Terms:

1. ELIGIBILITY:

Open only to legal residents of the United States, age 21 or older. Employees, officers or directors, or any immediate family members or household members of each such individual, of any of Proximo Spirits, Inc., The Boulder County Wildfire Fund, their respective parent companies, subsidiaries, divisions, and affiliates (as applicable), as well as third party agencies (including entities associated in any way with the administration of the Auction), and, as applicable, alcohol beverage licensees (including licensed suppliers, importers, wholesalers, distributors and retailers) CANNOT participate in the Auction.

2. SCHEDULE:

Bids will be accepted beginning on February 4, 2022 at 10:00 AM Mountain Standard Time ("MST") and concluding on February 7, 2022 at 11:59 PM MST ("Auction Period").

3. HOW TO BID:

Go to snowflakeauction.stranahans.com ("Auction Website"). Confirm that you are a legal U.S. resident and 21 years of age or older, as prompted, to access the description of the Stranahan's^® Colorado Whiskey offered by Proximo Spirits, Inc. for sale via auction ("Item Description" or "Whiskey"). IT IS THE SOLE RESPONSIBILITY OF THE USER TO CAREFULLY REVIEW AND FAMILIARIZE HIM/HERSELF WITH THE ITEM DESCRIPTION BEFORE PLACING A BID.

If you're interested in placing a bid on Whiskey:

• (a) Provide your date of birth, name, email address and phone number in the designated fields.
• (b) Check the boxes next to "I HAVE READ & AGREE TO THE AUCTION TERMS" and "I UNDERSTAND THAT A BID IS A LEGAL CONTRACT TO BUY WHISKEY WHICH MUST BE CLAIMED IN DENVER, CO." If both boxes are not checked, you will not be permitted to place a bid.
• (c) Enter the amount of your highest bid for Whiskey in the designated field. Bids must be made in increments of $20. Your bid must exceed the current highest bid by a minimum of $20. If it does not, you will receive an error message and you will be prevented from placing a bid.
• (d) You will then receive an onscreen confirmation message indicating that your bid was accepted and that you are currently the highest bidder.
• (e) If you are the highest bidder at the end of the Auction Period, you are the winning bidder and are obligated to purchase Whiskey; see Paragraph 5 below.
• YOU ARE STRONGLY ADVISED TO REVIEW THE AUCTION WEBSITE PERIODICALLY PRIOR TO THE END OF THE AUCTION PERIOD SO AS TO DETERMINE WHETHER (OR NOT) YOUR HIGHEST BID IS STILL THE CURRENT HIGHEST BID IN THE AUCTION.
• (f) You may bid as often as you like.

4. ABOUT BIDDING:

A bid is a legally binding contract: DO NOT BID UNLESS YOU ARE INTERESTED IN PURCHASING WHISKEY AND YOU HAVE THE ABILITY TO TAKE POSSESSION OF WHISKEY AT THE DESIGNATED LOCATION IN DENVER, COLORADO. IF YOU PLACE THE WINNING BID, THE WHISKEY WILL NOT BE SHIPPED TO YOU.

By placing a bid, you agree that the decisions of Proximo Spirits, Inc. and its agencies involved in conducting the Auction are final and binding in all respects and are not subject to appeal. Such decisions include but are not limited to the determination of the winning bidder and whether (or not) a person has properly placed a bid.

Use of automated methods or programs for bidding is prohibited.

Bidding will commence at the designated reserve price. If there are no bids at the reserve price prior to the end of the Auction Period, Proximo Spirits, Inc. will cancel the Auction without liability of any kind. Notice of cancellation will be posted on the Auction Website.

Other than the statements specifically included in the Item Description and other representations/warranties required by applicable law, Proximo Spirits, Inc. makes no representation, guarantee or warranty regarding Whiskey under any legal theory.

Once a bid has been placed, it cannot be retracted or cancelled absent extraordinary circumstances and only with the express written consent of Proximo Spirits, Inc. which may be granted or withheld in its sole discretion and without liability of any kind.

5. WINNING BID/ITEM SALE:

Limit of one (1) winning bid per person. If you are the winning bid for multiple Whiskeys, you will be required to purchase one (1) Whiskey and will given the option to choose which Whiskey you would like to purchase. The second winning bid for any Whiskey not selected by the Winning bidder will become the Winning bid for that Whiskey.

SALE OF WHISKEY IS FINAL. No refund, return or exchange is available once Whiskey has been purchased.

Winning bidder must sign and return an Affidavit attesting to the fact that he/she is of legal drinking age as well as his/her full compliance with these Auction Terms, accompanied by valid government-issued photo identification (e.g., driver's license or passport) within five (5) business days of notification that he/she had the winning bid in the Auction. Failure to timely return the signed Affidavit voids sale, with Proximo Spirits, Inc. having no liability to such prospective purchaser in any manner, including, without limitation, under any legal or equitable theory. In such case, the individual with the next highest bid as of the end of the Auction Period will become the winning bidder (subject to compliance with the preceding requirement).

Winning bidder will receive an email with payment instructions and a link to pay. Winning bidder must effect payment in full within seven (7) business days of notification that his/her Affidavit was accepted by Proximo Spirits, Inc. Payment must be made via authorized credit card or debit card transaction unless otherwise agreed to by Proximo Spirits, Inc. Winning bidder will be issued a receipt for his/her records. FAILURE TO PAY IN FULL BY SUCH TIME WILL RESULT IN A DEBT BEING OWED TO PROXIMO SPIRITS, INC. AND PROXIMO SPIRITS, INC. EXPRESSLY RESERVES THE RIGHT TO PURSUE ALL AVAILABLE LEGAL REMEDIES SO AS TO COLLECT SUCH DEBT, TO THE FULLEST EXTENT ALLOWED BY LAW.

Winning bidder him/herself (not a proxy acting on his/her behalf) must take possession of Whiskey within thirty (30) days of effecting payment. To do so, winning bidder must visit designated location during stipulated hours of operation, and present a copy of the receipt as well as valid government-issued photo identification. If a representative of Proximo Spirits, Inc., in his/her sole discretion, deems the provided receipt and/or identification to be acceptable and winning bidder signs the corresponding documentation accepting ownership of Whiskey, Whiskey will be released to winning bidder. If a representative of Proximo Spirits, Inc. determines that acceptable receipt and/or identification has not been presented, if winning bidder refuses to sign documentation accepting ownership of Whiskey or if winning bidder is unable to take possession of Whiskey within the allotted time period (as for the latter, absent extraordinary circumstances, including, but not limited to, due to the COVID-19/Coronavirus pandemic severely limiting or prohibiting interstate travel), Proximo Spirits, Inc. will retain Whiskey and will refund the winning bidder his/her payment for same.

Once the winning bidder takes possession of Whiskey, he/she will be solely responsible for its safekeeping. Without limitation, Whiskey will not be replaced by Proximo Spirits, Inc. nor will the winning bidder be eligible for any refund from Proximo Spirits, Inc., if Whiskey is lost, stolen or damaged.

Should Whiskey be damaged or destroyed between transmission of e-mail to winning bidder and winning bidder's actually taking possession of Whiskey, Proximo Spirits, Inc.'s liability will be limited to winning bidder's choice of refund of the winning bid or replacement of Whiskey with the same or similar whiskey product (subject to winning bidder's approval). No other recourse will be available to winning bidder.

All expenses and costs in conjunction with the winning bidder taking possession of Whiskey are his/her sole responsibility. The preceding includes but is not limited to costs of winning bidder's travel to and from Denver, Colorado.

All taxes that may be incurred in conjunction with the purchase of Whiskey as well as any insurance for Whiskey, are the winning bidder's sole responsibility.

6. DONATION BY PROXIMO SPIRITS:

Proximo Spirits, Inc. will donate the amount of the winning bid to The Boulder County Wildfire Fund.

Proximo Spirits, Inc. makes no representation of any kind as to whether (and, if so, to what extent) the winning bid is tax deductible by winning bidder as a charitable contribution to The Boulder County Wildfire Fund or subject to other favorable tax treatment of any kind. Winning bidder is encouraged to discuss the availability of a tax deduction/other favorable tax treatment with his/her accountant or other tax professional.

7. LIMITATIONS OF LIABILITY:

Proximo Spirits, Inc. expressly disclaims any and all liability in conjunction with:

• (a) Any programming, electronic, network, hardware/software or other error, failure or malfunction of any kind or act of fraud or unauthorized human intervention which interferes with or impedes the intended conduct of the Auction, including but not limited to (i) bids being accepted but not properly or timely recorded; (ii) e-mails from Proximo Spirits, Inc. regarding status of bid or otherwise not being timely received or received at all by bidder; or (iii) incomplete, inaccurate or erroneous information being displayed on Auction Website; or
• (b) Late, lost, illegible/garbled, inaccessible, incomplete, damaged, corrupted, jumbled, improperly recorded or unrecorded bids, regardless of cause, all of which are void.

The failure of Proximo Spirits, Inc. to enforce any provision of these Auction Terms in a given instance shall not constitute a waiver of such provision.

8. FORCE MAJEURE:

If, for any reason, the Auction (in whole or in part) is not capable of running as planned by reason of infection by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical failures, fire, flood, storm or other natural cataclysm, riot, strike, civil commotion, materials shortage, governmental regulation or interpretation of same by a duly constituted authority, pandemic/epidemic (including but not limited to COVID-19/Coronavirus) or any other causes beyond the control of Proximo Spirits, Inc. which, in its sole determination, corrupts or affects the administration, security, fairness, integrity or proper conduct of the Auction (or any part thereof), Proximo Spirits, Inc. reserves the right at its sole discretion to cancel, terminate, modify or suspend the Auction. In such case, if feasible as determined by Proximo Spirits, Inc. in its sole discretion, Proximo Spirits, Inc. will determine the winning bidder as of the time of such cancellation/suspension/modification or otherwise in a manner which is fair, equitable and in accordance with these Auction Terms, as determined by Proximo Spirits, Inc. in its sole discretion. Notice of such action by Proximo Spirits, Inc. will be posted by Proximo Spirits, Inc. on the Auction Website.

9. GENERAL CONDITIONS:

Any dispute as to the identity of a bidder will be resolved by Proximo Spirits, Inc. in its sole discretion.

In consideration for the opportunity to participate in the Auction (regardless of whether you actually place a bid), as good and valuable consideration, the receipt and sufficiency of which are acknowledged, you indemnify, release and agree to hold harmless Proximo Spirits, Inc., The Boulder County Wildfire Fund their respective parent companies, subsidiaries, divisions, and affiliates, as well as third party agencies (including persons associated in any way with the administration of the Auction), the employees, officers, directors, shareholders, independent contractors, representatives, successors and assigns of any of the foregoing from any and all liability in conjunction with the conduct of the Auction, including the bidding process and the determination of the winning bidder.

ANY ATTEMPT TO UNDERMINE THE LEGITIMATE OPERATION OF THE AUCTION, TO TAMPER WITH THE CONDUCT OF THE AUCTION OR TO DEFRAUD PROXIMO SPIRITS, INC. IN CONJUNCTION WITH SAME WILL RESULT IN VOIDING OF ALL AFFECTED BIDS AND PROXIMO SPIRITS, INC. RESERVES THE RIGHT TO PURSUE ALL AVAILABLE LEGAL REMEDIES AGAINST PERSONS SUSPECTED OF SUCH CONDUCT.

10. DISPUTES:

In consideration for the opportunity to participate in the Auction (regardless of whether you actually place a bid), as good and valuable consideration, the receipt and sufficiency of which are acknowledged, you agree:

• (a) that any action at law or in equity arising out of or relating to these Auction Terms or this Auction shall be filed exclusively in the federal or state courts in Denver, Colorado;
• (b) to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, waiving any right of change of venue, forum non conveniens or the like;
• (c) that any such action shall be resolved individually, NOT as part of a class action;
• (d) that any claims/judgments/awards shall be limited to actual out-of-pocket costs incurred in participating in the Auction, with all other forms of damages, remedies and relief being expressly waived, and under no circumstances will you be awarded attorneys' fees; and
• (e) that these Auction Terms and this Auction shall be governed by the laws of the State of Colorado as to contracts being made and performed therein without regard to the choice of law/conflict of law principles.

Stranahan's^® Colorado Whiskey. 47% Alc./Vol. (94 proof). ©2022 Stranahan’s Colorado Whiskey, Denver, CO. Please drink Stranahan's^® Colorado Whiskey responsibly.