OWN THE COLOR.

Please read these Terms and Conditions carefully before participating in the “Own The Color” auction (the “Auction”). The relationship between General Motors LLC , along with its subsidiaries and affiliates (“GM”) and the registered bidders of “Own The Color” in the Auction (as the context requires “you,” “your,” “bidders”) is governed by these Terms and Conditions, and by bidding in the Auction, you agree to be bound by these Terms and Conditions. In addition, these Terms and Conditions shall continue to apply to the Non-Fungible Token (“NFT”) to which these Terms and Conditions are attached and all bidders of said NFT, whether such purchasers acquired said NFT in the Auction or on the secondary market.

The NFT will be sold pursuant to the Auction, which will be conducted on the SuperRare marketplace from June 20^th, 2022, 9 AM EST to June 24^th, 2022, 3 PM EST.  The Auction may be suspended, delayed, or terminated without notice at the sole discretion of the Released Parties.

You are solely responsible for determining and paying all applicable sales, use, value added taxes and/or any other taxes in your jurisdiction, as well as paying any and all costs, taxes, and fees associated with Vehicle delivery from Dealer, including but not limited to license, registration, dealer, insurance and any other third-party fees and costs attributable to the delivery of the Vehicle. Dealer sets the terms of delivery.

The Auction will be conducted subject to SuperRare’s terms and conditions, available at https://www.notion.so/SuperRare-Terms-of-Service-075a82773af34aab99dde323f5aa044e, and Auction Terms and Conditions, available at https://www.notion.so/SuperRare-Auction-Terms-of-Use-dd6778e810b748d78dbdf3da9790bf0a. By using the SuperRare marketplace, you agree to comply with such terms and conditions. In no event shall GM, Agency, Artist, or the Dealer be responsible with respect to your use of the SuperRare platform, it being understood that SuperRare shall be solely responsible regarding the same.

A. NON-FUNGIBLE TOKEN

The NFT is a unit of data on the Ethereum blockchain representing a digital file in existence at the time of the auction. The NFT has been created by or on behalf of GM, which is unable to verify or make any representation as to the nature, operation, character or contents of the NFT. If you are the successful bidder in this Auction you will, subject to the terms of these Terms and Conditions and full payment of all amounts owed hereunder, acquire title to the NFT.  For the avoidance of doubt, all references to the NFT do not refer to the Artwork, which is described separately below.

The use of the NFT will be subject to the blockchain based smart contract governing the programming and terms of the NFT (“Smart Contract”), and you hereby acknowledge and agree that you are solely responsible for reviewing and inspecting the Smart Contract prior to placing a bid at Auction, and that by bidding in the Auction you are agreeing to the terms and conditions set forth in the Smart Contract.

You may resell or otherwise transfer the NFT where permitted by these Terms and Conditions and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these Terms and Conditions.  The NFT will remain subject to these Terms and Conditions in perpetuity, and any purchase, acquisition, possession, or use of the NFTs by a subsequent purchaser of the NFT will be subject to these Terms and Conditions.

The NFT will be subject to a secondary royalty of ten (10) percent.  This means that for every sale of the NFT subsequent to the Auction, ten (10) percent of the proceeds from each such sale will be automatically deducted and distributed to a party specficied in the Smart Contract. All secondary royalties will be distributed to DonorsChoose, as
further specified in Section VI below.

B. ARTWORK

The Artwork is not the subject of this sale. The Released Parties make no representations and provide no warranty whatsoever in relation to the nature, description, uniqueness, functionality, operation, use, fitness, utility or compatibility with digital platforms and/or software for purpose of the digital file, either now or in the future.

The Artwork and all intellectual property therein shall remain the sole and exclusive property of GM, and GM is not selling any ownership rights in the Artwork, or the copyright to the Artwork, related to the NFT. GM is only transferring the ownership of the NFT recorded on the Ethereum blockchain. You acknowledge and agree that GM owns all trademarks, service marks, names, logos, design patents, trade dress(including the vehicle body design) and other statutory and common law intellectual property associated herewith (including without limitation CHEVROLET, CORVETTE, Z06 and the crossed flags logo) (the “GM Marks”), whether or not incorporated within the Artwork and/or the NFT.  Nothing herein shall be construed as an assignment, license, or other transfer of interest in and to the GM Marks or other GM intellectual property, which shall remain the sole and exclusive property of GM, and you hereby disclaim any interest or right in and to the GM Marks or any other GM intellectual property. You acknowledge GM’s title to the GM Marks and other GM intellectual property, and shall not at any time do or permit to be done any act of thing which you know or should know will in any way impair or otherwise encumber these rights.

All goodwill that derives from the use of the GM Marks and other GM intellectual property shall inure solely to the benefit of GM, and you will not contest or aid in contesting the validity or ownership of any GM Marks or other GM intellectual property or take any action in derogation of GM’s rights therein, including, without limitation, applying to register, alone or as part of another trademark, any trademark, trade name, internet domain name, or other designation that is confusingly similar to any GM Mark.

Upon conclusion of the Auction of the NFT, GM grants to the Successful Bidder a limited, non-exclusive, non-transferable license to display the Artwork, solely, for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a marketplace that permits the purchase and sale of NFTs (provided that the marketplace cryptographically verifies each NFT owner’s right to display the Artwork to ensure that only the actual owner of the NFT can display the Artwork).

Photographs, videos and illustrations are for identification purposes only and cannot be used as precise indications of size or convey full information as to the condition of the NFT or the Artwork. We make every effort to describe the NFT and Artwork in the online-only Auction as accurately as possible. Where colors are displayed, the colors you see will depend on the resolution of your monitor or of your mobile device. GM does not guarantee that your monitor’s or your mobile device’s display of any color will reflect accurately the color of the items described.

You agree that you may not, nor permit any third party to do or attempt to do any of the following without GM’s express prior written consent in each case: (i) modify, alter and/or create derivative works of the Artwork in any way; (ii) use the Artwork to advertise, market, or sell any third party product or service; (iii) use the Artwork in connection with images, videos, and/or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, or infringe upon the rights of others; (iv) use the Artwork in a manner that disparages any of the Released Parties, and/or the products and services of the same, or that otherwise reflects unfavorably upon or harms the Released Parties, and/or the products and services of any such party; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; (vi) attempt to register or purport to own any trademark, copyright, or otherwise acquire any other intellectual property rights in or to the Artwork; (vii) otherwise utilize the Artwork for your and/or any third party’s commercial benefit.

If at any time you sell, trade, donate, give away, or otherwise transfer the NFT for any reason, you acknowledge and agree that you (i) will have no rights in or to the Artwork and (ii) shall communicate these limitations and restrictions to any party to whom you transfer the NFT, which limitations and restrictions will be included in the metadata of the NFT comprising the NFT. You shall not remove any limitations or restrictions from the metadata of the NFT.

C. THE CHEVROLET CORVETTE VEHICLE

The highest bidder at the conclusion of the Auction who makes all required payments hereunder and is determined by GM to be in compliance with these Terms and Conditions (the “Successful Bidder”) is entitled to receive one (1) Special Edition 2023 Chevrolet Corvette Z06, in the color that is conveyed by GM in the marketing materials related to this Auction (the “Vehicle”), delivery of which shall take place through an eligible Chevrolet dealer of the Successful Bidder’s choice. The Successful Bidder must make all required payments in full, satisfy all other requirements contained in these Terms and Conditions, comply with all of the Vehicle delivery obligations, including but not limited to complete the necessary vehicle delivery documents at the time of the delivery of the Vehicle, in order to receive the Vehicle. You acknowledge and agree that the Vehicle is not currently in existence, and will not be built, fulfilled, or delivered until after the completion of the Auction. The current anticipated delivery timeframe of the Vehicle is September 2022, but is subject to change at the sole discretion of GM.

If you are the Successful Bidder, you will be contacted by GM via the SuperRare marketplace and/or via email, and will be provided with fulfillment details and instructions on how to claim the Vehicle (“Notice”). You will be required to provide such information as is requested by GM to verify your compliance with these Terms and Conditions and prove your eligibility to receive the Vehicle, including, without limitation, your name, complete address, telephone number, email address, within sixty (60) days after the Notice is sent.

The Vehicle delivery will be fulfilled via an authorized, eligible Chevrolet Corvette dealership located in the United States, selected by the Successful Bidder (the “Dealer”), to be confirmed by GM (for purposes of dealership eligibility). The Successful Bidder must comply with the fulfillment terms as outlined by GM, which shall include, but not be limited to, contacting the Dealer after the same is identified in order to arrange for the Vehicle delivery.  The Vehicle will remain the sole property of GM and/or the Dealer, and the Successful Bidder will not receive ownership of the Vehicle, until such date as the Successful Bidder complies with all of the fulfillment obligations and the Vehicle is physically delivered to the Successful Bidder. Dealer sets the final terms of sale for the Vehicle, including price and delivery terms.

The Successful Bidder will be responsible for all delivery requirements established by the Dealer, which may include having a valid driver’s license in the state where delivery occurs, registering the vehicle in their name with the appropriate state vehicle registration authority, paying any and all registration, inspection fees and costs related thereto, obtaining all applicable automotive insurance for the Vehicle, and fulfilling all other requirements of Dealer, as well as the applicable government agencies. Dealer shall be entitled to withhold delivery of the Vehicle to the Successful Bidder in the event that the Dealer and/or GM determine that the Successful Bidder has failed to comply with the fulfillment obligations or any Dealer-imposed requirements (including without limitation those specified in this paragraph) or otherwise has failed to comply with these Terms and Conditions.

If the Successful Bidder does not contact Seller within sixty (60) days after the notice is sent to the Successful Bidder does not provide any information requested by Seller, or if the Successful Bidder has not complied with these Terms and Conditions or complied with the required fulfillment obligations, you will not be entitled to receive the Vehicle, and Seller and the applicable Dealer will be entitled to withhold the Vehicle without liability and without compensation or any refund of any kind to the Successful Bidder.

THE SUCCESSFUL BIDDER, AGREES NOT TO SELL, DISTRIBUTE, ASSIGN, SUBROGATE, OR IN ANY OTHER WAY, TRANSFER OR ASSIGN THE VEHICLE TO ANY OTHER PARTY UNTIL THE SUCCESSFUL BIDDER, HAS TAKEN FULL OWNERSHIP AND DELIVERY OF THE VEHICLE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

IT BEING UNDERSTOOD THAT ALL TRANSFERS OR ASSIGNMENTS IN VIOLATION OF THIS PARAGRAPH SHALL BE NULL AND VOID.

You are responsible for any and all due diligence regarding the NFT, the Artwork, and the Vehicle including, but not limited to, (i) inspections, evaluations and verification of the originality, character, features, condition, correctness, authenticity, history or description, statements made in reference to, or any and all other matters regarding the NFT, Artwork, and Vehicle, and (ii) appropriate maintenance responsibilities (including hosting) and security specifically relating to the NFT and Artwork (defined below).

In addition, and without limiting the foregoing, you specifically agree as follows:

A. NFT / ARTWORK

You agree that the NFT is sold “as is” and in the condition that it is in at the time of the Auction.

Online descriptions of the NFT or the Artwork or links to the blockchain may include references to condition and intended functionality. Such references, though, do not amount to a full description of condition and functionality. The absence of reference to the condition and functionality of the NFT or the Artwork in their online descriptions does not imply that the NFT or the Artwork is free from faults or imperfections, and you acknowledge and agree to take all necessary care in inspecting the NFT or the Artwork and information available on the blockchain to satisfy yourself with their condition, the accuracy of their description, and their characteristics prior to bidding.

The Released Parties make no representations or warranties in relation to the condition, performance, security, quality, representations and warranties, or terms of the NFT, the Artwork, or the Smart Contract. GM expressly advises you that it is your sole responsibility to conduct pre-bidding diligence into and, that you assume all risk of loss or damage to the NFT upon transfer of the same to you, including, and without limitation to, responsibility to provide appropriate maintenance (including without limitation hosting) and security relating to, the NFT and Artwork.

You are solely responsible for any risks associated with the transferring, creating, holding, storing, or use of NFTs or a digital wallet, as applicable, including network failures or disruptions; corrupted wallet files; viruses, phishing, bruteforcing, hacking, security breaches, mining attacks, or other means of attack against the NFT; risk of losing access to the NFT due to loss of private key(s); custodial or buyer error; regulatory interference in one or more jurisdictions; token taxation; personal information disclosure; uninsured losses; failure to provide appropriate maintenance (including without limitation hosting of Artwork); and other unanticipated risks. The Released Parties will not be responsible for any such risks or losses. Once you receive the NFT, you irrevocably release the Released Parties and their affiliates from any and all claims, causes of action, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees) for loss of or damage to the NFT.

The Released Parties will not be liable for any loss whatsoever related to damage or corruption to the Artwork, failure of the NFT to reference the Artwork, or loss of, or other security or persistence issues related to, the Artwork.  

In no event shall the Released Parties be responsible for any resales or secondary market sales of the NFT or Artwork or any iterations of the same.  Transfer of ownership to an NFT will not guarantee continuing access to the Artwork to which it relates.

The NFT is being offered for personal use only, is not a security or a financial instrument, and is not offered for investment purposes. The Released Parties make no representations or warranties regarding the future value of the NFT, and you acknowledge and agree that the commercial or market value of the NFT may materially diminish in value as a result of a variety of things, and you agree that the Released Parties will not be responsible for any variations or fluctuations in the value of the NFT.

NFTs are not securities or financial instruments and are not offered for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of things, and you agree that the Released Parties will not be responsible for any variations or fluctuations in the value of the NFT.

The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development the potential value of your NFTs. You accept and acknowledge that the Released Parties will not be responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.

You represent and warrant that you have sufficient understanding of NFTs, digital wallets and other storage mechanisms, cryptocurrencies, blockchain technology, and the use, characteristics, functionality, programming, and/or other material characteristics of all of the foregoing, to fully understand and agree to these terms and the disclaimers and risks outlined herein, or have consulted with professional advisors in relation to the foregoing such that any participation by you in the auction of any NFT constitutes an informed acceptance of such disclaimers and risks.

B. VEHICLE

Successful Bidder acknowledges that the Vehicle will be transferred “as is” without any other specific warranty, express or implied, by the Released Parties, including but not limited to any warranty of fitness for a particular purpose or merchantability, except for the manufacturer’s limited warranties to be offered as part of the delivery of the Vehicle and except as expressly disclaimed below.

You acknowledge and agree that the Vehicle will be painted by a third-party service provider, and such paint job will not be covered by GM’s New Vehicle Warranty. It is further understood and acknowledged that the Released Parties make no representations or warranties of any kind regarding such paint job or its effects on the Vehicles.

The Released Parties expressly disclaim the accuracy or completeness of any and all information provided to you regarding the Vehicle, whether provided in written, verbal, or digital image form ("Vehicle Information"). Vehicle Information provided by the Released Parties is for convenience only.  It is your sole responsibility to ascertain, confirm, research, inspect, and/or investigate vehicles and any and all Vehicle Information prior to placing a bid.

The Released Parties are not responsible for defects, errors, or omissions (i) related to the motor vehicle registration authority or vehicle transfer documentation not processed by the Released Parties, or (ii) made by any motor vehicle registration authority, tax department or other governmental entity.

The Vehicle will only be homologated for use within the United States, and the Successful Bidder acknowledges and agrees that their use of the Vehicle may be limited outside of the United States and the Released Parties make no representations or warranties regarding the Successful Bidder’s use of the Vehicle outside of the United States.

By placing a bid, you represent and warrant that: (i) all information that you provide or have provided pursuant to your participation in the Auction is truthful and accurate, and you have not made any misstatement or committed any fraudulent acts or omissions in your participation in the Auction; (ii) you have the full right and authority to place a bid, participate in the Auction, and/or enter into these Terms and Conditions, and the consent of no other party will be required for you to engage in the foregoing; (iii) you are at least eighteen (18) years of age or older and the age of majority in the jurisdiction in which you reside, and meet all eligibility requirements contained in Section I hereof; (iv) you have complied with, and will at all times comply with these Terms and Conditions and all terms contained herein; and (v) you are and will remain in compliance with all applicable laws, rules, and regulations, and will not engage in any action that will result in you and/or the Released Parties violating any applicable laws, rules, and/or regulations, in your participation in the Auction.

You agree to provide all information and assistance reasonably requested by GM to comply with all applicable anti-money laundering laws and regulations and to comply with any and all anti-money laundering laws and regulations. You represent and warrant that Successful Bidder’s acquisition will not cause (or otherwise result in) the Released Parties violating any sanctions, anti-money laundering, anti-terrorism, or anti-bribery or anti-corruption laws.

You acknowledge that you have had the opportunity to read the full Terms and Conditions and to consult an attorney before placing a bid, participating in the Auction, and before accepting these Terms and Conditions, and will have accepted these Terms and Conditions after having the opportunity to consult with an attorney of your own choosing. As a condition of placing a bid, it is your responsibility to comply with all applicable tax, duty, or any and all other payments associated with the purchase of the NFT, Artwork, and the Vehicle. As a further condition of bidding on the same, you agree to hold the Released Parties harmless from any and all tax or regulatory issues that arise due to your acquisition of the NFT, Artwork, and/or Vehicle.

The Released Parties will not be liable for any special, consequential, indirect, incidental or punitive damages, including without limitation loss of sales or loss of business. In no event shall the total aggregate liability of the Released Parties to you exceed the total amount actually paid by the Successful Bidder for the NFT.