Xtend Giveaway

1. Administration of Promotion. Sponsor shall conduct the Promotion in compliance with all applicable federal, state, and local laws, rules, and regulations. Except as explicitly set forth in Section 2(b) below, Sponsor shall be solely responsible for all aspects of the Promotion including, but not limited to, administering and managing the Promotion, drafting rules and/or terms for the Promotion, conducting all necessary registration and bonding, selecting and notifying winners, fulfilling prizes, and obtaining all necessary releases and tax documentation. All Promotion rules and any releases will require participants to release, indemnify, hold harmless, and defend Prize Provider from and against any and all claims, demands, actions, judgments, demands, losses, liabilities, damages, injuries, costs, and expenses of any kind whatsoever including, but not limited to, attorney‚Äôs fees (‚ÄúClaims‚ÄĚ).

2. Prizes.

a) Prize Provider shall provide the following products solely to be used as prizes (the ‚ÄúPrizes‚ÄĚ) in connection with the Promotion:

i. One (1) XTEND Original Blue Raspberry Ice (30 servings), with an approximate retail value (‚ÄúARV‚ÄĚ) of $29.99 USD;

ii. One (1) XTEND Original Strawberry Kiwi Splash (30 servings), with an ARV of $29.99 USD;

iii. One (1) XTEND Original Mango Madness (30 servings), with an ARV of $29.99 USD;

iv. One (1) XTEND Original Watermelon Explosion (30 servings), with an ARV of $29.99 USD;

 

v. One (1) XTEND Original Italian Blood Orange (30 servings), with an ARV of $29.99 USD;

vi. One (1) XTEND Original Glacial Grape (30 servings), with an ARV of $29.99 USD;

vii. One (1) XTEND Pro Chocolate Lava Cake (23 servings), with an ARV of $27.99 USD;

viii. One (1) XTEND Pro Vanilla Ice Cream (23 servings), with an ARV of $27.99 USD;

ix. One (1) XTEND Carbonated (12-pack), with an ARV of $29.99 USD;

x. One (1) XTEND Energy Carbonated (12-pack), with an ARV of $29.99 USD;

xi. Two (2) XTEND Gummies (60 gummies), each with an ARV of $19.99 USD; and

xii. Two (2) XTEND shakers, each with an ARV of $9.99 USD.

b) Prizes shall be awarded without any payment by the winner of the Promotion. Prize Provider shall in no way be responsible for any aspects of the Promotion other than:

i. providing Sponsor with the components of the Prize listed in Section 2(a) above; and

ii. serving as a method of entry for the Promotion by posting a photo on Prize Provider’s Instagram account.

3. Intellectual Property.

a) Prize Provider hereby grants to Sponsor a limited, royalty-free, non-exclusive, and non-transferable right and license to use and publish Prize Provider‚Äôs name and trademarks (the ‚ÄúPrize Provider Intellectual Property‚ÄĚ) solely in connection with the Promotion and in the form, manner, and media approved in advance by Prize Provider. Sponsor acknowledges that Prize Provider is the sole and exclusive owner of the Prize Provider Intellectual Property, and Sponsor‚Äôs use of the Prize Provider Intellectual Property shall inure solely to the benefit of Prize Provider.

b) Sponsor hereby grants to Prize Provider a limited, royalty-free, non-exclusive, and non-transferable right and license to use and publish Sponsor‚Äôs name and trademarks (the ‚ÄúSponsor Intellectual Property‚ÄĚ) solely in connection with the Promotion and in the form, manner, and media approved in advance by Sponsor. Prize Provider acknowledges that Sponsor is the sole and exclusive owner of the Sponsor Intellectual Property, and Prize Provider‚Äôs use of the Sponsor Intellectual Property shall inure solely to the benefit of Sponsor.

4. Indemnification. Sponsor shall indemnify, defend, and hold harmless Prize Provider, its affiliates and subsidiaries, and any of their officers, directors, members, shareholders, employees, agents, and representatives from and against any and all Claims arising out of or relating to the Promotion, Sponsor’s negligence or willful misconduct, or Sponsor’s breach of this Agreement. Sponsor represents that it does and will maintain insurance of such types and in such amounts sufficient to cover its obligations under this Agreement. Upon the request of Prize Provider, Sponsor shall provide Prize Provider with a certificate of insurance evidencing such coverage.

5. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be interpreted or construed to create an association, agency, joint venture or partnership between the Parties. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, incur any obligation or liability of, or otherwise bind the other Party.