"Provider" of the Virtual Audit is BASF Corporation, Pharma Solutions, 100 Park Avenue, Florham Park, NJ 07932 USA (“BASF”)

1. General Information

BASF offers its business customers a website with registration function under (“Virtual Audit”) on the internet. The use of the Virtual Audit is subject to the following terms of use.

2. Scope and Functionalities

(1) The purpose of the Virtual Audit is to provide customers the opportunity to learn more about BASF and its facilities.

(2) BASF reserves the right to expand the number and scope of the functions provided on the Virtual Audit or to reduce them until the Virtual Audit is closed.

(3) BASF provides the Virtual Audit exclusively to business customers (“User”) free of charge. Individuals may not access or use Virtual Audit for private or any non-commercial uses.

(4) The use of the Virtual Audit is subject exclusively to these terms of use as well as the information provided on the Virtual Audit, if any. Deviating or conflicting terms and conditions does not form part of an agreement with BASF, unless BASF has expressly agreed to them in writing.

3. Access to the Virtual Audit

(1) Access to the Virtual Audit is password-protected. To request access to the Virtual Audit, the User must provide their contact information at BASF will review the request and, if approved, the User will be required to enter into a confidentiality agreement with BASF prior to being provided with login credentials (consisting of a username and password; "Access Information") by BASF.

(2) By requesting Access Information and logging into the Virtual Audit, the User bindingly declares to BASF that it accepts these terms of use. The User declares at the same time that it has obtained access to the Virtual Audit for its business purposes only. Any disclosure of the access authorization-information communicated by BASF is prohibited. Any other use of the Virtual Audit by the User or through third parties is prohibited.

(3) The terms of use are concluded in English.

(4) These terms of use are stored by BASF and are accessible to the User at any time on the Virtual Audit.

4. Provision of the Virtual Audit

(1) BASF shall provide reasonable access to and use of the Virtual Audit. BASF provides access to the Virtual Audit in a hosted environment, which allows the User to use the Virtual Audit over the internet without having it to install and operate the software on the business’s own IT-Infrastructure.

(2) BASF shall use reasonable endeavors to maintain the availability of the Virtual Audit for the use by the User at the gateway between the public internet and the network of BASF’s hosting servers. The Virtual Audit is “available” if it is usable at the gateway between the public internet and the network of BASF’s hosting servers.

(3) BASF endeavors to ensure trouble-free operation of the Virtual Audit during normal business hours of BASF in New Jersey. Outside of the normal business hours of BASF in New Jersey, the Virtual Audit may also be accessible by User. However, due to the nature of the internet and computer systems, BASF does not ensure that the Virtual Audit is operating trouble-free and does not assume any liability for the availability of the provided application or services.

(4) BASF is free to restrict access to the Virtual Audit in whole or in part, temporarily or permanently due to maintenance work, capacity concerns and other events beyond its control.

5. User Obligations

(1) The User is prohibited from any activities on or in connection with the Virtual Audit that violate applicable law, infringe the rights of third parties or violate the principles of youth protection.

(2) Furthermore, the User is also prohibited from performing the following activities irrespective of any violation of the law:

i. the distribution of viruses, trojans and other harmful files;

ii. sending junk or spam mails and chain letters;

iii. the dissemination of offensive, offensive, sexually oriented, obscene or defamatory content or communication as well as such content or communication which is/are suitable to promote or support racism, fanaticism, hatred, physical violence or illegal acts (either explicitly or implicitly in each case);

iv. the harassment of other Users, e. g. by multiple personal contact without or against the reaction of the other User as well as the promotion or support of such harassment;

v. the request of other Users to disclose passwords or personal data for commercial or illegal purposes;

vi. the dissemination and/or public reproduction of content available on the Virtual Audit.

(3) The User is obliged to keep its access data to its user account secret and to protect it from disclosure to or access by third parties. Should the User become aware of the loss or misuse of its access data or the suspicion of misuse of its user account, the User must notify BASF immediately in writing.

(4) The User shall indemnify and hold harmless BASF (including members of the company and any service recipient, their employees, officers, directors, shareholders, agents, successors, and assignees) from and against any claims, lawsuits, actions, damages, costs, fines and expenses (including reasonable legal costs and disbursements) or other liability arising out of or related to the User’s content on or use of the Virtual Audit.

(5) BASF reserves the right to suspend Users from using the Virtual Audit, in particular if these terms of use, applicable law or the rights of third parties are violated.

6. Rights of Use to the Virtual Audit

(1) Upon successful registration, BASF grants to the User the non-exclusive, non-transferable and revocable right, which is limited in time for the term of registration, to use the Virtual Audit in accordance with these terms of use. The content available on the Virtual Audit is protected by copyright or other intellectual property rights. The owners of the rights are BASF, its Affiliates, its business partners, or other third parties who have made the respective content available. The Virtual Audit and the content made available on the Virtual Audit may therefore not be changed, extended, edited, copied and/or otherwise distributed by the User. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with a person or entity. In this context, "control" means the ownership or control of more than fifty percent (50%) of the voting stock or interest of the subject entity.

(2) The User agrees not to reproduce, distribute, modify or create derivative works of the Virtual Audit or any other components thereof and not to reverse engineer or decompile the Virtual Audit except as the same may be authorized under mandatory law.

7. Term of Use and Termination

(1) These terms of use shall stay in effect for as long as the User has an account in the Virtual Audit or otherwise uses the Virtual Audit. These terms of use can be terminated by either a User or BASF at any time with immediate effect without cause, however, all confidentiality obligations and use restrictions of User shall survive 10 years after termination and indefinitely for any Confidential Information that is a BASF trade secret under applicable law. A User may terminate these terms of use at any time by abandoning/deletion of its user-account.

(2) The term of use ends at the latest automatically with the end of the operation of the Virtual Audit.

(3) Upon termination of these terms of use, the User shall immediately cease use of the Virtual Audit and acknowledges that BASF may block User’s access to the same.

8. Rights in Case of Defects and Limitation of Liability

(1) To the extent and for as long as the Virtual Audit is made available free of charge to the User, any liability for defects in the functions of the application and its documentation as well as for any other defective performance vis-à-vis the User shall be excluded.

(2) BASF is only liable for its own content and information provided on the Virtual Audit in accordance with applicable laws and as set forth in these terms of use; however, BASF is not liable for any transmitted or stored third-party or User information. BASF shall endeavor to remove or block third-party content that is known to it to be infringing on third-party rights or otherwise not provided in accordance with applicable law in a timely manner. Liability is only possible from the time of knowledge.

(3) Further claims for liability and reimbursement of expenses of the User related to the use of the Virtual Audit, irrespective of their legal basis, in particular due to a breach of duties arising from the contractual obligation and from tort, are excluded.

(4) The foregoing limitations of liability shall not apply if under the applicable law, a liability cannot be excluded/limited.

(5) User agrees to indemnify, defend and hold harmless BASF and/or its Affiliates and their respective employees from any damages arising from claims raised by third parties, should these claims be the result of the third parties using and relying upon User’s access to or information from Virtual Audit, unless and only to the extent that such damages are due to the willful misconduct or gross negligence of BASF and, in case of gross negligence of BASF, were knowable and reasonably foreseeable by BASF at the time User accessed the Virtual Audit.

9. Data Protection

BASF complies with all applicable data protection laws. For further information, please refer to the applicable privacy policy. The User shall comply with all applicable data protection laws when providing personal data or personal information to the Virtual Audit.

10. Confidentiality

(1) The User undertakes to keep the Confidential Information confidential and not to forward and/or disclose it to any third party unless, and to the extent, approved for disclosure by the express prior written consent of BASF in its sole discretion or permissible in accordance with below sub-section (3).

(2) "Confidential Information" includes all information of BASF:

i. concerning the functionalities of the Virtual Audit;

ii. concerning business and trade secrets, in particular those marked as "confidential"; and

iii. which - orally, in writing, electronically or in any other form - are recognizable as confidential at the time of disclosure or acknowledgement due to the circumstances of the disclosure or its nature.

(3) The confidentiality obligations and/or use restrictions shall not apply for Confidential Information that the User can prove:

i. is or becomes generally available to the public through no fault of User or any violation of these terms of use; or

ii. was rightfully in the possession of User without confidentiality or non-use restrictions prior to the initial download of such data; or

iii. is lawfully received by User without confidentiality or non-use restrictions from an unaffiliated third party without breach of any confidentiality obligations, statutory provisions or official order; or

iv. is independently developed by or for User without the use or benefit of any Confidential Information.

(4) The User may disclose Confidential Information to the extent compelled to do so pursuant to any involuntary court order or statutory or regulatory authority, but only if User (a) provides prompt prior written notice to BASF, (b) fully cooperates with BASF to obtain a protective order or other appropriate limitations to prevent or narrow disclosure, and (c) makes such disclosure solely to the extent mandatory under such order or authority.

11. Changes to Terms of Use

BASF reserves the right to amend these terms of use at any time. BASF shall notify User of the amended terms of use at a subsequent User log-in.

12. Miscellaneous

(1) Should one or more provisions of these terms of use be invalid or unenforceable due to violation of applicable law or another reason, the rest of the terms of use shall remain valid. The invalid or unenforceable provision shall be replaced by a valid, enforceable provision, which most approximately represents the intent of the original provision.

(2) The validity, interpretation and implementation of this Agreement shall be governed by the laws of state of New Jersey, USA, excluding (i) its conflict of laws principles and (ii) the United Nations Convention on Contracts for International Sale of Goods of April 11, 1980.

(3) The parties agree, consent and waive contest to the exclusive jurisdiction and venue of the federal or state courts of New Jersey for all disputes arising out of or relating to these terms of use.

Version – 20 May 2022