IMPORTANT: These Terms and Conditions affect your legal rights; please read them carefully.

ESSENTIA NATION REWARDS PROGRAM TERMS AND CONDITIONS

Effective September 10, 2024

These Terms and Conditions (“Terms”) shall govern The Essentia Nation Rewards program ("Program"). By participating in the Program, you agree to be bound by and comply with these Terms. If you do not agree to these Terms, you are not eligible to participate in the Program. Void where prohibited.

SPONSOR

Nestlé USA, Inc., 1812 N. Moore St, Arlington, VA 22209 ( "Sponsor").

OVERVIEW OF ESSENTIA NATION REWARDS PROGRAM

The Program is a loyalty program through which eligible, registered participants ("Participants", "you" or "your") may (a) earn points ("Points") by (i) purchasing qualifying Essentia brand products and providing purchase documentation (as described below) for such products on essentianationrewards.com (the “Website”) and/or (ii) completing designated activities as described below; and (b) redeem Points for Rewards (as defined in the Rewards and Points Redemption Section below) on the Website, subject to the terms stated on the Website and set forth in these Terms.

PROGRAM AND ELIGIBILITY

Program: The Program will begin on or about 12:00 A.M. Eastern Time ("ET") on May 29, 2024, and is scheduled to end on a future date that will be determined by Sponsor in its sole discretion and announced by Sponsor. Unused Points will expire at 11:59 P.M. ET on the last day of the Program (or as may be extended or modified). After the conclusion of the Program, any and all Points remaining in a Participant Account after the Program end date will be void and automatically forfeited without the Participant receiving any reward, compensation or other benefits in exchange the Program will no longer be available, and no further liability will be owed to any Participant or any other person or entity.

Eligibility: The Program is open to legal residents of the fifty (50) United States and the District of Columbia who are eighteen (18) years of age or older at the time of registration (“Participant”). Employees, officers, directors of Sponsor, Brandmovers, Inc. ("Administrator"), their parent companies, and each of their respective subsidiaries and affipated companies, advertising and promotion agencies, entities or individuals engaged in the development, administration, production, or distribution of materials for, or implementation of the Program (collectively referred to herein as the "Program Entities"), and the immediate family members (i.e., spouse, siblings, children and parents including foster and step-relations) or those living in their same household (whether or not related) of such individuals are not eligible to participate in the Program. As used in these Terms, unless otherwise noted, the terms " we," "us," and "our" shall be deemed to collectively refer to both Sponsor and Administrator.

This Program and all services and benefits of the Program are intended and provided for individual Participant use only, and not for commercial or resale use. No company, commercial entity, reseller, or other entity, may direct, encourage, induce, benefit from, or allow individuals to participate for anything other than individual, personal use, and any such activities are strictly prohibited and will result in the loss of all accumulated Points, and/or Rewards without compensation therefor and such ineligible individuals will be disqualified from the Program permanently, at Sponsor’s sole discretion.

Sponsor reserves the right to revise or change these Terms at any time (including without limitation modifying, altering, adding, or deleting Program benefits, Points values, qualifying products, redemption levels, conversion ratios, Rewards, delivery methods and conditions for active enrollment, participation, and eligibility), which may affect the value of the Points already accumulated. Participants are responsible for remaining aware of the current version of the Terms by periodically checking this page. If the Terms are updated, any changes will apply to all Participants enrolled in the Program on the date the Terms are revised, as posted on the Website. AS THE PROGRAM EVOLVES, THE PROGRAM AND THESE TERMS MAY BE MODIFIED. SPONSOR MAY CEASE OFFERING THE PROGRAM UNDER THESE OR OTHER TERMS UNDER WHICH THEY WERE PREVIOUSLY OFFERED. Therefore, you should review the posted Terms each time you access the Website and use the Program. However, the Terms that applied when you previously used the Program will continue to apply to such prior use (i.e., changes and additions are prospective only). You should frequently check the Website, and the email associated with your Participant account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional Terms by discontinuing participation in this Program, as your sole remedy. Each Participant's continued participation in the Program constitutes the Participant's acceptance of any changes to these Terms. The most current version of these Terms will be available on the Website.

PRIVACY

Any information Participants provide to us is subject to Sponsor's Privacy Policy available at: https://privacy.nestleusa.com/. For information on how your personal information may be used by the Administrator, please read their privacy policy at: https://www.brandmovers.com/terms-and-conditions

PROGRAM REGISTRATION AND PARTICIPANT ACCOUNT

You must first register in the Program to become a Participant. To register, visit the Website and follow all registration instructions. There is no purchase necessary to register. Participants will have an account (referred to herein as the "Participant Account"). A Participant Account must be and remain in good-standing to earn and redeem Points. Participant Account "in good standing" means, among other things, that the Participant Account has not been subject to any inquiry for fraud or other suspect activity, all Points therein are earned by valid means, and the Participant Account is maintained by an eligible Participant, all pursuant to and in compliance with these Terms. Purchases made prior to the start of the Program or made prior to Program registration are not eligible to receive Points.
Program Entities are not responsible for any incorrect or inaccurate information supplied by Participants while participating in the Program. Each Participant is responsible for all usage or activity in their Participant Account and all information, passwords, and access in connection therewith. Fraud or abuse relating to registration, providing of personal information, participation, Points or redemption of Rewards is a violation of these Terms. In connection with your Participant Account, you agree that: (i) You will provide true, accurate, current, and complete information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (ii) You are solely responsible for all activities that occur under your Participant Account - whether or not you authorized the activity; (iii) You are solely responsible for maintaining the confidentiality of your Participant Account and for restricting access to your personal computer, mobile phone or other device so that others may not access the Program or your Participant Account using your name, or password; (iv) You will immediately notify us of any unauthorized use of your Participant Account, password, or any other breach of security by contacting us using the "Contact Us" feature on the Website; and (v) You will not sell, transfer, or assign your Participant Account. Program Entities will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third-party arising from your inability or failure for any reason to comply with any of the foregoing obligations. Participants are solely responsible for any fraudulent use that may occur due to the theft of or sharing of a Participant's Account and related information.
If any information that a Participant provides, or if we have reasonable grounds to suspect that any information provided, is false, inaccurate, outdated, incomplete, or violates these Terms, or any applicable law, then we may suspend or terminate participation in the Program and void all Points in Participant's Account at our sole discretion. We also reserve the more general and broad right to terminate your Participant Account or suspend or otherwise deny you access to your Participant Account, your Points and/or your Rewards - in our sole discretion, for any reason, and without advance notice, obligation or liability.

Limit one (1) Participant Account per person. A Participant may not: (a) activate or use more than one (1) Participant Account, name or email address; (b) use the name of another person without authorization of that person; (c) use a false or misleading name, address, or email address in connection with their participation in the Program or Participant Account; or (d) present or supply false or misleading information to any Program Entity. Duplicate Participant Accounts are subject to cancellation, and any Points accumulated in multiple Participant Accounts will be forfeited. If a Participant allows their Participant Account to be used or accessed by multiple persons within their same household, Participant agrees to ensure such use complies with and remains subject to these Terms and assumes all responsibility and liability thereof. Participants must always keep all Participant Account information current. Participants may update their Participant Account by logging into the “Profile” section of the Website. In the event of a dispute over the identity of a Participant, the Participant named in the Participant Account will be deemed to be the authorized holder of the Participant Account and such Participant must comply with these Terms.

QUALIFYING PRODUCTS

“Qualifying Products” are defined as participating Essentia products listed on the Website, purchased by you during the Program, from a participating U.S. retailer, in store or online, and for which you have and can show proper purchase documentation (defined below). Participating Qualifying Products and assigned Point values are provided on the Website (and are incorporated herein by reference). The purchase of any products not on the eligible list of Qualifying Products (as may be revised from time to time), or products that are specifically excluded do not constitute Qualifying Products for purposes of the Program. Any products suspected of being counterfeit, or otherwise received, purchased, or obtained from illegal, illegitimate, or unauthorized channels, inconsistent with or not in compliance with these Terms do not constitute Qualifying Products.

PROOF OF PURCHASE DOCUMENTS REQUIRED AND HOW TO CLAIM POINTS

To earn Points for the purchase of a Qualifying Product, within thirty (30) calendar days of a purchase, as dated on the receipt, access your Participant Account on the Website, submit a clear photo of your receipt(s) showing the Qualifying Products ("Purchase Documentation"), and choose the product name from the supplied dropdown menu. To be valid and earn Points, your receipt must include:

Each submission satisfying the above criteria shall qualify to earn ten (10) Points for every dollar ($1) spent on Qualifying Products.

Points are calculated based on each separate receipt and UPC code submitted for Qualifying Products as stated on the Website. Purchase Documentation which indicates - or that we suspect indicates - that the Qualifying Products were not actually purchased, were purchased and then returned, were not purchased in good faith, were purchased prior to the start of the Program, are counterfeit, duplicative of another redemption, that has been bartered, traded, auctioned or sold, or otherwise not in compliance with these Terms or instructions on the Website, or are not in the spirit of the Program (as determined in our sole discretion) will not be valid.

Once the Qualifying Product(s) and Purchase Documentation has been properly submitted and verified, the Points that correlate to that Qualifying Product at the time your Purchase Documentation is electronically submitted will be deposited into your Participant Account and can be redeemed for Rewards. Points have no value, purpose or use except in exchange for Rewards (if any) offered via the Program. Points will post to your Participant Account in approximately two (2) business days from verification of Purchase Documentation.

Participants will also have other Point earning opportunities as listed on the Website. Points will post to your Participant Account in approximately two (2) business days following completion of the applicable activity.

POINT LIMITATIONS AND RESTRICTIONS

We reserve the right, in our sole discretion, at any time during the Program, all as set forth in these Terms, to: (i) change the number of Points awarded, or to give no Points for any particular Qualifying Product, (ii) offer additional or new participating Qualifying Products for a limited time or permanently, (iii) delete any or all means to earn Points, (iv) increase or limit the number of times or frequency a Participant may earn Points for any particular Qualifying Product, (v) allow greater Points for multiple Qualifying Products purchased together, or within a specified time-frame, or in combination, (vi) offer different Points values to select groups of Participants, and (vii) offer unique Points earning opportunities to select groups of Participants. Points are always subject to verification and eligibility as determined by us, in our sole and absolute discretion. Once provided, Points can be used as soon as they are reflected in the Participant's Account and/or may be accrued over time for later use during the Program. NOTE: all Points are null and void at the conclusion of the Program, unless extended or modified in writing by Sponsor and/or Administrator if applicable.

Participant's Account, as displayed on the Website, is comprised of Points that are available for use. Points redeemed for a Reward will be immediately deducted from the Participant’s Account Points balance upon confirmation of redemption. Administrator will use reasonable efforts to ensure Points are allocated and accrued correctly; however, Participants should review their Participant Account to ensure that their Points are properly credited. If a Participant believes that their Participant Account balance is incorrect, that Participant should, within six (6) weeks of the applicable submission or activity completion in which Participant did not receive Points, go to the "Contact Us" page on the Website and submit an inquiry stating the Participant's name, email address and specific information concerning the Points in question. The Administrator will investigate the matter and respond back to the Participant. Points subsequently determined, in the sole discretion of Administrator, to be invalid, will be removed from a Participant's accumulation total. Points subsequently determined, in the sole discretion of Administrator during the Program, to be valid, will be added to Participant's Account. All decisions made by Sponsor and/or Administrator are final and binding.

Participant has no property, proprietary, intellectual property, ownership, or monetary interest in the Points, which remain Sponsor property at all times. Points have no "real world" value, may not be used as legal tender, and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points may be revoked at any time by Sponsor and/or Administrator as set forth herein. Participants may not combine, accumulate, or transfer Points with other Participant Accounts. Points are not considered to be property of a Participant and as such, a Participant cannot purchase, sell, barter, trade, transfer, or assign their Points to any other person. Any attempt to combine or transfer Points will result in disqualification from the Program and forfeiture of all Points in any applicable Participant Accounts. Points will not be valid unless Points are in strict compliance with the requirements as established and intended by us, and Participant shall not attempt to get Points by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements.

POINTS EXPIRATION AND FORFEITURE FOR PARTICIPANT ACCOUNT CANCELLATION OR INACTIVITY

Points will expire after twelve (12) months of a Participant Account inactivity, which is defined as no Program logins, activity completions, or point redemptions in any continuous twelve (12) month period as determined by Sponsor and Administrator in their sole and absolute discretion. Participants may contact us using the "Contact Us" form available on the Website to request for Points to be reinstated after expiration, which Sponsor and Administrator may approve or reject in their sole discretion.

Sponsor and/or Administrator may terminate any Participant's Account, in their sole discretion, if a Participant has been inactive for a period of twelve (12) months or more; or if the Participant is in violation of any of these Terms, including, without limitation, failure to follow Program policies and procedures, the sale or barter of Points or Rewards, any misrepresentation of fact, or other improper conduct as determined by Sponsor and/or Administrator in their sole discretion. Upon termination of a Participant's Account by Sponsor, the Points in a Participant's Account will be immediately forfeited and have no value. If a Participant is disqualified or if Points/Rewards are forfeited for any reason, as stated in these Terms, the Points/Rewards will be void, will not be reinstated, and Participant will not be compensated therefore in any manner. In Sponsor's and/Administrator’s sole discretion, Participant may be disqualified from future participation in the Program permanently or from participation in similar Sponsor loyalty programs. Participants may terminate their enrollment in Program at any time by logging into the Website and using the "Contact Us" form available to request that we deactivate your Participant Account and delete any personal data that we have collected from or about you. We will respond to your deletion request within seven (7) days of receipt of your request to terminate enrollment. By terminating enrollment, all of Participant's accumulated Points will be immediately forfeited.

REWARDS AND POINTS REDEMPTION

Points may be redeemed for merchandise, coupons, participation in limited time or quantity offers, gift cards, events, and experiences, offers from third party partners/brands outside of Sponsor, or similar items ("Rewards") as provided on the Website.

General: The available Rewards – and the number of Points required for each Reward - are listed on the Website (and incorporated herein by reference). Sponsor reserves the right to modify the Points value(s) for any Reward, at any time and for any reason, during the Program and you understand and agree that we may set and/or vary the Points for any such Rewards in our sole and absolute discretion at any time throughout the Program. The items listed as Rewards on the Website will fluctuate as available items are redeemed and additional items are added or modified by us. All Rewards are available on a first-come, first-serve basis, many in limited quantities and while supplies last. Rewards, and the redemption thereof, and any other related information are subject to Reward availability, Participant's eligibility, and compliance with these Terms in our absolute discretion. Rewards pictured on the Website are for illustrative purposes and may not necessarily reflect exact colors, styles, models or features of actual Reward. SPONSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES OR COVENANTS THAT ANY PARTICULAR REWARD WILL BE (OR WILL CONTINUE TO BE) AVAILABLE OR OFFERED IN THE PROGRAM. Sponsor reserves the absolute right to modify, change, delete or add Rewards, or any element thereof at any time.

Redemption: To redeem Points, view the Rewards listed on the Website. You can choose any Reward still available for which you have accumulated sufficient Points for redemption. Click the image corresponding to the Reward you wish to redeem and follow the links and instructions to complete the redemption process. As part of the redemption process, you will receive a confirmation email and when applicable, an email confirming that your request for the Reward has been processed. Emails will be sent to the email address associated with the Participant's Account. The total number of Points a Participant can use to redeem for a Reward at any given time is the total number of Points available in their Participant Account at the time of redemption. Once a Participant has submitted a redemption request for a Reward from the Website, the applicable number of Points will be deducted from the Participant Account. Participants are limited to one eGift card redemption per day. A day is defined as twenty-four (24) hours.

Participants are responsible for ensuring the information associated with their Participant Account is accurate and up to date. We are not responsible for non-receipt of an item shipped or emailed to the mailing/email address associated with a Participant's Account. Changes to Participant Accounts, or the information in them, should only be made by the Participant associated with the applicable Participant Account.

All Points/Reward Redemptions are Final: All Point redemptions for Rewards are final and cannot be modified or reversed. Points will not be reinstated or placed back into a Participant's Account, unless an error was reported and verified as provided herein. We will not reinstate any quantity of redeemed Points for any reason after the request has been submitted for a Reward. Merchandise may not be returned to Sponsor for any reason, except as stated herein. Refunds, exchanges and other issues regarding a third-party supplied Reward (if applicable) are governed by the manufacturer and/or third-party vendor's terms and conditions applicable to the Reward, if any, and are not the responsibility of Sponsor or any other Program Entity.

Rewards with Limited Availability: Many Rewards available on the Website for redemption may be available in limited quantities, or for a limited time. Once the total available number of any such Reward has been claimed, or once the limited time to redeem such a Reward has expired, that item will be removed from the Website for redemption and/or marked as "No Longer Available". If there is a particular Reward offered that you would like to receive, you should redeem your Points for that Reward as soon as possible (once you have enough Points) as supplies or redemption time may be limited (or the Program may be discontinued at any time in our sole discretion). If you redeem your Points for a Reward, and we determine that the Reward was unavailable, out of stock, or for any other reason, cannot be provided to you, we will reinstate the Points you redeemed for the Reward to your Participant Account.

Notice of Financial Incentive In connection with the Program, we may offer financial incentives and/or price or service differences (“Incentives”) to Participants in exchange for our use of Your personal information. To offer these Incentives, we must collect the personal information You provide when You sign up or engage in activities in connection with the Program, such as Your email address, referral activity, purchase history, and engagement with Sponsor via the Program (“Sponsor Rewards Data”) so that we can follow Your participation in and Your engagement with the Program, as described in these Terms and Conditions and the Privacy Policy. The value of Sponsor Rewards Data is calculated by determining the approximate additional spending per Participant, per year compared to individuals who have not participated in the Program. The value of Sponsor Rewards Data is reasonably related to the costs associated with offering the Incentives. You can withdraw from or cancel Your enrollment in the Program at any time by using the "Contact Us" feature on the Website; or by using the online chat.

DELIVERY, TAXES AND WARRANTY

Rewards will be delivered via U.S. mail or via email at Administrator’s sole discretion. All Rewards will be delivered to the U.S. mailing address/email address as provided by the Participant during the registration or redemption process. All physical Rewards will be shipped via U.S. mail (or other carrier at the discretion of Sponsor) within three (3) to six (6) weeks from date of order/notification unless the Website states a different schedule or the particular Reward ordered is limited in quantity, backordered, or out of stock. Merchandise can only be shipped within the U.S. and cannot be shipped to a P.O. Box. Digital Rewards in the form of online gift certificates/cards/codes, if any, will be sent via email to the email address listed in the Participant's Account in approximately two (2) business days from the date of the order/notification. Gift cards are subject to the issuer terms and conditions and neither the Sponsor nor Administrator shall have any responsibility or liability in connection with third party gift cards. Rewards that are returned, unclaimed, or undeliverable for whatever reason (including incorrect or invalid Participant Account or redemption information) will not be re-sent and are forfeited, and the Points will be forfeited and not reinstated, and Sponsor shall have no further obligation to award said item to Participant.

Participants are responsible for all applicable federal, state and local taxes associated with any item or Reward given under the Program.

PROGRAM ENTITIES DO NOT ENDORSE OR ASSUME LIABILITY OR RESPONSIBILITY FOR: (A) ANY OF THE SUPPLIERS, VENDORS, MANUFACTURERS, OR PROVIDERS OF MERCHANDISE, REWARDS, OR ITEMS AVAILABLE THROUGH THE PROGRAM (COLLECTIVELY, "REWARD SUPPLIERS"); (B) ANY OF SAID REWARD SUPPLIERS' PRODUCTS, SERVICES, ITEMS OR GIFT CARDS; OR (C) ANY OF SAID REWARD SUPPLIERS' PRACTICES, POLICIES OR TERMS AND CONDITIONS.

REWARDS ARE PROVIDED TO PARTICIPANTS "AS IS" AND “AS AVAILABLE.” PROGRAM ENTITIES DO NOT MAKE AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY

DELIVERY, TAXES AND WARRANTY

Sponsor reserves the right, in its sole discretion to shorten, extend, suspend, modify, cancel or terminate the Program in whole or in part at any time, and for any reason even though such action may affect a Participant's ability to accrue Points, claim a Reward, or access any other benefit or service under the Program. In the event the Program is canceled or terminated prior to the anticipated Program end date (not due to a Technical Difficulty (defined below)), a notice will be posted on the Website and if reasonably commercially practicable to do so, a notice will also be sent to all Participants via email prior to the date of termination. Participants will have until the revised date of Program termination, or another date clearly communicated by Sponsor, to redeem their Points. If for any reason the Program, or any element thereof, is impaired, not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, cheating, bots/scripts, mechanical or other artifice, regularly-scheduled maintenance, equipment failure, technical or any other failures, a force majeure event, human or any other error, or any other causes similar or dissimilar which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Program, or any element thereof (as determined by us in our absolute discretion) (referred to collectively as a "Technical Difficulty"), we reserve the right to rescind Points or forfeit Rewards (even if already in the process of redemption but not yet delivered to a Participant's Account), or to modify the Program or any element thereof in a manner that best conforms to the spirit of these Terms without suspending it, suspend the Program or any element thereof to address the impairment and then resume in a manner that best conforms to the spirit of these Terms, or cancel, terminate, suspend or modify the Program, in whole or in part. Under such a circumstance of Technical Difficulty and provided in Sponsor's sole discretion it is reasonably commercially practicable and equitable given the situation affecting the Program, Sponsor will attempt to provide Participants thirty (30) days’ notice from the date Program termination is announced to redeem any Rewards with eligible, non-suspect Points. Without limitation, any attempt or suspected attempt, directly or indirectly, by any individual, entity or Participant to use or benefit from the use, in our discretion, of any form of manipulation, exploitation or abuse of the Program, any artifice, mechanical, robotic, repetitive, automatic, bots/scripts, programmed or similar participation or other methods, agents or services will immediately invalidate the Participant Account, Points and/or Rewards of such individual(s) suspected of engaging in or benefiting from such methods, and they will be disqualified from the Program permanently. We reserve the right to review any Participant's participation, logs, and activities of any individual and/or Participant Account at any time. Without limiting the foregoing, we reserve the right to suspend or terminate any Participant who, in our sole discretion, is suspected of tampering with or abusing any aspect of the Program or Website, using the Program in a manner in violation of or inconsistent with these Terms, engaging in cheating or fraudulent activity or artifice, or violating any federal, state or local, laws, statutes or ordinances, and any such activities will result in the loss of all accumulated Points, and/or Rewards without compensation therefor and such Participants will be disqualified from the Program permanently. ANY ATTEMPT BY ANY PERSON TO DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS IN VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

GENERAL CONDITIONS

We have the sole discretion to interpret and apply the Terms and all elements thereof. All issues, concerns, questions or disputes regarding the Terms, the Program, or any element thereof, including, but not limited to, participation and/or a Participant's eligibility and compliance with these Terms will be resolved by us in our absolute discretion. By participating in the Program, you agree to be bound to these Terms and our decisions, which are final and binding. We are not responsible for lost, late, misdirected, incomplete, unintelligible, illegible, stolen, damaged, mutilated, returned, or undelivered submissions, mail or email or other communications of any kind, or for lost, interrupted or unavailable satellite, network, server, Internet Service Provider (ISP), Website, app, or other connections availability, accessibility or traffic congestion, or miscommunications, or failed computer, network, telephone, satellite, cable hardware, software or lines, or technical failure, or jumbled, scrambled, delayed, or misdirected transmissions, or computer hardware or software malfunctions, failures or difficulties, incompatibility, or errors of any kind whether human, mechanical, electronic or network, or the incorrect or inaccurate capture of information, nor for the failure to capture any such information in connection with the Program, or any element thereof. We are not responsible for injury or damage to Participants' or to any other person's computer or device related to or resulting from participating in this Program or downloading materials from or use of the Website. In the event of any discrepancy, ambiguity, inconsistency, printing or any other error or miscommunication on the Website, in any advertising, Program materials and/or any other information or communications in whatever media or medium relating to this Program, these Terms shall govern. We are not liable to Participants or any other person or entity for failure to execute the Program or any element thereof or supply any Points, items or Rewards or any part thereof, by reason of any act of God, any action(s), regulation(s) order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist act, cyber-attack, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, pandemic or other health emergencies, civil disturbance, insurrection, riot, or any similar or dissimilar event beyond our reasonable control. These Terms, together with the Privacy Policy, and any other additional terms and limitations posted on the Website, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations, and discussions, whether oral or written. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be severed from the remainder of these Terms, which will otherwise remain in full force and effect. To the extent permitted by applicable law, Participants waive any applicable statutory and common law that may permit a contract to be construed against its drafter. We reserve the right, without limitation, to: (i) investigate any suspected breaches of the Website's security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms; (iii) investigate any information obtained by reviewing law enforcement databases; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms; and (vi) discontinue the Program, in whole or in part, or, suspend or terminate Participant's access to it, in whole or in part, including any Participant Accounts or registration, at any time, without notice, for any reason and without any obligation to Participants or any third party. Any suspension or termination will not affect Participant's obligations to us under these Terms. Upon suspension or termination of Participant's access to the Program, or upon notice from us, all privileges granted to Participants under these Terms will cease immediately, and Participants agree that they will immediately discontinue use of the Program. The provisions of these Terms, which by their nature should survive suspension or termination will survive, including the rights and licenses Participants grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by Participants, and Participants may not delegate Participant's duties under them. Headings are provided for convenience only.

INDEMNITY, RELEASE AND LIMITATIONS OF LIABILITY

In exchange for the right to participate in the Program, Participants agree to indemnify, defend and hold harmless Sponsor, Administrator, all other Program Entities, and their parent, affiliated and subsidiary companies, advertising and promotion agencies, and their respective distributors, officers, directors, employees, independent contractors, representatives, assigns and agents (collectively, "Released Parties") from and against any and all causes of action, damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property ("Claims"), that directly or indirectly arise from or are related to: (i) Participant's use of the Program, the Website, and any activities in connection with the Program; (ii) Participant's breach of these Terms or any Additional Terms; (iii) Participant's violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with Participant's use of the Program or Website or activities in connection therewith; (iv) information or material transmitted by Participant or through Participant's Device(s), even if not submitted by Participant, including but not limited to information or material that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by Participant; (vi) the acceptance, possession, use, misdirection, or misuse of any item claimed as a Reward or any element thereof; and (vii) our use of the information that Participants submit to us (all of the foregoing collectively, "Claims and Losses"). Participants will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. Participants will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Sponsor. BY PARTICIPATING IN THE PROGRAM, A PARTICIPANT INDEMNIFIES AND HOLDS THE RELEASED PARTIES HARMLESS FROM AND WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO SUCH CLAIMS AND LOSSES IN ANY FORUM BEYOND ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR LOSS IS BASED. IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THIS PROGRAM OR PARTICIPATION THEREIN OR ANY ELEMENT THEREOF. To the fullest extent permitted by law, the foregoing releases will apply even if any of the foregoing Claims and Losses were foreseeable and even if Released Parties were advised of or should have known of the possibility of such Claims and Losses, regardless of whether Participants bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, force majeure, Technical Difficulties, or destruction of the Program). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RELEASED PARTIES' TOTAL LIABILITY TO A PARTICIPANT, FOR ALL POSSIBLE CLAIMS AND LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH PARTICIPANT'S ACCESS TO AND USE OF THE PROGRAM OR WEBSITE AND PARTICIPANT'S RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT SUCH PARTICIPANT HAS PAID FOR THE PRODUCT IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

RIGHT OF PUBLICITY

By participating in the Program, Participants hereby irrevocably grant to Sponsor (and its affiliated companies and their respective authorized representatives) where lawful, the non-exclusive, royalty-free, worldwide irrevocable right to the use (but without obligation) of their name, image, photographs, videotape, likeness, hometown name, biographical information, voice as well as any statements made by Participants regarding the Program, Sponsor or Sponsor's products for publicity, trade, advertising and promotional purposes in all media now known or hereafter developed worldwide, including, but not limited to, the Internet, mobile devices, and World Wide Web, without additional compensation, and without the right of review, notification or approval.

WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF

IF A PARTICIPANT CLAIMS THAT THEY HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH THEIR PARTICIPATION IN THE PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE ANY PARTICIPANT TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH ANY CLAIM, PARTICIPANTS AGREE THAT THEY WILL NOT SEEK, AND THAT THEY WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION IN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US.

GOVERNING LAW AND VENUE

Any dispute arising from these Terms and the Program will be governed by and construed and enforced in accordance with the laws of Delaware except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Delaware and the United States.

INDEMNIFICATION AND LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES AND RELEASE; AND DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THESE TERMS INCLUDE A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, AND A BINDING INDIVIDUAL ARBITRATION AGREEMENT TO RESOLVE DISPUTES. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. FOR CLARITY, YOUR PARTICIPATION IN THE PROGRAM IS SUBJECT TO, AND YOU AGREE TO, THE RELEASES, OBLIGATIONS, DISPUTE RESOLUTION PROCEDURE, AND OTHER TERMS SET FORTH IN THIS SECTION (“INDEMNIFICATION AND LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES AND RELEASE”; AND DISPUTE RESOLUTION”), AND IN THE “DISPUTE RESOLUTION” SECTION OF THE NESTLÉ USA TERMS & CONDITIONS. THE DISPUTE RESOLUTION SECTION OF THE NESTLÉ USA TERMS & CONDITIONS IS INCORPORATED HEREIN BY REFERENCE AND APPLIES TO DISPUTES, CLAIMS, OR ANY OTHER RELEVANT ASPECT ARISING FROM THE PROGRAM OR THESE TERMS. THE NESTLÉ USA TERMS & CONDITIONS ARE AVAILABLE AT: HTTPS://WWW.NESTLEUSA.COM/TERMS