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Instagram Contest Official Rules

This Contest is open only to individuals who are at least twenty one (21) years of age and who have an Instagram account in good standing through the time of prize award.

NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE IN THIS CONTEST. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW. THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH, INSTAGRAM. THE WINNER WILL BE REQUIRED TO RESPOND TO WINNER NOTIFICATION AND OTHER COMMUNICATIONS FROM PENROD MANAGEMENT GROUP, INC. (“SPONSOR”) WITHIN THREE (3) DAYS ACCORDING TO THE NOTICE(S) FROM SPONSOR OR ANY PRIZE WON MAY BE FORFEITED (IN SPONSOR’S SOLE DISCRETION). A VALID INSTAGRAM PLATFORM (DEFINED BELOW) ACCOUNT AND INTERNET ACCESS ARE REQUIRED FOR ENTRY. BY ENTERING THIS CONTEST, YOU AGREE TO THESE OFFICIAL RULES, WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE ENTERING. WITHOUT LIMITATION, THIS CONTRACT INCLUDES INDEMNITIES TO THE SPONSOR (DEFINED BELOW) FROM YOU AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

To the extent permitted by Applicable Law, each Entrant releases Release from Liability Instagram its employees and agents from, and agrees to be responsible for, any and all costs, damages, and expenses, including attorney’s fees, arising from any claims, damages, and liabilities arising from, related to, or connected with this Contest.

I. TO ENTER:

The Nikki Beach Celebrate Life Contest (“Contest”) begins at 1:00:00 p.m. United States Eastern Time (“EST”) on August 19, 2019 and ends at 11:59:59 p.m. EST on August 25, 2019 (“Contest Period”).

To enter, eligible individuals (see “Eligibility” section of these Official Rules for eligibility requirements) must:

1. Post a photo of your best #CelebrationOfLife moment at Nikki Beach.

2. Caption it with why this day was so special to you.

3. Use the hashtag #NikkiBeachMemories.

4. Winner will be chosen based off of who conveys the most exciting Celebration of Life spirit

5. Submissions must be entered by midnight EST on August 25th.

6. We’ll announce the winner on the @nikkibeachglobal story and on each locations Instagram account story on August 26th.

After creating his/her Picture, each eligible individual can enter the Contest during the Contest Period by logging into his/her account on the Instagram Platform and uploading his/her Picture.

Your Instagram Platform profile settings must not be set on private for your Entry Post to be eligible for the Contest. It is each entrant’s responsibility to timely set his/her account settings so that Sponsor is able to view his/her Entry Post. Sponsor is not responsible for misspellings, typographical errors, or other issues that may affect an Entry Post from being located using a search to find eligible entries. Your Entry Post will not be deemed an entry in the Contest until Sponsor verifies that it meets all the Submission Requirements detailed below and otherwise complies with these Official Rules and the Instagram Platform’s Terms of Use. Sponsor, at its sole discretion, may accept or disqualify an Entry Post that is accompanied by a technically incorrect required unique term or content in addition to the required content. Your Entry Post must remain active on your Instagram Platform account through winner (defined below) selection and prize award for the Contest to be eligible. Your Entry Post will appear on your Instagram Platform account feed, may be included by Instagram within select Sponsor media and may be visible to other users or the public. There is no limit on the number of entries per person except that each Picture submitted must be unique and no Picture may be submitted more than once over the course of the entire Contest Period, as determined in Sponsor’s sole discretion. Incorrect and/or incomplete attempts at entry or those identified or received outside the Contest Period, and/or Entry Posts that contain obscene, offensive, or objectionable language or that communicate messages inconsistent with the positive images to which Sponsor wishes to associate (all as determined by Sponsor in its sole discretion) will be void and not eligible for entry.

Only Entry Posts that are posted, identified and recorded on the Instagram Platform’s servers during the Contest Period will be considered. Other proof of submitting an entry (such as a printed or copied screen showing a purported Entry Post on your account on the Instagram Platform) does not constitute actual receipt of the entry for purposes of this Contest. Each entrant must be the rightful owner of the Instagram Platform account utilized for entry. Entries or participation will not be acknowledged or returned. Entries or participation that is forged, altered, incomplete, lost, late, misdirected, mutilated, illegitimate, garbled, or generated by a macro, bot, or other automated means will not be accepted and will be void. Entries or participation made by any other individual or any entity or group, or originating at any web site other than as set forth specifically above, including, without limitation, through commercial promotion subscription notification or entering services, will be declared invalid and disqualified for this Contest. As a condition of entering the Contest, without limiting any other provision in these Official Rules, each entrant gives consent for Sponsor and its agents to contact entrant at the email address associated with his/her Instagram Platform account, and to obtain and deliver his or her name, address, email address and other information and content to third parties for the purpose of administering this Contest and complying with applicable laws, regulations, and rules. Sponsor may keep all entrant information for up to five (5) years after completion of the Contest for business management and record keeping purposes. ENTRIES WILL NOT BE ACKNOWLEDGED OR RETURNED. KEEP A COPY OR THE ORIGINAL OF EACH ELEMENT OF YOUR ENTRANT CONTENT (DEFINED BELOW). ANY ENTRY POST THAT DOES NOT CONFORM TO THE REQUIREMENTS IN THESE OFFICIAL RULES WILL BE DEEMED INELIGIBLE IN SPONSOR’S SOLE DISCRETION.

II. ELIGIBILITY:

This Contest is open only to individuals who are at least twenty one (21) years of age as of the date of entry and who have an Instagram account in good standing as of the date of entry and through the time of prize award.

It is the obligation of all entrants to ensure that participating in this Contest and, as applicable, receipt of any prize, complies with all laws, rules and regulations of the jurisdiction of which such entrant is a legal resident/national. Employees, officers, directors, members, managers, agents, and representatives of such individuals of Nikki Beach (“Sponsor”) are not eligible. Participation in this Contest constitutes each entrant’s full and unconditional agreement to and acceptance of these Official Rules and the decisions of Sponsor. Void where prohibited by law. If an entrant is an eligible minor in his or her jurisdiction of residence, his or her parent or legal guardian agrees to these Official Rules along with and on behalf of his or her minor child.

All rights and responsibilities of a minor under the Official Rules are conferred and assumed respectively by the minor’s parent or legal guardian in representation of the minor.

III. SUBMISSION REQUIREMENTS:

Your Entry Post, and any accompanying content or information (collectively, “Entrant Content”) must meet all of the following requirements in Sponsor’s sole discretion or the associated entry will be disqualified:

• If Entrant Content depicts or includes any third party, entrant must have all permissions and rights from the individual depicted (and his/her parent or legal guardian, if a minor) and agrees to provide Sponsor with written confirmation of those permissions and rights upon request.
• Entrant Content must not infringe, misappropriate, or violate any rights of any third party including, without limitation, copyright, including moral rights, trademark, trade secret, or right of privacy or publicity.
• All aspects of the Entrant Content must be originally created by and solely owned by you or in the public domain. All third party content and content unoriginal to you (unless it is in the public domain) is prohibited.
• Entrant Content must not create or imply any association between Sponsor and any individual, entity, or anyone else or his, her, or its products or services.
• Entrant Content must not include information or content that is false, fraudulent, deceptive, misleading, defamatory, threatening, trade libelous, slanderous, libelous, disparaging, unlawfully harassing, profane, obscene, pornographic, hateful, indecent, inappropriate or injurious to any individual, to Sponsor, or any third party.
• Entrant Content must not contain or describe any harmful or illegal activity or content or in any way violate any federal/national, state, provincial, territorial or local laws, rules or regulations.
• Entrant Content must be suitable for presentation in a public forum.
• Entrant Content must not suggest, depict, or describe any inappropriate, unlawful, or dangerous behavior or use of Sponsor’s or any other products or services.
• Entrant agrees that that he/she has all necessary rights and permissions to submit his/her Entrant Content in the Contest.
• Entrant agrees to indemnify the Released Parties (defined below) against any and all claims from any third party for any use or reuse by any Sponsor of the Entrant Content.
• Sponsor reserves the right in its sole discretion to disqualify from the Contest and/or remove from displaying or publishing any Entry Post or Entrant Content that, in its sole discretion, refers, depicts, or in any way reflects negatively upon Sponsor, the Contest, or any other person or entity or does not comply with these requirements or these Official Rules.

IV. WINNER SELECTION/NOTIFICATION

Eligible Entrant Content will be judged by a panel of judges chosen in Sponsor’s sole discretion (“Judges”). If any prize, prize notification or Contest-related communication is rejected, faulty, or returned as undeliverable, if a potential winner does not respond according to the notification’s or Sponsor’s instructions, if a winner cannot participate in any portion of the prize, if a winner or potential winner fails to comply with these Official Rules, or if a potential winner cannot be reached after a reasonable attempt has been made by Sponsor (as determined by Sponsor in its sole discretion) or does not respond according to the notification’s or Sponsor’s instructions, that winner or potential winner may be disqualified and an alternate winner may be selected in accordance with the selection procedures described above. As a condition of entering the Contest, each winner agrees (if requested by Sponsor) to complete, sign, have notarized (if applicable) and return an affidavit of eligibility/declaration and liability/publicity release (unless prohibited by law) without alteration, within the time frame specified and if required by Sponsor in its sole discretion or prize may be forfeited. In the event of noncompliance with these requirements, the prize may be forfeited in Sponsor’s sole discretion. The affidavit of eligibility/declaration and liability/publicity release (unless prohibited by law) are subject to verification by Sponsor. Sponsor reserves the right to modify the notification procedures in connection with the selection of any alternate potential winner, if any.

Upon prize forfeiture, no compensation will be given and Sponsor will have no responsibility or liability to that entrant. To claim a prize, each winner must follow the directions in his or her notification.

V. PRIZES, QUANTITY AND APPROXIMATE RETAIL VALUE (“ARV”):

1. 1. The one (1) prizewinner, subject to verification, will receive the prize, which consists solely of a swag bag filled with Nikki Beach branded items including but not limited the Nikki Beach Assouline book.
   2. All federal/national, state, territorial, provincial, and local taxes, as well as any expenses not specified in these Official Rules as being provided as part of the prize, are the sole responsibility of each winner. Sponsor is not responsible for and will not replace any lost, mutilated or stolen prize or any prize that is undeliverable or does not reach a winner because of incorrect or changed contact information. Sponsor is not responsible for any inability of any winner to accept or use any prize for any reason. No transfers, prize substitutions or cash redemptions will be made, except at Sponsor’s sole discretion.

VI. LICENSE

1. 1. 1. By entering, except where prohibited by law, each entrant grants to the Contest Entities, defined as any and all related entities including but not limited to subsidiaries, parent companies and sister companies, and their agents, successors and assigns in perpetuity the irrevocable, sub-licensable, absolute right and permission to use, edit, modify, cut, rearrange, add to, delete from, copy, reproduce, translate, separate, dub, adapt, publish, combine with other material, reuse, adapt, and exploit the content of and elements embodied in the Entrant Content and entries, and the Entrant Content and entries themselves, in any and all media, including but not limited to digital and electronic media, computer, audio and audiovisual media (whether now existing or hereafter devised), in any language, throughout the world, and in any manner, for trade, advertising, promotional, commercial, or any other purposes without further review, notice, approval, consideration, or compensation. In addition, you acknowledge and agree that regardless of whether you are selected as a winner, your Entrant Content may be shared, posted, linked to, or otherwise used online or elsewhere by Sponsor and/or others solely by virtue of posting it in connection with this Contest.
      2. Each entrant waives and releases the Released Parties (defined below) from any and all claims that entrant may now or hereafter have in any jurisdiction based on “moral rights” or “droit moral” or unfair competition with respect to the Released Parties’ exploitation of entries without further notification or compensation to entrants of any kind, and agrees not to instigate, support, maintain, or authorize any action, claim, or lawsuit against the Released Parties and each of their affiliates, licensees, or any other person in connection with this Contest, on the grounds that any use of any entry, or any derivative works, infringe or violate any of entrants’ rights (including MORAL RIGHTS) therein.
      3. Each entrant acknowledges and agrees that nothing in these Official Rules will require Sponsor to use the Entrant Content in part or in whole or to include the Entrant Content in any Sponsor-related property, including, without limitation, any Contest Entities’ web site or any other online or offline property. Each entrant hereby acknowledges and agrees that the relationship between the entrant and any of the Released Parties is not a confidential, fiduciary, or other special relationship, and that the entrant’s decision to submit his/her Entrant Content for purposes of the Contest does not place any of the Released Parties in a position that is any different from the position held by members of the general public with regard to elements of the Entrant Content, other than as set forth in these Official Rules.
      4. Each entrant understands and acknowledges that Sponsor has wide access to ideas and other materials. Each entrant also acknowledges that many ideas may be competitive with, similar to, or identical to his/her Entrant Content and/or each other in idea, ingredients, format, or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of Sponsor’s use of any such similar or identical material that has or may come to Sponsor from other sources.
      5. It is agreed and acknowledged that these Rules confers on Sponsor the right to display, exhibit, distribute, reproduce or authorize reproduction of the Entrant Content for all purposes, and to make derivative works, in any medium now known or later created. Each Entrant understands and agrees that Sponsor shall have the right to assign it rights to the Images to any person or entity.
      6. Should Entrant use, hire, employ or contract with a third party to complete any of the Entrant Content, Entrant shall ensure that any and all rights are effectively assigned and/or assignable to Sponsor. Should Entrant Content comprise any rights of any third party including, without limitation, copyright, including moral rights, trademark, trade secret, or right of privacy or publicity, Entrant shall ensure that Entrant has the legal authorization to do so and that any and all rights are effectively assigned and/or assignable to Sponsor.

VII. LIMITATION OF LIABILITY:

Both during and after the Term of this Agreement, each Entrant agrees to protect, indemnify, defend and hold Sponsor and Contest Entities, their directors, officers, employees, agents, distributors, customers, successors and assigns (“Released Parties”), harmless from and against any and all expenses, damages, claims, whether valid or invalid, suits, losses, actions, judgments, liabilities, costs and expenses whatsoever (including reasonable attorneys’ fees) which Sponsor and Contest Entities might incur, directly or indirectly, arising from or in connection with (i) any breach or alleged breach of any of the obligations, covenants, representations, warranties, or agreements of Entrant hereunder (ii) misconduct or negligence of Entrant (iii) any claim or action for or relating to personal loss, injury, death, property damage, salary or otherwise, suffered by Entrant in participating in Contest and (iv) any claim that any Contest related materials provided by Entrant infringe upon any intellectual property rights, privacy rights or moral rights of any third parties. The obligations set forth in this paragraph shall survive the expiration Contest.

EACH WINNER AGREES (AS BETWEEN WINNER AND THE RELEASED PARTIES) THAT THE PRIZE IS PROVIDED AS-IS WITHOUT ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO THE USE OR ENJOYMENT OF THE PRIZE, INCLUDING, WITHOUT LIMITATION, ITS QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

VIII. ADDITIONAL DISCLAIMERS:

1. 1. Released Parties are not responsible and/or liable for any of the following, whether caused by a Released Party, the entrant or by human error: entries that are submitted by illegitimate means (such as, without limitation, by an automated computer program); any lost, late, incomplete, illegible, mutilated, or misdirected entries, e-mail, mail, or Contest-related correspondence or materials or postage-due mail; any error, omission, interruption, defect, or delay in transmission or communication; viruses or technical or mechanical malfunctions; interrupted or unavailable cable or satellite systems; errors, typos or misprints in these Official Rules, in any Contest related advertisements or other materials; failures of electronic equipment, computer hardware or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications or entry information.
   2. Released Parties are not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in entrant’s e-mail account to receive e-mail messages.
   3. Released Parties are not responsible for any changes or unavailability of the Instagram Platform that may interfere with the Contest or ability of entrant to timely enter, receive notices or communicate with Sponsor, in which case Sponsor, in its sole discretion, may terminate or modify the Contest.
   4. Released Parties are not responsible, and may disqualify an entrant, if his or her e-mail address or other contact information does not work or is changed without entrant giving prior written notice to Sponsor. Without limiting any other provision in these Official Rules, Released
   5. Parties are not responsible or liable to any entrant or winner or any person claiming through such entrant or winner for failure to supply the prize or any part thereof in the event that any of the Contest activities or the Released Parties’ operations or activities are affected, as determined by the Sponsor in its sole discretion, including, without limitation, by reason of any acts of God, any action, regulation, order or request by any governmental or quasi-governmental entity (whether or not the action, regulations, order or request proves to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any law, rule, regulation, order or other action adopted or taken by any governmental, federal, state or local government authority, or any other cause, whether or not specifically mentioned above.

IX. GENERAL RULES:

1. 1. By entering the Contest (except where prohibited by law), each entrant grants the Contest Entities the irrevocable, sublicensable, absolute right and permission to use, publish, post or display his or her name, his or her Entrant Content, photograph, likeness, voice, prize information, biographical information, any quotes attributable to him or her and any other indicia of persona (regardless of whether altered, changed, modified, edited, used alone, or used with other material in the Released Parties’ sole discretion) for advertising, trade, promotional and publicity purposes without further obligation or compensation of any kind to him or her, anywhere, in any medium now known or hereafter discovered or devised (including, without limitation, on the Internet), world-wide, without any limitation of time and without notice, review or approval and each entrant releases all Released Parties from any and all liability related thereto. Nothing contained in these
   2. Official Rules does not obligate Sponsor to make use of any of the rights granted herein and winner waives any right to inspect or approve any such use.
   3. Sponsor’s decisions will be final in all matters relating to this Contest, including interpretation of these Official Rules and awarding of the prize. All entrants, as a condition of entry, agree to be bound by these Official Rules and the decisions of Sponsor. Failure to comply with these Official Rules may result in disqualification from this Contest. Entrants further agree to not damage or cause interruption of the Contest and/or prevent others from using the Contest.
   4. Sponsor reserves the right to restrict or void online entries or participation from any IP address if any suspicious entry and/or participation is detected. Sponsor reserves the right, in its sole discretion, to void entries of any entrants who Sponsor believes have attempted to tamper with or impair the administration, security, fairness or proper play of this Contest.
   5. Sponsor’s failure to or decision not to enforce any provision in these Official Rules will not constitute a waiver of that or any other provision. In the event there is an alleged or actual ambiguity, discrepancy or inconsistency between disclosures or other statements contained in any Contest-related materials and/or these Official Rules (including any alleged discrepancy or inconsistency in these Official Rules), it will be resolved in Sponsor’s sole discretion. Entrants waive any right to claim ambiguity in the Contest or these Official Rules.
   6. The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules will otherwise remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. If Sponsor determines at any time in its sole discretion that a winner or potential winner is disqualified, ineligible, in violation of these Official Rules, or engaging in behavior that Sponsor deems obnoxious, inappropriate, threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to disqualify that winner or potential winner, even if the disqualified winner or potential winner may have been notified or displayed or announced anywhere.
   7. If the Contest is not capable of running as planned for any reason, Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend the Contest and award the prize from eligible entries received prior to cancellation, modification, or suspension or as otherwise deemed fair and appropriate by Sponsor.
   8. If any person supplies false information, obtains entries by fraudulent means or is otherwise determined to be in violation of these Official Rules in an attempt to obtain any prize, Sponsor may disqualify that person and seek damages from him or her and that person may be prosecuted to the full extent of the law. In the event of a dispute concerning who submitted an Entry Post, the Entry Post will be declared to have been made by the registered account holder of the e-mail address associated with the Instagram Platform account for the potentially winning Entry Post, but only if that person meets all other eligibility criteria or is the approving parent or legal guardian of a minor entrant who meets all of the eligibility criteria, otherwise the entry may be disqualified and any potential prize won will be forfeited in Sponsor’s sole discretion. A registered account holder is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Potential winner may be required to provide Sponsor with proof that he/she is the registered account holder of the e-mail address and Instagram Platform account associated with the potentially winning Entry Post. If a dispute cannot be resolved to Sponsor’s satisfaction, the entry will be deemed ineligible. Any damage made to the Instagram Platform will be the responsibility of the registered account holder of the e-mail address for the Instagram Platform account submitted at the time of entry. CAUTION: ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEB SITE OR UNDERMINE THE LEGITIMATE OPERATIONS OF THE CONTEST VIOLATES CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR MAY DISQUALIFY ANY ENTRANT MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.

X. DISPUTES/GOVERNING LAW:

1. 1. Except where prohibited, as a condition of participating in this Contest, each entrant agrees that any and all disputes that cannot be resolved between the entrant and Sponsor, claims and causes of action arising out of or connected with this Contest, or the prize awarded, or the determination of the winners must be resolved individually, without resort to any form of class action.
   2. Further, in any such dispute, under no circumstances will an entrant be permitted or entitled to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, other than entrant’s actual out-pocket expenses (if any), not to exceed ten U.S. dollars ($10 USD), and entrant further waives all rights to have damages multiplied or increased.
   3. Arbitration Clause. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Miami, Florida before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the U.S.A. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.