By placing a bid in this silent auction, each bidder acknowledges that they have read, understood, and agreed to the following terms and conditions: 1. Auction Item: The auction item is the original model of “Life” by Timothy P. Schmalz, created in 2019. The sculpture is made of metal-plated stone resin, is bronze-white in colour, measures approximately 17” high with a 17” × 14” base, and weighs approximately 17 lbs. 2. Fair Market Value: The fair market value of the sculpture has been set at CAD $9,000. 3. Auction Timing: Private early access to the silent auction opens for guests of the Exclusive Pre-Launch Party at 7:30 PM EDT on Friday, May 1, 2026. Public bidding opens at 6:30 PM EDT on Saturday, May 2, 2026. The auction closes at 11:59 PM EDT on Sunday, May 3, 2026. 4. Nature of the Auction: The digital silent auction for “Life” is a sale by silent auction and is not a raffle, draw, lottery, or game of chance. The winning bidder for “Life” will be the eligible bidder who has placed the highest valid bid at the close of the auction. 5. Bidder Eligibility: Bidders must be at least 18 years of age and legally able to enter into a binding purchase agreement. 6. Currency: All bids and payments are in Canadian dollars (CAD). 7. Starting Bid and Bid Increments: The starting bid for the sculpture is CAD $4,500. Minimum bid increments are CAD $250. 8. Binding Bids: All bids are binding. By placing a bid, the bidder agrees to purchase the sculpture for the amount bid if selected as the winning bidder. 9. Final Sale: All bids and all sales are final. No refunds, returns, exchanges, or cancellations will be accepted, except where required by law. 10. Right to Refuse or Cancel Bids: Theopolis Project reserves the right, in its sole discretion, to reject, cancel, or disqualify any bid that appears to be fraudulent, erroneous, incomplete, non-compliant with these terms, or otherwise made in bad faith. 11. Technical or Platform Issues: Theopolis Project is not responsible for technical errors, platform outages, payment processing issues, internet connectivity problems, delayed bid submissions, or other circumstances that may affect a bidder’s ability to place or complete a bid. Theopolis Project reserves the right, in its sole discretion, to resolve any bidding irregularities or technical issues in the manner it considers fair and reasonable. 12. Final Authority: Theopolis Project reserves the right to interpret and apply these terms and conditions, determine the validity of any bid, confirm the winning bidder, and resolve any dispute relating to the auction. All such determinations by Theopolis Project are final, subject to applicable law. 13. Winning Bidder: The winning bidder will be the eligible bidder who has placed the highest valid bid at the close of the auction, subject to confirmation by Theopolis Project. 14. Payment Deadline: The winning bidder is required to pay the full amount of the winning bid using the payment methods made available through the auction platform. Payment must be completed by 11:59 PM EDT on Tuesday, May 5, 2026, unless otherwise agreed in writing by Theopolis Project. 15. Failure to Complete Payment: If the winning bidder does not complete payment by the required deadline, Theopolis Project may, in its sole discretion, cancel the winning bid and offer the sculpture to the next highest eligible bidder. 16. Taxes and Fees: Any applicable taxes, platform fees, transaction fees, shipping costs, insurance costs, customs, duties, or related charges are the responsibility of the winning bidder unless expressly stated otherwise. 17. No Charitable Tax Receipt: No charitable tax receipt will be issued. Theopolis Project is a non-profit organization and is not registered to issue official donation receipts for income tax purposes. 18. Condition of the Sculpture: The sculpture is sold as is, where is, in its present condition, to the maximum extent permitted by law. Theopolis Project makes no representations, guarantees, or warranties regarding condition, value, future value, suitability, or fitness for any particular purpose. 19. Opportunity to Inspect: Bidders are encouraged to view the sculpture in person during the exhibition or contact Theopolis Project with questions before placing a bid. By bidding, each bidder acknowledges that they are satisfied with the available information and condition of the sculpture. 20. Insurance and Liability: The sculpture is not insured by Theopolis Project during or after the exhibition. The winning bidder acknowledges that the sculpture will remain on public display through May 17, 2026, and agrees that, to the maximum extent permitted by law, Theopolis Project is not responsible for loss, damage, deterioration, theft, or other changes in condition occurring during or after the exhibition period. 21. Transfer of Ownership: Ownership of the sculpture will transfer to the winning bidder only after full payment has been received and any required sales receipt, bill of sale, or purchase acknowledgment has been completed. 22. Release of the Sculpture: The sculpture will remain on display as part of The Drama of the Soul exhibition from May 1 through May 17, 2026, and will be released to the winning bidder only after the close of the exhibition. 23. Sales Receipt / Purchase Acknowledgment: The winning bidder may be required to provide contact information and sign a sales receipt, bill of sale, or purchase acknowledgment before the sculpture is released. 24. Pick-Up: The winning bidder may arrange pick-up in Toronto beginning after the exhibition closes on May 17, 2026. The pick-up address and available pick-up times will be shared directly with the winning bidder after completion of the auction. 25. Shipping: Shipping may be arranged, but all shipping, packing, handling, insurance, customs, duties, taxes, and related delivery costs are the sole responsibility of the winning bidder. Theopolis Project is not responsible for loss or damage once the sculpture has been released for pick-up or transferred to a carrier, courier, shipper, or other third party. 26. Failure to Collect: If the winning bidder does not arrange pick-up or shipping within a reasonable timeframe after the exhibition closes, Theopolis Project may set a final collection deadline. Additional storage, handling, or administrative arrangements may be at the winning bidder’s expense. 27. Governing Law: These terms and conditions are governed by the laws of the Province of Ontario and the applicable laws of Canada. 28. Questions: For any questions or assistance, please contact founder@theopolis.ca.