NO PURCHASE NECESSARY. A PURCHASE WILL NOT IMPROVE YOUR CHANCE OF WINNING.
PROMOTION DESCRIPTION: The “Atkins Shake Lover” Sweepstakes (the “Sweepstakes”) begins on or about May 3, 2020 at 12:01 a.m. Pacific Time (“PT”) and ends on May 5, 2020 at 11:59 p.m. PT (the “Sweepstakes Period”). At the end of the Sweepstakes Period, a random drawing will be conducted to select up to twenty-four (24) winners from among all eligible entries received, as set forth more fully below. Entry in the Sweepstakes does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Sweepstakes, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Atkins (Simply Good Foods USA, Inc. and its affiliates, with a business address at 1225 17th Street, Suite 1000, Denver, Colorado 80202 (“Sponsor”)), which shall be final and binding in all respects.
1. Eligibility: The Sweepstakes is open to legal residents of the 50 United States and the District of Columbia (“U.S.”), who are located in the U.S. and are at least eighteen (18) years of age, or the age of majority in their state of residence (19 in Alabama and Nebraska; 21 in Mississippi), or older at the time of entry, who have an Instagram account (the “Account”). Signing up for an Instagram account is free. The Sweepstakes is governed by U.S. law and is subject to all applicable federal, state and local laws and regulations. Officers and directors of Sponsor, Simply Good Foods USA, Inc., and their respective parents, affiliates, subsidiaries, advertising, promotion agencies (all such individuals and entities collectively referred to herein as the “Sweepstakes Entities”) and the immediate family members and/or those living in the same household of each are not eligible to participate in the Sweepstakes or win a prize. Void where prohibited. Winning a prize is contingent upon fulfilling all requirements set forth herein. Each entrant acknowledges that the Sweepstakes is not sponsored or administered by Instagram.
2. How to Enter: During the Sweepstakes Period, eligible entrants may enter by posting a comment on the designated post on the @Atkins Instagram account (the “Post”) that includes their favorite Atkins shake and the hashtag #sweeps. Commenting must occur during the Sweepstakes Period. For purposes of the Sweepstakes, “receipt” of an Entry occurs when an entrant posts a comment on the Post (collectively an “Entry”). Each Entry must comply with the “Entry Requirements” set forth below.
For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, each entrant into the Sweepstakes hereby irrevocably grants Sponsor, its successors and assigns, a non-exclusive license (but not the obligation) to reproduce, publicly perform, stream, exploit and otherwise use the Entry and any other material submitted by entrant in connection with the Sweepstakes (including, but not limited to success stories) (the “Materials”) throughout the universe, in perpetuity, for any reason whatsoever, including but not limited to the advertising, marketing, publicity and promotional purposes in connection with Sponsor’s products and services in any and all media, throughout the universe in perpetuity, without further notice to, consent by, or payment to entrant. Without in any way limiting the foregoing, Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the Materials for any purpose which Sponsor deems necessary or desirable, and each entrant irrevocably waives any and all so-called moral rights they may have therein. Sponsor shall have the right to freely assign its rights hereunder, in whole or in part, to any person or entity. Sponsor shall retain the rights granted in the Materials even if the Entry or Materials are disqualified or fail to meet the Entry Requirements.
3. Winner Selection and Notification. At the end of the Sweepstakes Period, up to twenty-four (24) winner(s) will be randomly selected in a drawing from all eligible entries received throughout the Sweepstakes Period. The drawing will be conducted by Sponsor or its designee, using randomization methods selected by Sponsor in its sole discretion. A potential winner will be notified by Instagram direct message at the Account used by the Entrant to enter the Sweepstakes. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by a potential winner for any reason. If, despite Sponsor’s reasonable efforts, the potential winner does not respond to the direct message by May 15, 2020, he or she will automatically forfeit his or her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified, and an alternate Prize Winner may be selected. Sponsor may successively attempt to contact up to twenty-four (24) potential winner(s) of an applicable prize in accordance with such procedure, and if there is still no confirmed winner(s) of such applicable prize after such attempts have been made, if any, such prize may go unawarded.
4. Prizes/Odds: Up to twenty-four (24) winners will receive one (1) 4-pack of Atkins Shakes consisting of the following assortment: one (1) Creamy Vanilla, one (1) Milk Chocolate, one (1) Mocha Latte, and one (1) Strawberry (total prize approximate retail value [“ARV”] of each prize $7.29). Product will be selected at random by Sponsor. Odds of winning depend on the number of eligible entries received during the Sweepstakes Period. No cash alternative or substitution of prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prize(s) of comparable value if any prize listed is unavailable, in whole or in part, for any reason. Applicable portions of prizes will be delivered only to an address in the United States. The total ARV of all prizes is $174.96.
5. General Prize Conditions. Prizes will be awarded only if the potential prize winner fully complies with these Official Rules. All portions of the prize(s) are non-assignable and non-transferable. Prizes pictured in point-of-sale, online, television and print advertising, promotional packaging, and other Sweepstakes materials are for illustrative purposes only. Actual prize(s) may vary from the prize(s) pictured. All details and other restrictions of the prize(s) not specified in these Official Rules will be determined by Sponsor in its sole discretion. No cash alternative or substitution of the prize(s) will be allowed, except Sponsor reserves the right in its sole discretion to substitute prize(s) of comparable value if any prize listed is unavailable, in whole or in part, for any reason. Each prize winner shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the applicable prize. Each potential winner may be required to execute an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release (collectively, “Prize Claim Documents”). If any potential winner fails or refuses to sign and return all Prize Claim Documents within time period specified in the prize notification, the winner may be disqualified and an alternate winner may be selected.
6. Nature of Relationship/Waiver of Equitable Relief: Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Released Parties is not a confidential, fiduciary, or other special relationship, and that the entrant’s decision to provide the entrant’s Entry to Sponsor for purposes of the Sweepstakes does not place the Released Parties in a position that is any different from the position held by members of the general public with regard to elements of the entrant’s Entry. Each entrant understands and acknowledges that the Released Parties have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own employees. Each entrant also acknowledges that many ideas or stories may be competitive with, similar or identical to the Entry or Materials and/or each other in theme, idea, plot, format or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of any Released Parties’ use of any such similar or identical material. Each entrant acknowledges and agrees that the Released Parties do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Entry and/or Materials, as applicable. Finally, each entrant acknowledges that, with respect to any claim by entrant relating to or arising out of a Released Parties’ actual or alleged exploitation or use of any Entry, Materials, or other material submitted in connection with the Sweepstakes, the damage, if any, thereby caused to the applicable entrant will not be irreparable or otherwise sufficient to entitle such entrant to seek injunctive or other equitable relief and entrant’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
7. No Obligation to Use: Sponsor shall have no obligation (express or implied) to use any Entry or any Materials, or to otherwise exploit any Entry or Materials or, if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of the Entry or Materials for any reason, with or without legal justification or excuse, and entrants shall not be entitled to any damages or other relief by reason thereof.
Sponsor makes no warranties, and hereby disclaims any and all warranties, express or implied, concerning any prize furnished in connection with the Sweepstakes. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SPONSOR HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
8. General Liability Release/Force Majeure: Acceptance of a prize constitutes winner’s permission for the Sweepstakes Entities to use winner’s name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter developed, in perpetuity, without further compensation. Entrants agree that the Sweepstakes Entities and Instagram, Inc. (A) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Sweepstakes or any Sweepstakes-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize, and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant’s, or any other person’s, computer system which is occasioned by participating in the Sweepstakes, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Sweepstakes, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Sweepstakes, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. No mechanically reproduced, illegible, incomplete, forged, software-generated or other automated multiple Entries will be accepted. If a dispute as to the identity of the individual who actually submitted an Entry cannot be resolved to Sponsor’s satisfaction, the affected Entry will be deemed ineligible. Sponsor reserves the right to modify, extend, suspend, or terminate the Sweepstakes if it determines, in its sole discretion, that the Sweepstakes is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor’s control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Sweepstakes as contemplated herein. In the event an insufficient number of eligible Entries are received and/or Sponsor is prevented from awarding prizes or continuing with the Sweepstakes as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of 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 other cause not reasonably within Sponsor’s control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, or terminate the Sweepstakes. If the Sweepstakes is terminated before the designated end date, Sponsor will (if possible) select the winner in a random drawing from all eligible, non-suspect Entries received as of the date of the event giving rise to the termination. Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. Only the type and quantity of prizes described in these Official Rules will be awarded. If, for any reason, more bona fide winners come forward seeking to claim prizes in excess of the number of each type of prize set forth in these Official Rules, the winners, or remaining winners, as the case may be, of the advertised number of prizes available in the prize category in question may be selected in a random drawing from among all persons making purportedly valid claims for such prize(s). Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor. 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.
9. Publicity Release: Except where prohibited, participation in the Sweepstakes constitutes each entrant’s consent to the Sweepstakes Entities’ use of entrant’s name, Account name, likeness, photograph, voice, opinions and/or hometown and state for promotional purposes in any media, worldwide, in perpetuity, without further payment or consideration, and entrant releases the Sweepstakes Entities from all claims arising out of the use of such information.
10. Governing Law / Jurisdiction: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR SPONSOR IN CONNECTION WITH THE SWEEPSTAKES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS.
11. Arbitration Provision: By participating in this Sweepstakes, each entrant agrees that any and all disputes the entrant may have with, or claims entrant may have against, the Sweepstakes Entities relating to, arising out of or connected in any way with (i) the Sweepstakes, (ii) the awarding or redemption of any prize, and/or (iii) the determination of the scope or applicability of this agreement to arbitrate, will be resolved individually and exclusively by final and binding arbitration administered by the National Arbitration Forum (the “Forum”) and conducted before a sole arbitrator pursuant to the Code of Procedure established by the Forum. The arbitration shall be held at a location determined by the Forum pursuant to the Code of Procedure, or at such other location as may be mutually agreed by the participant and Sponsor. The arbitrator’s decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable participant may have entered into in connection with the Sweepstakes. There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the participant’s and/or Sponsor’s individual claims and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator shall not have the power to award punitive damages against the participant or Sponsor. For more information on the Forum and/or the Forum’s Code of Procedure, please visit their website at www.arb-forum.com. If any part of this Arbitration Provision is deemed to be invalid or otherwise unenforceable or illegal, the balance of this Arbitration Provision shall remain in effect and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein.
12. Winners List: To obtain a copy of any legally-required winners list, send a self-addressed stamped envelope to: “Atkins Shake Lover Winners List”, 1225 17th Street, Suite #1000, Denver CO 80202. All such requests must be received by 05/31/20.
13. Sponsor: Atkins (Simply Good Foods USA, Inc. and its affiliates with its place of business at 1225 17th Street, Suite 1000, Denver, Colorado 80202).