after the cause of action accrues, regardless of any statute of limitations to the contrary. Any claim not brought within such period is permanently barred. This limitation does not apply to claims for breach of confidentiality obligations or Intellectual Property Rights infringement to the extent a longer limitations period is mandated by applicable law.

13.7 Costs. Each Party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that a Party's claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing Party.

14.1 Amendments. Bosch may modify these Terms of Use at any time by posting the revised Terms of Use on the Portal and providing notice to Supplier via the Portal interface, email to the Supplier Plant Administrator, or through SingleKey. Material changes shall be identified with a revised "Effective Date" and, where practicable, a summary of changes. Revised Terms of Use become effective upon the earlier of: (a) Supplier's acceptance via the clickwrap mechanism presented at next login; or (b) Supplier's continued use of the Portal thirty (30) days after notice of the change. If Supplier does not agree to the revised Terms of Use Supplier's sole remedy is to cease using the Portal and request termination of its account.

14.2 Notices. All notices under these Terms of Use shall be in writing (which includes email) and shall be deemed given: (a) when delivered personally; (b) when sent by email to the applicable email address on file (confirmation of delivery sufficient); or (c) when posted to the Portal and visible to Supplier upon login. Notices to Bosch shall be sent to: Robert Bosch LLC, Attn: Legal Department, 38000 Hills Tech Drive, Farmington Hills, MI 48331, or to such other address as Bosch may designate. Notices to Supplier shall be sent to the Supplier Administrator's email address on file.

14.3 Order of Precedence. In the event of a conflict: (a) these Terms of Use control with respect to all matters relating to Portal access and use; (b) Supply Agreements control with respect to the purchase and sale of goods and services; and (c) any Data Processing Addendum entered into between the Parties controls with respect to Personal Data processing to the extent inconsistent with these Terms of Use.

14.4 Assignment. Supplier may not assign or transfer these Terms of Use or any rights or obligations hereunder, in whole or in part, without Bosch's prior written consent. Any attempted assignment without such consent shall be void. A change of control of Supplier (whether by merger, acquisition, sale of substantially all assets, or otherwise) shall be deemed an assignment requiring Bosch's consent. Bosch may freely assign these Terms to any Bosch Group entity or in connection with a merger, acquisition, or corporate reorganization without Supplier's consent.

14.5 Third-Party Beneficiaries. These Terms of Use do not create any third-party beneficiary rights, except that Operator is an express third-party beneficiary of the disclaimers, limitations of liability, and indemnification provisions herein solely to the extent such provisions expressly reference Operator.

15.1 Entire Agreement. These Terms of Use, together with any Data Processing Addendum, supplemental policies published on the Portal, and the applicable Supply Agreements (solely with respect to commercial transactions), constitute the entire agreement between the Parties regarding Supplier's access to and use of the Portal and supersede all prior or contemporaneous communications, proposals, and agreements (whether oral or written) relating to such subject matter.

15.2 Severability. If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, it shall be severed, and the remaining provisions shall continue in full force and effect.

15.3 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

15.4 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under these Terms of Use(other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the affected Party's reasonable control, including natural disasters, acts of government, war, terrorism, pandemic, labor disputes, utility failures, cyberattacks by third parties, or internet disruptions. The affected Party shall use reasonable efforts to mitigate the effect of such event and to resume performance as promptly as practicable.

15.5 Independent Contractors. The relationship between Bosch and Supplier is that of independent contractors. Nothing in these Terms of Use creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

15.6 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with its performance under these Terms of Use.

15.7 Audit Logs. Bosch may maintain audit logs of Portal access and activity for security, compliance, and operational purposes. Such logs may be retained in accordance with Bosch's data retention policies and may be disclosed to the extent required by applicable law or regulation.

15.8 Beta Features. Bosch may from time to time make available pre-release, beta, or experimental features on the Portal ("Beta Features"). Beta Features are provided "AS IS" without warranty of any kind, may be modified or discontinued at any time without notice, and are not subject to any service level or support obligations. Supplier's use of Beta Features is at its sole risk.

15.9 U.S. Government End Users. If Supplier is a U.S. Government entity or Supplier is providing access to U.S. Government end users, the Portal is a "commercial item" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. The Portal is licensed to U.S. Government end users only as commercial items and with only those rights as are granted to all other end users under these Terms.

15.10 Interpretation. The headings in these Terms of Use are for convenience of reference only and shall not affect the interpretation of these Terms of Use. These Terms of Use shall not be construed against the drafter. The words "herein," "hereof," and "hereunder" refer to these Terms as a whole.

15.11 Counterparts; Electronic Acceptance. Supplier's electronic acceptance of these Terms of Use via the clickwrap mechanism on the Portal shall have the same legal force and effect as a manually executed signature. No physical signature, wet ink, or paper copy is required.