Terms Of Use Platform

Terms Of Use of the PRG Group supplier platform "PRG SUBRENTAL PORTAL"

The companies in the PRG Group wish to utilize the PRG supplier platform PRG SUBRENTAL PORTAL to communicate, transact business, and facilitate various business processes with business counterparties. This is intended to achieve faster and more effective exchange of the information needed to enter into and perform a contract. The following terms apply to all entities using The PRG SUBRENTAL PORTAL. They govern the use of www.subrental.prg.de together with all of this domain's subdomains and their applications.

1. Definitions and Legal Status

1.1 User Entity

(1) In relation to The PRG SUBRENTAL PORTAL and the applications available on this website, the term User Entity refers to Supplier Platform Participants and Production Resource Group, LLC Group Companies (hereinafter PRG).

(a) Supplier Platform Participant (Platform Participant) refers to suppliers that have agreed to our Terms Of Use and
entered their data in the supplier database in accordance with sec. 7 of this User Agreement.

(b) The term Group Companies refers to entities in which PRG holds a direct or indirect ownership interest of more than 50% that
have agreed to the present Terms Of Use. Each Group Company acts as a separate legal entity on its own behalf. In addition to its function as supplier platform operator, PRG Group Companies may also constitute a User Entity of the PRG SUBRENTAL PORTAL.

(2) To the extent they communicate and/or transact business with each other through the PRG SUBRENTAL PORTAL, the User Entities mutually grant each other the right to do so on the basis of the present Terms Of Use. The general and special terms of the present Terms Of Use shall apply amongst User Entities that employ the applications on The PRG SUBRENTAL PORTAL to establish contact with each other.

1.2 Supplier Platform Operator (Platform Operator)

(1) PRG shall operate the supplier platform the PRG SUBRENTAL PORTAL and its applications as Platform Operator.

(2) In its function as such, the Platform Operator is not involved in the business dealings and contracts between the User Entities.
It provides the technical resources for the use of the PRG SUBRENTAL PORTAL for business contact and interchange, makes the related applications available, and bears responsibility for the services and applications necessary to operate the platform.

(3) The business contact, the entry into a contract, and the performance of contracts entered into using The PRG SUBRENTAL PORTAL and the applications available on this website take place solely between the User Entities. The Platform Operator is not responsible for the information and data exchanged between the Platform Participant and the respective Group Company or Companies in the context of the business contact.

1.3 Communications

Communications are effected either within the platform by posting data in a particular application or by electronic transmission (e.g.
via email) to the recipient's communications facility.

2. Matters Governed

(1) Present Terms Of Use contain terms by which the Platform Operator and the User Entity agree to be bound that govern the use of The PRG SUBRENTAL PORTAL, its applications, information services, and the associated special form of electronic communication.

(2) Platform Operator and Platform Participants make use of the applications and information services of the PRG SUBRENTAL PORTAL to effect individual business contacts and transactions.

(3) The contents of the individual business contacts and transactions between Platform Participants and a PRG Group Company, are
independent of the PRG SUBRENTAL PLATFORM Terms Of Use and governed by the agreements of the User Entities in each specific instance.

4. Permissible Use of The PRG SUBRENTAL PORTAL

(1) The User Entity agrees to use the PRG SUBRENTAL PORTAL solely for its intended purposes.

(2) The Platform Operator and the User Entity agree not to post legally impermissible (illicit) content on the PRG SUBRENTAL PORTAL or to use the PRG SUBRENTAL PORTAL to transmit such content.

(3) Should legitimate claims be raised by third parties against the Platform Operator by reason of illicit content posted or
transmitted by the User Entity in contravention of subsection 2, the user shall indemnify the Platform Operator against and procure its release from all such third party claims.

5. Communications facilities and communication responsibilities

The parties waive application of the requirements for electronic business transactions contained in § 312e (1) nos. 1-3 and sent. 2
of the German Civil Code.

6. Exchange and Validity of Declarations

(1) An electronic message is deemed to have been received by the recipient upon confirmation of receipt.

7. Supplier Database

(1) The Supplier Database facilitates the central administration of all master data pertaining to the User Entities of the PRG SUBRENTAL PORTAL.

(2) All applications that require master data for process control purposes rely on the master data entered by the Platform Participant.

8. Administration and User Authorizations

(1) The Platform Participant using the PRG SUBRENTAL PLATFORM and its applications confirms to be authorized to transact business with the Group Companies.

(2) The users in the Group Companies are authorized in a similar manner.

9. Costs

(1) The Platform Operator makes self-engineered applications and information services available for use on a cost-neutral basis by User Entities on the PRG SUBRENTAL PORTAL.

(2) Each party shall bear its own costs arising in connection with its use of the PRG SUBRENTAL PORTAL.

10. Security Obligations / Error Tracing and Avoidance

(1) The Platform Operator and the User Entity agree that they shall at all times employ state-of-the-art technology to secure their
communications facilities against unauthorized access by third parties, unauthorized transmission of information or other misuse, losses of input and output data, unauthorized modification of data, delays in the transmission of messages, and destruction of the electronic information. They in addition agree to respond appropriately to changing technical requirements and changes in the
procedures used on the PRG SUBRENTAL PORTAL and to implement these within a reasonable time period. The User Entity will be informed by the Platform Operator as to the latter's special requirements, if any.

(2) The parties agree to employ adequate security procedures and measures and to maintain these at a state-of-the-art level. This
includes verifying the plausibility of the origin and the integrity of messages received.

(3) To prevent abuse, the parties shall ensure that due care is used in issuing, transmitting, archiving, and maintaining the secrecy of passwords or other access codes. In particular, passwordprotected applications shall always be terminated before leaving the monitor. Should any party have reason to believe that unauthorized persons have gained access to a password, the password must be changed immediately. In the event a third person employs an access authorization from the User Entity to access the PRG
SUBRENTAL PORTAL, any declarations so issued will be imputed to the User Entity. Such imputation shall not occur to the extent the User Entity can prove that the declaration did not originate with it and that it is not legally responsible for the misuse of the access authorization.

(4) The parties are aware of the risks associated with the online use of software products.

(5) The Platform Operator will attempt to ensure that the software used in connection with The PRG SUBRENTAL PORTAL runs as smoothly as possible. The User Entity is, however, aware that the state of the art does not permit the development of software that is entirely errorfree.

(6) In the event of a malfunction of the communications system, each party is obligated to employ all means of error identification and error prevention at its disposal to minimize damages. This applies, however, only to the extent the effort associated with the measures is not unreasonably disproportionate to the minimization of damages thereby attainable.

11. Data Protection Guidelines

(1) The User Entity grants permission for the Platform Operator and the Group Companies to store, process, and use, in connection with business contacts and the performance of contracts, all stored data relating to the User Entity.

(2) The personal data and information collected in the context of this B2B User Agreement and the applications of the PRG SUBRENTAL PORTAL shall be used solely for purposes of User Entity management and to ensure the proper functioning and operation of the PRG SUBRENTAL PORTAL. The processing or use of personal data collected in this connection shall be
strictly in accordance with applicable data protection laws.

12. Archiving and Retention

The User Entity is itself responsible for compliance with its obligations, statutory and otherwise, to retain and properly archive
commercial documents. For this purpose, the User Entity is entitled to store posted documents and documents transmitted to it on its own data storage media.

13. Safeguarding of Business and Trade Secrets

(1) The Platform Operator and the User Entity agree to preserve the strict secrecy of the of confidential property defined below; they
covenant not to reveal or disclose such property to third parties, to use it solely for the contractually contemplated purposes, and to take all appropriate action in accordance with the terms of this User Agreement to preserve the secrecy of the confidential property and prevent any disclosure thereof.

(2) The term "confidential property" includes without limitation all documents, including the present Terms Of Use, all data, information, and all knowledge that the Platform Operator or the User Entity contributes, or of which they become mutually aware, in connection with the present Terms Of Use or its performance. The term also includes such data, information, and knowledge that are made available or exchanged in connection with the access to or the use of an application or the non-public area of the PRG SUBRENTAL PORTAL. Confidential property furthermore includes any document, data, information, knowledge, or other item contributed by the Platform Operator or a User Entity that is expressly designated as such or is recognized as such.

(3) Confidential property shall be held in a secure manner. After conclusion of the collaboration, written information and confidential property, such as materials provided or produced, shall be mutually returned or handed over in its entirety or, if so agreed, destroyed.

(4) The obligation under subsection 1 does not apply to confidential property as to which the disclosing party is able to prove (i) that, at the time of its communication by the party that provided it, it was either (a) a matter of common knowledge, i.e. already published or generally accessible, or (b) already known to the disclosing party, or (ii) that, subsequent to its communication by the party that  rovided it, it became a matter of common knowledge without fault on the part of the disclosing party, or (iii) that, subsequent to its communication, it was made available to the disclosing party by a third party in a lawful manner without restrictions regarding the confidentiality or use thereof.

(5) Unless otherwise expressly stated in writing, the enterprises affiliated with the User Entities within the meaning of § 15 AktG
(German Stock Corporation Law) are also considered to be third parties for purposes of this section 13.

14. Liability

(1) The Platform Operator and the User Entity are liable in accordance with the statutory provisions for personal injuries and for all damage resulting from intentional or grossly negligent conduct. Otherwise, regardless of the legal grounds of liability, the Platform Operator and the User Entity shall be liable only for the culpable breach of material contractual obligations. Damages for the breach of material contractual obligations is, however, limited to the foreseeable damages typical of the contract in question.

(2) All liability for indirect damages is excluded to the extent the law allows.

(3) These liability provisions do not apply to damages arising in connection with any goods or services provided or to be provided
amongst the User Entities as a result of a business contact (e.g. warranty obligations, liability, product liability). Such liability is subject to the agreements between the User Entities with respect to the transaction in question.

(4) An obligation to pay damages arises only to the extent the recipient does not recognize that a message is not authentic, not
accurate, or not intact, and could not have done so with the exercise of due diligence.

(5) Account shall be taken of the claimant party's contributory negligence, if any.

15. Modifications to the Terms Of Use

(1) The Terms Of Use are valid for an indefinite period.

(2) The Terms Of Use may be modified at any time. The registered Platform Participants will be informed about any changes and have the possibility to refuse any modification. The refusal of modifications to the Terms Of Use will result in the termination of the platform participation of the Platform Participant.

(3) The termination of the platform participation is without prejudice to the validity of separate contracts between the User Entities. Despite termination, it continues to apply to separate contracts entered into between the User Entities using the applications

(4) Upon termination of its business relationship with any Group Company, the Platform Participant shall, at the discretion of the company in question, erase all data and software relating to the collaboration with this Group Company that it received from the Platform Operator and destroy all such documents and similar materials so received, or deliver such to the respective Group Company, to the extent consistent with statutory document retention obligations.

(5) Upon termination of platform participation, the Platform Participant shall at the discretion of the Platform Operator either erase all data and software received from the Platform Operator and destroy all documents and similar materials so received, or deliver such to the Platform Operator, to the extent consistent with statutory document Retention obligations. Otherwise, subsection 4 applies with regard to the data, etc. of Group Companies.

16. Concluding Provisions

(1) This Agreement shall be governed by the law of the Federal Republic of Germany, except that its choice-of-law provisions and the
United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.

(2) Actions relating to disputes arising out of or in connection with the Terms Of Use may be brought only in the court of proper
jurisdiction for Hamburg, Germany. The Platform Operator is also entitled to bring an action in any other court of proper jurisdiction. To the extent the agreements amongst the User Entities regarding a particular business contact and the separate contract arising therefrom contain a different terms on venue or arbitration, disputes relating to the Terms Of Use that also affect the rights and obligations under such a contract shall be decided in accordance with the terms on venue and arbitration as agreed between the User Entities.

(3) The contracts and other agreements entered into between the User Entities in the course of using the PRG SUBRENTAL PORTAL shall be governed by the provisions on controlling national law and venue that are contained in the terms and conditions of the respective Group Company as agreed in each instance. Sec. 16 (1) and (2) are thus inapplicable to disputes that
arise solely out of or in connection with separate contracts.

(4) Publications and public statements by a party relating to the terms of this Agreement or to the Agreement itself are permitted only with the prior written consent of the other party. The Platform Operator and the Group Companies may publish comments of a general nature regarding this Agreement without the Platform Participant's consent, provided it is not referred to by name.

(5) Neither party may advertise the fact of the business relationship without the other party's prior written consent. Any written
consent by the Platform Operator to the Platform Participant's advertising use of the business relationship must be obtained from the Platform Operator's authorized department.

(6) Should one or more clauses of the Terms Of Use be or become invalid or unenforceable, this shall not affect the validity of the
remainder of the Agreement. The parties shall mutually strive to replace the invalid or unenforceable clause with a valid and enforceable provision that approximates as closely as possible the economic purpose of the invalid or unenforceable clause. The above shall apply analogously in the event of gaps in the Terms Of Use.

(7) Where this Agreement requires a declaration to be made "in writing" or "in written form," the declaration must be such as to permit identification of its issuer and must be transmitted to the other contracting party either in the original, per facsimile copier, or per email with simple electronic signature.

(8) The construction and interpretation of this Agreement shall be determined solely on the basis of its German language version. Any other language versions, especially this English version, are purely for the sake of convenience and not authoritative.

  

Hamburg, August 2013

Production Resource Group AG

Germany