To enter the contest:

Smart Circle will rely solely upon reports received from Client AT&T for the purpose of creating entries. All customer orders submitted during the Contest Entry Period for either a new line or upgrade that meet the criteria for mobility orders set forth in the Video/Internet/Phone Statement of Work (“VIP SOW”) and includes one (1) of the Samsung devices noted below will be considered (the “Orders”). Points will be assigned to each Order based on the type of Samsung device as follows:

Prizes:

Based on sales over a time period equal to the Contest Entry Period, participating ICDs have been divided into 4 categories based on the above criteria (compliant orders that included a Samsung device). Each ICD will be notified of their Category. The categories are as follows:

         Category 1: ICDs with 0-50 points

         Category 2: ICDs with 51-99 points

         Category 3: ICDs with 100-200 points

         Category 4: ICDs with 201-700 points

There will be eight (8) winners in each Category for a total of forty (40) phones!

• • •  The ICD in each Category with Orders representing the most total points during the Contest Entry Period will win two (2) Samsung S22 Ultras.
    • The ICDs in each Category with Orders ranked two (2) through eight (8) in total points during the Contest Entry Period will win one (1) Samsung S22 Ultra.

Official Rules

1. Eligibility

        The Summer Showdown Sales Contest (the “Contest”) is open to any business, (i) lawfully established and existing within             the laws of the states of any of the fifty (50) United States (including Puerto Rico and District of Columbia); (ii) which                   business is an independent corporate distributor (“ICD”) with an active distribution and services agreement with Smart               Circle International, LLC (the “Agreement”); (iii) which business has also entered into the VIP SOW with Smart Circle prior           to June 10, 2022 and completed all steps necessary to begin participating in the AT&T EDM campaign; and (iv) which ICD           has employees (the “Sales Reps”) lawfully performing services in accordance with the Agreement and VIP SOW in                     Approved Channels. Void where prohibited by law. The Contest is subject to all applicable federal, state and local laws               and regulations. Participation constitutes entrant’s full and unconditional agreement to these Official Rules and Sponsor’s           decisions, which are final and binding in all matters related to the Contest. Winning a prize is contingent upon fulfilling all             requirements set forth herein. Capitalized terms used herein but not defined have the meaning set forth in the Agreement             or VIP SOW.

2. Sponsor

       Smart Circle International, LLC, 4490 Von Karman Avenue, Newport Beach, CA 92660.

3. Contest Entry Period

       Beginning at start of business on June 13, 2022 and continuing until close of business on July 10, 2022, during local                 Retailer hours for each ICD. Sponsor is the official time keeper for this Contest.

4. How to Enter

       ICD does not have to actively enter this Contest. Smart Circle will rely solely upon sales reports received from AT&T to                determine the Orders for the purpose of calculating the prize winners. ICD may opt out of this Contest by notifying Smart            Circle at any time during the Contest Entry Period.

5. Winner Determination

      On the Tuesday following the end of the Contest Entry Period (July 12, 2022), Smart Circle will use the reports received              from AT&T to complete a final sales tally. The points set forth in the chart above for each Samsung device will be assigned          to each Order with the winners determined as follows:

• • • The ICD in each Category (defined above) with Orders representing the most total points during the Contest Entry Period will win two (2) Samsung S22 Ultras.
    • The ICDs in each Category (defined above) with Orders ranked two (2) through eight (8) in total points during the Contest Entry Period will win one (1) Samsung S22 Ultra.

        The specific model and color will be determined by Smart Circle in it sole discretion. The prizes shall be governed by                  these Official Rules and the decisions of Sponsor. Entrants agree that Sponsor has the sole right to decide all matters and          disputes arising from this Contest and that all decisions of Sponsor are final and binding. Odds of winning depend on the            number of Orders received during the Contest Entry Period. The winners will be announced by email.   

6. Prizes

       The prizes are as set forth above.  Winners are responsible for all taxes associated with prize receipt and/or use. Prizes are          non-transferable and no substitution will be made except as provided herein at the Sponsor’s sole discretion. Sponsor                reserves the right to substitute any listed prize for one of equal or greater value for any reason. No more than the stated              number of prizes will be awarded.

7. Entry Conditions and Release

       Each ICD who enters this Contest represents and warrants as follows: the Orders do not and will not violate any applicable         laws or any contractual obligations. Furthermore, 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 this Contest; (b) release         and hold harmless the Sponsor and its respective parent, subsidiary, and affiliated companies, the prize suppliers 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. The Released Parties are not responsible for: (i) any incorrect or inaccurate information, whether caused by entrants,         printing errors or by any of the equipment or programming associated with or utilized in the Contest; (ii) technical failures of         any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or           software; (iii) unauthorized human intervention in any part of the Contest; (iv) technical or human error which may occur in           the administration of the Contest; or (v) any injury or damage to persons or property which may be caused, directly or                 indirectly, in whole or in part, from entrant’s participation in the Contest or receipt or use or misuse of any 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 harmless 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) an entrant’s participation in the Contest and/or entrant’s acceptance, use or misuse of a prize; or (ii) any                 breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder.

8. Publicity

       Except where prohibited, participation in the Contest constitutes winners’ consent to Sponsor’s and its agents’ use of                 winner’s name, likeness, photograph, voice, opinions and/or hometown and state for promotional purposes in any media,             worldwide, without further payment or consideration.

9. General Conditions

       Sponsor 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 Sponsor in its sole discretion. Sponsor reserves the right in its sole discretion to disqualify any individual it           finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official               Rules or in an unsportsmanlike or disruptive manner. Sponsor’s failure to enforce any term of these Official Rules shall not         constitute a waiver of this or any other provision.

10. Disputes

       Entrant agrees that: (a) any and all disputes, claims and causes of action arising out of or connected with this 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 this 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 entrant be permitted to obtain                 awards for, and entrant hereby waives all rights to claim, punitive, incidental and consequential damages and any other               damages, other than for actual out-of-pocket expenses, and entrant 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, SO THE ABOVE MAY NOT APPLY TO YOU.

11. Contest Results

       For Contest results, send an email with the subject line of “Winners List – Samsung Summer Showdown Sales Contest” to           [email protected]. Requests for the Winner’s List must be received within thirty (30) days of the end of           the Contest Entry Period.