VARSITY SPIRIT LLC’S PHANTOM SHOES SWEEPSTAKES 

IMPORTANT NOTICE: THESE OFFICIAL RULES CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 15) THAT AFFECT YOUR LEGAL RIGHTS AS DETAILED BELOW. PLEASE READ CAREFULLY. 

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. THIS SWEEPSTAKES IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW AND IS INTENDED FOR PARTICIPATION IN THE UNITED STATES ONLY. THESE OFFICIAL RULES AND APPLICABLE U.S. LAW GOVERN ALL ASPECTS OF SWEEPSTAKES PARTICIPATION AND PRIZE AWARD. DO NOT ENTER IF YOU ARE NOT ELIGIBLE UNDER THESE OFFICIAL RULES OR ARE NOT LOCATED IN THE UNITED STATES AT THE TIME OF ENTRY. 

Employees, officers, directors, agents, and representatives of Sponsor, and each of its parent companies, subsidiaries, affiliates (including, but not limited to, Hercules Achievement, LLC, and its subsidiaries), advertising/promotion/fulfillment agencies, anyone else connected with the production and distribution of this Sweepstakes and their immediate families (spouse, parent, child, sibling, and their respective spouses, regardless of where they reside) and those living in their same household, whether or not related, are not eligible to enter or win.  

Sponsor reserves the right to verify eligibility and to adjudicate any dispute regarding an Entrant’s eligibility at any time. If in participating in the Sweepstakes an Entrant provides any false information including the Entrant’s identity, residency, mailing address, telephone number, email address, or other information required for entering the Sweepstakes, the Entrant may be immediately disqualified from the Sweepstakes in Sponsor’s sole discretion.  

These Official Rules govern the Sweepstakes, but they do not govern Sponsor’s websites or services, which are governed by their own terms. With respect to disputes arising out of or related to the Sweepstakes, the dispute resolution provisions of these Official Rules set forth in Section 15 shall govern and supersede any conflicting provisions of the Sponsor’s Terms of Service. 

Further, in the event of a conflict between these Official Rules and any instructions or interpretations of these Official Rules given by an employee or agent of Sponsor regarding the Sweepstakes, these Official Rules shall prevail. In the event of any discrepancy or inconsistency between the Official Rules and disclosures or other statements contained in any Sweepstakes-related materials, these Official Rules shall prevail, govern, and control. 

Each comment will award one (1) entry (each, an “Entry”) to the Entrant.  

Entry Limit: Participants may earn one (1) entry per comment, up to a maximum of ten (10) entries per person. 

Sponsor shall not be liable for any problems that occur during the Entry process, including without limitation, late, incomplete, delayed, undelivered, or misdirected Entries, and shall not have any obligation to advise any Entrant of an incomplete, invalid, or undeliverable Entry. Sponsor shall likewise not be required to acknowledge an Entry once submitted. Entries that are incomplete, illegible, or do not adhere to these Official Rules or specifications stated herein may be disqualified at Sponsor’s sole discretion. Entries posted after the date posted above will not be eligible to win. 

An Entrant will not receive communications from the Sponsor about other offers and communications that may be of interest to the Entrant unless the Entrant agrees to receive such communications independent of their participation in the Sweepstakes. 

APPROXIMATE RETAIL VALUE (“ARV”) OF THE PRIZE: USD $[NUMBER]. 

The ARV of the Prize is as of date of printing of these Official Rules and is based on available information provided to Sponsor. Any difference between the actual value of the Prize and the ARV set forth in these Official Rules may not be claimed and will not be awarded.  

THE PRIZE IS AWARDED AS-IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW (OR MAY LIMIT) DISCLAIMERS OF CERTAIN WARRANTIES, IN WHICH CASE THE FOREGOING DISCLAIMERS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

Prize is non-transferable. No cash redemption or Prize substitution allowed by any winner. At the sole discretion of the Sponsor, Sponsor may (and reserves the right to) substitute a Prize (or portion thereof) with one of comparable or greater value, at its sole discretion.  

Subject to verification of eligibility and compliance with these Official Rules, the potential winning Entrant will be declared the Winner. A potential winning Entrant will be notified by direct message on Instagram, immediately following the drawing and must respond to Sponsor within forty-eight (48) hours of attempted notice with any additional information requested by Sponsor.  

If any Prize, Prize notification, or attempted Prize notification is returned as undeliverable or is unanswered in accordance with these Official Rules, the Prize may be forfeited and may be awarded to an alternate Winner. By accepting a Prize, Winner acknowledges compliance with these Official Rules. Sponsor is not responsible for any change of email address, mailing address, social media account information, and/or telephone number of Participants.  

The potential Winner may be required to sign an affidavit of eligibility (which affirms that they have complied with these Official Rules) as well as a liability release and, where legal, a publicity release, each of which, if issued, must be completed, signed, and returned within fourteen (14) days from date of issuance, or a Prize may be forfeited. If a Participant is under eighteen (18) years of age, parent or legal guardian consent is required to enter and to claim a prize. 

Except where prohibited by law, acceptance of a Prize constitutes the Winner’s and affiliated Entrant’s consent to use (i) the Winner’s name, photograph and logo, and (ii) the Entrant’s name and/or photograph without further compensation for advertising, promotional, and publicity purposes by Sponsor and on a publicly available winner’s list. By accepting a Prize, each Winner acknowledges compliance with these Official Rules. 

Noncompliance with the foregoing or with these Official Rules may result in disqualification and, at Sponsor’s sole discretion, a runner-up Entrant being notified and selected as a Winner. Likewise, if the Prize, Notification, or attempted Notification is returned as undeliverable, the Prize may be forfeited and, at Sponsor’s sole discretion, a runner-up Entrant notified and selected as a Winner.  

Sponsor is not responsible for any change of email address, mailing address, and/or telephone number of any Entrant, nor is Sponsor responsible for any inability of a potential Winner to accept or use any portion of the Prize for any reason.  

CAUTION AND WARNING: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR TO UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. 

Sponsor reserves the right, in its sole discretion, to modify or suspend this Sweepstakes or any portion hereof, if during the Sweepstakes Period:  

In the event of modification or suspension, Sponsor reserves the right to select the Winner, if any, from among the remaining uncorrupted eligible Entries. If the Sweepstakes is terminated, cancelled, or postponed for any reason whatsoever, the actual/appraised value of the Prize will be awarded only to the extent required by law. 

Sponsor reserves the right, in its sole discretion, to disqualify any Entrant implicated in any of the actions identified below during the Sweepstakes Period:  

Because a Winner will be affiliated with Sponsor, Sponsor reserves the right to conduct background check(s) of all records of Entrants, including without limitation, civil and criminal court records and police reports. To the extent necessary under law, such individuals shall authorize this background check. In that regard, such individuals will be obligated to provide necessary releases, contacts, and information so that Sponsor may conduct such investigation. Sponsor reserves the right (at its sole discretion) to disqualify any Entrant from award of the Prize, based on the background check.  

Additional restrictions may apply. 

Each Entrant represents and agrees (and agrees to confirm in writing) to indemnify, release, and hold harmless the Released Parties from and against any and all liability, claims, loss, damage, injury or expense, including reasonable attorney’s fees, arising in connection with any third party action arising out of a breach or allegation which if true would constitute a breach of any of Entrant’s representations, warranties or obligations herein. Each Entrant hereby acknowledges that the Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any of the Prizes (or any components thereof). Any and all warranties and/or guarantees on a Prize (if any) are subject to the respective manufacturers’ terms therefore, and Entrant and/or Winner agree to look solely to such manufacturers for any such warranty and/or guarantee. 

The Released Parties are not responsible or liable for any incorrect or inaccurate Entry information, and assume no responsibility for (i) any error, omission, interruption, defect, or delay in operation, connectivity, or transmission at any website, network, or server; (ii) failure of any Entry to be received by Sponsor due to technical/mechanical/electronic errors or problems, human error, or traffic congestion on the internet or at any website, network or server; (iii) communications line, hardware and/or software failures; (iv) damage to any computer (software or hardware) resulting from or related to participation in the Sweepstakes; (v) theft or destruction of, tampering with, unauthorized access to, or alteration of Entry information; (vi) Entries, email messages, or other communications related to the Sweepstakes that are late, lost, stolen, damaged, delayed, garbled, illegible, unintelligible, misdirected, mutilated, and/or incomplete (or any combination thereof); (vii) printing, typographical, or other errors appearing within these Official Rules or in any Sweepstakes-related advertisements or other materials; (viii) the administration of the Sweepstakes or the processing of Entries; or (ix) other errors or problems of any kind. 

This Section governs the resolution of any claim, dispute, or controversy (whether in contract, tort, or otherwise) that may arise out of, relate to, or be connected in any way with the Sweepstakes or these Official Rules between (i) each Entrant (“You”) and (ii) Sponsor (each a “Sweepstakes Dispute”). 

The parties agree that before initiating any formal dispute pursuant to the provisions below, we will engage in informal dispute resolution to settle any Sweepstakes Dispute(s). Engaging in good faith negotiations to informally resolve such Sweepstakes Dispute shall be a pre-condition to any lawsuit or arbitration. Consequently, if You fail to engage in this process, additional fees could be imposed on You in arbitration.  

To adequately engage in this initial dispute resolution process, each party must notify the other party, in writing, of the facts and circumstances giving rise to the Sweepstakes Dispute, including the email address associated with all relevant Sweepstakes Entries, if any, and all damages claimed. Such a writing must be sent (i) by Sponsor to the email address included in Your Entry; or (ii) by You to hharris@varsitybrands.com, whichever is applicable (“Dispute Notification”). Sponsor believes this informal process should facilitate resolution. However, if the parties are unable to satisfactorily to resolve the Sweepstakes Dispute within forty-five (45) days from the receipt by the non-initiating party of the Dispute Notification, then You and Sponsor agree to the dispute resolution provisions below.  

Notwithstanding the foregoing 45-day notice requirement, You and Sponsor agree that if the Sweepstakes Dispute involves either party’s intellectual property rights (defined below) or defamation, this informal dispute resolution provision shall not apply and either party may immediately pursue relief in the manner set forth below. 

If the parties do not reach an agreed-upon solution as a result of the Informal Dispute Resolution provision above, then the parties agree that either party may initiate binding arbitration as the sole means to resolve the Sweepstakes Dispute (except as set forth below) subject to these Official Rules and this arbitration agreement. Specifically, all Sweepstakes Disputes, including, but not limited to, any claim that all or any part of these Official Rules are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of arbitration fees (including the timing of such payments and remedies for nonpayment), shall be finally settled by binding arbitration.  

Thus, except as explicitly set forth in this Section, an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Official Rules. The parties understand that by entering this agreement to arbitrate, an arbitrator and not a judge or jury will decide the Sweepstakes Dispute, and that rights to discovery and appeals may be limited in arbitration. The parties further understand that the costs of arbitration could exceed the costs of litigation in some instances. 

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE OFFICIAL RULES, WHICH INCLUDE THIS ARBITRATION AGREEMENT, YOU AND SPONSOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

This agreement to arbitrate affects interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the U.S. Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq., and federal arbitration law. 

Notwithstanding any other provision of these Official Rules, disputes regarding the interpretation, applicability, or enforceability of this “Class Action Waiver” subsection may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. 

If the amount in controversy exceeds $25,000 or involves declaratory or injunctive relief, either party may request an arbitration hearing, and that hearing shall presumptively be held via video or telephone conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. In the event there is an in-person hearing, the location of the hearing will be determined by mutual agreement of the parties or, if the parties cannot agree, by the arbitrator in accordance with JAMS rules and procedures and applicable law. 

The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator also shall be empowered to impose sanctions in accordance with JAMS rules and procedures including for any frivolous claims or submissions the arbitrator determines have not been filed in good faith under the standard set forth in Federal Rule of Civil Procedure 11, and/or for a party’s failure to comply with any provision or condition or these Official Rules. 

Subject to the applicable JAMS rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. 

Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than You and Sponsor (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law). 

The parties further agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS rules and procedures where it deems appropriate, provided that such modification does not increase the costs to You, and You waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction as provided in these Official Rules. 

You are responsible for Your own attorneys’ fees, except to the extent otherwise provided by these Official Rules, JAMS rules and procedures, and/or applicable law. Sponsor will not seek its attorneys’ fees and arbitration costs from You with respect to claims that You file, unless the arbitrator determines that Your claim is frivolous, or that You have engaged in conduct that is considered sanctionable under either JAMS rules or procedures or Federal Rule of Civil Procedure 11. Sponsor may seek attorneys’ fees as provided by these Official Rules, JAMS rules or procedures, and/or applicable law for claims it pursues against You. 

Notwithstanding the parties’ decision to resolve all Sweepstakes Disputes through arbitration, either party may bring an action in state or federal court (subject to these Official Rules, including the Choice of Law/Venue Section below) to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have Sweepstakes Disputes resolved in a small claims court if and to the extent the Disputes that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement. 

Except where preempted by federal law, You agree that all Sweepstakes Disputes whether in arbitration or litigation (if excluded from arbitration under these Official Rules or non-arbitrable for any reason) shall be governed by Tennessee law, excluding its conflicts of law provisions. You further agree that solely to the extent any Sweepstakes Dispute is not resolved under the arbitration agreement in these Official Rules—to include any arbitration-related litigation such as a motion to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on an award entered by an arbitrator—must be resolved exclusively by a court of competent jurisdiction, federal or state (including small claims court), located in Shelby County, Tennessee, and no other court. You consent to the exercise of personal jurisdiction over You by such courts and to accept service of process from them. 

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out by mail sent to Legal Department, Varsity Spirit LLC, 711 N. Front St., Ste. 100, Memphis, TN 38107, or by email to hharris@varsitybrands.com. The notice must be sent within thirty (30) days of the date these Official Rules became effective or your first participation in the Sweepstakes, whichever comes later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Sponsor also will not be bound by them. However, even if you opt out of arbitration pursuant to this subsection 15(e), you will continue to be bound by other dispute resolution provisions in Section 15, including Sections 15(a), 15(d), and 15(f). 

Sponsor will provide thirty (30) days’ notice of any material changes to this Section 16. Any such changes will go into effect thirty (30) days after Sponsor provides this notice to You and will apply to all claims not yet filed regardless of when such claims may have accrued. If Sponsor changes this “Dispute Resolution” section after the date you first accepted these Official Rules (or accepted any subsequent changes to these Official Rules), you agree that your continued participation in the Sweepstakes for fifteen (15) days after such change will be deemed acceptance of those changes. 

Instagram from Meta is not a sponsor, endorser, or affiliated in any way with the Sweepstakes. All questions regarding the Sweepstakes must be directed to Sponsor, not Instagram. You agree as a condition of participating in the Sweepstakes that you shall release Instagram from Meta from any and all liability arising out of or relating to your entry, creation of an entry, submission of an entry, participation in the Sweepstakes, acceptance, use, or misuse of any prize, or the broadcast, exploitation, or use of an entry.