Shopify x D’Amelio Footwear TikTok Contest 2024

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN THE CONTEST. A PURCHASE OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. THIS IS A SKILL-BASED CONTEST. VOID WHERE PROHIBITED BY LAW. THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED, OR ADMINISTERED BY, OR ASSOCIATED WITH, TIKTOK.

BY ENTERING (OR OTHERWISE PARTICIPATING) IN THE CONTEST, YOU MUST AGREE TO THESE OFFICIAL RULES (COLLECTIVELY, “OFFICIAL RULES”), WHICH CREATE A CONTRACT, SO READ THEM CAREFULLY BEFORE ENTERING. WITHOUT LIMITATION, SUCH CONTRACT INCLUDES GRANTS OF RIGHTS AND INDEMNITIES TO SPONSOR FROM YOU AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

1. Eligibility

The Shopify x D’Amelio Footwear TikTok Contest 2024 (the “Contest”) is open only to legal residents of the United States excluding New York, the District of Columbia, United Kingdom and Canada excluding Québec (the “Territory”) who are at least 18 years of age and have reached the legal age of majority in their country, state, or territory of residence at the time of entry. A POTENTIAL WINNER AND/OR ENTRANT MUST BE AN INDIVIDUAL WITH AN EXISTING CONSUMER PRODUCT BUSINESS TO SELL A TANGIBLE PRODUCT ONLINE IN THE TERRITORY. Internet access is required for entry. Employees, representatives, agents, officers and directors (and each of their immediate family members (i.e., parents, legal guardians, children, grandparents, grandchildren, spouses or siblings and their respective spouses)) and those living in their same households, whether or not legally related, of D’Amelio Footwear (“D’Amelio Footwear”) or Shopify Inc. (“Shopify” or “Sponsor”), and each of their parents, affiliates, subsidiaries and advertising and promotion agencies are not eligible to enter or win the Contest. By participating, entrants agree to be bound by these Official Rules and the decisions of the judges (defined below) and/or Sponsor, which are binding and final on matters relating to the Contest, including, without limitation, interpretation of the Official Rules. VOID WHERE PROHIBITED BY LAW.

2. Entry Period

The Contest begins on or about Sunday, March 10, 2024 @ 10:00 a.m. EST, and all entries must be received by the Sponsor on or before Thursday, March 14, 2024 @ 11:59 p.m. EST, subject to extension by the Sponsor in its sole and absolute discretion (the “Entry Period”). Sponsor’s computer is the official time keeping device for the Contest. All entries must be received during the Entry Period.

3. How to Enter

To enter the Contest, during the Entry Period, visit the TikTok app, log into your TikTok account, watch the TikTok video post from @charlidamelio at the beginning of the Entry Period inviting potential participants to enter the Contest (“Announcement”) and reply to the Announcement in one of the following ways. There are two ways potential participants can enter the Contest: 1) User Nomination: A TikTok user can nominate a business they love by tagging it and explaining why they love it. If this nomination is selected as one of the fifty (50) winners, the prize goes to the tagged business. or; 2) Self-Nomination: A TikTok user who owns a business can participate by tagging their own business and sharing why they love it. If this nomination is selected as one of the fifty (50) winners, the prize goes to the tagged business.Your reply comment should respond to the Announcement. You must be a member of TikTok and your account as well as the tagged business account must be set to the “public” setting; joining TikTok is free. Upon submitting a reply comment to the Announcement that meets the requirements herein you will be entered (subject to eligibility). There is no limit to the number of entries an individual may submit to the Contest during the Entry Period; however, each entry may contain only one (1) response to the Announcement and each business or reply comment may only be submitted one (1) time.

For the purpose of the Contest, a submission is a reply comment to the Announcement uploaded to TikTok that follows the technical, creative, and legal requirements disclosed in these Official Rules. A submission may in Sponsor’s sole and absolute discretion be rejected if it fails to follow the technical, creative, and legal requirements disclosed in these Official Rules. All eligible submissions to the Contest will be an entry in the Contest. Proof of posting a reply comment to TikTok does not constitute proof of actual receipt of an entry by Sponsor. Those who do not follow all of the instructions or abide by these Official Rules or other instructions of Sponsor may be disqualified in Sponsor’s sole and absolute discretion. All entries that are late, illegible, incomplete, damaged, destroyed, forged or otherwise not in compliance with the Official Rules may be disqualified from the Contest in Sponsor’s sole and absolute discretion. Entries generated by script, macro, or other automated means and entries by any means which subvert the entry process are void.

In the event of a dispute as to the identity of any entrant who submits an entry, the entry will be deemed submitted by the holder of the email account associated with the TikTok account from which it was posted, but only if such person is otherwise eligible. The “account holder” is the person assigned an e-mail address or service by the organization responsible for assigning addresses for the domain associated with the submitted address. Winner(s) may be required to show proof of being the registered account holder. If a dispute cannot be resolved to the Sponsor's satisfaction, the entry will be deemed ineligible. Sponsor, D’Amelio Footwear, and affiliated persons and entities are not responsible for lost, misdirected, misplaced, stolen, tampered with, deleted, or invalid entries. Assurance of delivery of entries is the sole responsibility of the entrant.

Sponsor is not responsible for any expenses incurred in the creation and uploading of the Contest entry. Message and data rates and wireless Internet access charges may apply to use of a mobile device for Contest entry.

By submitting an entry to the Contest, entrant understands and agrees that their Submission may be publicly displayed, featured, and accessible on TikTok and/or other Sponsor-affiliated and D’Amelio Footwear-affiliated websites without any further notification to or consent from entrant.

4. Submission Content Guidelines

Submissions that do not meet the following “Content Guidelines” are subject to disqualification in Sponsor’s sole and absolute discretion:

  • Submitted entries must be posted as reply comments to the Announcement.
  • Submitted entries must tag a business for sales of a product that can be sold and fulfilled via an ecommerce storefront, expressly excluding any business which is engaged in the sale, lease, rental, or subscription services of or related to any of the following: cannabis, alcohol, pornography, firearms, knives, explosives (or any other weapons), pharmaceutical or naturopathic products, currency, cryptocurrency (or any other financial instruments), products comprised of mobile or other electronic applications, illegal or hateful materials (including without limitation any materials which promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical status, or other forms of discriminatory intolerance), or any business or product that violates the Acceptable Use Policy of Shopify, available at: https://www.shopify.com/legal/aup (“Prohibited Content”).
  • Submissions must comply with the Official Rules and any terms of use, community guidelines, or other terms or policies posted on TikTok.
  • Except for materials that are in the public domain, each submission, in its entirety, must be a single work of original material created by the entrant and suitable for presentation in a public forum.
  • Except for materials in the public domain, submissions must include only materials created by the entrant and must not infringe on the intellectual property rights or other of any other person or entity. Sponsor does not permit the infringement of others’ rights and any use of materials not original to the entrant is grounds for disqualification from the Contest. Do not include materials, images, graphics, music or trademarks belonging to any third parties.
  • Submissions must not include material that: (a) is sexually explicit, indecent, obscene, violent, hateful, tortuous, defamatory, slanderous, or libelous; (b) is derogatory or promotes bigotry, racism, hatred, or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) invades the privacy or publicity rights of any person, living or deceased; (d) is unlawful; (e) contains viruses, trojan horses, or other technologies that could adversely impact the Contest; and/or (f) is disparaging to Sponsor or D’Amelio Footwear or is inconsistent with the positive images and/or goodwill with which Sponsor and D’Amelio Footwear wish to associate (in Sponsor’s and D’Amelio Footwear’s sole and absolute discretion).
  • Each submission should not reveal any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number, or any information that may be used to track or impersonate that individual.
  • Submissions must not show or promote unlawful activities or any activities that may appear unsafe or dangerous, including any reference to drugs or alcohol use and/or abuse.
  • Neither entrant nor any individual featured in entrant’s submission may be under a contractual relationship that: (a) would in any way limit or impair Sponsor’s or D’Amelio Footwear’s ability to display the Submission royalty-free, worldwide, in perpetuity, in any media form; or (b) may prohibit them from participating fully in this Contest.

5. Determining the Winner

At the end of the Entry Period on or about Thursday, March 14, 2024, each submission will be reviewed by a team of judges made up of members of the Shopify team (the “Judges”) who will review and judge all eligible submissions based on the following weighted judging criteria (collectively, the “Judging Criteria”):

  • 33.3% Perceived product, business, and brand quality;
  • 33.3% Perceived quality of submission; and
  • 33.3% Overall impact.

The Shopify judges will pick the top seventy-five to one-hundred (75-100) submissions based on the Judging Criteria and submit those entries to a team of judges made up of members of the D’Amelio Footwear’s team who will review, judge, and assign a score to the submissions selected by the Shopify judges, based on the Judging Criteria.

There will be fifty (50) first prize winners (each a “Winner”). The fifty (50) submissions with the highest scores, as determined by the Judges according to the Judging Criteria in their sole and absolute discretion, will be selected as the potential first-place prize winners. LIMIT: ONE (1) PRIZE PER PERSON. ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY SPONSOR. AN ENTRANT AND/OR POTENTIAL WINNER IS NOT A WINNER OF ANY PRIZE UNLESS AND UNTIL ENTRANT’S AND/OR POTENTIAL WINNER’S ELIGIBILITY HAS BEEN VERIFIED AND ENTRANT AND/OR POTENTIAL WINNER HAS BEEN NOTIFIED THAT VERIFICATION IS COMPLETE.

All potential Winners are subject to confirmation that the potential Winners have met the eligibility requirements and complied with these Official Rules. If two submissions receive the identical high total score after the Judges apply the Judging Criteria, Sponsor will bring in a tie-breaking judge from the D’Amelio Footwear team to apply the same Judging Criteria to break the tie and determine the Winners.

6. Winner Notification

The potential Winners will be notified by TikTok direct message (DM) on or about Tuesday, March 19, 2024, unless extended by Sponsor. It is an entrant’s and/or potential Winner’s responsibility to monitor their TikTok message account to see if they are a potential Winner. Potential Winners will need to submit the information required (i.e. shoe size, complete name, email address, shipping address) through the link provided by Shopify via DM within three (3) days of issuance of a Winner notification. If a prize or prize notification is returned as undeliverable, Sponsor is unable to contact a potential Winner, or a potential Winner is not in compliance with these Official Rules, their prize will be forfeited and, in Sponsor’s discretion, an alternate Winner will be selected based on the next highest score as determined using the above Judging Criteria.

Non-compliance shall result in disqualification and award of the prize to an alternate Winner. If any potential Winner is found to be ineligible, or if they have not complied with these Official Rules, or decline the prize for any reason prior to award, such potential Winner may be disqualified and an alternate potential Winner may be selected. The Sponsor is not responsible for and shall not be liable for late, lost, damaged, intercepted, misdirected, or unsuccessful efforts to notify the potential Winners.

7. Prizes

  • First Prize. Each prize will include (1) one pair of D’Amelio Footwear shoes and (2) and an assortment of merchandise from Shopify Supply.

The total ARV of all prizes to be awarded is USD:

Sponsor will provide Winners with instructions on how to redeem their prizes. Winners must follow all of Sponsor’s instructions and submit all required information and paperwork, as determined by Sponsor in its sole discretion, in order to receive their prizes.

All costs and expenses related to prize acceptance and use not specified herein as being awarded shall be the sole responsibility of the Winner, including, but not limited to all federal, state, provincial, and local taxes and duties. The dates for fulfillment of the prizes are subject to change in Sponsor’s sole discretion. Sponsor reserves the right to modify the Contest in its sole discretion and award a substitute prize, or portion of a prize, of comparable or greater value as set forth in these Official Rules.

Prizes pictured in online, television, print advertising, and other Contest materials are for illustrative purposes only. Arrangements for the fulfillment of the prizes will be made by Sponsor.

Prizes are non-transferable, with no cash redemptions, equivalents, or substitutions except in Sponsor’s sole and absolute discretion. All prize details not specified in these Official Rules will be determined in Sponsor’s sole and absolute discretion. Sponsor will not replace any lost or stolen prizes. Prize details and availability are subject to change, and in the event that Sponsor is unable to provide a Winner with their prize, the Sponsor may elect to provide Winner with an alternate prize of comparable or greater value. The ARV of the prizes is based on available information provided to Sponsor and the value of any prize awarded to a Winner may be reported for tax purposes as required by law. The Winners may be required to provide Sponsor with a valid social security number or tax identification number for tax reporting purposes before the prize will be awarded (as required in Winner’s applicable jurisdiction of residence). An IRS Form 1099 may be issued in the name of Winners for the value of the prizes received. Unclaimed prizes will be forfeited.

8. General Conditions

Sponsor reserves the right to cancel, suspend, and/or modify the Contest, or any part of it, if any fraud, technical failures, or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Contest, as determined by Sponsor in its sole discretion. Sponsor is not responsible for lost, late, incomplete, damaged, stolen, misdirected, or illegible entries; lost, interrupted, or unavailable network, server, or other connections, garbled transmissions or miscommunications, or telephone transmission problems; computer or software malfunctions or damage to a user’s computer equipment (software or hardware); technical failures; or other errors or malfunctions of any kind whether human, mechanical, electronic, or otherwise. Proof of sending or submission of entry will not be deemed proof of receipt by Sponsor. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

9. Warning

ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR TIKTOK ACCOUNT ASSOCIATED WITH THIS CONTEST OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW AND, SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND D’AMELIO FOOTWEAR RESERVE THE RIGHT TO PROSECUTE AND SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be attempting to tamper with or undermine the entry process, any website or account associated with the Contest, and/or the legitimate operation of the Contest; to violate the Official Rules; or to act in an unsportsmanlike or disruptive manner or with the intent to annoy, abuse, threaten, or harass any other person. If, for any reason, the Contest is not capable of running as planned, Sponsor may, in its sole discretion, void any suspect entries and: (a) modify the Contest or suspend the Contest to address the impairment and then resume the Contest in a manner that best conforms to the spirit of these Official Rules; or (b) award the prizes in accordance with section 5 above from among the eligible, non-suspect entries received up to the time of the impairment.

10. Publicity; Limitations of Liability; Releases; Intellectual Property

  1. By participating in this Contest, entrants agree that Sponsor, D’Amelio Footwear, TikTok, and their respective affiliates, subsidiaries, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment and marketing agencies, website providers, web masters, and their respective officers, directors, employees, representatives, successors, assigns, and agents (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 Contest; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Contest; (4) technical or human error which may occur in the administration of the Contest or the processing of entries; 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 Contest or receipt or use or misuse of any prize. No more than the stated number of prizes will be awarded. 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 pursuant to the Judging Criteria set forth in section 5 above from among all legitimate, un-awarded, eligible prize claims.
  2. BY PARTICIPATING IN THIS CONTEST, ENTRANTS AGREE THAT THE RELEASED PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR, AND SHALL BE HELD HARMLESS BY ENTRANTS AGAINST, ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE, OR USE OF A PRIZE, ENTRY, OR PARTICIPATION IN THIS CONTEST OR IN ANY CONTEST RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, OR MERCHANDISE DELIVERY.
  3. WITHOUT LIMITING THE FOREGOING, EVERYTHING REGARDING THIS CONTEST, INCLUDING ALL PRIZES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  4. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
  5. EACH ENTRANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY APPLICABLE JURISDICTION ARE HEREBY EXPRESSLY WAIVED BY HIM/HER. SECTION 1542 READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
  6. PUBLICITY RELEASE. EXCEPT WHERE PROHIBITED BY LAW, WINNER GRANTS TO SPONSOR AND D’AMELIO FOOTWEAR (WHICH GRANT WILL BE CONFIRMED IN WRITING ON REQUEST OF SPONSOR OR D’AMELIO FOOTWEAR), THEIR SUBSIDIARIES, AFFILIATES, RETAILERS, DISTRIBUTORS, ADVERTISING AND PROMOTIONS AGENCIES, SUPPLIERS, AND THOSE ACTING PURSUANT TO ITS AUTHORITY, THE RIGHT AND PERMISSION TO PRINT, PUBLISH, BROADCAST, AND USE, WORLDWIDE IN ANY MEDIA NOW KNOWN OR HEREAFTER DEVELOPED, AT ANY TIME OR TIMES, EACH WINNER’S NAME, PORTRAIT, PICTURE, VOICE, LIKENESS, SOCIAL MEDIA HANDLE, AND BIOGRAPHICAL INFORMATION FOR ADVERTISING, TRADE, AND PROMOTIONAL PURPOSES WITHOUT ADDITIONAL CONSIDERATION, COMPENSATION, PERMISSION, OR NOTIFICATION. Nothing contained herein shall be deemed to obligate Sponsor or D’Amelio Footwear to make use of any of the rights granted herein and Winners waive any right to inspect or approve any such use of any and every nature and kind.
  7. INTELLECTUAL PROPERTY. BY SUBMITTING AN ENTRY, ENTRANT AGREES THAT ALL SUBMISSIONS THAT ENTRANT MAY SUBMIT TO SPONSOR OR D’AMELIO FOOTWEAR OR OTHERWISE POST IN CONNECTION WITH THIS CONTEST (“SUBMISSION”), INCLUDING ALL RIGHTS EMBODIED THEREIN, WHETHER SENT VIA TIKTOK OR SOME OTHER MEANS, WITH THE EXCEPTION OF PERSONALLY IDENTIFIABLE INFORMATION AS IDENTIFIED IN SPONSOR’S OR D’AMELIO FOOTWEAR’S PRIVACY POLICY, ARE DEEMED TO BE NON-CONFIDENTIAL AND NON-PROPRIETARY AND SPONSOR AND D’AMELIO FOOTWEAR SHALL HAVE NO OBLIGATION OF ANY KIND WITH RESPECT TO SUCH SUBMISSIONS. SPONSOR AND D’AMELIO FOOTWEAR SHALL BE FREE TO EDIT, EXPLOIT, MODIFY, PUBLISH, REPRODUCE, USE, DISCLOSE, DISSEMINATE, AND DISTRIBUTE THE SUBMISSION TO OTHERS WITHOUT LIMITATION IN ANY AND ALL MEDIA NOW KNOWN OR HEREAFTER DEVELOPED, THROUGHOUT THE WORLD FOR ANY PURPOSE WITHOUT COMPENSATION, PERMISSION, OR NOTIFICATION TO ENTRANT OR ANY THIRD PARTY. ENTRANT HEREBY GRANTS TO SPONSOR AND D’AMELIO FOOTWEAR AND THEIR LEGAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS AN IRREVOCABLE, NON-EXCLUSIVE, PERPETUAL, WORLDWIDE LICENSE TO USE AND EXPLOIT ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SUBMISSION IN ANY FORM OR FORMAT AND TO MODIFY THE SAME AND ACKNOWLEDGES AND AGREES THAT, IF SPONSOR OR D’AMELIO FOOTWEAR DOES USE THE SUBMISSION, ENTRANT SHALL NOT BE ENTITLED TO ANY CREDIT, CONSIDERATION, NOTICE, OR PAYMENTS OF ANY KIND. EACH ENTRANT REPRESENTS AND WARRANTS TO THE SPONSOR AND D’AMELIO FOOTWEAR THAT THE SUBMISSION IS AN ORIGINAL WORK OF THE ENTRANT WHICH DOES NOT INFRINGE ANY RIGHTS OF ANY THIRD PARTY. A BREACH OF THE WARRANTY SET FORTH HEREIN WILL RESULT IN THE ENTRANT’S ENTRY BEING INVALID. IN ADDITION, EACH ENTRANT INDEMNIFIES THE SPONSOR AND D’AMELIO FOOTWEAR AGAINST ALL LOSSES, DAMAGES, AND COSTS INCURRED BY THE SPONSOR AND D’AMELIO FOOTWEAR ARISING FROM THAT ENTRANT’S BREACH OF THE WARRANTY SET FORTH HEREIN. ENTRANT WAIVES ANY MORAL RIGHTS THEY MAY HAVE TO THE SUBMISSION AND AGREES THAT IF SPONSOR OR D’AMELIO FOOTWEAR ELECTS TO USE THE SUBMISSION FOR ANY PURPOSE, ALL RIGHTS UNDER COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS WHICH MAY RESULT FROM THAT RELATING TO ENTRANT’S SUBMISSION OR FROM USE OF THE SAME BY SPONSOR OR D’AMELIO FOOTWEAR SHALL BE THE SOLE PROPERTY OF SPONSOR OR D’AMELIO FOOTWEAR. ENTRANT FURTHER AGREES THAT IF SPONSOR OR D’AMELIO FOOTWEAR ELECTS TO USE ENTRANT’S SUBMISSION, ENTRANT WILL EXECUTE ANY DOCUMENTS REQUESTED BY SPONSOR OR D’AMELIO FOOTWEAR REGARDING THIS ASSIGNMENT. IF ANY USE BY SPONSOR OR D’AMELIO FOOTWEAR OF THE SUBMISSION CAUSES IT TO BE LIABLE TO ANY THIRD PARTY, ENTRANT AGREES TO INDEMNIFY SPONSOR AND D’AMELIO FOOTWEAR AND THEIR AGENTS, EMPLOYEES AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, AND ALL RELATED PARTIES FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, JUDGMENTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) WHICH THEY INCUR AS A RESULT OF THEIR USE OF THE SUBMISSION.

11. Governing Law; Disputes; Arbitration

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, EACH ENTRANT AGREES THAT: (a) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS CONTEST OR ANY PRIZE AWARDED SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN. THE ENTRANT HEREBY ACCEPTS THE JURISDICTION OF THE FEDERAL AND PROVINCIAL COURTS WITHIN ONTARIO WITH RESPECT TO ANY LEGAL ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS CONTEST AND AGREES NOT TO OPPOSE ANY ACTION BROUGHT IN ONTARIO ON THE BASIS THAT THE COURTS OF ONTARIO ARE NOT AN APPROPRIATE OR CONVENIENT FORUM FOR SAME; (b) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED (NOT TO EXCEED $10 USD), BUT IN NO EVENT ATTORNEYS’ FEES; (c) NO PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, MAY BE AWARDED (COLLECTIVELY, "SPECIAL DAMAGES") AND ENTRANT HEREBY WAIVES ALL RIGHTS TO CLAIM SPECIAL DAMAGES AND ALL RIGHTS TO HAVE SUCH DAMAGES MULTIPLIED OR INCREASED. ONTARIO LAW, WITHOUT REFERENCE TO ONTARIO’S CHOICE OF LAW RULES, GOVERNS THE CONTEST AND ALL ASPECTS RELATED HERETO.

12. Nature of Relationship; Waiver of Equitable Relief

Each entrant understands and acknowledges that Sponsor and D’Amelio Footwear have wide access to ideas, designs, and other materials, and that new ideas are constantly being submitted to Sponsor or D’Amelio Footwear or being developed by Sponsor’s or D’Amelio Footwear’s own employees. Each entrant also acknowledges that many ideas may be competitive with, or similar or identical to, the submission and/or each other in theme, idea, format, or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of Sponsor’s or D’Amelio Footwear’s use of any such similar or identical material. Each entrant acknowledges and agrees that Sponsor and D’Amelio Footwear 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 submission. Finally, each entrant acknowledges that, with respect to any claim by an entrant relating to or arising out of Sponsor’s or D’Amelio Footwear’s actual or alleged exploitation or use of any submission or other material submitted in connection with the Contest, 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 or in any way enjoin the production, distribution, exhibition, or other exploitation of the submission, and the 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.

13. List of Contest Winners; Official Rules Requests

To find out who won, email Customerservice@dameliofootwear.com with the subject line “Shopify x D’Amelio Footwear Contest – Winners List.” Requests must be received no later than three (3) months following the end of the Entry Period. For a copy of these Official Rules, email Customerservice@dameliofootwear.com with the subject line “Shopify x D’Amelio Footwear Contest – Rules” prior to the end of the Entry Period.

14. Identification of Sponsor

The Contest is sponsored by Shopify Inc. with an address at 151 O’Connor Street, Ground Floor, Ottawa, Ontario K2P 2L8 and prizing is sponsored by D’Amelio Footwear. Any questions, comments or complaints regarding the Contest should be directed to by email to Customerservice@dameliofootwear.com.

15. Information Submitted

Information and materials submitted by or collected from entrants are subject to Sponsor’s privacy policy available at https://www.shopify.com/legal/privacy and D’Amelio Footwear’s privacy policy available at https://www.dameliofootwear.com/pages/privacy-policy. By entering this Contest, each entrant expressly consents to the Sponsor and D’Amelio Footwear, and their agents and/or representatives, storing, sharing, and using the personal information submitted only for the purpose of administering the Contest and in accordance with Sponsor’s and D’Amelio Footwear’s privacy policies.

16. Miscellaneous

The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. In the event that any provision of the Official Rules is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Sponsor’s failure to enforce any term of these Official Rules will not constitute a waiver of that provision. Entrants agree to waive any rights to claim ambiguity of these Official Rules. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the documents or any provision hereof. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Contest-related materials, privacy policy, or terms of use on a Contest-related website and/or the terms and conditions of the Official Rules, the Official Rules shall prevail, govern, and control.