Official Rules
Effective Date: August 1, 2024
Application to Giveaways. These Official Rules (“Official Rules”) apply to every giveaway (each a “Giveaway,” and collectively, “Giveaways”) held by Upward Spiral Technologies, Inc, a Delaware company. However, specific Giveaways may have specific rules in addition to these Official Rules ("Specific Rules,” and together with these Official Rules, the “Rules”). In such cases, Upward Spiral Technologies will publish the Specific Rules in the “Legal Information” section on the page associated with the particular Giveaway ("Giveaway Page”). Where the Specific Rules differ from these Official Rules, the Specific Rules will control unless expressly stated to the contrary herein.
BY ENTERING A GIVEAWAY (BECOMING A “PARTICIPANT”), YOU AGREE TO THE RULES. THE RULES ARE A BINDING CONTRACT, SO YOU SHOULD READ THEM CAREFULLY BEFORE ENTERING ANY GIVEAWAY. THESE OFFICIAL RULES REQUIRE YOU TO INDEMNIFY AND TO RELEASE ALL CLAIMS AGAINST THE RELEASED PARTIES (AS DEFINED BELOW). BY ENTERING A GIVEAWAY, YOU ARE AGREEING TO MANDATORY, BINDING ARBITRATION WITH NO CLASS RELIEF, AND TO A LIMITATION OF YOUR RIGHTS AND REMEDIES, INCLUDING ANY DAMAGES THAT YOU MAY RECOVER.
By entering a Giveaway and/or registering as an Upward Spiral Technologies member, and where you have otherwise provided the requisite consent, you agree that the personal information provided in connection with the same will be subject to the Upward Spiral Technologies Privacy Policy ("Privacy Policy”). Please see “Uses of Participant Personal Information; Privacy Policy” below for additional information regarding usage of your information.
SCAM ALERT: Protect yourself from scams. If you are selected as a potential Prize winner in a Giveaway, we will contact you via the phone number and/or the e-mail address you provided on your order or entry form. You will never be asked to provide credit card or bank information or to make a payment as a condition of receiving a Prize award. Those are sure signs of scams.
NO PURCHASE NECESSARY; VOID WHERE PROHIBITED. NO PURCHASE, PAYMENT OR FINANCIAL CONTRIBUTION OF ANY KIND IS NECESSARY TO ENTER OR WIN ANY GIVEAWAY. THERE IS NO COST TO ENTER ANY GIVEAWAY, AND FREE ALTERNATE METHODS OF ENTRY ARE ALWAYS AVAILABLE FOR ALL GIVEAWAYS.
NOTWITHSTANDING ANY PROVISION OF THESE OFFICIAL RULES, THE SPECIFIC RULES ON ANY GIVEAWAY PAGE OR ANY OTHER REPRESENTATION, THE GIVEAWAY AND ENTRIES ARE VOID WHERE OTHERWISE PROHIBITED OR RESTRICTED BY LAW THROUGH NO FURTHER ACT OF ANY PARTY. ALL FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS AND REGULATIONS APPLY.
Methods of Entering a Giveaway:
Our Giveaways are always free to enter. You may redeem Tokens to receive entries into the Giveaway(s) of your choice, in accordance with the applicable Token-to-Entry conversion rate displayed in the App. Tokens cannot be purchased directly and must be earned through eligible activities as described below. Depending on your preference, you can earn Tokens in the following ways:
A. Merchandise Purchases. You may earn Tokens by purchasing eligible products (as defined in our Terms of Service) after clicking through our site or activating our browser extension prior to completing your transaction. Eligible purchases made within the site’s cookie window will result in Tokens being deposited into your account. If any such item is returned or cancelled, the corresponding Token reward will be reversed.
B. Arcade Games. You may earn Tokens by playing eligible games available within the Wave App (“Arcade Games”). The amount of Tokens earned per game or per gameplay session may vary and will be displayed within the App.
C. Third-Party Games. You may earn Tokens by downloading, installing, or playing third-party games or apps made available through the Wave App. The amount of Tokens earned and any conditions to qualify will be disclosed within the App prior to participation.
D. Ad Watch. You may earn Tokens by voluntarily viewing in-app advertisements or sponsored content, subject to the terms displayed at the time of participation.
E. Digital Offers. You may earn Tokens by completing promotional offers from third-party partners made available through the App. Eligibility requirements, Token amounts, and verification conditions for each offer will be disclosed prior to participation.
F. Social Media Engagement. You may earn Tokens by interacting with designated posts on Wave’s official social media accounts. The specific actions required (e.g., liking, sharing, commenting) and the amount of Tokens to be awarded will be stated on the applicable post. Tokens will be credited to each participant’s account in accordance with the terms stated in such post.
G. No-Purchase Mail-In Method of Entry. To receive 1,000 Tokens without making any purchase or payment, hand-print your complete first and last name, street address, city, state, zip code, date of birth (mm/dd/yyyy), e-mail address, and daytime telephone number (including area code) on a plain 3” x 5” piece of paper. Mail your entry in a #10 business-size envelope with first-class postage affixed to:
Wave
PO Box 450130
Miami, FL 33245
Limit one (1) mail-in request per envelope. Mail-in requests must be postmarked and received during the Promotion Period to be valid.
Your outer-mailing envelope must include a valid return address, which includes a complete first and last name. Mailed entries received without a verifiable and legible return address
will be deemed incomplete and invalid. Limit one entry per outer-mailing envelope. Bulk shipments (multiple entries in one shipping package) will not be accepted. Mail-in entry, including outer-mailing envelope must be handwritten. No mechanically reproduced entries or metered mail permitted. Each mail-in entry will count as 1,000 tokens that will be added to your account once processed, provided that the mail-in entry complies with the above requirements. Mail-in entries that are not in the format specified above, that are illegible, inaccurate, incomplete, or reproduced via photocopier or otherwise will be considered null and void. Not responsible for lost, illegible, mutilated, or misdirected letters. All material submitted becomes property of Upward Spiral Technologies and will not be returned. No correspondence will be acknowledged or entered into; requests for confirmation of receipt of mail-in entries will not be acknowledged.
Participants who are potential Prize winners may be required to provide some or all of the following: (i) Social Security Number; (ii) picture proof of identification, which may include a driver’s license, passport, voting card or similar government issued identification; (iii) full mailing address; and (iv) any other information requested by Upward Spiral Technologies in connection with the Prize verification/award process (“Prize Winner Data,” and together with the Site Registration Data and the Portal Registration Data, the “Registration Data”).
Entry Eligibility.
(a) Specific Rules. The Specific Rules for each Giveaway will contain additional terms, conditions and restrictions applicable to eligibility. Please read the Specific Rules for each Giveaway before entering.
(b) Contestants. Persons in any of the following categories are NOT eligible to participate or win Prizes (as defined below) in a Giveaway: any person who on or after February 25, 2019, was or is: (a) a director, officer, employee, agent, or independent contractor of Upward Spiral Technologies or any charity/celebrity/personality participating in a Giveaway, or the applicable parent company, subsidiaries, affiliates or service agencies; or any entities retained by such person for the administration of the Giveaway; (b) an individual engaged in the development, production or distribution of the Giveaway materials or the Prize associated with the Giveaway; and (c) an immediate family member (defined as spouse, IRS dependent, or biological, adoptive or stepmother, father, sister, brother, daughter or son, and each of their respective spouses) of, or who resides in the same household as, any person in any of the preceding categories.
(c) Most Giveaways are only open to legal residents of the fifty (50) United States and the District of Columbia, and Canada excluding Quebec, but they are all void in Puerto Rico, as well as all countries on the United States list of embargoed countries found here and any other state or country where local laws would prohibit the provision of or entry into a Giveaway. Also, Giveaways are only open to individuals who have reached the legal age of majority in their state/province/territory of residence at the time of entry. PLEASE CONTACT US AT SUPPORT@JOINWAVE.COM TO DETERMINE IF YOU ARE ELIGIBLE TO PARTICIPATE IN A GIVEAWAY IN YOUR COUNTRY, STATE, PROVINCE OR PRINCIPALITY. UNLESS OTHERWISE INDICATED IN THE SPECIFIC RULES FOR A GIVEAWAY, (i) GIVEAWAYS ARE OPEN TO US RESIDENTS AND CANADA (EXCLUDING QUEBEC) ONLY, (ii) GIVEAWAYS AWARDING REAL PROPERTY INTERESTS ARE RESTRICTED AS DESCRIBED BELOW.
(d) Prize Limitations. Your country, state, province, principality or governing body may allow you to enter a Giveaway, but not allow you to receive a Prize from winning such Giveaway. Upward Spiral Technologies is not obligated to deliver a Prize in connection with, or allow your entry into, a Giveaway if such delivery or entry would violate applicable law or regulations.
(e) IT IS YOUR RESPONSIBILITY TO CONFIRM (i) YOUR ELIGIBILITY TO ENTER A GIVEAWAY; (ii) WHETHER OR NOT A GIVEAWAY IS OPEN IN YOUR COUNTRY, STATE, PROVINCE OR PRINCIPALITY; AND (iii) ANY SPECIFIC RESTRICTIONS ON ACCEPTANCE OR RECEIPT OF THE GIVEAWAY PRIZE(S) APPLICABLE TO YOU. IN ALL CASES, NOTWITHSTANDING ANY PROVISION OF THESE OFFICIAL RULES, THE SPECIFIC RULES SET FORTH ON ANY GIVEAWAY PAGE OR ANY OTHER REPRESENTATION, GIVEAWAYS ARE VOID WHERE PROHIBITED BY LAW, AS DESCRIBED IN SECTION 2 ABOVE. ALL DECISIONS OF THE SPONSOR WITH RESPECT TO YOUR ELIGIBILITY TO ENTER A GIVEAWAY AND THE ELIGIBILITY OF ENTRIES SHALL BE FINAL AND BINDING IN ALL RESPECTS.
Entry Window. The start and end date for each Giveaway shall be listed in the Specific Rules on each Giveaway Page. Unless otherwise specified, entries for a Giveaway are first accepted at 12:00:01 A.M. EST and not accepted after 11:59:59 P.M. EST on the days specified in the Specific Rules.
Notification of Win. Within ten (10) business days of a Giveaway closing, Upward Spiral Technologies will use an automated random drawing process generally accepted for such purposes, subject to reasonable oversight, to draw the potential winner(s) for that Giveaway.
Pending a positive outcome of the confirmation process, an Upward Spiral Technologies representative will notify the potential winner via the email and/or phone numbers on file with Upward Spiral Technologies for which consent for use has been received. Potential winners must update their Registration Data, as necessary, to remain eligible to receive a Prize. The potential winner must respond within the time period designated in the notification (or otherwise within five (5) days of such attempt at notification by Upward Spiral Technologies if no time period is given in the notification), or Upward Spiral Technologies may, in its sole and absolute discretion, either: (a) select another randomly drawn potential winner in accordance with this Section 7; or (b) continue to attempt notification of the existing potential winner until such time as Upward Spiral Technologies makes successful contact with such existing potential winner or decides, in Upward Spiral Technologies’s sole and absolute discretion, to select another randomly drawn potential winner in accordance with this Section 7. Before confirming a potential winner as the winner, Upward Spiral Technologies may require the potential winner and their guests (for awards of travel prizes) to confirm their eligibility, including by executing a notarized Affidavit of Eligibility and Liability/Publicity Release (“Affidavit”) or Statement of Eligibility and Liability/Publicity/Release (“Statement”) and, where so required, return such Affidavit or Statement within five (5) days following attempted notification. If the potential winner and guest do not execute and return all required documents, including the Affidavit or Statement, within the time frame specified by Upward Spiral Technologies, they will forfeit the Prize and Upward Spiral Technologies will move on to another randomly drawn potential winner. Travel companions of the potential winner(s) will also be required to sign an Affidavit or Statement prior to issuance of tickets.
Prize Conditions; Taxes. Upward Spiral Technologies describes each Prize on the applicable Giveaway Page and in the associated Specific Rules, including the approximate retail value for each such Prize. Some Prizes have additional restrictions or conditions posted on the Giveaway Page and/or in the Specific Rules.
All Prize elements are subject to availability. Prizes cannot be transferred or substituted, except Upward Spiral Technologies can substitute a Prize of equal or greater value in Upward Spiral Technologies’ discretion. Unless otherwise specified in the Specific Rules, in the event that a portion of a Prize goes unused, it may not be substituted, transferred, or redeemed for cash. You will be responsible for any taxes resulting from winning or entering into a Giveaway. Upon your written request to support@joinwave.com, Upward Spiral Technologies will give you a Form W-9 to verify Upward Spiral Technologies’ tax identification number. All U.S. winners that receive a Prize will be issued a Form 1099 to the extent required by applicable law.
Odds of Winning a Prize. The odds of winning each Prize varies based on the total number of entries during the prize period.
Prize Payout. Subject to the Force Majeure provisions in Section 19 below, the winner may either (a) accept the Prize specified in the applicable Specific Rules; or (b) if there is a “Cash Alternative” specified in the applicable Specific Rules, accept that “Cash Alternative” amount. If a Prize is awarded in cash pursuant to this Section 10, Upward Spiral Technologies may pay such cash amount in up to two hundred and forty (240) equal successive, monthly installments. Unless required by law, the total amount of the cash alternative installment payments is not secured.
Award of any Vehicle. Unless otherwise noted in the Specific Rules on any Giveaway Page, winners are solely responsible for all duties, taxes, costs, and fees associated with any vehicle receipt, ownership, and/or use. The winner: (a) will not be eligible for any cash rebate programs; (b) must have a valid driver’s license (for any Prize which is an automobile) and proof of insurance; and (c) must take delivery of the vehicle at a location specified by Upward Spiral Technologies. Any fees or expenses incurred by the winner for the pickup or retrieval of the vehicle Prize at Upward Spiral Technologies’ specified location shall be the sole responsibility of the winner. For any vehicle Prize, neither Upward Spiral Technologies, any Giveaway partner, nor the vehicle manufacturer has made nor is responsible or liable for any warranty, representation, or guarantee express or implied, in fact, or law, relative to the vehicle Prize, including, but not limited to, its quality, mechanical condition or fitness. NOTWITHSTANDING ANY PROVISION OF THESE OFFICIAL RULES, THE SPECIFIC RULES SET FORTH ON ANY GIVEAWAY PAGE OR ANY OTHER REPRESENTATION, IF A GIVEAWAY INVOLVES A MOTOR VEHICLE AS A PRIZE, THE MOTOR VEHICLE MAY ONLY BE AWARDED TO LEGAL RESIDENTS OF THE UNITED STATES.
Award of any Travel Prizes. For all travel Prizes, the winner must travel on the dates and itinerary specified by Upward Spiral Technologies and all airfare is coach class and hotel accommodations are standard class, unless otherwise specified. The winner and guest must travel on the same itinerary. For international travel, the winner is responsible for obtaining all necessary travel authorizations, visas, passports, or other documentation to legally enter/depart the destination. All expenses other than those mentioned as part of the Prize are your responsibility and will not be provided by the Sponsor. Travel restrictions, conditions and limitations may apply. The Prize value may vary depending on point of departure, travel dates and fare/rate fluctuations. Upward Spiral Technologies is not responsible for any cancellations, delays, diversions or substitutions, or any act or omission of any third person with respect to a Prize or trip. The Prize winner and all guests are responsible for obtaining travel insurance (and all other forms of insurance) at their option and the Prize winner hereby acknowledges that Upward Spiral Technologies will not obtain nor provide travel insurance or any other form of insurance. Lost or stolen tickets, travel vouchers or certificates or similar items once they are in your possession, will not be replaced. Your guest must be of legal age of majority in his/her jurisdiction of residence, or your child or legal ward (unless otherwise approved by us). If you live within a one hundred (100) mile radius of the site where the Prize is to be awarded, Upward Spiral Technologies may provide ground transportation or a stipend for ground transportation instead of airfare. Additionally, any and all expenses not specified above, including, but not limited to, checked baggage fees, meals, incidentals and gratuities, are the sole responsibility of the winner and the winner's guest(s).
Uses of Participant Personal Information; Privacy Policy. When you enter a Giveaway using any of the methods available and/or register to become a user of Upward Spiral Technologies, Upward Spiral Technologies will collect personal information about you as necessary, including Registration Data. If you choose to enter a Giveaway, you agree to the terms of the Privacy Policy and collection and use of information as set out therein. To the extent that the Privacy Policy is in conflict or inconsistent with the Rules as they pertain to a Giveaway, the Rules shall take precedence.
Important Legal Terms. The Giveaway Prize providers involved in the Giveaway and/or the persons providing Prizes, and each of their respective parent companies, affiliates, subsidiaries, successors, assigns, agents, representatives, officers, directors, shareholders, and employees (collectively, the "Released Parties"), are not responsible for: (a) illegible, lost, late, incomplete, misdirected, or undeliverable email; (b) any computer, telephone, satellite, cable, network, electronic or internet hardware or software malfunctions, failures, connections, or availability; (c) garbled, corrupt or jumbled transmissions, service provider/internet/website/use net accessibility, availability, or traffic congestion; (d) any technical, typographical, or other error; (e) unauthorized human intervention, or the incorrect or inaccurate capture of registration information; or (f) the failure to capture, or loss of, any such information. By entering a Giveaway, you agree: (i) to be bound by these Official Rules, the Specific Rules, the Terms of Service, the Privacy Policy, and by all applicable laws and decisions of Upward Spiral Technologies, which shall be binding and final in all respects; (ii) to waive any rights to claim ambiguity with respect to these Official Rules, the Specific Rules for the Giveaway, or any other representation; (iii) to waive all of your rights to bring any claim, action, or proceeding against any of the Released Parties in connection with that Giveaway; and (iv) to forever and irrevocably agree to release, defend, indemnify, and hold harmless each of the Released Parties from any and all claims, lawsuits, judgments, causes of action, proceedings, demands, fines, penalties, liability costs and expenses (including, without limitation, reasonable outside attorneys’ fees), whether brought, sought, or suffered by you or a third party, that may arise in connection with your: (A) entry, creation or submission of an entry or participation in a Giveaway (including any Giveaway Prize or cash payout); (B) acceptance, possession, attendance at, defect in, delivery of, inability to use, use or misuse of a Prize (including any travel or activity related thereto); and/or (C) the broadcast, exploitation or use of any entry. In the event of a dispute regarding entries received from multiple Participants having the same email account, the authorized subscriber of the email account at the time of entry will be deemed to be Participant and must comply with the Rules. The "authorized account subscriber” is the natural person who is assigned the email address by the Internet Service Provider (ISP), online service provider, or other organization responsible for assigning email addresses. NOTWITHSTANDING ANY OTHER PROVISION OF THESE OFFICIAL RULES, THE SPECIFIC RULES SET FORTH ON ANY GIVEAWAY PAGE OR ANY OTHER REPRESENTATION, ALL PRIZES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND UPWARD SPIRAL TECHNOLOGIES HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
Choice of Law and Limitation of Liability. All disputes and disagreements between us will be governed by laws of the State of Delaware, without regard to its conflict of laws provisions. Unless the law prohibits you from doing so, you agree to waive the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages and Participants further waive all rights to have damages multiplied or increased.
Transfer. The transfer of status as a winner of a Giveaway is strictly prohibited.
General Conditions; Publicity. By participating in a Giveaway, each Participant agrees to abide by and be bound by these Official Rules, the Specific Rules for the subject Giveaway, and the decisions of Upward Spiral Technologies. All such decisions shall be final, binding and non-appealable in all respects. Prizes and Giveaway wins are non-assignable and non-transferable. Unless expressly provided in the specific page rules of a Giveaway or in these Official Rules, no Prize substitutions or cash redemptions of any Prize or any portion thereof is allowed, offered or available. Upward Spiral Technologies reserves the right in its sole discretion to substitute any Prize or portion thereof of equal or greater value if any Prize or portion thereof is unavailable for any reason. Details of Prizes or portions thereof not specified herein, if any, will be determined at the sole discretion of Upward Spiral Technologies. Each Giveaway Participant (excluding residents of the State of Tennessee and where otherwise prohibited by law) grants Upward Spiral Technologies the irrevocable, unrestricted worldwide right to use, publish, display, broadcast and distribute materials bearing such Participant's name, voice, image, likeness and/or any other identifiable representation of such Participant, including, but not limited to, Content provided by or statements attributable to such Participant ("Participant's Likeness"). Such right shall be granted via the Affidavit (for Major Prizes) or the Statement (for Minor Prizes) which must be executed and returned to Upward Spiral Technologies as described in “Notification of Win” above before being awarded any Prize. Each Participant agrees that all materials containing such Participant's Likeness shall be and remain the sole and exclusive property of Upward Spiral Technologies, and by executing the Affidavit or Statement such Participant hereby assigns or licenses any and all rights in or to such material to Upward Spiral Technologies and releases and forever discharges Upward Spiral Technologies from any and all claims, liabilities and damages relating to the use of Participant's Likeness. Participant hereby waives any and all rights to inspect or approve Upward Spiral Technologies’ use of the submission or Participant's Likeness, or any part or element thereof. Failure to execute the Affidavit or Statement will result in an alternate potential winner being selected as described in Section 7 above. Prize winners shall be responsible for all federal, state and/or local income taxes incurred in association with acceptance of the Prizes. By participating in a Giveaway, each Participant agrees that Upward Spiral Technologies its parent company, subsidiaries, affiliates, franchisees, local advertising cooperatives, advertising/promotion agencies, and all of their respective directors, officers, employees, representatives, and agents (the "Giveaway Entities") shall not be responsible or liable for: (a) miscommunications, printing errors, clerical, typographical or other error in any Giveaway materials or printed copy or artwork, or any Prize offering announcement; (b) any errors of any kind, whether human, mechanical, clerical, electronic, digital or technical in nature, or unauthorized human intervention; or (c) any losses, damages or injuries of any kind, including, but not limited to those related to defamation, portrayal in a false light or privacy rights, resulting from or in connection with participation in any Giveaway or from acceptance, receipt, possession and/or use or misuse of a Prize, including from the posting or publication of any information or portion thereof online or in any media. All Giveaways are subject to all applicable federal, state and local laws and regulations. Any Prizes that are not duly claimed in accordance with these Official Rules will not be awarded.
Prize Conditions; Winner’s List. Any and all costs, fees, and expenses not expressly stated in the Prize description are the sole responsibility of the Prize winner(s). Any difference between the approximate retail value of a Prize and the actual value of a Prize will not be awarded to the winner(s). In order to obtain information about the winners of our Giveaways, please see the Specific Rules for that Giveaway.
Miscellaneous.
(a) DISQUALIFICATION. IT IS THE PARTICIPANT’S RESPONSIBILITY TO ENSURE COMPLIANCE IN ALL RESPECTS WITH THESE OFFICIAL RULES AND WITH THE SPECIFIC RULES FOR A GIVEAWAY. UPWARD SPIRAL TECHNOLOGIES RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO DISQUALIFY ANY INDIVIDUAL WHO: (i) TAMPERS WITH THE ENTRY PROCESSES OR THE OPERATION OF ANY AND ALL GIVEAWAYS; (ii) ACTS IN VIOLATION OF THESE OFFICIAL RULES; OR (iii) ACTS WITH THE INTENT TO DISRUPT OR UNDERMINE THE LEGITIMATE OPERATION OF THE GIVEAWAYS, OR TO ANNOY, ABUSE, THREATEN OR HARASS ANY OTHER PERSON. UPWARD SPIRAL TECHNOLOGIES RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
(b) Force Majeure. To the maximum extent permitted by law, Upward Spiral Technologies reserves the right, without prior notice and at any time, to terminate a Giveaway, in whole or in part, or modify or suspend a Giveaway, or any portion thereof, in any way, if it determines, in its sole discretion, that the Giveaway is impaired or corrupted or that fraud, breach of confidentiality, or technical problems, failures or malfunctions have destroyed or severely undermined the integrity and/or feasibility of the Giveaway. In the event that Upward Spiral Technologies is prevented from continuing with a Giveaway as contemplated herein by any event beyond its control, including, but not limited to, fire, flood, natural or man-made epidemic of health or other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal, state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, if the Prize becomes unavailable, or other cause not reasonably within Upward Spiral Technologies’ control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, Upward Spiral Technologies shall have the right to modify, suspend, or terminate the Giveaway, including without limitation the right to substitute the Cash Alternative for the Prize in a given Giveaway. Only the type and quantity of Prizes described in the Rules will be awarded unless a substitution is required due to unavailability. If, due to printing, production, or human errors, or for any reason, more potential winners in any Prize category come forward seeking to claim Prizes in excess of the number of each type of Prize as set forth in the Rules, the winners, or remaining winners, as the case may be, of the advertised number of Prizes available in the Prize category in question may be selected in a random drawing from among all persons making purportedly valid claims for such Prize(s) in that Prize category. Inclusion in such drawing shall be each Participant's sole and exclusive remedy under such circumstances.
(c) Invalidity. The Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Upward Spiral Technologies. The invalidity or unenforceability of any provision of the Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, the Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Giveaway materials and/or the Specific Rules on the one hand, and these Official Rules on the other hand, these Official Rules shall prevail, govern and control unless expressly stated to the contrary herein.
(d) Language. In the event there is a discrepancy or inconsistency between the English language version and any other language version of these Official Rules, the Specific Rules and/or of any other Giveaway materials, the English version shall prevail, govern and control.
(e) Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, the Specific Rules or the rights and obligations of Participant or Upward Spiral Technologies in connection with any Giveaway, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state or local laws.
(f) Arbitration Disclosure. The parties (and Released Parties and Giveaway Entities) hereby agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) that any party (or Released Party) may have against any other party (or Released Party or Giveaway Entity), arising out of, relating to, or connected in any way with the Giveaway, the awarding or redemption of Prizes, or the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), will be resolved exclusively by final and binding arbitration (4) the arbitrator's decision shall be controlled by the terms and conditions of these Official Rules, the terms of the Specific Rules and the terms of any of the other agreements referenced herein that the Participant may have entered into in connection with the particular Giveaway; (5) the arbitrator shall apply Delaware law (6) there shall be no authority for any claims to be arbitrated on a class or representative basis as Participant hereby waives the right to assert claims in any class or representative action; (7) arbitration can thus decide only Participant's individual claims; (8) the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (9) to the extent permitted by law, the arbitrator shall not have the power to award punitive, incidental or consequential damages against Participant or Upward Spiral Technologies;
THESE OFFICIAL RULES ARE SUBJECT TO CHANGE BY UPWARD SPIRAL TECHNOLOGIES WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN OUR SOLE DISCRETION. ANY CHANGES TO THESE RULES WILL BE IN EFFECT AS OF THE "LAST UPDATED” DATE REFERENCED AT THE TOP OF THESE RULES; PROVIDED, HOWEVER, THAT ANY AMENDMENT OR MODIFICATION TO THESE RULES SHALL NOT APPLY TO ANY GIVEAWAYS WHICH BEGAN PRIOR TO THE APPLICABLE AMENDMENT OR MODIFICATION. YOU SHOULD REVIEW THESE RULES BEFORE ENTERING ANY GIVEAWAY THAT IS DESCRIBED ON THIS SITE.
The terms of these Official Rules are intended to be construed in conjunction with the applicable Specific Rules, as well as the Upward Spiral Technologies Terms of Service and Privacy Policy available at joinwave.com and, except as otherwise expressly provided herein or therein, no provision of any such agreement or document is intended to supplant or replace any provision of any other document.