MY “U2O™” LIFE GIVEAWAY OFFICIAL RULES

Official Rules: By participating in the My U2O™ Life Giveaway (the “Giveaway”), each participant agrees to be bound by these Official Rules and by the decisions of Terracea, LLC ("Administrator", "Sponsor" and/or “Terracea”), and these Official Rules shall be binding and final as to all matters related to the Giveaway. The Giveaway is subject to all applicable federal, state, local and municipal laws and regulations. Some restrictions apply. Void wherever prohibited or restricted by law. No purchase necessary for entry.

Eligibility: The Giveaway is open to all legal residents of the Continental United States (all 48 States except Alaska and Hawaii) and the District of Columbia who are age thirteen (13) as of the date of Entry. If an Entrant is below the age of eighteen (18) as of the date of Entry, you hereby certify that you are the parent and/or legal guardian of the minor Entrant and authorize the entry and agree to these Rules or you have obtained your parent’s and/or legal guardian’s authorization to enter this Giveaway after your parent and/or legal guardian has read and agreed to these Rules. To Enter, follow the instructions below under “How to Enter”. Employees, full-time, part-time, temporary and/or seasonal, and their immediate families (spouses, siblings, children, household members and the spouses and children of the foregoing) of Terracea, and its parent, subsidiary or affiliated companies (excluding referral partners and vendor partners), and each of their respective shareholders, employees, affiliates, representatives, agents, board members, successors and assigns are not eligible to enter to participate in the Giveaway. Terracea has the right to request photo identification from any Entrant in the Giveaway at any time. Entrants and/or the parents and/or legal guardians of minor Entrants are subject to these Official Rules.

Sponsor:  The Sponsor of the Giveaway is Terracea, LLC, 47 High Street, #408, Medford, MA 02155.

How to Enter: First, to enter you must first have an Instagram®(1) account. Second, while using your Instagram® account, you must click the appropriate button to follow @thisisTerracea. Third, once you confirm that your Instagram® account is following @thisisTerracea, you must post a photo of yourself wearing clothing that includes at least one (1) article of Terracea clothing with the Terracea logo clearly visible. Fourth, you must caption your Instagram post with two (2) words describing how you live “urban to outdoors” (“U2O”). Finally, you must include the hashtag #MyU2O in your Instagram caption. You may effect additional Entries by tagging your friends to your photo or including them in the caption (each tag is an “Additional Entry”). Each Entry and Additional Entry, including but not limited to the written content, photo submissions and “tagging”, must comply with Instagram’s® Terms, Community Guidelines and Privacy Policy (“Data Policy”). You are limited to one (1) Entry and fifty (50) Additional Entries per Entrant.

Your Entry applies only to this Giveaway for the Entry Period. Once you effect Entry, you (an “Entrant”) will be entered for a chance to win the Prize. Each Entrant shall be entered for a chance to win the Prize for each Entry and each Additional Entry.

(1) Instagram® is a registered trademark of Instagram, LLC a Delaware Limited Liability Company with a principal business address at 1601 Willow Road Menlo Park California 94025.

Awarding of Prizes: The deadline to submit an Entry and/or Additional Entry for the Giveaway is October 30, 2018. The total of all Entries and Additional Entries shall be the “Total Number of Entries”. The winner of the Giveaway will be chosen at random on November 1, 2018 (“Announcement Date”). Each Entry and Additional Entry will be assigned a number in order of submission. The Winner will be selected at random using www.Random.org. The Prize will be sent to the qualifying winner on November 3, 2018. The odds of winning are one (1) in the Total Number of Entries. Winner is subject to verification of Eligibility. There will only be one (1) winner. Grand Prize #1 will be awarded to the first Eligible and Qualified Winner. The Prizes are:

Grand Prize #1

Terracea Station CW Men’s or Women’s Jacket & Terracea Landing Fleece Men’s or Women’s Jacket.

Colors and sizes are limited, and Winner shall be permitted to select from available inventory only. If a color and/or size are not available, Winner shall be permitted to select a size and color combination until it is determined to be in available inventory.

Grand Prize:  Each Eligible and Qualified Winner of the Giveaway is an “Official Winner”. There will be only one (1) Official Winner for each Grand Prize set forth above. The Winner will be chosen at random by using a random number generator at www.random.org. The Winner will be notified by Direct Message through Instagram that they have won the Giveaway (“Notice of Prize”) and have forty-eight (48) to claim the Prize by responding to the Direct Message with his/her legal name, email address and residential address (“Winner Details”). Winner must send Terracea his/her Winner Details within forty-eight (48) hours of the time the Notice of Prize was sent. The Winner will be subject to these Official Rules. Terracea will promptly email the Winner an Affidavit of Eligibility, Claim Form and Release of Liability and tax forms (the “Eligibility Forms”). To become the Official Winner, the Winner must fully, truthfully and properly complete, execute, notarize, and deliver the Eligibility Forms to Terracea within seventy-two (72) hours of the time the Eligibility Forms were sent to Winner. Prize value is approximately USD$488.00. No cash payments will be made. Prize features may vary, and no specific features, sizes, styles, or colors are guaranteed. Official Winner accepts Prize in “as is” condition. Official Winner shall be solely responsible for any post-delivery inspections, repairs, cleaning and maintenances. Prize will be delivered “as is” to each Official Winner at their residence within the 48 Continental United States and District of Columbia within fourteen (14) business days after Terracea has received the Eligibility Forms as set forth above. If the Official Winner does not timely return the Eligibility Forms to Terracea, then a new Winner will be chosen at random. The Official Winner is not responsible for delivery costs.

General Rules: By participating in this Giveaway, each Entrant agrees to these Official Rules and to be bound by the decisions of Sponsor. Entrant must comply with these Official Rules to be qualified to win the Prize and to be eligible to receive and claim the Prize. The Giveaway will be administered and conducted by Terracea. Official Winner is solely responsible for all applicable taxes. All federal, state, and local laws and regulations apply. Prize may not be transferred or assigned and must be accepted as is and as awarded.

Each Official Winner assumes all responsibility for any state, county, or federal taxes, fees and withholdings. Federal and state withholding laws are subject to change without notice. No substitution of Prizes will be allowed for any Official Winner. Prizes cannot be split amongst multiple parties. Entrants may not transfer, sell or assign their right to claim a Prize and any such transfer, sale or assignment shall be void and a violation of the Official Rules. After the Prize has been sent to the Official Winner, any unclaimed, returned or rejected Prize will be deemed abandoned and retained by Terracea.

Official Winners who are non-resident aliens for tax purposes will be subject to all applicable tax withholding and reporting requirements. Official Winners may waive the right to receive a Prize, at which time the Prize will be forfeited and reclaimed by Terracea.

In the event that an Winner: (a) is ruled ineligible for any reason; (b) refuses the Prize; or (c) does not complete, sign and return all of the required Eligibility Forms, the Prize will be forfeited, will be retained by Terracea, and a new Winner will be randomly chosen.

Release of Liability:  By participating in the Giveaway, all Entrants agree to: (a) be bound by these Official Rules; and (b) release, waive, discharge, covenant not to sue and indemnify Sponsor, Terracea, LLC, 47 High Street, #408, Medford, MA 02155, its parent corporations, subsidiaries and affiliates, together with their respective owners, partners, employees, officers, directors, representatives, successors, assigns, sponsors and agents, including advertising, sponsorship and promotion agencies (collectively, the "Released Parties") from any and all liability with respect to any injury, damage or loss that may occur, directly or indirectly, in whole or in part, from the participation or while preparing to participate in the Giveaway.

Publicity Release: Each Entrant, Winner and Official Winner, by submitting an Entry, Additional Entry, and/or by accepting his/her Prize, grants Terracea and Terracea’s designees and affiliates, full right, license and permission to use his/her/its name, Instagram® screenname, avatar, photograph, voice and/or likeness and Prize information for advertising, trade, marketing, promotional and informational purposes without further compensation and without notice, review or approval, in all media now known or hereafter discovered, worldwide, and on the Internet in perpetuity.

Disclaimers: Terracea, in its sole discretion, reserves the right to disqualify any person who: tampers or attempts to tamper with the registration and/or Entry or Additional Entry process; interferes with the proper function of Sponsor’s website; acts in an unsportsmanlike or disruptive manner; acts with the intent to annoy, abuse, threaten or harass any other person; or is otherwise in violation of the Official Rules. Terracea further reserves the right to cancel, terminate or modify the Giveaway for any reason, including, but not limited to the Giveaway not being capable of completion as planned, affected by tampering, unauthorized intervention or technical failures of any sort, fraud, Acts of God, acts of terrorism, civil disturbances, work stoppage or any other natural disaster outside Terracea's control. In the event of a cancellation or termination, Sponsor may, in its sole discretion, choose to award the Prize based on the number of eligible Entries received prior to the date of such cancellation or termination. In the event of a delay in the Giveaway, Terracea may, in its sole discretion, modify the Giveaway time periods and/or deadlines for registration, submitting Entries, Additional Entries and/or Official Winner announcement.

Released Parties are not responsible for technical, hardware, software or telephone malfunctions of any kind, lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications caused by the user or by any of the equipment or programming associated with or utilized in this Giveaway or by any human error which may occur in the processing of the Entries and/or Additional Entries in this Giveaway. Released Parties are not responsible for: (1) Giveaway Entries and/or Additional Entries which are lost, stolen, improperly issued, printing errors, counterfeited, illegible, given away, and altered or subject to other deficiencies which may limit an Entrant's ability to participate in or win any Giveaway; (2) Entries and/or Additional Entries that are delayed, misdirected, undelivered, not fully captured, or garbled in a ISP, website, computer, telephone, cable or satellite modem or connection, handheld mobile device or any other computer equipment or connection, whether or not caused by site users, tampering, hacking, or by viruses, worms or malfunctions affecting network, server ISP or any equipment or programming used in or associated with the Giveaway; (3) Any other errors of any kind, whether human, typographical, printing, mechanical, or electronic in nature which relates to the Giveaway, including without limitation, errors in Giveaway related materials or in the administration of the Giveaway, such as errors in processing Entrants, determining Winners or Official Winners, or announcing or delivery of Prizes. In the event that any portion of the Giveaway is compromised, then Terracea reserves the right, in its sole discretion, to suspend, modify or terminate the Giveaway. Released Parties make no warranty, guaranty or representation of any kind concerning any Prize and disclaim any implied warranty. Failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

Per Instagram’s® rules, this Giveaway is in no way sponsored, administrated, or associated with Instagram, LLC. By entering, Entrants confirm that they are 13+ years of age, release Instagram, Inc. of responsibility, and agree to Instagram’s® Terms, Community Guidelines and Privacy Policy (“Data Policy”)..

Privacy Policy: Information collected by Sponsor in connection with this Giveaway may be used by Sponsor and shared with third parties involved in administration of the Giveaway in accordance with the Privacy Policy posted at https://www.terracea.com/privacy-policy/ as may be modified from time to time. Entrant’s continued participation in the Giveaway and/or use of the Sponsor’s website shall constitute agreement to these Official Rules and the Privacy Policy. Entrant agrees to the collection, processing and storage of his/her personal data by Sponsor for the purposes of the Giveaway.

ARBITRATION.  PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.  IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ANY DISPUTE, CLAIM OR DISAGREEMENT BETWEEN ANY ENTRANT AND SPONSOR ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE OFFICIAL RULES AND/OR THE GIVEAWAY INCLUDING BUT NOT LIMITED TO THE INTERPRETATION OR CONSTRUCTION OF THESE OFFICIAL RULES AND/OR THIS ARBITRATION AGREEMENT (A “DISPUTE”) WILL BE RESOLVED EXCLUSIVELY BY ARBITRATION. THE ARBITRATION, INCLUDING THE SELECTING OF THE ARBITRATOR, WILL BE ADMINISTERED BY THE ALTERNATIVE DISPUTE RESOLUTION PROVIDER AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO THE AAA’S COMMERCIAL ARBITRATION RULES (THE "RULES") BY A SINGLE NEUTRAL ARBITRATOR AGREED ON BY THE PARTIES WITHIN THIRTY (30) DAYS OF THE COMMENCEMENT OF THE ARBITRATION. THE ARBITRATION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (TITLE 9 OF THE U.S. CODE).  EITHER PARTY MAY INITIATE THE ARBITRATION PROCESS BY FILING THE NECESSARY FORMS WITH AAA. THE ARBITRATION SHALL BE HELD IN BOSTON, MASSACHUSETTS. THE PARTIES WILL EXCHANGE NON-PRIVILEGED INFORMATION RELEVANT TO THE DISPUTE BEING ARBITRATED. YOU MAY BE REPRESENTED BY LEGAL COUNSEL OF YOUR CHOICE IN CONNECTION WITH THE ARBITRATION, AT YOUR COST. THE PARTY THAT INITIATES THE ARBITRATION WILL BE REQUIRED TO PAY THE FILING FEE. EACH PARTY SHALL BE RESPONSIBLE FOR ONE-HALF OF THE ARBITRATION FEES. EACH PARTY WILL BE RESPONSIBLE FOR THEIR RESPECTIVE ATTORNEY'S FEES AND COSTS EXCEPT THAT THE PARTY PREVAILING IN THE ARBITRATION SHALL BE ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS FROM THE NON-PREVAILING PARTY.

DISPUTES MUST BE BROUGHT IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND MUST PROCEED ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.  THE ARBITRATOR WILL NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. IF EITHER PARTY ARBITRATES A DISPUTE, NEITHER PARTY, OR ANY OTHER PERSON, MAY PURSUE THE DISPUTE IN ARBITRATION AS A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION, NOR MAY ANY SUCH DISPUTE BE PURSUED ON BEHALF OF EITHER PARTY IN ANY LITIGATION IN ANY COURT. CLAIMS REGARDING ANY DISPUTE AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS. THIS MEANS THAT THE ARBITRATION MAY NOT ADDRESS DISPUTES INVOLVING OTHER PERSONS WITH DISPUTES SIMILAR TO THE DISPUTES BETWEEN ENTRANT AND SPONSOR.

THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD ANY LEGAL OR EQUITABLE REMEDY OR RELIEF THAT A COURT COULD ORDER OR GRANT UNDER THIS AGREEMENT IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF GEORGIA AND SUBJECT TO THIS AGREEMENT AND THESE OFFICIAL RULES. THE ARBITRATOR, HOWEVER, IS NOT AUTHORIZED TO CHANGE OR ALTER THE TERMS HEREOF OR THEREOF OR TO MAKE ANY AWARD THAT WOULD EXTEND TO ANY TRANSACTION OTHER THAN THAT CONTEMPLATED HEREBY. ALL STATUTES OF LIMITATIONS THAT ARE APPLICABLE TO ANY DISPUTE SHALL APPLY TO ANY ARBITRATION BETWEEN THE PARTIES HERETO. THE ARBITRATOR WILL ISSUE A DECISION OR AWARD IN WRITING, BRIEFLY STATING THE ESSENTIAL FINDINGS OF FACT AND CONCLUSIONS OF LAW.

BECAUSE THE PARTIES HERETO HAVE AGREED TO ARBITRATE ALL DISPUTES NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES OF THE ARBITRATOR.   FURTHER, ENTRANT AND ENTRANT’S AGENTS, HEIRS, AND/OR REPRESENTATIVES WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS PERTAINING TO ANY DISPUTE. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS.   OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

Governing Law: Nothing in this Governing Law section shall amend or modify the Arbitration clause set forth above. The Giveaway and the Official Rules shall be exclusively governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions. By participating in this Giveaway, Entrants submit to exclusive personal jurisdiction in the Commonwealth of Massachusetts.

Other: If any provision of these Official Rules is deemed to be invalid or unenforceable, in whole or in part, such provision will be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable and these Official Rules will be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.