Honda x Hemlock Instagram Contest

The Hemlock Hat Co. Instagram Contest (the “Contest”) is an Instagram picture submission contest sponsored and administered by Hemlock Hat Company, Inc., in conjunction with American Honda Motor Co., Inc.’s (“Honda”) promotional partnership.  Your participation in the Contest constitutes your unconditional agreement to and acceptance of these rules (the “Official Rules”), which are final and binding in all matters relating to or arising out of the Contest.  Your eligibility to win the Contest is contingent upon fulfilling all requirements set herein.  The Contest is in no way sponsored, endorsed, or administered by, or in association with, Instagram.

No purchase necessary to enter or win. A purchase will not increase your chances of winning. Void where prohibited. Valid only in the U.S. (Excluding U.S. territories). Entry in this contest constitutes your acceptance of these official rules. 

This Contest is sponsored solely by Hemlock Hat Company, Inc. (“Sponsor”).  Any questions, comments or complaints regarding the Contest must be directed to Sponsor at support@hemlockhatco.com.

1. WHO MAY ENTER. You may enter the Contest if (a) you have an Instagram account with public settings at all times during the Contest Period (defined below); (b) you are at least 18 years of age or older at the time of entry; and (c) you agree to be bound by the terms and conditions set forth herein.  For purposes of the Contest, “Entrant” means the person who posts their submission on Instagram on behalf of himself/herself. Employees, officers, directors and their immediate family members of Hemlock Hat Company, Inc., Honda and each of their respective parent company(ies), subsidiaries, affiliates, agents, licensees, directors, officers and employees, suppliers, advertising and promotion agencies, legal and financial advisors, and any and all other companies associated with this Contest are ineligible to enter. For purposes of this Contest, "immediate family members" means parents, spouses, children, siblings, in-laws, grandparents as well as each of their spouses and household members, whether related or not. 

2. CONTEST PERIOD.The Contest begins at approximately 6:00 p.m. Pacific Time (“PT”) on May 7, 2019, and ends at 11:59:59 p.m. PT on July 27, 2019 (the “Contest Period”).  Pictures submitted on Instagram outside the Contest Period or that otherwise do not conform with the Official Rules will not be eligible for consideration.  

3. CONTEST DESCRIPTION. During the Contest Period, Entrants must 1) post one (1) public Instagram post wearing an officially licensed Honda x Hemlock straw sun hat; 2) tag @hemlockhatco and @honda_powersports_us; and 3) use the hashtags #Hemlockcontest and #HemlockxHonda.  At the end of the Contest, Sponsor’s judges (the “Judges”), in their sole discretion, will select one (1) Contest winner to receive one (1) 2019 Honda CRF110F.  There is no limit on the number of submissions; however, each entry must be substantially different from any prior entries you submit to receive consideration for each submission.

1. SUBMISSION RESTRICTIONS. In addition to the foregoing, submissions to the Contest may not contain any content that:
1. Contains copyrighted materials owned by others (e.g., still photos and other published works of original authorship) that are used without permission;
2. Contains material that violates or infringes another’s rights, including but not limited to, publicity or intellectual property rights;
3. Is profane, pornographic, sexually explicit, or suggestive or contains nudity;
4. Promotes or displays violence or weapons of any kind;
5. Promotes or depicts use of illegal drugs;
6. Promotes bigotry, racism, hatred, or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
7. Contains material that is inappropriate, indecent, obscene, hateful, slanderous, libelous, or otherwise tortious;
8. Defames, misrepresents, or contains disparaging remarks about people, brands, products, or companies;
9. Appears to duplicate any other submission to the Contest;
10. Communicates messages or images that are inconsistent with the positive images and/or goodwill that Sponsor wishes to associate; and/or
11. Depicts illegal activity or otherwise violates any law.

Your submission must not infringe upon the copyrights, trademarks, rights of privacy, publicity, or any other intellectual property or other rights of any person or entity.  If a submission contains any material or elements that are not owned by you, and/or which are subject to the rights of any third parties, you are responsible for obtaining and represent that you have obtained, prior to submission of your entry, all releases and consents necessary to permit your submission and Sponsor’s subsequent use of your entry in accordance with the Official Rules. 

Compliance with the foregoing requirements shall be determined by Sponsor in its sole discretion.  Sponsor may, in its sole discretion, ignore and/or disqualify any submissions to the Contest that it deems to be inappropriate or otherwise non-compliant with the Official Rules. 

1. SELECTION OF THE WINNER, ODDS OF WINNING & JUDGING CRITERIA. Odds of winning a prize will vary based on a number of participants in the Contest.  After the Contest Period, the Judges, in their sole discretion, will select one Contest winner from all Entrants who submit entries that comply with the Official Rules during the Contest Period (the “Winner”) and based on originality (34%), creativity (33%), and style (33%). Sponsor’s decision shall be final and binding on all Entrants, and its selection of the Winner is entirely within its discretion.  The selection will take place immediately at the conclusion of the Contest Period and within a period of 24 hours.  The Winner will be notified via Instagram direct message on July 28, 2019 and must respond within forty-eight (48) hours of notification or failure to comply with any term or condition of the Official Rules, may result in disqualification and an alternate winner will be chosen for the next submission as determined by the Judges. Decisions of the Judges, interpretation of the Official Rules, and the selection of the Winner will be final.

Potential Winner may be required to provide Sponsor his/her name, residential address, telephone number, email address and valid photo ID.  Sponsor will not accept screen shots or other evidence of winning in lieu of its validation process.  Potential Winner may also be required to sign a declaration or affidavit of eligibility and liability release (and, where permitted, a publicity release) and Form W9 (or other applicable filing) concerning the prize.  Additional paperwork, releases, background checks or screenings, to the extent allowed by law, may also be required before a prize can be awarded.  If any Potential Winner is not verified by Sponsor, cannot be contacted within two (2) days, fails to return any and all requested documentation within three (3) days from notification (whether or not such Potential Winner actually receives that notification), is otherwise ineligible, or refuses the prize, then such Potential Winner forfeits the prize in its entirety.  Except where prohibited, participation in the Promotion constitutes each winner’s consent to Sponsor’s and their respective agents’ use of winner’s name, likeness, photograph, voice, opinions and/or hometown and state/province for advertising, promotional, and other purposes in any manner, in any and all media, now known or hereinafter devised, worldwide, in perpetuity, without further payment or consideration, notification, or permission (unless prohibited by law), and you further agree to execute any specific consent needed or requested by Sponsor or their respective designees in furtherance of such use.

1. PRIZE.  There will be a total of one (1) prize winner for the Contest Period, that will receive one (1) 2019 Honda CRF110F (the “Prize”). Any details of any prize not specified herein shall be determined solely by Sponsor.  Sponsor agrees to pay for registration, shipping and all taxes for the winner who complies with the Official Rules, when redeemed.  The total approximate retail value of the Prize is approximately $2,399.00.  Sponsor will ship the Prize to the winner at the address provided to Sponsor within sixty (60) days of announcing the Winner or at another mutually agreeable time.

Sponsor reserves the right to substitute prizes of equal or greater value.  Sponsor is not responsible for prize utility, quality or otherwise.  Additional fees and other costs related to the prize, if any, are the sole responsibility of the prize winner.  All costs not expressly stated herein, including but not limited to, additional transportation, fees and personal charges are the sole responsibility of the Contest winner.

1. ADDITIONAL PRIZE TERMS. The Prize is not assignable or transferable, and it may not be exchanged for cash or other valuable consideration.  Sponsor expressly disclaims any responsibility or liability for injury or loss to any person or property relating to the delivery or subsequent use of the Prize. 

Sponsor makes no representations concerning the Prize.  Sponsor shall deliver the Prize “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).  ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

By accepting the Prize, the Winner further agrees to release Sponsor and Honda from any and all liability, loss or damage of any kind arising out of or in connection with Winners’ participation in the Contest or with respect to the awarding, delivery, receipt, possession, use and/or misuse of the Prize.  The Winner may be required to sign an additional general release and liability waiver as a condition of receiving the Prize. 

Noncompliance with the Official Rules may result in disqualification and an alternate winner may be notified.  In the event of a dispute regarding the identity of the Winner, the entry will be deemed submitted by the owner of the Instagram account used to submit the entry.  In the event there is any question as to the originality of the winning entry or whether the Entrant is the individual depicted in the submission and the disputes cannot be satisfactorily determined by Sponsor, Sponsor reserves the right to revoke the Prize and disqualify the submission.

1. GRANT OF RIGHTS.
1. By submitting an entry into the Contest, you hereby grant Sponsor, and its respective licensees, successors, and assigns, a worldwide, non-exclusive, perpetual, transferable, royalty-free right and license, with the right to sublicense to use, reproduce, prepare derivative works, copy, adapt, modify, distribute, reference, store, cache, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit your submission(s) to the Contest, in whole or in part, for commercial or non-commercial purposes in any form, medium, or technology now known or later developed.  By way of illustration and not limitation, submissions may be edited, tagged, and branded with advertising logos of Sponsor and posted on its websites and social media accounts.  If your submission(s) contain any material or element that are not owned by you, and/or are subject to any third parties’ rights, you are responsible for obtaining, prior to submission of your entry, and warrant that you have obtained all releases and consents necessary to grant the rights set forth above.  Upon request, you agree to provide Sponsor a copy of your submission(s) in its native digital format or any other format reasonably requested by Sponsor.  Sponsor shall not be responsible for any unauthorized use of your entry by a third party. 
2. Name & Likeness. Along with the right to use your submission(s) as set forth above, you also agree to grant Sponsor the right to use your name and likeness in any medium without compensation for purposes of promoting the Contest.  You also agree to obtain such name and likeness permissions from any other persons who appear in or are identifiable in your submission(s).
2. INDEMNIFICATION. ENTRANT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SPONSOR AND HONDA FROM ANY FEES, ROYALTIES, COSTS, DAMAGES, OR EXPENSES (COLLECTIVELY, “COSTS”) ARISING OUT OF ANY THIRD-PARTY CLAIMS, LAWSUITS, COMPLAINTS, ACTIONS, CAUSES OF ACTION, DAMAGES, OR LIABILITIES (“CLAIMS”) THAT RELATE TO ENTRANT’S SUBMISSION OR PARTICIPATION IN THE CONTEST, THE SPONSOR’S EXERCISE OF THE RIGHTS GRANTED AND CONTEMPLATED HEREIN, OR FROM YOUR BREACH OF THIS AGREEMENT. 
3. REPRESENTATIONS AND WARRANTIES. By submitting an entry for the Contest, you certify, represent, and warrant that the submission is your original content, and your content does not infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or violate of any applicable law or regulation when used as contemplated in these Official Rules.
4. LIMITATIONS OF LIABILITY. By participating in the Contest or accepting the Prize, you hereby waive, release, and discharge to the fullest extent permitted by law Sponsor, Honda and any of their respective employees, officers, directors, members, shareholders, attorneys, and agents (collectively, the “Released Parties”) from and against any claims, damages, or liability arising out of or related to your participation in the Contest, even if caused by the negligence or willful misconduct of the Released Parties, for any injury, damage, loss, expense, accident, delay, inconvenience, or irregularity arising out of or relating to any person (including, but not limited to, death) or property of any kind resulting in whole or in part, directly or indirectly, from participation in the Contest or in any Contest-related activity or from acceptance, possession, or use of the Prize.

IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE CONTEST OR USE OF THE PRIZE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  Any claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Contest, but in no event shall attorney’s fees be awarded.  Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. 

The Released Parties are also not responsible for: (i) technical problems or technical malfunction which may affect the operation of the Contest, including but not limited to any of the following occurrences: (a) hardware or software errors; (b) faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; (c) errors or limitations of any Internet service providers, servers, hosts or providers; (d) problems with data transmissions; (e) any inability to upload any content in connection with participation in the Contest; (f) inaccessibility of Instagram, in whole or in part for any reason, or traffic congestions on the Internet; (g) unauthorized human or non-human intervention of the operation of the Contest, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; (h) destruction of any aspect of the Contest, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Contest; (i) any typographical errors in the Official Rules or the announcement of the Winner; (j) flood, earthquake or other acts of God; (k) any personal injury, death, or property damage or losses of any kind which may be sustained to your or any other person’s photograph equipment resulting from participation in the Contest, or the upload of any content to Instagram.  

1. WHO WON? For the name of the winner, please email support@hemlockhatco.com with the subject line: Hemlock Hat Co. Instagram Contest.
2. GENERAL PROVISIONS.
1. Contest Termination. In the event the Contest is not capable of running as planned for any reason, including but not limited to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, loss of Instagram service, or any other causes that affect Sponsor’s administration of the Contest, Sponsor reserves the right, at its sole discretion, to cancel, modify, or terminate the Contest.  Sponsor may, at its election, end the Contest prior to the end of the Contest Period by providing notice on Sponsor’s Instagram account, and judge all Entrants’ eligible submissions received prior to the early-termination date to determine the Winner.
2. If Sponsor fails to exercise any provision of the Official Rules or enforce its rights thereunder, that delay or failure shall not constitute a waiver of any such provision or rights.  Sponsor’s waiver shall only be effective if it is expressly stated in a writing signed by Sponsor.
3. By participating in this Contest, you agree to waive any right to claim ambiguity in the Official Rules.
4. Sponsor reserves the right to make changes or additions to the Official Rules and/or change the dates of the Contest at any time without any advance notice. 
5. Choice of Law. The Contest and the Official Rules are governed by the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.  By entering, you consent to the exclusive jurisdiction and venue of the San Diego County Superior Court, located in San Diego, California for the resolution of any disputes arising out of or relating to the Contest or the Official Rules. 
6. Enforcement and Interpretation of the Official Rules. The enforcement and interpretation of the Official Rules shall be exclusively determined by Sponsor in its sole discretion.  You agree to be bound by all such determinations and acknowledge that such determinations are final and non-appealable.
7. If any provision of the Official Rules is in conflict with any statute or rule of law of the State of California or is otherwise unenforceable for any reason whatsoever, then such provision shall be ineffective to the extent of such invalidity and shall be deemed separable from and shall not invalidate any other provision of this Agreement.
8. Entire Agreement. The Official Rules constitute the entire agreement between the all Entrants and Sponsor with respect to the subject matter herein and it supersedes all other agreements, letters, memorandum, or any other prior understanding of any type, whether oral or written.