Terms & Conditions – Code AutoMobility LA Co-Sponsored by Visa and GM November 25th, 26th and 27th 2018

These Code AutoMobility LA Co-Sponsored by Visa and GM Terms & Conditions (“ Terms and Conditions”) constitute a legally binding contract between you and/or your company/team (“ You ” or “ Your”), Visa U.S.A., Inc. (“ Visa ”) and General Motors Holdings LLC and its affiliates (“ GM ”) and apply to Your access to the Code AutoMobility LA Website at codeautomobilityla.bemyapp.com (the “ Code AutoMobility LA Website ”), including use of any Visa and GM APIs or other materials, documentation, data, content or code accessed through the Code AutoMobility LA Website or otherwise provided by or on behalf of Visa and GM in connection with Code AutoMobility LA or the Code AutoMobility LA Website (collectively “ Contest Materials ”), and/or Your participation in the challenge presented by Visa and GM (“ Visa and GM Challenge ”) as part of the Code AutoMobility LA to be held at LA Auto Show, Los Angeles Convention Center (“ Code AutoMobility LA”)

Visa may make certain Contest Materials available to you through a separate website known as the Visa Developer Portal. The Visa Developer Center Terms of Use (“ TOU ”) available at https://developer.visa.com/terms , includes the Visa Developer Center Privacy Policy (“ Privacy Policy ”) (available at https://www.developer.visa.com/privacy). To the extent you obtain any Contest Materials from the Visa Developer Portal, you will be bound by the TOU and the Privacy Policy, which are hereby incorporated by reference in their entirety, as they exist now or hereafter are amended as if set forth herein. To the extent of any conflict among these Terms and Conditions and the TOU or the Privacy Policy, then these Terms and Conditions, the TOU, and the Privacy Policy, in that order of precedence, shall govern with respect to Your participation in Code AutoMobility LA. Any capitalized terms not defined herein shall have the meanings set forth in the TOU or the Privacy Policy. You acknowledge that you have had an opportunity to access and review the TOU and Privacy Policy prior to agreeing to these Terms and Conditions. Your registration and participation in Code AutoMobility LA constitutes your acceptance of these terms.

GM may make certain Contest Materials available to you through a separate website known as the GM Developer Portal. The GM Developer Agreement (“GM Developer Agreement”) is available at https://developer.gm.com/developer-agreement.pdf. To the extent you obtain any Contest Materials from the GM Developer Portal, you will be bound by the GM Developer Agreement, which is hereby incorporated by reference in its entirety, as it exists now or hereafter are amended as if set forth herein. To the extent of any conflict among these Terms and Conditions and the GM Developer Agreement, then these Terms and Conditions shall govern with respect to Your participation in Code AutoMobility LA. Any capitalized terms not defined herein shall have the meanings set forth in the GM Developer Agreement. You acknowledge that you have had an opportunity to access and review the GM Developer Agreement prior to agreeing to these Terms and Conditions. Your registration and participation in Code AutoMobility LA constitutes your acceptance of these terms.

By accessing the Code AutoMobility LA Website or using any Contest Materials from either VISA or GM Materials (together, the “ VISA and GM Materials ”) and/or submitting a solution for consideration in the Visa and GM Challenge, You acknowledge and agree (a) to abide by these Terms and Conditions, and any other guidelines or instructions provided to You by VISA and GM and/or its representatives in connection with the VISA and GM Challenge; (b) to comply with all applicable laws; and (c) to be bound by the decisions of Visa and GM and its representatives in connection with the VISA and GM Challenge, which decisions are final and binding.

To the extent that there is any discrepancy or inconsistency between these Terms and Conditions and any disclosures or other statements contained in any Visa and GM Materials, these Terms and Conditions shall govern.

The Visa and GM Challenge

The Visa and GM Challenge is to develop a solution that will help drivers get to their destinations quicker, safer and smarter by using at least a Visa API together with a GM API, accessible through the Code AutoMobility LA Website, with other technology and other open APIs.

Eligibility

You may only participate in the Visa and GM Challenge if you meet the registration and eligibility requirements therein and You are at least 18 years old (or at least the age of majority in Your jurisdiction of residence, whichever is older). Employees, contractors, consultants, and temporary staff of Visa and GM and their affiliates will not be eligible to submit a solution to the Visa and GM Challenge. Additionally, employees of Ford, Fiat Chrysler, Honda, Toyota, Subaru, Land Rover - Jaguar, Mercedes Benz, BMW, Volkswagen, Tesla, Volvo and Audi will not be eligible to submit a solution to the Visa and GM Challenge.

If you are participating in a team, all participants must be eligible and teams may be no larger than five (5) people.

Registration, Submission & Demonstrations

All participants must begin and complete coding only when and as directed at Code AutoMobility LA. Coding will start on Sunday, November 25th at 9:30 AM Los Angeles time and will end on Monday, November 26th at 1:30 PM Los Angeles time. To be considered in the competition, You must submit Your Solution following the instructions given on-site before 2 PM Los Angeles time on Tuesday, November 27th. At the conclusion of Code AutoMobility LA, each team will have 3 minutes to demonstrate the solution You have developed for the panel of judges, followed by 2 minutes of Q&A. Demonstration time limits may be shortened or lengthened in Visa and GM’s sole discretion depending on the number of teams. You may choose how to present Your solution, but You are encouraged to explain and demonstrate how Your solution meets the judging criteria (as defined below), and You acknowledge that the panel of judges may ask You questions regarding Your solution. The order of demonstrations will be decided by the judges in their discretion.

Each team may only submit one entry and an individual may only participate on one team. It is solely Your responsibility to ensure that You have properly registered and submitted Your Solution. Visa and GM are not responsible for any lost, delayed, misdirected, incomprehensible, incomplete, damaged, garbled or undeliverable registrations or solutions, or any delay or failure to transmit, process, receive or consider registrations or solutions.

Right to Suspend, Modify, or Cancel

Visa and GM reserve the right to suspend, modify, or cancel Code AutoMobility LA at any time as they may determine in their sole discretion and do not accept any responsibility for any damage, loss or expense arising thereof.

Solution Guidelines

Solutions developed and submitted in connection with the Visa and GM Challenge should not:

   • Contain, depict, or refer (explicitly or otherwise) to any inappropriate, objectionable, or unsuitable language, activity or other content.

   • Contain, depict or refer to any content that disparages or refers negatively to Visa and GM, the Visa and GM Challenge, or any other person or      entity.

   • Contain any content that violates any law or any third party’s Intellectual Property Rights (as defined below), privacy, personality or other              rights.

   • Collect any device or user tracking information like GPS location, device ID, etc. without explicit user approval, or store any non-public                    personal information on the device.

Judging Criteria

Visa and GM will award prizes (“Visa and GM Prize”) to Visa and GM Challenge teams that, in Visa and GM’s sole determination, best meet the following criteria:

   • 0 - 25 POINTS: Market Potential - Is the solution possible, or just nice in theory?

   • 0 - 25 POINTS: Innovation - Is the project new and disruptive?

   • 0 - 25 POINTS: Challenge Fit - How relevant is the project to the stated challenge?

   • 0 - 25 POINTS: Technical Execution - How has the team effectively utilized the available technologies? How easy is the application to use? 

     How advanced is the prototype presented?

   • 0 - 10 POINTS: Presentation - How well did you present your idea?

Decisions of Visa and GM, their representatives, or individuals selected by Visa and GM with respect to all aspects of the Visa and GM Challenge will be final and binding.

Visa and GM Prizes Description

The Visa and GM Prizes will consist of the following for the winning teams:

   • First Place Prize: $40,000 Visa Gift Card

   • Second Place Prize: $30,000 Visa Gift Card

   • Third Place Prize: $15,000 Visa Gift Card

Visa and GM Prize Terms

If Your team is selected for any Visa and GM Prize, You must have complied with, and remain in compliance with, these Terms and Conditions, and You may be required to sign and provide to Visa and GM appropriate verification of eligibility as well as liability/publicity releases, assignments, or other forms as necessary in Visa and GM’s sole discretion. If any Visa and GM Prize is unclaimed by the winning team within a reasonable time after notification from Visa and GM, or their administrators, or if any member of the winning team has not complied with these Terms and Conditions (as determined by Visa and GM in its sole discretion), that Visa and GM Prize will be forfeited, and an alternate winner may be selected from the remaining eligible Visa and GM Challenge participants at Visa and GM’s sole discretion. Further, if Your team is selected as a winner and You do not comply in a timely manner with Visa and GM requirements with respect to the Visa and GM Prize, Your rights to that Visa and GM Prize shall be forfeited. You are responsible for any taxes payable in connection with a Visa and GM Prize. Visa and GM are not responsible for any disputes among team members concerning a Visa and GM Prize. Any Visa and GM Prize (or any element of the Visa and GM Prize) may not be transferred or substituted by its recipient(s). All winners will be subject to an identity check for verification, prior to the release of any cash prizes.

Visa and GM Materials

Your use of any Visa and GM Materials made available to You by or on behalf of Visa and GM in connection with the Visa and GM Challenge will be governed by these Terms and Conditions.

Subject to and conditioned upon Your compliance with these Terms and Conditions, Visa and GM hereby grants to You a personal, limited, revocable, non-exclusive, non-transferable, non-sub licensable, royalty-free license in the United States solely during Code AutoMobility LA and solely in connection with and for the purposes of the Visa and GM Challenge to develop and demonstrate the Visa and GM Challenge solution (“Your Solution”) that incorporates or uses the Visa and GM Materials in connection with the foregoing activities. You agree to maintain all Visa and GM Materials as secret and confidential and will not disclose or divulge any Visa and GM Materials publicly or to any third party. Promptly at the end of Code AutoMobility LA, you will erase or return the Visa and GM Materials provided to you and all copies thereof.

You understand and agree that Visa and GM may restrict the number of calls Your Solution makes through the Visa and GM APIs, based on various factors including, but not limited to, concerns regarding stability or security of the Visa and GM APIs or other Visa and GM systems. Visa and GM may, in their sole discretion, change the method of access to the Visa and GM APIs at any time and may throttle, suspend, or permanently terminate responses to Your Solution’s calls to their respective APIs.

You represent and warrant and agree that: (a) You will use the Visa and GM Materials only for purposes permitted by and in accordance with these Terms and Conditions and applicable law and regulation and not for any commercial use, and any future commercial use of the Visa and GM Materials shall be subject to separate terms and conditions; and (b) You are solely responsible for (and neither Visa and GM nor its affiliates have any responsibility to You or to any third party for): (1) any data, content, or resources that You obtain, transmit or display through Your Solution or the Visa and GM; and (2) any breach of Your obligations under these Terms and Conditions, any applicable third party license, or any applicable law or regulation, and for the consequences of such breach. You further represent that Your Solution does not infringe on the Intellectual Property Rights of Visa and GM or any third party. Any use of the Visa and GM Materials shall include attribution to Visa and GM as the source thereof and additionally shall contain all copyright and other proprietary notice or legends found on the original. You acknowledge and agree that Your authorized use of Visa and GM Materials does not excuse You from, and Visa will not be responsible for, Your compliance with applicable laws that may require You to be licensed as a money transmitter or chartered as a bank in the jurisdiction in which You are, may be, or will be offering services.

Intellectual Property Rights

“Intellectual Property Rights” means ideas, inventions, discoveries, improvements, modifications, enhancements, trade secrets, designs, business models, software, derivatives, know-how, processes, methodologies, technical information, data, test results, information, concepts, and works of authorship, whether patentable or not and whether reduced to practice or not, and all related intellectual property, including, but not limited to, patents and patent applications (including but not limited to all reissues, continuations, continuations-in-part, revisions, extensions, divisionals, designs and reexaminations thereof), copyrights, mask works, trademarks, trade secrets, and other forms of intellectual property protection related thereto, including all applications, certifications and registrations therefor. You agree that each of Visa and its affiliates, and GM and its affiliates, exclusively own and shall retain all worldwide right, title and interest in and to each of their respective interests in the Visa and GM Materials, and Visa and GM’s trademarks, service marks, logos, trade dress, trade names or service names (“ Visa and GM Marks”) (collectively, “Visa and GM IP”), including without limitation all Intellectual Property Rights therein. No title to or ownership of any Visa and GM IP, is granted (express or implied) or otherwise transferred to You or any other entity or person under this Agreement. Any rights not expressly granted herein are withheld. You agree to cooperate with Visa and GM to maintain Visa and GM’s ownership of the Visa and GM IP, and You agree to promptly provide notice of any claims relating to the foregoing.

You will retain ownership of Your Solution except to the extent of any Visa and GM technologies or Intellectual Property Rights embodied or incorporated therein in accordance with these Terms and Conditions and subject to Visa and GM’s ownership of any Visa and GM IP. You represent and warrant that You are (or Your team is) the sole creator of Your Solution and that You have obtained permission from all persons or Intellectual Property Right owners whose technology, materials, likeness, or work is contained therein for submission of Your Solution as described in these Terms and Conditions. You grant to Visa, GM and their designees a royalty-free, fully paid, transferable, sublicensable, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, perform, display, modify, create derivative works from and otherwise use or exploit Your Solution and any related Intellectual Property Rights, together with Your name, image, and likeness and company name, for any purpose, including, without limitation, advertising and promotional purposes, in any media, now or hereafter known, without any credit, notice, approval or compensation to you. Without limitation thereof, you agree that Visa, GM and their designees are free to use any ideas, concepts, know-how or techniques contained in Your Solution for any purpose whatsoever, including, without limitation, developing and marketing products, services and content. Furthermore, Your Solution, even if marked as confidential, shall not create any confidentiality obligations on the part of Visa and GM unless otherwise agreed in a separate, signed agreement.

To the extent Your Solution contains any modifications, changes, enhancements, adaptations,

alterations, corrections, error-fixes, updates, upgrades, improvements, and other additions to (a)

Contest Materials accessed through the Visa Developer Portal, or otherwise provided by Visa directly or through the Code AutoMobility LA Website, or (b) other Visa products or services (together, “Modifications”), then such Modifications shall constitute Input pursuant to the TOU. Nothing in these Terms and Conditions grants You any rights to use any Visa and GM Marks. You waive any and all claims that You may have against Visa, GM, or anyone participating in the Visa and GM Challenge. You also acknowledge that both Visa and GM have access to many ideas, concepts, and technologies, many of which may be similar or identical to Your Solution, and You will not have any claim against Visa or GM or be entitled to any compensation as a result of Visa or GM’s use of similar or identical material. You agree that Visa and GM is not responsible for any unauthorized use of Your Solution (in whole or in part) by third parties.

Filming; Publicity and Promotional Activity

You acknowledge and understand by attending Code AutoMobility LA or any Code AutoMobility LA-related event in person as a participant, You may be photographed, videotaped and otherwise recorded by Visa and GM or its designees (collectively, “Footage” ) and may be required to sign an affidavit and/or release for such Footage. You agree that all Footage, including all copyright and other rights therein and thereto, will be owned by Visa and GM. You authorize Visa and GM and its affiliates and designees to use, copy, edit, publish, and exploit such Footage and all elements embodied therein (including Your name, likeness, submission materials, and recordings of Your activity), in whole or in part, in any and all media now known or hereafter devised throughout the world, in perpetuity, for advertising, promotional, trade and other purposes, without further notification, permission, or compensation. Visa and GM has no obligation to make use of any Footage. You also consent to Visa and GM’s and its affiliates’ and designees’ use of Your name and/or Your company’s/team’s name, as well as Your voice, likeness, biographical information, and mention of the nature of Your participation in the Visa and GM Challenge, for advertising, promotional, trade, public announcements, and other oral communications at conferences, media events, or other marketing opportunities on Visa and GM’s website or through other electronic communications such as emails to Visa and GM customers, newsletters, or in materials that Visa and GM otherwise makes publicly available, and through any other channel to promote the use of Visa and GM Materials and Your Solutions, and other purposes, all without further notification, permission, or compensation. You acknowledge and agree that Visa and GM is under no obligation to publicize Your usage of the Visa and GM Materials. You grant to Visa and GM a revocable, non-exclusive, non-transferable license to Your trademarks, service marks, logos, trade dress, trade names and service names, to publicize Your usage of the Visa and GM Materials and Your Solution.

Disclaimers and Indemnification

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL VISA AND GM OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS OR ANY OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF VISA AND GM, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OR VENDORS (COLLECTIVELY “ VISA AND GM PARTIES ”) HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM, WITHOUT LIMITATION: (A) YOUR PARTICIPATION IN THE VISA AND GM CHALLENGE; (B) YOUR USE OF ANY VISA AND GM MATERIALS; (C) YOUR RECEIPT, USE OR REDEMPTION OF THE VISA AND GM PRIZE; (D) YOUR INABILITY TO RECEIVE, USE OR REDEEM THE VISA AND GM PRIZE; OR (F) LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER ANY VISA AND GM PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE VISA AND GM MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE VISA AND GM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED WITH RESPECT TO CODE AUTOMOBILITY LA, VISA AND GM CHALLENGE, VISA AND GM PRIZE, AND VISA AND GM MATERIALS. IN NO EVENT WILL THE VISA AND GM PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH CODE AUTOMOBILITY LA, VISA AND GM CHALLENGE, THE VISA AND GM PRIZE, THE VISA AND GM MATERIALS, OR THESE TERMS AND CONDITIONS. YOU HEREBY RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS THE VISA AND GM PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTION, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), OR LOSSES OF ANY KIND, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH) ARISING FROM OR RELATED TO: (A) YOUR FAILURE TO COMPLY WITH ANY OF THESE TERMS AND CONDITIONS, OR THE PARTICIPATION AGREEMENT; (B) ANY MISREPRESENTATION YOU MAKE UNDER THESE TERMS AND CONDITIONS, OR OTHERWISE TO VISA AND GM; (C) YOUR PARTICIPATION IN THE VISA AND GM CHALLENGE OR CODE AUTOMOBILITY LA; (D) YOUR RECEIPT, USE OR REDEMPTION OF THE VISA AND GM PRIZE, OR YOUR INABILITY TO RECEIVE, USE OR REDEEM THE VISA AND GM PRIZE; (E) YOUR USE OF THE PRODUCTS, SERVICES, DOCUMENTATION, DATA OR MATERIALS PROVIDED UNDER THESE TERMS AND CONDITIONS, OR YOUR SOLUTIONS OR THE USE OR DISTRIBUTION THEREOF; (F) ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHT RELATING TO THESE TERMS AND CONDITIONS OR THE TOU; OR (G) ANY BREACH OR ALLEGED BREACH BY YOU OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THESE TERMS AND CONDITIONS.

Limitation of Liability

IN NO EVENT WILL THE VISA AND GM’S LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH CODE AUTOMOBILITY LA, VISA AND GM CHALLENGE, VISA AND GM PRIZE, VISA AND GM MATERIALS, THESE TERMS AND CONDITIONS, UNDER ANY THEORY, EXCEED ONE HUNDRED DOLLARS ($100).

General Conditions

Elements and details of the Visa and GM Challenge, including any prizes to be awarded and the Visa and GM Challenge itself, are subject to modification, suspension, and/or cancellation without notice at Visa and GM discretion. Any activity inconsistent with these Terms and Conditions, or the positive images that Visa and GM seeks to promote, or any attempt to improperly influence the outcome of the Visa and GM Challenge, will constitute grounds for disqualification from the Visa and GM Challenge, in Visa and GM’s sole discretion.

Except where expressly prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of participants and Visa and GM in connection with the Visa and GM Challenge, shall be governed by, and construed in accordance with applicable U.S. federal law and the laws of the State of California, without regard to any jurisdiction’s conflict of law principles.

All disputes, claims and causes of action arising out of or connected with the Visa and GM Challenge, Your or Your team’s participation in the Visa and GM Challenge, the Visa and GM Prize, or these Terms and Conditions will be resolved individually, without resort to any form of class action. The exclusive jurisdiction and venue for resolution of such disputes shall be the U.S. federal and California state courts and You hereby waive and agree not to pursue any actions in any other jurisdiction or venue: provided; that such exclusivity shall not apply to administrative proceedings. You also agree to waive any right to claim ambiguity in these Terms and Conditions, except to the extent expressly prohibited by applicable law.

Failure by Visa and GM to enforce any term of these Terms and Conditions will not constitute a waiver of that provision or any other provision.

You acknowledge that nothing in these Terms and Conditions will constitute an employment, joint venture, or partnership relationship between You and Visa and GM. In no way are You to be construed as the agent or to be acting as the agent of Visa or GM in any respect, and vice versa.

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