OFFICIAL CONTEST RULES

These Contest Terms supplement and are incorporated into the Contest Notice issued by Sponsor for each Contest, as further defined below. Void where prohibited by law.

1. Overview and Scope. These general contest terms (the “Contest Terms”) govern all contests, tournaments and similar promotions (each, a “Contest”) offered from time to time by Smart Circle International, LLC (“Smart Circle” or “Sponsor”). The specific terms of each Contest (including without limitation eligibility, prize(s), entry period, Winner selection criteria, participating campaigns and any additional Contest-specific rules) are unique to each Contest and shall be set out in a separate written communication issued by Smart Circle (each, a “Contest Notice”). The applicable Contest Notice and these Contest Terms together constitute the “Official Rules” of that Contest. Each individual who enters, qualifies or otherwise participates in a Contest pursuant to an applicable Contest Notice is referred to herein as “Participant.” By participating in any Contest, Participants acknowledge that they have read, understood, and agree to be bound by the Official Rules.
2. Conflict. In the event of any conflict or inconsistency between the Contest Notice and these Contest Terms, the Contest Notice shall control with respect to that specific Contest. All other provisions of these Contest Terms shall remain in full force and effect.
3. Eligibility. In addition to any eligibility criteria set forth in the Contest Notice, each Participant must be at least eighteen (18) years old. The Contest timing begins and ends as designated in Contest Notice (the “Contest Entry Period”).
4. General. Smart Circle reserves the right to cancel, suspend and/or modify the Contest, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Contest, as determined by Smart Circle in its sole discretion. By participating in this Contest, each Participant agrees to maintain his/her behavior in accordance with all applicable laws and generally accepted social practices in connection with participation in any Contest - or (as applicable) prize-related activity. Smart Circle reserves the right in its sole discretion to disqualify any Participant it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of their Agreement (as defined below), these Official Rules or in an unsportsmanlike or disruptive manner. Participants agree that Smart Circle has the sole right to decide all ties, matters and disputes arising from this Contest and that all decisions of Smart Circle are final and binding. Smart Circle’s failure to enforce any term of these Official Rules shall not constitute a waiver of anything contained herein. Nothing in the Contest Terms, the Contest Notice, or a Participant's participation in any Contest creates or shall be construed to create any employment, agency, partnership, joint venture, or similar relationship between Sponsor and any Participant. As used herein, “Agreement” shall mean any active written agreement and/or statement of work between Smart Circle and an independent corporate distributor of Smart Circle.
5. Prize; Taxes and Additional Costs. The winner of any Contest prize (“Winner”) is solely responsible for any and all applicable federal, state, and local taxes (including income and withholding taxes) and should consult with their respective tax advisor or specialist accordingly. Failure to use the prize does not relieve the Winner of his/her tax obligations associated with winning the prize, if any. All costs and expenses associated with prize acceptance and use not specified in the Contest Notice as being provided, including but not limited to lodging, accommodations, transportation costs, luggage fees, parking, meals, gratuities and other expenses incurred by accepting the prize are the sole responsibility of Winner, unless otherwise provided in the applicable Contest Notice. All prize details, including the selection of all vendors, prizes, products and services are subject to the Sponsor’s sole and absolute discretion.
6. No Refunds. Contest prizes are non-transferable and non-exchangeable, except as may be provided in the Contest Notice. No refunds or credit changes are allowed. No substitutions or cash redemption of any prize is permitted except that Sponsor retains the right to substitute a prize (or portion thereof) with one of comparable or greater retail value for any reason at its sole and absolute discretion. Additional restrictions may apply. All prizes shall be governed by these Official Rules and the decisions of Sponsor.
7. Force Majeure and Additional Venue Rules. If a prize includes attendance at an event (including tickets to a game, performance or exhibition), the terms and conditions of the ticket will govern if an event is not held due to weather, an Act of God, an act of terrorism, civil disturbance, work stoppage or any other reason. Released Parties (as defined in Section 8 below) will not be responsible for weather, Acts of God, acts of terrorism, civil disturbances, work stoppage or any other event that may cause the cancellation or postponement of any event. Winner and his/her guest(s) agree to comply with all applicable venue regulations in connection with the prize. The Winner understands and agrees that Sponsor or prize providers have the right, in their sole discretion, to disqualify and remove the Winner from any activity at any time if the Winner’s behavior at any point is uncooperative, disruptive, or may or does cause damage to person, property, or the reputation of Sponsor or otherwise violates the policies of the prize providers, and in such a case, the Winner will still be solely responsible for all taxes and other expenses related to the prize, if any.
8. Release. Each Participant represents and warrants that any qualifying activities, as further specified in the subject Contest Notice, do not and will not violate any applicable laws or any contractual obligations. Additionally, by participating in the Contest, each Participant agrees to: (a) comply with and be bound by these Official Rules and the decisions of the Sponsor which are binding and final in all matters relating to the Contest; (b) release and hold harmless Smart Circle and its respective parent, subsidiary, and affiliated companies, the prize suppliers, any person or entity that is a consultant to Smart Circle in connection with the Contest, and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting the Contest, and all of their respective past and present officers, directors, employees, agents and representatives (collectively, the “Released Parties”) from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, arising out of or relating to participation in the Contest, acceptance or use or misuse of a prize. Furthermore, the Released Parties are not responsible for: (i) any incorrect or inaccurate information, including without limitation any errors, omissions, inaccuracies, or miscalculations in data, scores, statistics, rankings, results, formulas, or other Contest-related information, whether caused by Participants, human error, technical error, printing errors, or by any of the equipment or programming associated with or utilized in the Contest; (ii) unauthorized human intervention in any part of the Contest; (iii) technical, programming, calculation, data-processing, or human error which may occur in the administration of the Contest; or (iv) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from the Participant’s participation in the Contest or receipt or use or misuse of the prize; and (c) indemnify, defend and hold harmless the Sponsor and its subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors and clients from and against any and all claims, actions or proceedings, damages, costs, expenses, and/or liabilities (including reasonable attorneys’ fees) arising out of or relating to (i) Participant’s participation in the Contest and/or Participant’s acceptance, use or misuse of the Prize; or (ii) any actual or alleged breach of any of the warranties, representations or obligations of Participant hereunder, or of Participant’s Agreement (if applicable).
9. No Warranty. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PRIZE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED AND THE RELEASED PARTIES (DEFINED ABOVE) HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
10. Publicity. By entering the Contest (except where prohibited by law), each Participant grants the Smart Circle the irrevocable, sublicensable, absolute right and permission to use, publish, post or display his or her name, 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 Participant releases all Released Parties from any and all liability related thereto. Nothing contained in these Official Rules obligates Sponsor to make use of any of the rights granted herein and Winner waives any right to inspect or approve any such use.
11. Disputes. Participant agrees that: (a) any and all disputes, claims and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (b) any and all disputes, claims and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be governed by California law (without reference to any conflicts of law rules) and resolved exclusively by the United States District Court or the appropriate California State Court located in Orange County, California; (c) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred and under no circumstances will Participant be permitted to obtain awards for, and Participant hereby waives all rights to claim, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and Participant waives any and all rights to attorneys’ fees or to having damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH EVENT, THE ABOVE MAY NOT APPLY.
    1. Notwithstanding the foregoing, if Participant is subject to an Agreement with Smart Circle entered into prior to or during the Contest Entry Period, any and all disputes, claims, and causes of actions arising out of or in connection with the Contest, or any prizes awarded, shall be resolved individually and in accordance with the terms set forth in the Agreement.
12. Privacy. Personal information collected from Participants will be used only for the purposes of administering this Contest and as expressly set out in these Official Rules (unless Participant agrees otherwise) and is subject to the Smart Circle’s Privacy Policy located at smartcircle.com/privacy-policy/. By participating in the Contest, Participant acknowledges that he/she has read and expressly agrees to be bound by Smart Circle’s Privacy Policy.
13. Updates. Smart Circle reserves the right to modify these Contest terms at any time, in its sole discretion. The “Last Revised” date and version number below listed below reflects the most recent update. The version of these Contest Terms in effect as of the start of the applicable Contest Entry Period shall govern that Contest.