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<h3><strong>Terms &amp; Conditions – Collaborate to Innovate </strong></h3>
<p>&nbsp;</p>
<p>Beiersdorf AG, Beiersdorfstrasse 1-9, 22529 Hamburg, Germany</p>
<p>&nbsp;</p>
<h4><strong>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Scope and Acceptance</strong></h4>
<ul>
<li>These Terms and Conditions (“T&amp;C”) govern access to and use of the innovation platform operated by Beiersdorf under the name “Trusted Network” (the “Platform”) and any agreements related to its use.</li>
<li>The Platform is operated by Beiersdorf AG. By using the Platform, the Community Member (as defined below), whether acting through its Employees (as defined below) or on its own behalf, agrees to be bound by these Terms without modification.</li>
<li>Beiersdorf may from time to time post “Requests for Proposals” via the Platform. Community Member may post a proposal for a solution (“Proposal”) via the Platform. Beiersdorf Affiliates may use the Platform and post Requests for Proposal under the same conditions as Beiersdorf. Community Member Affiliates may submit Proposals only if their Employees are registered and covered by an NDA.</li>
<li>“Community Member” means any company (including its Affiliates), university, or institute submitting Proposals via the Platform.</li>
<li>“Employee” or “Employees” means salaried and hired-out employees of a Community Member who register on the Platform. The Community Member shall ensure that its Employees comply with these Terms and Conditions.</li>
<li>“Affiliates” means, with respect to any Party to this Agreement, a company that controls, is controlled by, or is under common control with one of the Parties, where &quot;control&quot; means (i) ownership of at least 50% of the equity or economic interest of such company; or (ii) the right to elect or appoint a majority of the board of directors or other governing body of such company; or (iii) the power to exercise significant influence over the management or policies of such company. For the purposes of these Terms, references to “Beiersdorf” and “Community Member” include their respective Affiliates, unless expressly stated otherwise.</li>
</ul>
<h4></h4>
<h4><strong>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Eligibility</strong></h4>
<ul>
<li>The Platform is intended exclusively for business users (entrepreneurs within the meaning of § 14 German Civil Code). Consumers are excluded.</li>
<li>Use by individuals under 18 years of age is prohibited.</li>
</ul>
<p></p>
<h4><strong>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Access and Registration</strong></h4>
<ul>
<li>Every Community Member will have to sign a Non-Disclosure Agreement (“NDA”) with Beiersdorf to fully use the Platform. References to “Beiersdorf”, “Community Member”, or “Party” in any NDA shall include their respective Affiliates, unless expressly stated otherwise.</li>
<li>To gain access to requests for Proposals and/or to invitations to submit tenders for contract research projects and/or to enable the Community Member to post a Proposal via the Platform Community Member needs to register on the Platform through its Employees.</li>
<li>When registering on the Platform Community Member’s Employees will each obtain a login name and a password. Community Member agrees to abide by the following rules regarding the user accounts and to ensure that its Employees adhere to them:
<ul>
<li><span>Passwords and user accounts must remain strictly confidential. </span></li>
<li><span>Community Member will immediately notify Beiersdorf of any unauthorized use of its Employees’ passwords or user accounts or any other breach of security which becomes known to it or which it has reasons to suspect.</span></li>
<li><span>Community Member is responsible for ensuring that if one of its Employees stops working for it the respective user account must be terminated.</span></li>
<li><span>If Community Member agrees to be bound by an NDA entered into on its behalf by its parent company for the use of the Platform, Community Member confirms to fall under the definition of Affiliates used in this NDA. If a Community Member ceases to qualify as an Affiliate under the NDA, its access to the Platform will be revoked. To regain access, the Community Member must re-register and enter into a new NDA with Beiersdorf.</span></li>
</ul>
</li>
<li>Beiersdorf reserves the right to refuse registration of Community Members or their Employees at its sole discretion. Moreover, Beiersdorf reserves the right to suspend or terminate all or individual user accounts of a Community Member at any time. Likewise, Community Member may terminate all or individual user accounts at any time. If a user account has been suspended or terminated by Beiersdorf, Beiersdorf may deny the respective Community Member and/or the individual user to register again on the Platform.</li>
<li>Beiersdorf will only allow a limited number of a Community Member’s Employees to register on the Platform.</li>
</ul>
<p></p>
<h4><strong>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Requests for Proposals and Submissions</strong></h4>
<ul>
<li>Community Member acknowledges that Beiersdorf may invite submissions of Proposals in response to Requests for Proposal, and that participation is entirely voluntary. Community Member is under no obligation to submit Proposals to those requests. Likewise, Beiersdorf is under no obligation to adopt Community Member’s Proposals and/or to enter into any further agreements with Community Member.</li>
<li>Beiersdorf is not obliged to pay any compensation for any Proposals submitted by Community Member to Beiersdorf. However, if Beiersdorf - after further evaluation of Community Member’s Proposal - is interested in using Community Member’s Proposals for further research or for commercial purposes, Beiersdorf will contact Community Member to negotiate the conditions under which Beiersdorf may use Community Proposal.</li>
<li>Any obligation of confidentiality with regard to the information exchanged between Beiersdorf and Community Member with regard to a request of Beiersdorf posted on the Platform and a Proposal submitted by Community Member via the Platform will be governed by the NDA entered into between Beiersdorf and Community Member.</li>
</ul>
<p></p>
<h4><strong>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Use of the Platform</strong></h4>
<ul>
<li>The use of the Platform is free of charge.</li>
<li>Use of the Platform and downloading of data is at Community Member’s own risk. Beiersdorf does not assume any liability for any damage, in particular to data files, hardware and/or software of Community Member, arising as a result of such an action - except as set out in Section 7.5.</li>
<li>Community Member must not upload or transmit any material containing viruses, malicious code, or programs intended to disrupt or damage the Platform or Beiersdorf’s systems.</li>
<li>Any personal data provided by Community Member to Beiersdorf will only be used by Beiersdorf in accordance with applicable data protection laws. Details are provided in the Platform’s Privacy Notice.</li>
</ul>
<p></p>
<h4><strong>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Intellectual Property</strong></h4>
<ul>
<li>All content on the Platform, including texts, images, graphics, and audio and video files (except the information submitted by Community Member to Beiersdorf) are the property of Beiersdorf, unless the contrary is explicitly stated. This content may be protected by copyright and/or other intellectual property rights.</li>
<li>Community Member may only
<ul>
<li><span>view such content to browse Beiersdorf’s requests posted on the Platform and to submit Proposals to Beiersdorf and/ or its Affiliates via the Platform in accordance with these terms and conditions.</span></li>
<li><span>download or print individual copies of the pages of the Platform for the above mentioned purpose including documentary purposes.</span></li>
</ul>
</li>
<li>Community Member must not use Platform content for any public or commercial purposes, copy (except as set out above), change, translate, edit or process the content (including any trademarks or logos of Beiersdorf) in any form. Community Member may not provide hyperlinks to the Platform without Beiersdorf’s express written consent.</li>
<li>Community Member warrants that its Proposals do not infringe third party rights, are not depended on the existence of third party rights and are not subject to third party rights.</li>
</ul>
<p></p>
<h4><strong>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Warranty/ Liability</strong></h4>
<ul>
<li>Every care was taken in the compilation and validation of the information contained on the Platform. Nevertheless, Beiersdorf cannot assume any responsibility for its topicality, accuracy, completeness and/or quality.</li>
<li>Beiersdorf does not guarantee uninterrupted availability of the Platform. Beiersdorf reserves the right to modify or discontinue the Platform, temporarily or permanently, at any time and without notice. However, in case Beiersdorf decides to discontinue the Platform Beiersdorf will notify Community Member reasonably in advance to the extent this is possible. Beiersdorf recommends that Community Member backs up submitted data on independent storage media or print copies for documentation purposes.</li>
<li>Beiersdorf makes no representation that Proposals will result in a contract.</li>
<li>The Platform may contain hyperlinks to websites from other providers. Beiersdorf is not aware of the content of third-party websites and assumes no warranty or liability for any illegal content or other legal infringements on third-party websites.</li>
<li>Beiersdorf is liable without limitation for intent, gross negligence, injury to life, body, or health, under the Product Liability Act. For slight negligence, Beiersdorf is liable only for breach of material contractual obligations, limited to foreseeable, typical damages. Liability for data loss applies only if the damage would have occurred even with proper data backup by the Community Member. These limitations also apply to Beiersdorf’s officers, employees, and agents.</li>
<li>Community Member shall indemnify Beiersdorf and its Affiliates against justified third-party claims (including reasonable legal costs) resulting from Intellectual Property infringements caused by its Proposals to the extent the Community Member is responsible.</li>
</ul>
<p></p>
<h4>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <span>Compliance</span></h4>
<ul>
<li>Community Member represents not to be (i) a listed or sanctioned entity, (ii) not to be located in countries subject to comprehensive sanctions, and (ii) to comply with applicable export control, customs, and sanctions laws.</li>
<li>Anti-corruption and integrity principles apply. Offering or accepting unlawful advantages is prohibited.</li>
</ul>
<p></p>
<h4><strong>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Miscellaneous </strong></h4>
<ul>
<li>Beiersdorf reserves the right to change these terms and conditions at any time and without giving reasons. In such case Beiersdorf will notify Community Member and ask Community Member to consent to the amended terms and conditions. In such case Community Member will not be permitted to log on to the Platform until Community Member has given its consent to the amended terms and conditions.</li>
<li>Should any provision of these terms and conditions be or become invalid or unenforceable, the validity of the remainder shall not be affected. The invalid or unenforceable provision shall be replaced by such a provision which corresponds to the spirit and the purpose of the replaced provision to the greatest extent possible.</li>
<li>These terms and conditions are governed by and to be interpreted in accordance with German law under exclusion of its conflict of laws rules and the UN-Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction shall be Hamburg, Germany.</li>
</ul>
<p>&nbsp;</p>

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