1. ABOUT THIS AGREEMENT


The following terms and conditions govern your download and use of the 505 Southwestern® Food Truck Challenge website (the “Contest Website”) created by Flagship Food Group (“Company”, “we,” “our,” “us”), the owner of the 505 Southwestern® brand, and your use of any content, products, services and functionality available at or through the Contest Website, including your participation in the Contest, as defined and described therein  (collectively, the “Services”).  The Services are owned and operated by the Company. The Services are offered subject to the terms and conditions contained herein and in all other rules, policies and procedures that may be published or updated from time to time by the Company through the Services, including the Contest Rules and the Privacy Policy, each as defined below (collectively, the “Agreement”). THIS AGREEMENT CONTAINS MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN SECTION 17(b) (CHOICE OF LAW; DISPUTE RESOLUTION; NO CLASS ACTIONS) BELOW. Without limiting the foregoing, this Agreement also incorporates by reference our privacy policy located here, as it may be updated from time to time pursuant to the terms therein (the “Privacy Policy”) as well as our contest rules located here , as they may be updated from time to time pursuant to the terms therein (the “Contest Rules”). PLEASE READ THIS END-USER LICENSE AGREEMENT AND TERMS OF SERVICE, OUR PRIVACY POLICY, AND THE CONTEST RULES CAREFULLY BEFORE ACCESSING THE CONTEST WEBSITE OR USING THE SERVICES. By accessing or using any part of the Services, you agree to become bound by the terms and conditions of this Agreement, which form a legally binding contract between you and us. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of the Services.

If you are using the Services on behalf of an employer or another entity, you represent and warrant that you have the authority and capacity to bind such entity to this Agreement. The Services are available only to individuals who are at least 18 years old and legal residents of the United States of America who access the Services individually or on behalf of entities that operate in California. If you are less than 18 years old or not a U.S. resident or citizen, you may not use the Services.

2. ACCEPTABLE USE POLICY

Whether or not you register for an account with us, the Services are only available for access and use by you for lawful purposes. You understand that when using the Services, you may be exposed to user content provided by other users or third parties, and you agree that we are not responsible for the accuracy, safety, appropriateness or intellectual property rights in or related to such content. Any action by you or associated with your account that we believe, in our sole and absolute discretion: (a) violates this Agreement; (b) violates any applicable law, statute, court order, regulation or ordinance (including, without limitation, those governing export control, consumer protection, unfair or deceptive practices, and false advertising); (c) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use by anyone of the Services; or (d) through the use of the Services, abuses, defames, harasses, libels, disparages or threatens another user of the Services or any other third party, is strictly forbidden. You also may NOT undertake the following in connection with the Services, or otherwise include any of the following in any Submitted Materials, including, without limitation, any Submitted Recipes (as such terms are defined in the Contest Rules):

•  solicit for commercial purposes other users of the Services

•  distribute or post solicitations, promotional materials, spam, junk mail, chain letters, mass or bulk email, or pyramid schemes;

•  distribute or post content that you know or reasonably suspect is false, misleading, untruthful, deceptive, or inaccurate;

•  distribute or post content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including, but not limited to, any User Content containing nudity that would be unacceptable in a public museum where minors visit;

•  distribute or post content that would constitute, encourage or provide instructions for a criminal offense, violate rights of third parties, endanger national security, or that would otherwise create liability or violate any local, state, national or international law;

•  post or distribute content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any third party. By posting or distributing any content, you represent and warrant that you have the lawful right to use, display, distribute, and reproduce such content, as well as the right to grant such rights to the Company;

•  post or distribute any content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

•  post or distribute defamatory, abusive, profane, threatening, offensive, disparaging, harassing, or illegal materials;

•  post or distribute any content embodying the names, images, or likenesses or any person, living or dead, without permission;

•  promote alcohol, illegal drugs

•  take any action that attempts to impersonate, deceive, or defraud any person or entity;

•  use metatags or any other “hidden text” utilizing any of our or any third party’s product names or trademarks;

•  harvest or otherwise collect personal information about users, including e-mail addresses, without their consent;

•  use any robot, spider, crawler, scraper, bots or other automated means to access or use the Services;

•  introduce or attempt to introduce software viruses, Trojan horses, worms, backdoors or any other computer codes, files, or programming instruction or set of instructions that are designed or intended to disrupt, disable, harm, interfere or otherwise adversely affect any computer programs, software, firmware, hardware, mobile devices, wireless devices, computer systems, data or operations;

•  take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

•  take any action that attempts to gain unauthorized access to, or attempts to compromise the normal functioning operation or security of, any network, system, computing facility, equipment, data or information of anyone;

•  take any action that discloses or attempts to gain unauthorized access to user names, passwords, email address, or other personal information of anyone, including, without limitation, other end users;

•  take any action that bypasses or attempts to bypass, or circumvents or attempts to circumvent, any measures we may use to prevent or restrict access to the Services or certain features or modules of the Services; or

•  attempt to benchmark the Service.

Without limiting our rights to change, restrict, disable or terminate the Contest or any of the other Services as provided elsewhere under this Agreement or in the Contest Rules, we reserve the right to immediately block or disable your ability to use the Contest Website, disqualify you from the Contest, rescind or revoke any prizes awarded to you in the Contest, terminate your participation in the Contest, and/or otherwise suspend or terminate your access to the Services, in whole or in part, if, in our sole and absolute discretion, we believe that you have engaged in any of the foregoing activities or posted or distributed any content prohibited above; that such activities have occurred in association with your account or device; or if we otherwise believe that your participation in the Contest or other use of the Services may cause a breach applicable laws or contractual obligations. 

3. OUR INTELLECTUAL PROPERTY RIGHTS

The materials and software associated with the Services, including any enhancements or modifications thereto and any related documentation, as well as the visual and textual elements and the selection, arrangement and compilation of data embodied in (and/or displayed during the execution of, as applicable) the software or other materials, are copyrighted works and exclusively owned by the Company, our affiliates, or our licensors. In addition, the Services, including all software, content, inventions, technology, products, services and data provided through the Services, are protected under United States and international copyright, patent, trademark and/or other intellectual property laws and incorporate valuable confidential information and trade secrets of the Company, our affiliates, or our licensors, and are the exclusive property of the Company, or of our affiliates or licensors as applicable. All suggestions, requests and feedback you may communicate to us regarding the Services, and all inventions, improvements, modifications, product or service ideas, and concepts contained therein (collectively, “Feedback”), shall be the exclusive property of the Company. You hereby assign all worldwide rights, title and interest in, to and under any such Feedback to the Company and agree to execute and deliver any assignments or other instruments or documents that we may request in order to confirm, perfect, record or enforce our rights with respect to the Feedback. Without limiting the foregoing, you agree and acknowledge that any content that you post via the Services may be made available for viewing by other users, at the Company’s sole discretion. You also grant us a right to use your name and likeness, including any images that you upload, post, or allow to be used by the Contest Website, to be published or displayed on the Contest Website, on Third Party Sites (as defined below), in printed materials, or in any other medium in connection with your participation in Contests held via the Contest Website.

4. LIMITED LICENSE

Subject to your compliance with all of the terms and conditions of this Agreement, the Company grants to you a limited, personal, non-exclusive, revocable, non-sublicensable, non-transferable license within the United States to (a) download and use the Contest Website on your device, and (b) use the Services, in each case for your internal personal purposes, and not for commercial resale, sublicensing, time-sharing or service bureau usage. The Company reserves all rights not expressly granted by the foregoing sentence. Notwithstanding anything in the foregoing, you may not interfere with the Services in any way, or copy, modify, distribute or reverse engineer, decompile or disassemble the Contest Website or the Services, or make any derivative works based on the Contest Website or the Services (including any customization, translation, or localization). Your compliance with the requirements in this Section 4 (Limited License) is a condition to, and material inducement and consideration for, our granting you the right to access and use the Contest Website and the Services. Any unauthorized use or other activity by you in violation of this Agreement will cause the licenses granted to you by us in this Section 4 (Limited License) to terminate immediately and automatically. Nothing in this Agreement transfers or otherwise grants any ownership rights from us to you any intellectual property of the Company, a Company affiliate or third party; and all right, title and interest in, to and under such property will remain solely with the Company, one of its affiliates or such third party, as applicable. Without limitation to the foregoing, you have no right to, and will not, copy or redistribute any content delivered to you via the Services, including, without limitation, any audio or video content delivered via the Contest Website. The logos and all other trademarks, service marks, graphics and logos used or displayed in connection with the Services are trademarks or registered trademarks of the Company, one of the Company’s other affiliates or one of its licensors. Your use of the Services grants you no right or license to reproduce or otherwise use any Company or third-party trademarks.

5. ACCOUNTS

To access and use the Services, you may be required to register a member account with us. The Services may allow you to link to your personal accounts on third party sites (such as Facebook or Twitter) or with a personal account with an application from one of our affiliates, and you may link the Contest Website to such other accounts at your discretion (“Other Accounts”). You hereby permit the Company to share your account information with such third party sites for the purposes of such linking. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under your account. You must not use another person’s member account or share your password with another person. At all times, your account must consist of accurate, complete and non-misleading information. You agree to immediately notify us of any unauthorized use of your account or login credentials or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

The Contest Website permits members to enter contests as described in the Contest Rules, but subject to the terms and conditions provided therein.  For example, subject to the Contest Rules, you may earn points by:

We reserve the right to cancel all awards in our sole discretion if there are changes in applicable laws or regulations, or if this Agreement is breached by you. We may do this without prior notice, but we will attempt to notify you afterward where feasible.  In order to redeem awards on behalf of your entity, you will be required to provide your true first and last name and your relationship to the entity, complete and accurate mailing address, working phone number and email address. You may withdraw from the Contest at any time by sending a request to info@flagshipfood.com and your request will be processed within a reasonable amount of time from receipt.

6. COLLECTION OF INFORMATION

For details about our data collection and data use practices, please see our Privacy Policy here

7. MOBILE AND INTERNET SERVICES

By using the Services from your mobile phone, you agree to receive such Services on the device you designate for such purposes and you understand that your wireless or internet services provider’s standard SMS and/or data rates will apply to these Services. By using the Services, you agree to be responsible for any fees that we may impose or that are incurred as a result of your use of the S ervices. You hereby represent and warrant that you are the owner or authorized user of any mobile or other wireless device that you use to access the Services, and that you are authorized to approve all associated SMS and data charges.

8. THIRD PARTY LINKS AND SITES

We have not reviewed, and cannot review, all the material made available through the Services, including (a) third party content and software, (b) applications to which the Services are integrated (such as Facebook or Twitter), and (c) applications that link to the Services (collectively, “Third Party Sites”). The Services may allow you to link to your personal accounts or accounts belonging to the entity you represent on Third Party Sites, such as Facebook, or with a personal account with an application from one of our affiliates. You agree and acknowledge that we do not have any control over Third Party Sites, and we shall not be responsible for their contents or their use. Without limiting the generality of the foregoing, we shall not be responsible for or control over any privacy or security practices or any Third Party Site’s collection, storage, use or disclosure of your information. You are responsible for reading and complying with the privacy policies, use or service agreements or terms of use, and any other policies of Third Party Sites.

9. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY INFRINGEMENT

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others, and require our users and customers to do the same. If you are a copyright owner or an agent thereof and believe that any user content infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing pursuant to 17 U.S.C § 512(c)(3):

•  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

•  Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services or available through our services are covered by a single notification and identification of each such copyrighted work is both impractical and overly burdensome, a representative list of such works at those locations;

•  Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

•  Your contact information, including email address, postal address, and telephone number;

•  A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

•  A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement is:

Nixon Peabody LLP, 300 South Grand Avenue, Suite 4100 | Los Angeles, CA 90071-3151.

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to our customer service department. You acknowledge that if you fail to comply with all of the requirements of this Section 9 (Copyright and Other Intellectual Property Infringement), your DMCA notice may not be valid.

10. UPDATES AND CHANGES

You acknowledge and agree that the form, features and/or nature of the Contest Website and the Services may change from time to time without prior notice to you. We may also cease or discontinue providing the Contest Website or the Services, or support or upgrades for the Contest Website, at any time at our sole discretion. Such new features and/or services shall be subject to the terms and conditions of the then-current version of this Agreement as well as any additional terms and conditions that we may post on any of our websites or make available through the Services. We may also modify or eliminate services, modules or features of the Contest Website or the Services, in whole or in part, to all users or only selected users at our sole and exclusive discretion; your sole and exclusive remedy, and our sole liability, in connection with any such change, modification or elimination is to terminate your account with us. We reserve the right (and you acknowledge our right), at our sole discretion, to amend or update any part of this Agreement by posting the amended or updated Agreement on any of our websites or making it available through the Contest Website. While we may choose to notify you of changes to this Agreement, you are responsible for periodically checking for changes to this Agreement. Your continued use of or access to the Services following the posting or distribution of any changes to this Agreement constitutes acceptance of those changes; and such amended or updated Agreement will be effective as of the date of its posting on any of our websites or being made available through the Contest Website.

11. TERMINATION

We may terminate your access to all or any part of the Services, or block or disable your access or use of the Contest Website, at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, we may terminate your access to all or any part of the Services, or block or disable your access or use of the Contest Website, if (a) we believe that you have breached any provision of this Agreement (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (b) we are required to do so by law (for example, where the provision of Services to you is, or becomes, unlawful); (c) we elect to no longer provide the Services to users in the state or country in which you are resident or from which you use the Services; or (d) we believe that your use of the Services may infringe or violate the rights of a third party or subject us or one of our affiliates to civil or criminal liability or reputational harm. Termination may result, in our sole discretion, in the forfeiture and destruction of all information associated with your account. All provisions of this Agreement that by their nature should survive termination of this Agreement, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous terms, shall so survive. If your account is cancelled or terminated for any reason, you will no longer be able to access information under your account.

12. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND/OR YOUR USE THEREOF INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, FREEDOM FROM VIRUSES, FREEDOM FROM BUGS, FREEDOM FROM ERRORS, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES AND/OR THEIR CONTENT OR THE CONTENT OF ANY PRODUCTS OR SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, YOUR ACCOUNT OR OUR SERVERS, AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, ADWARE AND/OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, (VI) ANY LOSS OR DAMAGE TO CONTENT OR DATA (WHETHER STORED THROUGH THE SERVICES OR OTHERWISE), OR (VII) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, IMPORTED, TRANSMITTED, DISTRIBUTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE OR OPPORTUNITY ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, OR ANY HYPERLINKED OR INTEGRATED WEBSITE OR SERVICES, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING OR ENFORCING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY THIRD PARTY THAT OFFERS OR ATTEMPTS TO TAKE ADVANTAGE OF A DEAL OR PROMOTION THROUGH THE SERVICES).

13. LIMITATION OF LIABILITY; RELEASE

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AFFILIATES, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES) WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ANY OF THE FOREGOING PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF THE COMPANY AND ITS AFFILIATES, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS FOR ANY CLAIM OR SERIES OF CLAIMS WILL BE LIMITED IN THE AGGREGATE TO FIFTY U.S. DOLLARS ($50.00), OR, WITH RESPECT TO CLAIMS PERTAINING TO CONTESTS OR PROMOTIONS, SUCH LIMITATIONS AS SET FORTH IN THE CONTEST RULES, IF LOWER. YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE CONTEST WEBSITE, THE SERVICES, AND THE COMPANY AND ITS AFFILIATES, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ALL OTHER RELATED PERSONS OR ENTITIES, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF OUR WEBSITES, OR THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR” (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT). IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

14. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) your use of the Services will be in strict accordance with this Agreement and with all applicable laws and regulations (including, without limitation, any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and all applicable laws regarding the transmission of technical or personal data exported from or into the United States or the country in which you reside, and all applicable laws pertaining to privacy, consumer rights, and unfair or deceptive advertising practices); and (b) your use of the Services will not infringe or misappropriate the intellectual property rights or any other rights of the Company, its affiliates or of any other user or third party.

15. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates, it licensors, and its and their respective stockholders, directors, officers, employees, representatives and agents from and against any and all claims, actions, lawsuits, damages, obligations, complaints, demands, allegations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorneys’ fees) arising out of or related to or in connection with your actual or alleged (a) use of and access to the Services, our websites and the Contest Website, (b) violation, breach or default of any term of this Agreement, (c) violation by you of any third party right including, but not limited to, any patent, trademark, service mark, copyright, trade secret, publicity or privacy right, (d) damage to a third party cause by you or any content which you submit or transmit via the Services, or (e) violation, breach or default of any term of an agreement (whether written or oral, and whether implied or express) between you and any third party.

16. NOTICES

All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on any of our websites (or otherwise making them available through the Services) or sending an e-mail to you at the e-mail address that is currently associated with your account. Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent by certified first-class U.S. mail, return receipt requested, to:

Attention: Legal Department

Nixon Peabody LLP, 300 South Grand Avenue, Suite 4100 | Los Angeles, CA 90071-3151

All notices regarding copyright or other intellectual property infringement issues shall be sent in accordance with our intellectual property policy described in Section 9 (Copyright and Other Intellectual Property Infringement) above. If you have any questions about this Agreement, or if you need to notify us about a non-legal matter, then please contact us at jrose@nixonpeabody.com or at the postal address set forth above.


17. MISCELLANEOUS

(a) Relationship of the Parties. You agree that no joint venture, partnership, employment or agency relationship exists between you and us or any of our affiliates as a result of this Agreement, your participation in the Contest, or any other use of the Services. This Agreement (including the Privacy Policy and all other operating policies, rules and procedures posted on any of our websites or on the Contest Website or made available through the Services from time to time) constitutes the entire agreement between us and you concerning the subject matter hereof, and may only be modified by a written amendment signed by a duly authorized representative of us, or pursuant to the terms set forth in Section 10 (Updates and Changes).

(b) Choice of Law; Dispute Resolution; No Class Actions. This Agreement is governed by California law, excluding its conflicts of law rules. Except as provided in this Section 17(b) (Choice of Law; Dispute Resolution; No Class Actions) with respect to requests for injunctive relief relating to a breach of your license rights or our intellectual property rights, any controversy, claim or dispute arising out of this Agreement or your use of the Services (including without limitation any controversy, claim or dispute arising from your dealings with or agreement entered into with third-party sponsors for products and/or services promoted in, linked or otherwise provided in or with the Services) (collectively, “Claims”) shall be resolved by final and binding arbitration, further provided that you may assert claims in small claims court if your claims qualify. Such arbitration shall take place in Los Angeles County, California. The arbitrator shall be empowered to award any form of individual relief, including injunctive relief. In order to keep costs down for both you and us, hearings may, at our request, be conducted telephonically or entirely upon submissions. If we think you are violating your license to use the Services or our intellectual property or trade secret rights, we may bring an action for injunctive relief in any court of competent jurisdiction. You expressly consent to the exercise of jurisdiction and venue by the state and federal courts located in Los Angeles County, California. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.

To begin an arbitration proceeding, you must send a certified letter requesting arbitration and describing your claim to Sponsor at the contact set forth in Section 18 (How to Contact Us), below. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement (collectively, "AAA Rules"). The AAA Rules and costs are available online at www.adr.org or by calling the AAA at 1-800-778-7879

In addition to the above, you waive the right to bring any Claim as a class action, consolidated, multi-district or collective action, or private attorney general action. You also agree not to participate in any class action, consolidated, multi-district or collective action, or private attorney general action regarding any Claim. Notwithstanding the foregoing, this arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.  

(c) Severability; Waiver, No Assignments. The provisions of this Agreement are severable, and if any portion is determined invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable and in effect to the fullest extent consistent with applicable law. Any waiver by either party of any term or condition of this Agreement or any breach thereof shall be in writing, executed by the party to be charged, and any such waiver, in any one instance, will not waive such term or condition in any other instance or any subsequent breach thereof. This Agreement is not assignable by you, except by operation of law; we may assign our rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

18. HOW TO CONTACT US

You may direct any questions, complaints or claims with respect to the Contest Website, our websites or the Services to:

Attn: Legal Email: jrose@nixonpeabody.com

Telephone Number: 844-703-6306

Effective Date: May 31, 2017