UPSIDE FOODS UPSIDE Chicken Has Landed CONTEST Official Rules
UPSIDE Chicken Has Landed CONTEST
NO PURCHASE OR PAYMENT NECESSARY. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW.
BY SUBMITTING AN ENTRY IN THIS CONTEST, THE ENTRANT HEREBY ACKNOWLEDGES AND AGREES THAT THE ENTRY MAY APPEAR ON SPONSOR’S WEBSITE AND SOCIAL MEDIA PAGES.
BY ENTERING THE CONTEST, EACH ENTRANT AGREES TO THESE OFFICIAL RULES.
Eligibility: The UPSIDE Foods – UPSIDE Chicken Has Landed Contest (the “Contest”) is open only to legal residents of the 50 United States and District of Columbia who are 18 years or older (or 19 years or older for residents of AL & NE) and of the legal age of majority in the jurisdiction in which the entrant resides, and has a minimum of one thousand (1,000) followers on the social account from which they participate as of thirty (30) days prior to Contest start, and has maintained an active social account from which they participate (where active is defined as having posted at least one (1) time per calendar week at least sixty days (60) prior to Contest start). Void where prohibited by law. No purchase necessary to enter the Contest. Employees of UPSIDE Foods, Inc., 804 Heinz Ave, Berkeley, CA 94710 (the “Sponsor”), Arrowhead Promotion & Fulfillment Co., Inc., 1105 SE 8th St, Grand Rapids, MN 55744 (“Administrator”), and any of their respective affiliates, subsidiaries, advertising agencies, or any other company or individual involved with the design, production execution or distribution of the Contest and their immediate family (spouse, parents and step-parents, siblings and step-siblings, and children and step-children) and household members of each such employee are not eligible to enter or win. 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.
Contest Periods: The entry period for the Contest begins on June 21, 2023, at 12:01:00 AM Pacific Time (“PT”) and ends June 26, 2023, at 11:59:59 PM PT (the “Contest Entry Period”).
How to Enter. During or immediately prior to the Contest Entry Period, Sponsor will post via Sponsor’s Instagram, Facebook and Twitter accounts one or more posts seeking entries to the Contest (each, a “Contest Post”). Each Contest Post will include a call to action prompting users to comment on or reply to (as applicable) the Contest Post and answer the question: Why Are You Hungry for a Better Tomorrow? in 280 characters or less (each such comment or reply, an “Answer”). Each Answer posted must also include the hashtags #UPSIDEchicken and #contest to be eligible. In order to be eligible, Answers must comply with the Answer Requirements and Answer Content Restrictions as set forth in Official rule #4. All Answers must be posted by 11:59:59 PM PT on June 26, 2023 to be eligible. Entry times will be determined by the timestamp attributed to the entrant’s Answer by the applicable social media platform. Sponsor is not responsible for any technical issue relating to the entry/Answer. Limit one (1) entry per person during the entire Contest Entry Period, regardless of the number of social media accounts and/or platforms used. Proof of submission does not constitute proof of entry. Sponsor will have the right, in its discretion, to require proof of identity and/or eligibility in a form acceptable to Sponsor (including, without limitation, government-issued photo identification). Failure to provide such proof to the satisfaction of Sponsor in a timely manner may result in disqualification.
PLEASE NOTE: If entering via Instagram, entrants must adjust their Instagram account settings to allow for receipt of messages from Sponsor. For this purpose, entrants must set their Instagram account settings to ‘Public’ until all Contest winners have been selected and verified, and take any further necessary steps to ensure receipt of any communication from Sponsor. It is solely entrant’s burden to take any steps necessary to adjust their Instagram account settings so that messages can be sent by Sponsor. An Entrant’s non-receipt of a message from Sponsor for any reason, including for failure on behalf of entrant to adjust Instagram account settings, shall be entrant’s, and not Sponsor’s fault. Similarly, Sponsor shall not be held liable if they are not able to view an entrant’s entry for any reason, including the failure on behalf of entrant to adjust their Instagram account settings accordingly. By entering this Sweepstakes, each entrant agrees that the Sponsor has the right to contact the entrant by direct Message via entrant’s applicable social media or email accounts provided upon registrations to administer and fulfill this Contest.
The Contest is in no way sponsored, endorsed or administered by, or associated with, Facebook, Instagram or Twitter.
“Answer Requirements”: Entrants agree to and understand that the Answers will be made available to the public, including without limitation, posting on the Internet and may appear in Sponsor’s advertising and marketing materials. Whether or not Answers are published on the Internet, Sponsor does not covenant or guarantee any confidentiality with respect to any Answer.
The Answers must not have been submitted previously in any Contest of any kind or exhibited or displayed publicly (i.e., disclosed beyond your immediate circle of friends and family) through any means previously.
Each Answer must be an original creation of the submitting entrant which is under no restriction, contractual or otherwise, that will prevent Sponsor’s use of the Answer and each Answers must be free of any and all liens, encumbrances and claims of third parties. Entrant acknowledges, agrees and warrants that, nothing in the Answer infringes on any copyrights, confidential information, trade secrets or trademarks belonging to any person or entity other than the entrant absent a suitable license, clearance or permission agreement (proof of which is required upon submission), or violates any person’s rights of privacy or publicity and that all necessary releases and permissions have been secured. Entrant agrees to indemnify and hold harmless each of Sponsor and Administrator, and their respective parent, subsidiaries, and affiliates and each of their respective owners, officers, directors, agents, subcontractors and employees (collectively, the “Released Parties”), from and against any and all claims, demands, damages, costs, liabilities and causes of action of whatsoever nature that are based upon or arise out of any breach by entrant of these Official Rules or the warranties and representations made by entrant in this paragraph. Modifying, enhancing or altering a third party’s preexisting work does not qualify as entrant’s original creation.
By posting the Answer, the entrant agrees, for zero compensation, to grant to Sponsor all intellectual property rights in the Answer and each of its constituent parts, which rights include, without limitation, the Sponsor’s right to publish, make available to the public and/or reproduce the Answer through any media available at any time during, or after, the Contest Period on any related websites, in any promotional materials, whether related or unrelated to the Contest, and at any other location, whether physical or online, that Sponsor, in its sole discretion, deems appropriate and necessary for the operation and promotion of this Contest. In addition, entrant warrants that any so called “moral rights” in the Answer have been waived and entrant acknowledges and agrees that Sponsor may use any ideas from any Answer or other submitted materials, whether or not entrant has been awarded a prize in connection with any such Answer or other materials. Entrant agrees to release, defend, indemnify and hold harmless each of the Released Parties from all claims, demands, and causes of action of any nature whatsoever which entrant or entrant’s heirs, representatives, executors, administrators, or any other persons acting on entrant’s behalf or on behalf of entrant’s estate, have or may have by reason of: (i) Sponsor’s exercise of any rights granted by entrant in this paragraph; (ii) claims based on violation of any right of publicity or rights of personality, infringement of copyright or trademark, libel, slander, defamation, invasion of privacy, loss of earnings or potential earnings in connection with Sponsor’s use of the Answer and any portion thereof, or the likeness of any natural person connected to or found therein.
“Answer Content Restrictions”
Answers must not contain material that:
Contains or depicts someone smoking or intoxicated;
Violates or infringes another’s rights, including without limitation, privacy, publicity or intellectual property rights, or that constitutes copyright infringement;
Contains material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
Contains any unacceptable clothing or adornments, or displays any commercial/corporate advertising other than that of Sponsor (including but not limited brand names, trademarks, slogans, political, personal and religious statements);
Contains indecent or unsafe behavior or situations, profanities or obscenities, including but not limited to nudity, or pornography, or is otherwise inappropriate, indecent, profane, obscene, hateful, tortuous, slanderous or libelous;
References persons or organizations without their written permission;
Disparages any persons or organizations;
Includes threats to any person, place, business, or group;
Is unlawful, in violation of or contrary to all applicable federal, state, or local laws and regulations.
Failure of any Answer to comply with the above “Answer Requirements” and “Answer Content Restrictions,” as determined by Sponsor, in its sole discretion, may result in disqualification of entrant. Without limitation, Sponsor reserves the right in its sole discretion to disqualify any entry that, in their sole opinion, refers, depicts or in any way reflects negatively upon the Sponsor, the Contest or any other person or entity, does not comply with these Official Rules or if Sponsor receives notification about any potential infringements or breaches of law or any other reason set forth herein. All Answers shall become the exclusive property of Sponsor and will not be returned. Answer entries must be suitable for presentation in a public forum, in sole determination of Sponsor.
Judging Criteria/Prize Winner Selection: Following the conclusion of the Contest Entry Period, all eligible Answers received during the Contest Entry Period will be judged by a panel of judges designated by Administrator and Sponsor using the following judging criteria and percentages: (1) Alignment with UPSIDE’s mission & values: Perceptions and/or attitudes toward animals, planet and people (40%); (2) Passion: Entry is honest, authentic, and demonstrates commitment to their values (40%); (3) Quality of Writing: including grammatical accuracy, clear communication of ideas (20%) (collectively, the “Judging Criteria”). The three (3) top highest scoring Answers/entrants using the preceding Judging Criteria will be deemed the three (3) Grand Prize winners. In the event of a tie, the Answer/entrant with the highest score in the values included in the Answer align with the UPSIDE Foods, Inc. mission & values criterion will be deemed the winner from among all tying Answers/entrants. Each potential Grand Prize winner must, as a condition of being named a Grand Prize winner and receiving a Grand Prize, be willing to be interviewed by press and appear in Sponsor advertising and marketing materials, at Sponsor’s sole discretion, without any additional compensation or approval.
Prizes and Approximate Retail Values (“ARVs”) – three (3) Grand Prizes will be awarded – Each Grand Prize consists of a trip (“Trip”) to San Francisco, CA. Trip includes: roundtrip airfare for winner from major airport nearest winner’s residence to San Francisco, CA, two (2) nights hotel accommodations at Sponsor-specified hotel in San Francisco; airport transfers and transfers to/from trip events; a guided tour of EPIC (UPSIDE Foods’ production facility), a meet & greet with UPSIDE Foods’ “company leaders” CEO Uma Valeti, VP Eric Schulze, and/or COO Amy Chen (subject to availability); a keepsake photo with Chef Dominique Crenn and/or Uma Valeti, M.D., an invitation for winner to attend an exclusive, invitation-only, pre-arranged dinner at Bar Crenn in San Francisco (which will require winner to pay a nominal fee (the “Dinner Fee”)), full reimbursement of the Dinner Fee, and $200.00 spending money, to be paid to winner in a form to be designated by Sponsor. Approximate retail value (“ARV”) of each Grand Prize: $2,000.00. Total ARV of all prizes is $6,000.00
The exact value will depend on where the winner resides and market conditions at the time of prize fulfillment. Any difference between the stated ARV and actual ARV will not be awarded. Valid credit card is required upon hotel check-in. Winner is solely responsible for any costs and expenses of the trip not specified as included in these Official Rules, including but not limited to tips, meals, souvenirs, local and long-distance telephone calls, laundry, insurance, baggage fees, and other personal expenses associated with the trip. If Winner is unable to attend the pre-arranged dinner at the time and date set by Sponsor, Prize will be forfeited and Sponsor may elect to award Prize to an alternate winner. No substitution of prize or any prize component is permitted except that Sponsor in its sole discretion may award a substitute prize/prize component of equal or greater value if advertised prize/prize component is unavailable at time of awarding for any reason, or where required by law. Prize may not be transferred. Prize is not exchangeable or redeemable for cash. Federal, state, and local taxes on the prize are the sole responsibility of the winner.
Travel and accommodation restrictions (including blackout dates) and other additional restrictions may apply. Winner must be available to travel on dates yet to be determined by Sponsor, July through September 2023, or else prize will be forfeited in its entirety without compensation. Winner must travel on specified itinerary, including departure date, destination and return date or prize may be forfeited in its entirety. Winner is solely responsible for obtaining and traveling with photo identification and any other documentation required for travel. The Released Parties are not liable for any expenses incurred as a consequence of flight cancellation/delay. There shall be no compensation or prize substitution if Winner is unable to take the trip by reason of illness, family emergency, personal events, terrorism, labor strikes, weather, pandemic, or other acts beyond Sponsor’s control. There shall be no compensation or prize substitution if any or all of the events are canceled or rescheduled for any reason, except that Sponsor may reschedule the entire trip in its entirety with sufficient lead time to reschedule trip elements, as determined by Sponsor in its sole discretion. Sponsor may also substitute the prize, or portion thereof, for one of equal or greater value at Sponsor’s sole discretion. If winner resides within 150 miles of San Francisco, ground transportation will be provided in lieu of airfare and the difference in value will not be awarded.
Prizes are non-transferrable and not redeemable for cash. Potential Winners will be asked to complete, sign and return within twenty-four (24) hours an Affidavit of Eligibility; a Release of Liability; a Publicity Release; written permission for Sponsor to conduct a background check (as discussed in more detail in the paragraph below) and any other similar documentation considered reasonably necessary given the nature of the Contest in Sponsor’s sole discretion (collectively, the “Documentation”). Failure to complete the Documentation as required may result in potential Winner’s disqualification, at Sponsor’s sole discretion, and selection of an alternate potential Winner based on the next highest score using the above Judging Criteria.
Each entrant, once notified of being a potential Grand Prize Winner, hereby authorizes Sponsor and its designated agents and representatives to conduct a comprehensive review of potential Winner’s background (the “Background Check”). Entrant understands that he/she will be asked to provide a social security number or similar identification number, addresses or residences from the last seven (7) years, date of birth, prior names (e.g. maiden name) and any other information necessary for Sponsor to conduct a Background Check. The scope of the Background Check may include, without limitation, civil and criminal history records from any criminal justice agency in any or all federal and state records, sex offender registry check, and terrorist watch list check. By entering, entrant agrees to provide all personal information needed and sign a release or authorization form as part of the Documentation in order to permit Sponsor to conduct the Background Check. Sponsor and its designated agents and representatives shall maintain all information received from this release and authorization form in a confidential manner in order to protect Entrant’s personal information.
In addition, Sponsor reserves the right, in its sole discretion, to disqualify a potential Winner for any of the following reasons: (a) non-compliance with these Official Rules; (b) in the event that the Winner notification is unanswered; (c) Background Check or other information indicating a history, characteristic or quality considered by Sponsor to be unacceptable in a Winner in this Contest; (d) information showing that the Answer/entry was defective or failed to comply with these Official Rules.
Participation Conditions/Release/Consent to use Likeness: By participating, 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 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, including, but not limited to, invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant’s participation in this Contest, and acceptance or use or misuse of prize; (c) indemnify, defend and hold harmless the Released Parties from and against any and all claims, expenses, and liabilities (including reasonable attorney’s fees) arising out of or relating to an entrant’s participation in the Contest and/or entrant’s acceptance, use or misuse of prize; and (d) grant to Sponsor and its parent companies, subsidiaries, affiliates and advertising and promotion agencies, and the successors and assigns and licensees of each of the foregoing (collectively, the “Licensees”) the right to use the entrant’s name, likeness, voice, biographical information and/or statements attributed to the entrant (“Personality Rights”), in perpetuity, throughout the world, in all media and formats whether now or later known or developed, including without limitation via Sponsor’s and third-party websites and social media and digital channels, for commercial purposes and any other purposes (including without limitation advertising and promotion), without further notice or compensation, unless prohibited by law. In addition, by submitting an Answer, each entrant irrevocably grants to the Licensees a non-exclusive license to publish, display, reproduce, modify, edit, create derivative works based on and otherwise use the Answer, in whole or part, in perpetuity, throughout the world, in all media and formats whether now or later known or developed, including without limitation via Sponsor’s and third-party websites and social media and digital channels, for commercial purposes and any other purposes (including without limitation advertising and promotion), without further notice or compensation, unless prohibited by law.
General Conditions: Sponsor reserves the right to cancel, suspend and/or modify the Contest, or any part of it, for any reason whatsoever, including, without limitation, fire, flood, natural or man-made pandemic or epidemic of health or other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction or 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 participation process or the operation of the Contest or to be acting in violation of these Official Rules or any other Contest or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Only the type and quantity of prize described in these Official Rules will be awarded. The invalidity or unenforceability of any provision of these rules shall 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 rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.
Limitations of Liability: The Released Parties as set forth above are not responsible for: (1) 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; (2) technical failures of any kind, including, but not limited, to malfunctions, interruptions or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the participation process or the Contest; (4) technical or human error which may occur in the administration of the Contest or the processing of phone calls; or (5) 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.
Disputes/Governing Law: Entrant (agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Contest, other than those concerning the administration of the Contest or the determination of Winners or for any disputes arising from the loss or injury from the participation in a Prize, shall be resolved individually, without resort to any form of class action; (ii) any disputes arising out of these Official Rules (except for any disputes arising from the loss or injury from the use of Prizes) shall be submitted to final, binding arbitration conducted in California under the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services Inc. before a single, neutral arbitrator who is a former or retired California state or federal court judge with experience in entertainment matters who shall follow California law and the Federal Rules of Evidence and have no authority to award punitive damages. Either party may enforce a final arbitration award in any court of competent jurisdiction in California, including an award of costs, fees and expenses incurred in enforcing the award. Notwithstanding the foregoing, Released Parties shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of these Official Rules) in the state and federal courts of California. Any dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of these Official Rules), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in California; (iii) any and all claims, judgments and awards shall be limited to actual out-of- pocket costs incurred, including costs associated with entering this Contest, but in no event attorneys’ fees; and (iv) 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 any and all rights to have 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. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California.
Contest Winners: For the Contest Winners’ names (available after END DATE), send a hand-printed, self-addressed, stamped envelope to: Winners List, UPSIDE Chicken Has Landed Contest Winners, c/o UPSIDE Foods, Inc., 804 Heinz Ave, Berkley, CA 94710.
Official Rules: For a copy of these Official Rules, visit www.upsidefoods.com/contest-rules during the Contest Period or send a hand-printed, self-addressed, stamped envelope to: Official Rules – UPSIDE Chicken Has Landed Contest Rules, UPSIDE Foods, Inc., 804 Heinz Ave, Berkeley, CA 94710
Sponsor: UPSIDE Foods, Inc., 804 Heinz Ave, Berkley, CA 94710.
Administrator: Arrowhead Promotion & Fulfillment Co., Inc., 1105 SE 8th St, Grand Rapids, MN 55744.
NO PURCHASE NECESSARY. The UPSIDE Chicken Has Landed Contest is open to legal residents of the 50 US and DC, 18 and older (19 and older if resident of AL & NE). Enter between 6/21/23 at 12:01:00 AM PT and 6/26/23 at 11:59:59 PM PT. Subject to official rules at [WHERE WILL RULES LIVE?]. Void where prohibited, restricted, or taxed by law. Sponsor: UPSIDE Foods, Inc., 804 Heinz Ave, Berkley, CA 94710.