WHIRLPOOL CORPORATION GLOBAL SUPPLIER PORTAL TERMS OF USE

Welcome to Whirlpool Corporation’s Global Supplier Portal, a website portal to provide our suppliers and potential suppliers with access, via registered users, to certain information regarding our business relationship or potential business relationship ("Information"). Access to our Global Supplier Portal ("Portal") and all services, information, tools, and data made available through this Portal ("Services"), is offered to Whirlpool’s suppliers, potential suppliers, and their respective individual users by Whirlpool Corporation and its worldwide subsidiaries (“Whirlpool” or “we”) subject to these Terms of Use (“Terms”) and our Privacy Notice.

ACCESS AND USE OF THE PORTAL AND SERVICES, GENERAL TERMS

Your use of the Portal is expressly conditioned on your compliance with these Terms. By checking the box that states “I have read and agree” and/or by using the Portal or Services, you are indicating that you agree with and have read the most recent version of these Terms and agree to be bound by them. We reserve the right to modify these Terms at any time without notice. Amendments to these Terms will be effective when posted. The date of the latest changes will be indicated at the bottom of the document. You must check the Terms periodically for updates. Your continued use of the Portal or Services following the posting of any amendment, modification or change shall constitute your acceptance of the amended Terms.

Unless otherwise specified, “you” shall mean you. “Your company” means your employer who is Whirlpool’s supplier or potential supplier and who has identified you as an authorized user/ representative.

Account Registration, Information, Password and Security

Whenever you provide us information, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, we may suspend or terminate your access to the Portal and refuse any and all current or future use of the Portal (or any portion of it). Some portions of the Portal require you to register and you may be asked to select a password to do certain things or access certain Information or Services. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You agree to maintain the confidentiality of your password(s) and account(s), and you agree that you are fully responsible and accountable for all activities that occur under your account(s). You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security. We reserve the right to take any and all action, as we deem necessary or reasonable, to help ensure the security of the Portal and any Portal account, including without limitation terminating your account, requiring you to change your password, or requesting additional information to authorize activity on your account. Notwithstanding the above, we may rely on the authority of anyone accessing your account(s) or using your password(s) and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction we take or do not take under this provision, (ii) any compromise of the confidentiality of your account(s) or password(s) and (iii) any unauthorized access to your account(s) or use of your password(s). You may not use anyone else's account or password at any time.

Proprietary Rights; Limited License

All Information made available to you on the Portal is proprietary to Whirlpool, or its licensors, with all rights reserved. No Information may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Whirlpool’s prior written permission. Any use of the Portal or the Information (except as specifically authorized in these Terms), without the prior written consent of Whirlpool, is strictly prohibited and will terminate all licenses granted to you and/or your company under these Terms. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless expressly stated otherwise in these Terms, Whirlpool is not conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. All licenses and rights granted to your company by Whirlpool in these Terms are revocable without notice, at any time and may be revoked without cause.

License

Until it is revoked, Whirlpool grants to your company a non-exclusive, time-limited, fully revocable, non-transferable, limited right and license to access and use this Portal and the Services, all in strict conformity with these Terms. You may cache pages of the Portal for the sole purpose of increasing the speed and efficiency at which you access the Portal in the future. However, except as may be expressly permitted by Whirlpool in these Terms, no other copy or use of any portion of the Portal or Information accessed on or through the Portal (except for screen-shots) is authorized or otherwise permissible, and such unauthorized copy or use shall constitute an act of copyright infringement and a breach of these Terms.

Your Use of the Portal and Services

You understand that the Portal and Services are available for your company’s business use only. You agree that no information or materials of any kind submitted through your account or otherwise transmitted or shared by you on or through the Portal will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You agree to comply with all procedures, rules and policies established by us, and all applicable federal, national, state, provincial and local laws and regulations, including without limitation the U.S. Communications Decency Act (47 U.S.C. sec. 223 et.seq.) and the U.S. Digital Millennium Copyright Act (17 U.S.C. sec. 101 et. seq.). In addition, you agree not to use the Portal to:

Scrape, harvest or collect e-mail addresses or other contact information of other users from the Portal by electronic or other means for any purpose including, without limitation, to send unsolicited emails or other unsolicited communications;
Scrape, harvest or collect any webpage, including any Information or other materials;
use the Portal in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Portal;
Access or attempt to access any Information or other material or documents that you are not authorized to access through any means not intentionally made available through the Portal;
use automated methods to collect information from or otherwise interact with other users through the Portal;
register for an account on behalf of anyone other than yourself, unless duly and expressly authorized in writing by your company;
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
solicit personally identifying information for commercial or unlawful purposes, solicit passwords or solicit personal information from anyone under 18;
intimidate or harass any other user;
make available information or materials that might create liability or violate any local, state, national or international law;
use or attempt to use another's account, service or system without authorization from Whirlpool, or create a false identity on the Portal;
make available information or materials that are false, misleading, objectionable or which restricts or inhibits any other person from using or enjoying the Portal, or which may expose Whirlpool or any users to any harm or liability of any type;
disrupt or interfere with the security of, or otherwise cause harm to the Portal, Information, materials, documents, systems resources, accounts, passwords, servers or networks connected to or accessible through the Portal or any affiliated or linked websites; or
post or otherwise submit any software, programs or files that are harmful or disruptive of another’s equipment, software or other property, including any corrupted files, time bombs, Trojan Horses, viruses and worms.

Links to other Websites

The Portal contains (or you may be sent through the Portal or the Service) links to other websites that we do not operate. The links are provided for your convenience only. The inclusion of any of the links to other websites does not mean that we endorse those websites, companies or contents. We are not responsible for the contents, links or privacy of any linked website. Access to any other website linked to the Portal is at your own risk and you should be aware that our Terms do not apply to your access to any linked website. You should review the applicable terms and conditions and policies, including privacy and data gathering practices, of any linked website.

Links to the Portal

You are expressly prohibited from framing or linking or otherwise using or displaying the Portal in such a manner so that it appears to be part of your own or someone else’s website. You shall not deep link or otherwise link in a manner that bypasses the Portal home page without our written consent.

Trademarks

Whirlpool Corporation and all graphics, logos, page headers, button icons, scripts, service names and other trademarks and servicemarks on the Portal are trademarks, tradedress and service marks belonging to Whirlpool or its global subsidiaries or its licensors (the " Whirlpool Marks"). Whirlpool Marks may not be used in any way (including in “meta-tags” or “hidden text”) without our prior written approval. All other trademarks not owned or licensed by Whirlpool that appear on this Portal are the property of their respective owners. Any unauthorized use of the Whirlpool Marks or any third party trademark is strictly prohibited.

Privacy

We care about the privacy of our users. Click Privacy Notice to view Whirlpool’s Privacy Notice.

Disclaimers of Warranty and Liability

The Portal and the Services are a platform for conducting our business. Whirlpool is not responsible for the conduct, whether online or offline, of any user of the Portal or Service. The Portal and the Service may be unavailable from time to time for maintenance or other reasons. Whirlpool assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any of your information. Whirlpool is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the internet or at the Portal or any combination of the above, including injury or damage to any computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the internet, the World Wide Web and/or in connection with the Portal and/or Services. To the maximum extent allowed by applicable law, Whirlpool will not be responsible for:
(a) any loss or damage, including any loss or damage to any of your information, or
(b) personal injury or death,
resulting from anyone's use of the Portal or the Services, any Information posted on or through the Portal or the Services or otherwise transmitted to you, or any interactions between you and the Portal, whether online or offline.

You understand and agreement that the Portal and the Services are provided “as is, as available, and with all faults” and that Whirlpool has no liability or responsibility for the timeliness, deletion, or failure to store any communications from you. You assume total responsibility and risk for your use of this Portal including any information obtained through the Portal. WHIRLPOOL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE. WHIRLPOOL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PORTAL AND/OR SERVICES. WHIRLPOOL DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, DATA, CONTENT, INFORMATION OR MATERIALS ON THE PORTAL, OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE PORTAL OR SERVICES OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL ITEMS.

Whirlpool reserves the right to change any and all Information, software and other items used or contained in the Portal and any Services offered through the Portal at any time without notice. Any reference to products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Whirlpool.

Limitation of Liability

WHIRLPOOL AND ITS SUBSIDIARIES WORLDWIDE, THEIR RESPECTIVE EMPLOYEES, OFFICERS AND REPRESENTATIVES SHALL NOT BE RESPONSIBLE FOR NOR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING FOR ANY LOSS OF BUSINESS, LOST PROFITS OR LOST DATA ARISING OUT OF OR RELATING IN ANY WAY TO THE PORTAL OR SERVICES, OR INFORMATION OBTAINED BY USING THE PORTAL OR SERVICES INCLUDING, BUT NOT LIMITED TO, YOUR DOWNLOADING OR UPLOADING OF ANY INFORMATION, MATERIAL OR DOCUMENTS, EVEN IF WHIRLPOOL IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PORTAL OR THE SERVICES IS TO STOP USING THE PORTAL.

NOT WITH STANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, WHIRLPOOL’S LIABILITY TO YOU INDIVIDUALLY OR TO YOUR COMPANY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LOWEST LIMITATION OF LIABILITY AMOUNT ALLOWED BY LAW, OR, IN THE EVENT THAT SUCH AN AMOUNT IS NOT PRESCRIBED BY LAW, ONE HUNDRED DOLLARS ($100). CERTAIN U.S. STATE LAWS AND THE LAWS OF OTHER JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

Whirlpool may suspend or terminate your account, delete your Registration Information and Account Information, and any other content or information that you have provided through the Portal and/or prohibit you from using or accessing the Services or the Portal (or any portion, aspect or feature of the Services or the Portal) for any reason, or no reason, at any time in its sole discretion, including if it determines that you are in breach of any of these Terms.

Indemnity

You agree to indemnify and hold Whirlpool, its subsidiaries worldwide, and each of their respective directors, officers, agents, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any information that you upload on or through the Portal (including your contact and other personal information), your use of the Services or the Portal, your conduct in connection with the Services or the Portal or with any other user of the Services or the Portal, or any violation of these Terms or of any law or the rights of any third party.

Submissions

You agree that Whirlpool is free to use any communication, comments, information, ideas, concepts, reviews, techniques, content or any other material you may send to us, including, without limitation, surveys, responses to questionnaires or through postings and/or submissions to the Portal without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Portal and our products and services. Furthermore, by submitting any comment or other material through the Portal, submitting information to us, or in responding to questionnaires, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicenseable, worldwide license and right to display, make, have made, sell, offer for sale, import, export, use, perform, reproduce, modify, distribute and create derivative works of such material or information submitted in any media, software, or technology of any kind now existing or developed in the future. By posting or providing any such material or information, you represent and warrant that public posting and use of such material, concept, idea or information by Whirlpool will not infringe on or violate the rights of any third party.

Miscellaneous

With respect to you individually, these Terms constitute the entire agreement between you and Whirlpool regarding the use of the Portal and the Services. With respect to your company, Whirlpool may have additional agreements such as purchase orders or an executed agreement which, together with these Terms, will also constitute the entire agreement between your company and Whirlpool, superseding any prior agreements between your company and Whirlpool relating to use of the Portal or the Services. A printed version of these Terms, and of any notice given in electronic form related to these Terms, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. You individually now waive any and all defenses you may have based on the electronic form of these Terms and the lack of handwritten signature by you individually to these Terms. Failure by either party to insist on strict performance of any of the Terms will not operate as a waiver of any subsequent default or failure of performance. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. Nothing contained in these Terms shall be construed to constitute you and Whirlpool as partners or joint venturers or to constitute employment or any type of agency.

Choice of Law

This Agreement shall be governed and interpreted according to the substantive laws of the State of New York, U.S. without regard to its conflict of law provisions. The parties agree that in any action arising out of this Agreement or relating to the operation of the Portal or Information and Services obtained through the Portal, they irrevocably submit to the exclusive jurisdiction of a state or federal court in New York, U.S. and, to the maximum extent permitted by law, agree that either of those courts shall be the venue of choice for any such action. Without limiting the effect of any disclaimer contained in this Agreement, any cause of action you may have regarding your use of the Portal must be commenced within one (1) year after the claim or cause of action arises.

The headings of the various sections in these Terms are for convenience only and shall not define, limit or otherwise affect any of the terms or provisions.