Ultimate UFC GYM Giveaway

Official Rules (“Official Rules”)

THESE TERMS AND CONDITIONS ARE A CONTRACT—READ THEM CAREFULLY. WITHOUT LIMITATION, THIS CONTRACT INCLUDES A RELEASE FROM YOU, AND A LIMITATION OF CERTAIN OF YOUR RIGHTS AND REMEDIES.

NO PURCHASE NECESSARY. PURCHASES DO NOT INCREASE ODDS OF WINNING. ODDS OF WINNING DEPEND ON NUMBER OF ELIGIBLE ENTRIES RECEIVED. VOID WHERE PROHIBITED.

1. Promotion and Sponsor: Participation in the Ultimate UFC GYM Giveaway (the “Promotion”) constitutes Entrant’s (as defined below) full and unconditional agreement to these Official Rules. Entrant is free to disclaim any prize and status as Entrant, and as a result will not be eligible to receive any prize. The Promotion is co-sponsored and co-administered by U Gym, LLC (“UFC GYM”) and P5 Wear LLC (“P5” and, together with UFC GYM, collectively, “Sponsor”). All decisions related to, as well as all interpretation of, these Official Rules by Sponsor are final and binding. While this Promotion may be promoted via social media websites, such websites are not affiliated with Sponsor or this Promotion. This Promotion is in no way sponsored, endorsed or administered by, or associated with Instagram, Facebook, X (formerly known as Twitter), TikTok, Threads, Snapchat or any other site or medium that might host content where information about this Promotion is posted or published (collectively, “Content Hosts”).

2. Promotion Period: The Promotion begins on September 1, 2023 at 12PM Pacific time and ends on September 15, 2023 at 12PM Pacific time (the “Promotion Period”). Only entries submitted and received during the Promotion Period will be accepted. Sponsor is the official timekeeper of this promotion. Sponsor shall have the sole discretion in determining the timeliness of any action or inaction related to the Promotion. Sponsor reserves the right to terminate, extend, suspend or otherwise modify the entry period for Promotion. The foregoing right to modify the Promotion Period may be exercised in the sole discretion of Sponsor, including, without limitation, if Sponsor determines that the Promotion is not capable of running as planned due to tampering, unauthorized intervention, fraud, technical failures, or from causes beyond the reasonable control of Sponsor or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Promotion.

3. Eligibility: The Promotion is only open to legal residents of one of the fifty United States or the District of Columbia, age 18 or older. Anyone under the age of 18 is not eligible to enter the Promotion. Sponsor, employees of Sponsor, UG Franchise Operations, LLC, UFC Gym franchisees, and each of their respective partners, affiliates, subsidiaries, contractors, officers, directors, managers, members, advertising and promotion agencies, employees, or judges (collectively, the “Promotion Entities”) and any other individual or company involved in the development or execution of the Promotion and the immediate family members and/or those living in the same household of each are not eligible to participate in the Promotion. Legal entities are not eligible to enter. Eligibility is contingent upon agreement to, compliance with, and fulfillment of all requirements of these Official Rules. Participation in the Promotion in any way, including submission of any entry or the partial completion of any act of entry or any other step taken to participate in the Promotion in any manner, constitutes full and unconditional agreement with all provisions of these Official Rules.

4. How to Enter: NO PURCHASE NECESSARY. PURCHASES DO NOT INCREASE ODDS OF WINNING. There is one method of entry, which is entry via Instagram during the Promotion Period, and no other method of entry will be accepted. By participating in the Promotion in any way you will become an “Entrant.” Each Entrant who enters using the below method of entry will receive one entry in the Promotion. Limit one eligible entry per person and per Instagram account. To enter the Promotion via Instagram, you must have a valid, public (i.e., not “private” or “protected”) Instagram account and follow the instructions below. If you do not have an Instagram account, visit www.instagram.com and register in accordance with the enrollment instructions for a free Instagram account. To enter the Promotion via Instagram, complete the following instructions: (a) “Like” the UFC GYM Promotion Launch Post – On September 1, 2023, UFC GYM will make a post on its official Instagram account @ufcgym, which post will announce the official launch of the Promotion (the “Launch Post”). “Like” this Launch Post using your Instagram account. (b) Follow @UFCGYM on Instagram to stay in the loop with all things fitness and fun! (c) Tag 3 Friends in the comments to the Launch Post who are just excited as you are! All information submitted via Instagram is subject to Instagram’s Terms of Use accessible at: https://help.instagram.com/478745558852511, Instagram’s Privacy Policy accessible at: https://www.instagram.com/about/legal/terms/api/ and all other terms and conditions required by Instagram. No entry shall contain any language or imagery which Sponsor deems, in its sole and absolute discretion, to be inappropriate, indecent, obscene, hateful, tortious, defamatory, or that promotes discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation, or age. Sponsor reserves the right, in its sole discretion, to disqualify any entry that contains any such language or imagery or which otherwise may be in violation of any law. Late, incomplete and/or inaccurate entries and entries not complying with all Official Rules are subject to disqualification. Any form of automated entry, including by the use of macros, scripts or bots, will be disqualified. Furthermore, by entering, each Entrant represents and warrants that each entry complies with these Official Rules in full. Entries must not contain any material that Sponsor, in its sole discretion, deems inappropriate for public viewing and/or determines is contrary to Sponsor’s mission. Sponsor reserves the right in its sole discretion to disqualify and/or not accept any entry that Sponsor determines does not or is likely not to comply with these guidelines.

5. Conditions of Entry: By entering or participating in this Promotion, Entrant agrees to be bound by these Official Rules and the decisions of Sponsor and its authorized representatives, which are final and binding in all matters concerning this Promotion. Entries not legitimately submitted in accordance with these Official Rules are void. Only qualified entries received by Sponsor during the Promotion Period are eligible for participation. All entries become the property of Sponsor and will not be acknowledged or returned. Entrants may be required to provide the following information to be eligible for a Promotion prize: first, middle and last name, month, day and year of birth, email address, complete mailing address (including city, state, and zip code) and phone number (including area code) (collectively or individually, “Personal Information”). All requested Personal Information must be provided to participate in the Promotion and to be eligible to win a prize. Unintelligible entries; entries with incomplete, invalid, incorrect, or noncurrent information; and entries that are counterfeit, damaged, or tampered with in any way will be disqualified. Entries that are late, lost, damaged, misdirected, or not delivered are not the responsibility of Sponsor and will be disqualified. Sponsor is not responsible if a potential winner does not receive a prize because erroneous, expired, canceled, fraudulent, or fake information was provided during registration on the Instagram platform or during the Promotion. Proof of sent entry and/or entry receipt does not constitute proof of actual receipt of entry by Sponsor for purposes of this Promotion. Participation must be by Entrant. Participation by any other individual or entity, or originating at any other website, email address, phone number, or Instagram account, including, but not limited to, commercial promotion, subscription notification, and promotion entering service sites, is invalid and will be disqualified from this Promotion. Any attempt by any Entrant to obtain more than the stated number of entries by using multiple email addresses, phone numbers, identities, registrations, or logins; entries through a sweepstakes club or similar entity; or any other unauthorized method of entry will void all of Entrant’s entries and Entrant will be disqualified from the entire Promotion. Submitting mass entries or entries generated by an automated program, script, or macro, or the use of any other similar device, program, or method to enter this Promotion is prohibited and will result in disqualification. In the event of a dispute as to the identity of Entrant, the authorized account holder of the email address associated with the Instagram account used to enter will be deemed to be Entrant. A potential winner may be required to show proof of being the authorized account holder. The “authorized account holder” of an email address is the natural person assigned to that email address by any organization (business, educational institution, etc.) responsible for assigning accounts to that email address. If the identity of the individual who actually participated in the Promotion cannot be resolved to Sponsor’s satisfaction, the affected individual’s entry will be deemed ineligible. Sponsor may, in its sole discretion, disqualify any individual it finds to be in violation of these Official Rules, tampering with the entry process or the operation of the Promotion (including, but not limited to, tampering with websites, email addresses, Instagram accounts, or phone numbers), or acting in a non-sportsmanlike or disruptive manner. Any attempt to undermine the operation of the Promotion may be a violation of criminal or civil law, and Sponsor may seek damages to the fullest extent permitted by law from any person it finds to have made such an attempt.

6. Prizes: There is one (1) prize available to be won. Approximate Retail Value (“ARV”) of the prize is one hundred dollars ($100). Grand Prize. The prize is an online credit in the amount of $100 available to use towards UFC GYM retail products available at shop.ufcgym.com. Any portion of a prize that is not used is forfeited. All prizes must be accepted as awarded without substitution and are not, in whole or in part, assignable, transferable, or available for resale. Prizes have no cash surrender value, except where required by law. Sponsor has made no warranty, representation, or guarantee, express or implied, in fact or in law, with respect to any prize. This includes, without limitation, any warranty, representation, or guarantee related to any prize’s quality or fitness for a particular purpose. Prizes are subject to availability and Sponsor may substitute a prize (or a component thereof) with another prize of equal or greater value if the prize is not available for any reason, as determined in Sponsor’s sole discretion. Other prize substitution options are available where required by law. Federal, state, and local taxes and all other costs and expenses associated with acceptance and use of any prize not specified herein as being awarded are the winner’s sole responsibility. Prize specific terms and conditions apply. Any prize details not specified above will be determined by Sponsor in its sole discretion. If any potential winner is disqualified, not eligible, or for any other reason cannot accept the prize as stated, then Sponsor may randomly select a new potential winner from the remaining pool of eligible Entrants. Where legal, each winner may be required to submit, without alteration and in the form provided by Sponsor, a completed and signed Affidavit of Eligibility and Liability & Publicity Release (the “Release”), along with a properly completed U.S. Department of the Treasury Internal Revenue Service Form W-9, within the required time period communicated in the Release to be eligible to receive or participate in any prize. Winner may be issued a U.S. Department of the Treasury Internal Revenue Service Form 1099 and related tax forms for the actual value of the prize provided by Sponsor. Only the number of each prize set forth in these Official Rules will be awarded. In the event that any mistake, failure, or discrepancy causes more than the stated number of prizes as set forth in these Official Rules to be promoted, noticed, or claimed, Sponsor may award only the stated number of prizes by conducting a random drawing from among all legitimate, unawarded, eligible prize claims.

7. Winner Determination and Verification: The process leading to the random selection of the potential prize winner is within the sole discretion of Sponsor. Within a reasonable time after the end of the Promotion Period, the potential winner will be randomly drawn from the pool of all eligible entries received during the Promotion Period. The potential winner is subject to eligibility verification, on an ongoing basis, by Sponsor, whose decisions are final and binding. An Entrant is not a winner of any prize, even if notified of being a winner and/or issued any item of value, unless and until Entrant’s eligibility has been, and continues to be verified to the satisfaction of Sponsor. To be verified as eligible to receive a prize, the potential winner must fulfill all requirements and continue to comply with all terms and conditions of these Official Rules, and not be disqualified for any reason. Within a reasonable time after the end of the Promotion, Sponsor, using the @ufcgym Instagram account, will notify the potential winner via direct message to the potential winner’s Instagram account used at the time of entry (the “Prize Notification”). To claim the prize, the potential winner must respond to the Prize Notification within forty-eight (48) hours of its dispatch by Sponsor by replying to the direct message from @ufcgym on Instagram and is required to provide all requested information (including, without limitation, the signed Release) within forty-eight (48) hours of the first contact or attempted contact from Sponsor or the potential prize may be forfeited. If a potential winner of any prize cannot be contacted using the information provided, or fails to respond to the Prize Notification and/or return the signed Release within forty-eight (48) hours; if any prize or notification is returned as undeliverable or yields an error or undeliverable type “bounce back” email (regardless if the message is ultimately delivered to the recipient); if the potential winner fails to sign and return the Release or any other required documentation or fails to comply with these Official Rules; if a potential winner is unable or unwilling to accept the prize (or any portion) as stated; or if the potential winner cannot be verified as eligible for any reason at any time before, during, or after the Promotion Period, the potential winner is disqualified and forfeits the prize (or relevant portion), and an alternate potential winner will be randomly selected from among the remaining eligible entries. Sponsor shall have no liability for a potential winner’s failure to receive notices due to such potential winner’s failure to check Instagram messages; due to spam, junk e-mail or other security settings; or for such potential winner’s provision of incorrect or otherwise non-functioning contact information. Sponsor may, in its sole discretion, announce the name of winner on the @ufcgym Instagram account, on www.ufcgym.com or in other forms of communication. The receipt by winner of the prize is conditioned upon compliance with any and all federal and state laws and regulations. In the event that an Entrant or potential winner is disqualified or fails to claim a prize for any reason, the foregoing process will be repeated until all prizes are awarded. A winner list may be obtained by printing the requestor’s name, address, city, state or province/territory and zip or postal code and sending a stamped, self-addressed envelope to UFC GYM, Attn: Ultimate UFC GYM Giveaway Promotion Winner List, 1501 Quail Street, Suite 100, Newport Beach, CA 92660. Limit one request per person, per household. Odds of winning any prize depend on the number of eligible entries received. ANY VIOLATION OF THESE OFFICIAL RULES BY WINNER (AT SPONSOR’S SOLE DISCRETION) WILL RESULT IN WINNER’S DISQUALIFICATION AS WINNER OF THE PROMOTION AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED.

8. Limitations of Liability; Releases: By entering or participating in this Promotion or any prize in any way, each Entrant and winner agrees to indemnify, defend, and hold harmless, and thereby does release and discharge UFC GYM, P5, the other Promotion Entities, the Content Hosts, and each of their respective parent and affiliate companies, vendors, suppliers, consultants, sub-contractors, distributors, legal counsel, and advertising, marketing, public relations, and promotional/fulfillment agencies, and each of their respective parent companies and each such company’s officers, directors, employees and agents, as well as the immediate family (spouse, parents, siblings and children) and household members of each such individual (collectively, the “Released Parties”) from and against any loss, damage, injury, claim, or cause of action related in any way whatsoever to this Promotion, these Official Rules, or the rights, consents and licenses granted to Sponsor under these Official Rules, including, but not limited to, infringement of any right of publicity or intellectual property; threatened or actual injury, loss or damage to any person, including death and disability; defamation or portrayal in a false light (intentional and unintentional); invasion of privacy; and damage to or loss of property, arising out of such Entrant’s participation in the Promotion or receipt or use, non-use or misuse of any prize. To the maximum extent allowed by law, in no event will Released Parties be responsible or liable for any damages or losses of any kind, including indirect, incidental, consequential or punitive damages arising out of this Promotion. (Some jurisdictions may not allow the limitations or exclusion of liability for incidental or consequential damages or exclusion of implied warranties. Check local laws for restrictions regarding these limitations or exclusions.) Entrants waive any right to claim ambiguity in these Official Rules. The Released Parties are not responsible for: (1) technical failures of any kind; (2) incorrect or inaccurate information, whether caused by Entrants, any internet or email service provider, any promotional or advertising agency, computing errors, or by any of the equipment or programming associated with or utilized in the Promotion; (3) unauthorized human intervention in any part of the entry process or the Promotion; (4) technical or human error that may occur in the administration of the Promotion, the processing of entries or the announcement of any winners and prizes; (5) any injury or damage to persons or property, including without limitation computers, phones, and tablets, that may be caused, directly or indirectly, in whole or in part, by Entrant’s participation in the Promotion or access to the Promotion materials; (6) the receipt, use or misuse of any prize; or (7) any other errors in any materials, information, or announcements associated with the Promotion. If for any reason an Entrant’s entry is confirmed by Sponsor to have been erroneously deleted, lost, or otherwise destroyed or corrupted by Sponsor, Entrant’s sole remedy is another entry in the Promotion, subject to availability and provided that the Promotion Period has not then expired. EACH ENTRANT AND WINNER WAIVES CALIFORNIA CIVIL CODE § 1542 (AND ALL SIMILAR LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES), WHICH READS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH ENTRANT AND WINNER, REPRESENTS AND WARRANTS FULL UNDERSTANDING OF, AND ACKNOWLEDGES THE SIGNIFICANCE AND CONSEQUENCE OF, WAIVER OF CALIFORNIA CIVIL CODE § 1542 (AND ALL SIMILAR LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES).

9. License from Entrant: To the extent allowed by law, participation in the Promotion in any way or acceptance of, or participation in, any prize constitutes each Entrant’s and the winner’s consent for, and grant of a non-exclusive, sub-licensable and assignable license to Sponsor to use, publish, post, or display Entrant’s and the winner’s name, social media handles, likeness, photograph, voice, opinions, statements, prize information, biographical information, and hometown and state, regardless of whether altered, distorted, or used alone or with other material, in Sponsor’s sole discretion, for promotional, advertising, trade, and publicity purposes in any medium now known or later discovered, worldwide and in perpetuity, without review or approval, and without further notice, payment, or consideration of any kind. All rights, consents and licenses granted to Sponsor under these Official Rules or the Release will survive the termination of this Promotion. Such consents and licenses may only be revoked in writing, and the mere ending of this Promotion or Promotion Period is not sufficient to revoke such consents or licenses.

10. Publicity & Marketing: Submission of an entry in the Promotion constitutes permission, but not the obligation, to the Sponsor to use Entrant’s name, identity, title, likeness, distinctive appearance, physical likeness, image, portrait, picture, photograph (whether still or moving), screen persona, voice, vocal style, statements, gesture, mannerism, personality, performance characteristic, biographical data, signature, and any other indicia or imitation of identity or likeness for purposes of advertising and trade, in any medium, without further notice, approval, or compensation, unless prohibited by law. Entrant may opt-out of receiving such communications as set forth in Sponsor’s Privacy Policies, as set forth at the end of this Section, or as provided within any such marketing materials (e.g., using the “Unsubscribe” feature provided in the footer of Sponsor’s emails). You understand that you are providing your information to Sponsor. The information you provide to Sponsor will only be used in accordance with UFC GYM’s Privacy Policy located at www.ufcgym.com/privacy and P5’s Privacy Policy located at https://shop.ufcgym.com/pages/privacy.

11. Right to Modify or Cancel: The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. In the event any provision is found invalid or unenforceable, these Official Rules will otherwise remain in effect in accordance with their terms as if the invalid or unenforceable provision was never included. Sponsor’s failure to enforce any provision of these Official Rules does not constitute a waiver of that provision. Sponsor may cancel, suspend or modify the Promotion or any part of it, in any way, if Sponsor determines in its sole discretion that the Promotion is not capable of executing as Sponsor intended, or that any mistake, clerical or typographical error, omission, fraud, technical failure, tampering, computer virus, or other factor, technical or otherwise, beyond Sponsor’s reasonable control, impairs or may impair Sponsor’s ability to properly conduct the Promotion, subject to any applicable law or regulation. In such event, Sponsor may, but is not obligated to, award any applicable prize(s) by conducting a random drawing from among the eligible entries received up to the time of the cancellation, suspension, or modification of the Promotion. Inclusion in such random drawing is Entrant’s exclusive remedy under such circumstances. In the event of an inconsistency between these Official Rules and any disclosure or other statement contained in any Promotion-related materials, including, but not limited to, a Promotion entry form or any point-of-sale, radio, television, print, or online advertising, these Official Rules will prevail and govern.

12. Disputes: Except where prohibited by law, Entrant agrees that: (1) all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded will be resolved individually, without resort to any form of class action, and exclusively by the appropriate federal or state court located in Orange County, California; and (2) all claims, judgments and awards will be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion, but in no event attorneys’ fees. Under no circumstances will Entrants be permitted to obtain awards for, and Entrants hereby waive all rights to claim punitive, incidental, special, or consequential damages, or any other damages, including attorneys’ fees, and Entrants further waive all rights to have damages multiplied or increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights or obligations of Entrant or Sponsor in connection with the Promotion, are 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 that would cause the application of the laws of any other jurisdiction.

13. Privacy: By entering this Promotion, Entrant agrees to Sponsor’s manner of collection, use, retention, and disclosure of Entrant’s Personal Information submitted in connection with the Promotion. Personal Information collected from Entrant is subject to UFC GYM’s Privacy Policy located at www.ufcgym.com/privacy and P5’s Privacy Policy located at https://shop.ufcgym.com/pages/privacy.