ZENFOLIO PHOTO CHALLENGE

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR CLAIM A PRIZE.  A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING A PRIZE.  

THESE OFFICIAL RULES CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SPONSOR (AS DEFINED BELOW) TO BINDING AND FINAL ARBITRATION.  UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SPONSOR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

The Zenfolio Photo Challenge (the “Promotion”) is governed by these Official Rules.  The Promotion begins at 12:01 a.m. Pacific time on Friday, October 1, 2021 and ends at 11:59 p.m. Pacific time on Sunday, October 31, 2021.  The beginning of the Promotion is referred to as the “Promotion Start Date” and the end of the Promotion is referred to as the “Promotion End Date” with the period of the Promotion referred to herein as a “Promotion Period.”  The Promotion is sponsored by Zenfolio Inc. (the “Sponsor” or “Zenfolio”) with offices at 3515 Edison Way, Menlo Park, CA 94025, and is in no way sponsored, endorsed or administered by, or associated with, Instagram, Facebook, Twitter or its affiliated companies.  

1. HOW TO ENTER:  To participate in a Promotion, you (“you,” “your” or “participant”) must submit your photo entree by posting the photo on Instagram, Facebook or Twitter with both hashtags #zenfolio and #zenfoliooctoberchallenge. To be eligible, entries must be received during the Promotion Period and by the Promotion End Date. You may submit multiple entries. You may only submit  images that you have taken yourself, and you must have all necessary rights to the photo to submit it. Winning photo will be determined by the image with the most likes during the Promotion Period.

By participating in the Promotion, you expressly agree not to submit any images that are unlawful, libelous, slanderous, defamatory or invasive of another person’s right of privacy or right of publicity, or that may be harmful, vulgar, obscene, derogatory, pornographic, abusive, harassing, threatening, hateful, objectionable with respect to race, religion, creed, national origin or gender, or are otherwise unfit for publication, as determined by Zenfolio is its sole discretion, or otherwise violate the Zenfolio Terms of Use.  Sponsor shall not be liable in any way for the content of your submissions.  Sponsor shall have no obligation to monitor any of the content provided by you, but may do so at its discretion.  If the image to be submitted includes a picture of a minor under the age of 18, only the parent or guardian of the minor in the photo may submit the image.  Any image that, in the sole discretion of Sponsor, is considered inappropriate or unsuitable for publication will be deemed ineligible by Sponsor.  Sponsor reserves the right to invalidate a submission in any manner it deems appropriate.  Sponsor will not return any images submitted. Participation in the Promotion is voluntary and does not require you to purchase anything from the Sponsor.  All information provided by you to the Sponsor in connection with the Promotion is subject to the Sponsor’s Privacy Policy.

2. PRIZE: There will be one (1) winner for the Promotion. The prize will be a one (1) year subscription for a Zenfolio “ProSuite” plan (approximate $300 value).   Subscriptions require acceptance of Zenfolio Terms of Use and Privacy Policy.  The Sponsor reserves the right to substitute prizes of equal or greater value.  No other substitution or transfer of prizes permitted.   

3. ELIGIBILITY:  The Promotion is only open to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years of age as of 11:59 p.m. Pacific time on the day before the Promotion Start Date, who submit entries as provided in these Official Rules.  Entries may be submitted only by individuals; commercial enterprises and business entities are not eligible.  By participating in a Promotion, the participant accepts the conditions stated in these Official Rules, agrees to be bound by the decisions of the Sponsor, and warrants that the participant is eligible to participate in the Promotion.  Employees, volunteers, independent contractors, officers and directors of the Sponsor, its affiliates and subsidiaries, its advertising, promotion and fulfillment agencies or its legal advisors and such parties’ immediate family members and persons living in the same household are not eligible to participate in the Promotion.  THE PROMOTION IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW and is subject to applicable federal, state and local laws and regulations.

4. SELECTION OF WINNERS:  The winner will be determined by the most likes received on the #zenfolio image on Instagram during the Promotion Period

The winner of the Promotion will be notified promptly of his or her status via by Instagram direct message, and each participant consents to notification by those methods.  Zenfolio will send a private message to the winning individual with instructions on how to claim the prize and, where lawful, may also include the requirement for execution and return of an Affidavit of Eligibility, Release of Liability and Publicity Release.  The Sponsor is not responsible for and shall not be liable for late, lost, misdirected or unsuccessful efforts to notify a potential winner.  Each potential winner may also be required to provide proof of identification.  In the event a potential winner does not accept the prize within fourteen (14) business days of notification, or if such potential winner is ineligible, fails return or provide any documentation or identification requested in accordance with these Official Rules, or the prize or prize notification is not deliverable, then that prize shall be deemed forfeited and void as to that participant.  

Each prize recipient agrees to the Sponsor’s use of the winner’s name, address, likeness and/or prize information for promotional purposes in any medium without additional compensation to the extent permitted by law.  Further, while entrants retain the copyrights to their submissions, by entering a Promotion, you grant Sponsor a royalty-free, perpetual, transferable, worldwide, irrevocable right and license to reproduce, publish, distribute, republish, publicly display and otherwise utilize your submission for advertising and promotional purposes, and to publish and display your name in conjunction therewith, in each case without further consideration or compensation.

5. ADDITIONAL CONDITIONS:  Sponsor and its agents, directors, officers, shareholders, employees, insurers, parents, subsidiaries, divisions, affiliates, predecessors, successors, representatives, advertising, promotion and fulfillment agencies and legal advisors (each a “Released Entity” and collectively, the “Released Entities”), are not responsible for, shall not be liable for, and hereby disclaim all liability arising from or relating to: (a) late, lost, delayed, damaged, misdirected, misaddressed, incomplete or unintelligible entries; (b) telephone, electronic, hardware or software program, network, Internet, computer or other malfunctions, failures or difficulties of any kind, whether human or technical; (c) failed, incomplete, garbled or delayed computer or email transmissions; (d) any condition caused by events beyond the control of the applicable Released Entity; (e) any injuries, losses or damages of any kind arising in connection with or as a result of any prize, or any portion thereof that may have been awarded, or acceptance, possession or use of any prize, or any portion thereof that may have been awarded, or from participation in the Promotion; (f) any printing or typographical errors in any materials associated with the Promotion; or (g) any act, failure to act, or conduct of a third party.  The Sponsor reserves the right, in its sole discretion, to suspend, modify or cancel the Promotion should any unauthorized human intervention or other causes beyond the Sponsor’s control corrupt or affect the administration, security, fairness or proper conduct of the Promotion.  By participating in the Promotion, each participant agrees to release, discharge and hold harmless the Released Entities, and all others associated with the development and execution of the Promotion from any and all losses, damages, rights, claims and actions of any kind arising out of or relating to the Promotion, participation in the Promotion, any prize, or any portion thereof that may have been awarded, and/or acceptance, possession, use or misuse of any prize, or any portion thereof that may have been awarded, including but not limited to statutory and common law claims for misappropriation or a participant’s right of publicity.  The Promotion shall be governed by California law.  

6. ARBITRATION AGREEMENT:  PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate.  This Section 6 is referred to in these Official Rules as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and the  Sponsor, whether arising out of or relating to these Official Rules (including any alleged breach thereof), the Promotion, your participation in the Promotion, the prizes, acceptance, possession use or misuse of the prizes, any advertising or any aspect of the relationship or transactions between you and the Sponsor, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against the Sponsor on your behalf.  You agree that, by participating in the Promotion and entering into these Official Rules, you and the Sponsor are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief.  YOU AND THE SPONSOR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND THE SPONSOR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).  

3. Pre-Arbitration Dispute Resolution.  The Sponsor is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”).  The Notice to the Sponsor should be sent to Zenfolio Inc., 3515 Edison Way, Menlo Park, CA 94025, Attn: Legal (“Notice Address”).  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If the Sponsor and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Sponsor may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by the Sponsor or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Sponsor is entitled.

4. Arbitration Procedures.  Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/Consumer.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Official Rules as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Official Rules and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless the Sponsor and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, the Sponsor agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

5. Costs of Arbitration.  Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  Any payment of attorneys’ fees will be governed by the AAA Rules.  

6. Confidentiality.  All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

7. Severability.  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Section 6(b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of Section 6(b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.  The remainder of these Official Rules will continue to apply.

7. WINNERS LIST:  To obtain the first name, last initial, city and state of the winner after the Assessment Period, send a separate self-addressed, stamped envelope marked “Zenfolio Promotion Winners List” to the Sponsor.  Requests for the winners list must be received no later than ninety (90) days from the end of the applicable Assessment Period (residents of Vermont and Washington need not include return postage).

8. NOTICE:  The Sponsor reserves the right to prosecute and seek damages against any individual who attempts to deliberately undermine the proper operation of a Promotion in violation of these Official Rules and/or criminal and/or civil law.  

Copyright © 2021 Zenfolio Inc.  All rights reserved.  Zenfolio and the associated logos are trademarks of Zenfolio Inc.  Any other trademarks in these Official Rules are used for prize identification purposes ONLY and are the properties of their respective owners.