Asset Central

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

1.1 Acceptable Use. You agree to:

• (a) use GM AssetCentral only as authorized by GM;
• (b) use GM Asset Central only for lawful purposes;
• (c) use GM AssetCentral 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 GM Asset Central, or otherwise make available within GM AssetCentral, does not contain any viruses, time bombs, Trojan horses, worms or other computer programming routines that may damage or interfere with the operations of GM AssetCentral or any system, data or information pertaining to GM AssetCentral or any user of GM AssetCentral;
• (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 orrules provided by GM or its authorized representatives in relation to your use of GM AssetCentral; and
• (h) comply with any legal requirements pertaining to your use of GM Asset Central, 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 GM AssetCentral;
• (b) alter or tamper in any way with the software, look and feel, or functionality of GM AssetCentral;
• (c) violate GM's or its third-party licensors' rights relating to any assets or intellectual property that is maintained on GM Asset Central;
• (d) disclose any GM confidential information maintained on GM Asset Central without the express, prior, written consent of GM;
• (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 and information in GM Asset Central provided by GM, its third-party licensors and/or other users of GM Asset Central, except as expressly authorized by GM;
• (f) allow unauthorized disclosure or copying of any part of GM AssetCentral or any information obtained from GM AssetCentral;
• (g) allow access to or use of GM AssetCentral by any third parties who are not authorized users including, without limitation, to provide timeshare 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 GM AssetCentral as authorized by GM; and
• (i) post on or otherwise transmit through GM AssetCentral 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 GM Asset Central 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 of Use 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 GM Asset Central, 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 GM Asset Central.

1.4 Disclaimer.

GM Asset Central 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 GM Asset Central or any information or content posted on or otherwise accessible via GM Asset Central. 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 GM Asset Central will be secure, uninterrupted or error-free. You expressly agree that use of GM Asset Central 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 GM Asset Central. 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 GM Asset Central.

1.5 Limitation On Liability.

Neither GM, nor its subsidiaries or affiliates, nor any of their third-party licensors and/or administrators of GM Asset Central 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 GM Asset Central 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 and/or administrators of GM Asset Central shall be liable to you or any party for any direct damages resulting from, arising out of or in any way relating to GM Asset Central 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/or administrators of GM Asset Central 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 GM Asset Central or these Terms of Use will be limited to direct damages actually incurred up to two hundred fifty dollars ($250).

1.6 Intellectual Property Rights.

This website is owned by GM and operated on GM's behalf by assetSERV/Cognizant. The registered and non-registered trademarks of GM including, without limitation, GENERAL MOTORS LLC, GM and GM ASSET CENTRAL, 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 GM Asset Central (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 of Use including, without limitation, the reproduction, modification, distribution, transmission, republication, display, removal or deletion of GM Intellectual Property on GM Asset Central, 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 and Conditions of Use, you may not upload, post, reproduce, copy, alter, modify, create derivative works of or distribute, 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 of Use. The GM Intellectual Property made available on or through GM Asset Central 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/or administrators of GM Asset Central 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 GM Asset Central, (ii) your unauthorized use of any GM Intellectual Property, or (iii) any other breach by you of the Terms and Conditions of Use.
• (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 our Web 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.

GM Asset Central 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 GM Asset Central, 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 GM Asset Central 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 GM Asset Central at their sites. Unless approved in writing in advance by GM, you agree not to: (a) provide or create a link to GM Asset Central; or (b) create any frames at any other sites pertaining to any of the content located at GM Asset Central. Contact GM to seek approval for linking to GM Asset Central.

1.10 Privacy Policy.

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

1.11 Updates.

The content published on GM AssetCentral may include technical inaccuracies or typographical errors. Changes may be made periodically and at any time to the content. GM may also make improvements and/or changes in the services and/or the programs or policies of GM AssetCentral at any time without notice. Additionally, GM shall have the right to update, revise or supplement these Terms of Use 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 GM AssetCentral. By continuing to use GM AssetCentral, you agree to be bound by any such revisions and should therefore periodically visit GM AssetCentral to determine the then-current Terms of Use to which you are bound.

1.12 Applicable Law.

The laws of the State of Michigan will govern these Terms of Use 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 of Use 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 of Use are intended to be severable. If for any reason any provision of these Terms of Use 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 hereof in any jurisdiction.

GM AssetCentral Privacy Statement

GM Asset Central is a business-to-business website operated by General Motors ("GM" or "we"). GM's Asset Central Privacy Statement lets you know how we collect, use and share information when you use GM Asset Central or interact with GM through this website. This Privacy Statement applies only to information submitted through this website to GM.

Business Information Collection

In order to become a user on GM AssetCentral, you must first submit an application containing business contact information of you the user, including:

• Name (First, Last)
• BUSINESS/ COMPANY or Dealership
• User Type/ Business Role
• BUSINESS Phone, Business Email
• BUSINESS Address
• BAC/ Site Code, if Dealer
• GM Contact email, if applicable

collectively "Business Contact Information"

Use

We use the Business Contact Information you submit to provide the appropriate level of access to GM Asset Central and operate the website. Business Contact Information collected about you or your use of GM Asset Central may also be used to fulfill your request, to respond to your requests for information, to customize/ improve communication, to improve the website or website content and/or to comply with legal, regulatory or contractual requirements.

Sharing

We may share your Business Contact Information within GM, with our affiliates or our dealers for the uses set forth above. GM may also share your Business Contact Information with our suppliers for the exclusive purpose of providing services to/for us, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, to investigate fraud or to respond to a law enforcement request or as required by law, such as in conjunction with a subpoena, government inquiry, litigation, dispute resolution or similar legal process.

Apart from the purposes listed above, GM will not share Business Contact Information about you with other third parties for their independent use without your prior consent

Cookies and Other Tracking Devices

When you access GM Asset Central, GM Asset Central application captures, through cookies or other tracking devices, records and retains general data about the user's usage of GM Asset Central, including without limitation, date and time of user visits; navigation activity and site registration information GM uses such information to determine the demographics of users and to develop and distribute to third parties statistics and general information about GM Asset Central. Cookies must be enabled to be able to use this site. Please refer to your browser Help instructions to learn more about cookies and how to manage their use.

Information Security

GM maintains reasonable and adequate technical, administrative, and physical security and confidentiality measures designed to help protect your information from unauthorized access or acquisition. It should, however, be recognized that no company can perfectly protect personal information.

If you have concerns or questions regarding GM's business-to-business privacy practices, please contact us at:

Changes

GM retains the right to modify, update or amend this Privacy Statement at any time. We will post changes to this page in a timely manner. This statement is effective as of 10/23/2020.

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