OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. ODDS OF WINNING WILL DEPEND UPON THE NUMBER OF ELIGIBLE ENTRIES. VOID WHERE PROHIBITED BY LAW.

1. SWEEPSTAKES PERIOD: The Big Chocotrients Sweepstake begins on December 16th, 2022 at 5:00 p.m. Greenwich Mean Time (“GMT”) and ends on December 26th, 2022 at 11:59 p.m. GMT (“Sweepstakes Period”).

2. ELIGIBILITY: Open to legal residents of the 50 United States, the District of Columbia (D.C.) and of the United Kingdom, who are eighteen (18) years of age or the age of majority in their state of residence (nineteen (19) years of age or older if a resident of Alabama or Nebraska, twenty-one (21) years of age or older if a resident of Mississippi), at time of entry, except for employees, officers and directors of UP FITNESS LIMITED (“Sponsor”), their affiliates, subsidiaries, agents and advertising and promotion agencies involved in the administration, development and fulfillment and execution of this Sweepstakes (collectively “Sponsor Affiliates”), and members of their immediate family (spouse, parents, siblings, and children) or persons living in the same household (whether related or not). The Sweepstakes is governed by these Official Rules. By entering this Sweepstakes, Participant accepts and agrees to these Official Rules and the decisions of the Sponsor, which shall be final in all matters. The Sweepstakes is subject to all applicable laws and regulations. Void where prohibited.

3. HOW TO ENTER: To enter, Participants must submit an entry (“Entry”) via Instagram (“Method of Entry”) during the Sweepstakes Period by following all the directions below: (1) Follow @ultimateperformancelive on Instagram, (2) Comment the Sweepstakes post by sharing your guess of our next Chocotrients flavor, (3) Mention (@) one (1) friend in the comments section of our Sweepstakes post, and (4) Add #Sweepstakes. During the Sweepstakes Period and until the winner’s announcement, make sure to set up your social media account to public. Please note, your guess for our next Chocotrients flavor will play no role in the determination of the winner. One entry per day/per person is permitted. Entries will be deemed to have been submitted by the authorized Instagram account holder. Entries in excess of this limit will be disqualified if discovered by Sponsor. All Entries must be received by 11:59 p.m. GMT on December 26th, 2022, to be eligible to win a prize in this Sweepstakes. For purposes of this Sweepstakes, an Entry is “received” when Sponsor’s servers record the Entry information. Sponsor will be the official timekeeper for this Sweepstakes. Each Participant is limited to one (1) email address. Multiple Entrants in this Sweepstakes are not allowed to share an email address. After the close of the Sweepstakes Period, winner(s) will be selected by random drawing from all eligible entries.

An Entry does not require a payment or a purchase of any kind and may only be made according to the method described above. Entrants must have a public Instagram account to enter this Sweepstakes. If a prospective Entrant is not already a member of Instagram, please visit www.instagram.com and follow the links and instructions to become an Instagram member, free of charge. Once the eligible Entrant has become an active Instagram member, visit Sponsor’s Instagram page @ultimateperformancelive for the theme-base post and follow the instructions to participate in this Sweepstakes. Data rates may apply if participant submits an Entry with a mobile phone or other Web-based device using your wireless service provider’s network. Check with your wireless service provider for details on these and any other applicable charges. Participants are solely responsible for any such wireless charges.

Publicity and marketing: Submission of an entry in the Sweepstakes constitutes permission to the Sponsor to use Entrant’s name, likeness, photograph, voice, opinions, and/or hometown and state, and any portion thereof in connection with the Sweepstakes, without further notice, approval, or compensation, unless prohibited by law.

Right to disqualify: Sponsor reserves the right to disqualify any individual from further participation in the Sweepstakes if Sponsor concludes, in its sole discretion, that such person: (a) has attempted to tamper with the entry process or other operation of the Sweepstakes; (b) failed to comply with or has attempted to circumvent these Official Rules; (c) has committed fraud or attempted to undermine the legitimate operation of the Sweepstakes; or (d) has acted toward Sponsor, any Sponsor Affiliates, or any other Entrant in an unfair, inequitable, annoying, threatening, disrupting, or harassing manner. This expressly includes but is not limited to any attempt to enter this Sweepstakes by using multiple email addresses or social media accounts, registrations, usernames, or identities, entries generated by a script, computer programs, macro, programmed, robotic or other automated means, more than the stated limits, incomplete, illegible, corrupted, damaged, destroyed, forged, false, lost, late or misdirected, deceptive or otherwise not in compliance with these Official Rules. If a dispute arises regarding compliance with these Official Rules, Sponsor may consider, in its sole discretion, data reasonably available to Sponsor through information technology systems in Sponsor’s control, but Sponsor will not be obligated to consider any data or other information collected from any other source. ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS 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. SPONSOR’S FAILURE TO ENFORCE ANY OF THESE OFFICIAL RULES SHALL NOT CONSTITUTE A WAIVER OF THAT PROVISION.


4. WINNER SELECTION: There will be a total of One (1) Prize winner during this Sweepstakes. A random drawing will be conducted on or about January 4th,2023 by the Sponsor to select the potential Prize winner(s) from among all eligible entries, which for the purpose of this Sweepstakes includes entries from the 50 United States, the District of Columbia and of the United Kingdom. All decisions of Sponsor or Administrator are final and binding. All Entries are subject to verification, confirmation, and compliance with the Official Rules. Odds of winning will depend upon the number of eligible entries.

Notification:

Shortly after the drawing date conducted on or about January 4th, 2023, Sponsor will attempt to notify the potential prize winner(s) via direct message to Participant’s Instagram account. IT IS THE ENTRANT’S SOLE RESPONSIBILITY TO CONFIGURE ENTRANT’S INSTAGRAM PRIVACY SETTINGS SO AS TO RENDER ENTRANT’S COMMENTS VIEWABLE BY SPONSOR, AND ENTRANT’S SWEEPSTAKES ENTRY INTO THIS SWEEPSTAKES WILL BE DEEMED THE ENTRANT’S CONSENT TO BE CONTACTED BY SPONSOR IN THE MANNER SET FORTH ABOVE. Potential prize winner becomes the “Winner” only after verification of eligibility by Sponsor. If a potential prize winner: (a) does not respond after the first attempted contact from Sponsor within 48 hours of initial notification attempt, (b) is not in compliance with these Official Rules, (c) does not meet the eligibility requirements, (d) declines the prize, or (e) does not sign and return required documents or provide required identification by deadlines established by Sponsor, he or she will be disqualified and the prize awarded to an alternate winner as determined by random draw done in the same manner as the original from the remaining eligible entries. Winning a prize is contingent upon fulfilling all requirements set forth herein, and potential prize winner(s) must sign and return any required Affidavit of Eligibility and Release. Prize will be delivered within four (4) to six (6) weeks of winner verification.

5. PRIZE(s): One (1) prize will be awarded in this Sweepstakes from among all eligible entries, which for the purpose of this Sweepstakes includes entries from the 50 United States, the District of Columbia and of the United Kingdom. The prize consists of a one (1) year supply of Ultimate Performance ‘Chocolate Whey Protein’ and ‘Chocotrients’, as described below, delivered in one (1) shipment by an applicable nominated carrier. Prize will be delivered within four (4) to six (6) weeks of winner verification, as stated in Section 4 above.

Any Prize represented in promotional materials is for illustration purposes only and may not be the exact item(s) offered as the prize, particularly since Prize descriptions for the U.S. and the U.K. may vary slightly to reflect differences in packaging, measures, and currency (subject to local laws and regulations). The claim of ‘one year’s supply’ is calculated to cover one serving of each product per day, per label instructions. If the winner is a U.S. resident, the prize will consist of the following: Thirteen (13) units, each unit corresponding to 900g of the Ultimate Performance Chocolate Whey Protein, and Nineteen (19) units of the Ultimate Performance Chocotrients. The approximate retail value (“ARV”) for the prize is of USD 1,486.00 (one thousand four hundred and eighty-six dollars). Total prize ARV value: USD 1,486.00. Prize includes all shipping & handling. If the winner is a U.K. resident, the prize will consist of the following: Three (3) units, each unit corresponding to 5kg of the Ultimate Performance Chocolate Whey Protein, and Nineteen (19) units of the Ultimate Performance Chocotrients. The approximate retail value (“ARV”) for the prize is of GBP £1,024.78. Total prize ARV value: GBP £1,024.78. Prize includes all shipping & handling.

Prize will consist of only those items specifically listed as part of the prize. Prize will be sent to address provided by winner after winner is verified and returns the completed Affidavit and Release. No PO boxes permitted. Unclaimed or returned prizes will not be awarded. Sponsor is not responsible for any legal, or other restrictions on winner’s use of the prize. The Sponsor is not responsible for and will not replace any lost, mutilated, or stolen prizes or any prize that is undeliverable or does not reach the winner because of an incorrect or changed mail address. No more than the stated prize will be awarded. No substitution or transfer of prize permitted by winner. Sponsor reserves the right to substitute a prize of equal or greater value if it deems necessary. All properly claimed prizes will be awarded, but in no event will Sponsor award more prizes than are provided for in the Official Rules. Each prize offered is provided “as is” with no warranty or guarantee either express or implied by Sponsor. Merchandise prizes or prize components (if any) carry no warranty other than that offered by manufacture. Sponsor has neither made nor is responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize, including but not limited to its quality, mechanical condition or fitness for a particular purpose. Other restrictions may apply. Each winner assumes sole responsibility for all expenses and incidental costs associated with the prizes not expressly included in the prize description above, including without limitation, all federal, state, and/or local taxes, including sales, use and income taxes (if any).

Taxes: Any legal U.S. resident who wins prizes through any UP Fitness-sponsored promotions with a cumulative value equal to or greater than $600 in a calendar year will receive an IRS 1099 MISC Form (or its equivalent) or other required tax document(s) reflecting the approximate retail value (“ARV”) of the prize won. All income taxes resulting from acceptance of prize are the responsibility of winner.

6. LIMITATION OF LIABILITY: By participating in this Sweepstakes, Participant agrees to release and hold harmless Sponsor, and any Sponsor Affiliates, each of their parent, subsidiary, affiliate, and related companies, and each of its and their respective officers, directors, employees, and agents (collectively the “Released Parties”) from and against any losses, damages (including punitive, incidental, and consequential damages), rights, claim, expenses (including attorneys’ fees) or cause of action of any kind arising, in whole or in part, directly or indirectly, out of participation in the Sweepstakes or resulting directly or indirectly, from acceptance, possession, use, or misuse of any prize awarded in connection with the Sweepstakes, including without limitation personal injury, death, and/or property damage, as well as claims based on publicity rights, defamation, and/or invasion of privacy. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

Disclaimer: The Released Parties 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 Sweepstakes, in the event of a conflict between any advertising materials published in connection with this Sweepstakes, the terms of these Official Rules shall prevail; (2) technical failures of any kind, including, but not limited to app, website or other platform malfunctions, interruptions, or disconnections in phone lines, or network hardware, or software; (3) unauthorized human intervention in any part of the participation or prize claim process for the Sweepstakes; (4) technical or human error which may occur in the administration of the Sweepstakes or the processing of entries or prize claims; 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 Sweepstakes, or receipt, or use of any prize or while traveling to or from any Promotion-related activity. In the event that production, technical, seeding, programming, or any other reasons cause more than the stated number of prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of prizes by a random drawing among all eligible, un-awarded, eligible prize claims.
Right to cancel or modify the Sweepstakes: Sponsor reserves the right to cancel or modify the Sweepstakes or any portion of it for any reason, including but not limited to, if fraud, misconduct, or a technical failure destroys the integrity of the Sweepstakes; or if a computer virus, bug, wireless failure, or other technical problem corrupts the administration, security, or proper administration of the Sweepstakes as determined by Sponsor, in its sole discretion. If Sponsor terminates the Sweepstakes, Sponsor will pick the winner(s) in a random drawing from among all eligible, non-suspect entries received as of the termination date, or in such other manner as Sponsor, in its sole discretion, deems fair and appropriate under the circumstances. Sponsor will post notice of its action on Sponsor’s promotional website. Sponsor also reserves the right, in its sole discretion, to modify these Official Rules for clarification purposes without materially affecting the terms and conditions of the Sweepstakes. Any failure by Sponsor to enforce any of these Official Rules will not constitute a waiver of such Official Rules. If there is a conflict between any term of the Official Rules and any marketing or entry materials used in connection with the Sweepstakes, the terms of these Official Rules will govern.

7. GOVERNING LAW AND FORUM: This Sweepstakes and these Official Rules will be governed by the laws of England and Wales, without regard to conflict of law principles. Any disputes arising from or relating to this Sweepstakes, these Official Rules (including their construction, validity, and enforceability), the prizes being awarded, and/or any rights or obligations hereunder will be adjudicated, individually (not by any class or representative action), exclusively in the State or Federal Courts located in Maryland. Any action seeking legal or equitable relief arising out of or relating to the Sweepstakes or these Official Rules shall be resolved individually, without resort to any form of class action, and brought only in the courts of Maryland. Participants irrevocably consent to the personal jurisdiction of said courts and waive any claim of forum non conveniens or lack of personal jurisdiction they may have.

8. USE OF TRADEMARKS: The use of a third-party trademark in connection with the prizes being awarded in this Sweepstakes is for the purposes of prize description only and such use is not intended to suggest or imply sponsorship, endorsement or the approval of this Sweepstakes.

9. PRIVACY POLICY: Any personal information collected during an Entrant’s participation in this Sweepstakes will be collected by Sponsor or its agent and used by Sponsor and its affiliates, agents and marketers for purposes of the proper administration and fulfillment of the Sweepstakes as described in these Official Rules and in accordance with Sponsor’s Privacy Policy as stated at http://ultimateperformance.com/privacy-policy/.

10. NO AFFILIATION WITH INSTAGRAM: This Sweepstakes is in no way sponsored, endorsed or administered by, or associated with, Instagram. By entering this Sweepstakes, entrants agree to release Instagram, its affiliated entities and their respective officers, directors, shareholders, agents, employees, and representatives from any and all claims, demands, causes of action, losses, expenses, costs and liabilities of any nature whatsoever that the entrant may have against any of them which may arise out of or in connection with the Sweepstakes. Any questions, comments or complaints regarding the Sweepstakes should be directed to Sponsor, not Instagram.

WINNER’S LIST AND OFFICIAL RULES: For confirmation of the winner’s name (first initial, last name) and city of residence, or for a copy of the Official Rules, send an email to customercare@upfitness.com. Include the name of this Sweepstakes “The Big Chocotrients Sweepstake” and specify either “winner’s list” or “official rules” in the subject line. These Official Rules will be available at https://uk.ultimateperformance.com/terms-and-conditions/chocotrients-competition-terms-and-conditions and on @ultimateperformancelive.

11. SPONSOR AND ADMINISTRATOR: UP FITNESS LIMITED, 3rd Floor, Acresfield, 8-10 Exchange Street, Manchester, M2 7HA, United Kingdom.