The following Website Terms and Conditions of Use (“Terms”) constitute a legal agreement between You and General Motors LLC and its subsidiaries and affiliates (collectively, "GM"). As used here, the terms "You" and "Your" refer to each entity or individual using the GM brand marketing and asset management website (the “Site”). By accessing, browsing or using the Site, You acknowledge that You have read, understand and agree to be bound by these Terms and to comply with all applicable Laws including, without limitation, all export control laws, regulations, or other directives, and all state, federal and local tax and tariff laws, regulations, or directives. If You do not agree to these Terms, You may not access or use the Site.

1.1 Acceptable Use. You agree to:

• (a) use the Site only as authorized by GM;
• (b) use the Site only for lawful purposes;
• (c) use the Site only in connection with Your business relationship with GM;
• (d) take all necessary precautions to ensure that any content or other material You post on the Site or otherwise make available within the Site does not contain any viruses, time bombs, Trojan horses, worms or other computer programming routines that may damage or interfere with the operations of the Site or any system, data or information pertaining to the Site or any user of the Site;
• (e) take all precautions necessary to maintain the secrecy and security of Your company password(s) and Your individual user name(s) and user password(s);
• (f) be solely responsible for any use or misuse of Your company password(s), or Your individual user name(s) or user password(s);
• (g) comply strictly with any policies, direction or rules provided by GM or its authorized representatives in relation to Your use of the Site; and
• (h) comply with any legal requirements pertaining to Your use of the Site, including but not limited to the Communications Decency Act ("CDA"), 47 U.S.C. 230, and the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. 512, and all other applicable laws, statutes, rules, regulations, directives and policies of all applicable countries and their instrumentalities and political subdivisions thereof including, without limitation, all states, provinces, territories and the like (collectively, "Laws").

1.2 Prohibited Activities. You agree not to:

• (a) violate the privacy rights of other users of the Site;
• (b) alter or tamper in any way with the software, look and feel, or functionality of the Site;
• (c) violate GM's or its third-party licensors' rights relating to any assets or intellectual property that is maintained on the Site;
• (d) disclose any GM confidential information maintained on the Site without GM’s express, prior, written consent;
• (e) reproduce, copy, modify, adapt, distribute, transmit, transfer, republish, compile or decompile, reverse engineer, distribute, transmit, display, remove or delete the GM Intellectual Property (as defined below) or the other content or Site information provided by GM, its third-party licensors or other users of the Site, except as expressly authorized by GM;
• (f) allow unauthorized disclosure or copying of any part of the Site or any information obtained from the Site;
• (g) allow access to or use of the Site by any third parties who are not authorized users including, without limitation, to provide resale services, service bureau services, outsourcing or consulting services or for any unlawful purpose;
• (h) engage in any conduct that in any way restricts, inhibits or impacts any other user from using or enjoying the Site as authorized by GM; and
• (i) post on or otherwise transmit through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable Laws.

1.3 Termination of Access.

GM shall have the right to terminate, limit or suspend Your access to all or any part of the Site at any time, with or without notice, for any reason, including but not limited to, any conduct that GM, in its sole discretion, believes is in violation of these Terms or any applicable Law, or is harmful to the interests of another user, any third-party or GM.

GM and its third-party licensors have implemented security measures to help protect against the risk of loss, misuse and alteration of any information under GM's control. Nevertheless, such security measures may not prevent all loss, misuse or alteration of information on the Site, and GM is not responsible for any damages or liabilities arising from the failure of any security measures or from the loss, misuse or alteration of information on the Site.

1.4 Disclaimer.

The Site and all services provided by GM to You including, without limitation, all data, content and transactions, are provided "as is" and without any warranties of any kind. GM, its subsidiaries and affiliates, and their respective third-party licensors expressly disclaim all warranties, whether express, implied or statutory, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from trade usage, course of dealing or course of performance. Notwithstanding any provision contained herein to the contrary, GM, its subsidiaries or affiliates, and their respective third-party licensors make no representation, warranty or covenant concerning the accuracy, completeness, sequence, timeliness or availability of the Site or any information or content or data posted on or otherwise accessible via the Site. No sales personnel, employees, agents or representatives of GM, its subsidiaries or affiliates, or any third-party are authorized to make any representation, warranty or covenant on behalf of GM, its subsidiaries or affiliates, or any of their respective third-party licensors. Accordingly, additional oral statements do not constitute warranties, should not be relied upon and are not part of this agreement. Neither GM, nor its subsidiaries or affiliates, nor any of its third-party licensors represent, warrant or covenant that the Site will be secure, uninterrupted or error-free. You expressly agree that use of the Site is at Your sole risk and that GM, its subsidiaries or affiliates, and their third-party licensors shall not be responsible for any termination, interruption of services, delays or errors in the Site. This section shall survive termination or expiration of this agreement. Neither GM, nor its subsidiaries or affiliates, represent, warrant or guarantee that You will generate any business by participating in the Site.

1.5 Limitation Of Liability.

Neither GM, nor its subsidiaries or affiliates, nor any of their third-party licensors or administrators of the Site shall be liable for any indirect, incidental, consequential, punitive, special or exemplary damages (including, without limitation, loss of profits, loss of use, transaction losses, opportunity costs, interruption of business or costs of procuring substitute goods) resulting from, arising out of or in any way relating to the Sitel or disruption thereof, regardless of the form of the claim or action, whether based on contract, tort, strict liability, statute or otherwise, and regardless of whether or not such damages were foreseen, unforeseen or foreseeable, even if GM, its subsidiaries or affiliates, or their third-party licensors have been advised of the possibility of such damages. In addition to the foregoing, neither GM, nor its subsidiaries or affiliates, nor any of their third-party licensors or administrators of the Site shall be liable to You or any party for any direct damages resulting from, arising out of, or in any way relating to the Site or disruption thereof, regardless of the form of the claim or action, whether based on contract, tort, strict liability, statute or otherwise. To the extent the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, then the aggregate liability of GM, its subsidiaries or affiliates, and their third-party licensors and administrators of the Site for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) arising out of or in any way related to the Site or these Terms will be limited to direct damages actually incurred up to two hundred fifty dollars ($250).

1.6 Intellectual Property Rights.

This Site is owned and operated by GM. The registered and non-registered trademarks of GM including, without limitation, GENERAL MOTORS LLC, GM, and all data, software, text, typefaces, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts and other materials and information appearing on, displayed in connection with, embodied in, or contained within or relating to the Site (collectively, "GM Intellectual Property") are the exclusive property of GM and its third-party licensors and are protected by applicable Laws. Any use not authorized by GM or by the Terms including, without limitation, the reproduction, modification, distribution, transmission, republication, display, removal or deletion of GM Intellectual Property on the Site, in whole or in part, in all forms, media and technologies now existing or hereafter developed, is strictly prohibited. Nothing contained herein shall be construed as conferring to You in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any GM Intellectual Property. Except as otherwise authorized by GM or by the Terms, You may not upload, post, reproduce, copy, alter, modify, create derivative works of or distribute, or resell in any way, GM Intellectual Property, without obtaining prior written permission from GM. You may translate the GM Intellectual Property for Your internal use only, provided that Your use of the translated version complies with all other provisions of these Terms. The GM Intellectual Property made available on or through the Site may not be used in connection with any non-GM product or service or in any manner that is likely to cause confusion among customers, disparages or discredits GM or a third party or diminishes the value of the GM Intellectual Property. You expressly acknowledge that the GM Intellectual Property: (a) has been developed and prepared by GM and its third-party licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, money and effort; (b) contains trade secrets of GM and its third-party licensors; (c) is protected by applicable Laws; and (d) constitutes valuable property of GM and its third-party licensors. You further agree that unauthorized copies or disclosure of the GM Intellectual Property will cause great damage to GM and its third-party licensors, which damage far exceeds the value of the information involved.

1.7 Indemnification

• (a) You agree to defend, indemnify and hold GM its subsidiaries, affiliates, their third-party licensors and administrators of the Site harmless from all damages, liabilities, and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims made by third parties relating to (i) Your use of the Site, (ii) Your unauthorized use of any GM Intellectual Property, or (iii) any other breach by You of the Terms.
• (b) In the event GM seeks or will seek indemnification pursuant to section 1.7(a), GM will promptly notify You of such claim. GM will have the right to participate in such litigation, at its expense, through counsel selected by GM.

1.8 Reporting Of Copyright Infringements.

To file a copyright infringement notification with us, You will need to send a written communication that contains the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material on the Site that is claimed to be infringing, with information reasonably sufficient to allow us to locate the material.
• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the matter complained of is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such written notification should be sent to:
Lauren Latimer
General Motors LLC
300 Renaissance Center
Detroit, MI 48265
Phone: 313-665-4699
Email: lauren.latimer@gm.com

1.9 Links To Third-party Websites; Framing.

The Site may provide links or references to other third-party sites. GM has no responsibility for the content of these other sites, does not make any representations or give any warranties with respect to any information contained at or made available through these other sites and shall not be liable for any damages or injury arising from the content of these other sites. By linking to the site, GM does not endorse companies or products to which it has provided links. Any links to other sites are provided merely as a convenience to You and, if You decide to access any of the third-party sites linked to the Site, You do so entirely at Your own risk. GM reserves the right to terminate any link or linking program at any time. GM may also provide links to the Site on some third-party sites. GM does not endorse the individuals, companies or other similar entities, or any products or materials associated with such individuals, companies or other similar entities that provide a link to the Site at their sites. Unless approved in writing in advance by GM, You agree not to: (a) provide or create a link to the Site; or (b) create any frames at any other sites pertaining to any of the content located at the Site. Contact GM to seek approval for linking to the Site.

1.10 Privacy Policy.

GM reserves the right to collect and use personal information from the Site in accordance with its privacy policy posted on the Site, as modified from time to time.

1.11 Updates.

The content published on the Site may include technical inaccuracies or typographical errors. Changes may be made periodically and at any time to the content. GM may also make improvements or changes in the services or the programs or policies of the Site at any time without prior notice. Additionally, GM shall have the right to update, revise or supplement these Terms at any time. Such updates, revisions and supplements will be effective upon notice thereof, which may be given by any reasonable means, including by posting on the Site. By continuing to use the Site, You agree to be bound by any such revisions and should therefore periodically visit the Site to determine the then-current Terms to which You are bound.

1.12 Applicable Law.

The laws of the State of Michigan will govern these Terms without giving effect to any principles of conflicts of laws. You and GM agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Wayne County, Michigan, in any legal action or proceeding.

1.13 Waiver.

No delay or omission by GM to exercise any right occurring upon any action, inaction or noncompliance on Your part with respect to any of these Terms shall impair any such right or power or be construed to be a waiver thereof or a waiver by GM of any other rights arising hereunder.

1.14 Severability.

The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions of these Terms in any jurisdiction.