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Brand Impossible Sweepstakes Rules

Official Rules – $50K Marketing Makeover Sweepstakes

NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN

The following promotion is intended for participants in the United States only (collectively, the “Eligible Jurisdictions”). The Sweepstakes shall be construed and evaluated according to the laws of the Eligible Jurisdictions. Void in all other countries. Further eligibility restrictions are contained in the Official Rules below.

1. DESCRIPTION: Internet access required. The “$50K Marketing Makeover Sweepstakes” (the ” Sweepstakes “) begins on Wednesday, April 1, 2020 and ends on Thursday, April 1, 2021 at 11:59:59 am Central Standard Time (“CST”). The Sweepstakes Period will consist of four (4) individual entry periods (each an “Entry Period” and collectively, the “Entry Periods”), as detailed in the Entry Period Chart in Section 3, to award one (1) “Grand Prize” from among all eligible entries received during the corresponding Entry Period. Entries WILL NOT roll over into subsequent Entry Periods. The sponsor of this Sweepstakes is Vista14, LLC, 2 Riverway, Suite 1750, Houston, TX 77024 (“Sponsor”). The administrator of this Sweepstakes is CXO5 Partners, 2 Riverway, Suite 1750, Houston, TX 77024 (“Administrator”).

2. ELIGIBILITY: Sweepstakes is open only to legal United States residents who are physically located and residing in the fifty (50) United States and Washington, D.C. (each an “Entrant” and collectively “Entrants”). Entrants must be at least twenty-one (21) years of age at the time of entry. Entrants must be the rightful owner (or have authorized use) of the email address identified on the entry form. Employees, owners, shareholders, officers and directors of Sponsor and Administrator (collectively, the “Sweepstakes Entities”), and each of their respective parent companies, affiliates, divisions, subsidiaries, agents, representatives, promotion and advertising agencies together with the immediate family members and/or those living in the same household of such persons (collectively, “Household Members”), are not eligible to participate in the Sweepstakes. For purposes of the Sweepstakes “Household Members” shall mean those people who share the same residence at least three months a year; “Immediate Family Members” shall mean parents, step-parents, legal guardians, children, step-children, siblings, step-siblings, or spouses. In the event of a dispute over the identity of an Entrant or potential winner in the Sweepstakes, the Entrant or potential winner will be deemed the authorized account holder of the email address associated with the entry. “Authorized Account Holder” is defined as the natural person in whose name the e-mail account was opened. In the event a dispute regarding the identity of an Entrant or potential winner cannot be resolved to Sponsor’s satisfaction, the affected entry will be deemed ineligible. Entries will not be acknowledged except as provided herein. Sweepstakes Grand Prize is non-transferable and cannot be substituted, sold or bartered. 3. HOW TO ENTER: Eligible Entrants may enter the Sweepstakes by visiting www.brandImpossible.com (the “Sweepstakes Homepage”) and following the on-screen instructions to access the business assessment and registration form. Entrants must represent a Company that has been in business for at least 2 years, must have a website at the time of entry, must currently sell a product or service in domestic U.S. marketplace at the time of entry, and staff a minimum of two full-time employees at the time of entry. Entrant must provide all of the information requested in the Business Assessment, including but not limited to Entrant’s full name, company information and email address, then click “Submit” to receive one (1) entry into the Sweepstakes. Limit of one (1) entry per person, per company through the Business Assessment and Registration Form. If entries exceed the entry limitations through the website, the Entrant may be disqualified, at the Sponsor’s sole discretion. Entries generated by a script, macro or other automated means will be disqualified. Incomplete, impractical, improbable, unreadable, or unintelligible entries will be disqualified, with the Sponsor’s sole discretion. All information provided by Entrants becomes the property of Sponsor. The Entrant may be provided additional opportunities to earn “Bonus Entries” through participation provided by the Sponsor, at its sole discretion. Participation in the Sweepstakes constitutes Entrant’s understanding of, full and unconditional agreement to, and acceptance of these Official Rules. Sponsor reserves the right to disqualify any Entrant that Sponsor determines to be in violation of any term contained in these Official Rules. Sponsor’s decision not to enforce a specific provision of these Official Rules does not constitute a waiver of that provision of the Official Rules generally. Entries must be received in accordance with the Entry Chart below:

Brand Impossible Contest Dates

Sponsor has the right to change the Sweepstakes Period, and all other dates or deadlines set in connection with this Sweepstakes, at any time and in its sole discretion.

4. ODDS: Odds of winning depend on the number of eligible entries received during each Entry Period.

5. WINNER SELECTION AND NOTIFICATION: At the conclusion of each Entry Period, one (1) potential Grand Prize winner will be selected via random drawing from all eligible Entries received in accordance with the Entry Period Chart above. The potential winner will be notified by email via the email address provided on the registration form. The potential winner is responsible for checking his/her spam filter. The potential winner will be required to respond (as directed) to the notification within five (5) days (or a shorter time if required by exigencies) of attempted notification. The failure to respond within the stated time period may result in forfeiture of the Grand Prize. The potential winner will be required to verify address, sign, and return within five (5) days of initial notification one or more declaration forms covering eligibility, liability, advertising and (unless prohibited by law) publicity rights and such other documents as Sponsor or Administrator may provide (collectively, “Prize Acceptance Forms”). Failure to correctly answer the specific business questions included in the forms within the time period provided will result in disqualification and selection of an alternate potential winner. Failure of a potential winner to return the Prize Acceptance Forms within the specified time period may result in forfeiture of the Grand Prize and selection of an alternate potential winner from the remaining eligible entries. Administrator, in its sole discretion, will attempt to contact up to three (3) potential winners of each Grand Prize in accordance with the above procedure, after which the Grand Prize in question may go unawarded if it remains unclaimed. If Grand Prize is awarded but goes unclaimed or is forfeited by recipient, such Grand Prize may not be re-awarded, in Sweepstakes Entities’ sole discretion. Winner’s business partners, investors, or shareholders (each a “Stakeholder” or collectively “Stakeholders”) must approve, in writing, the acceptance of the Grand Prize. Each Stakeholder will be required to verify address and business relationship, as directed by the Administrator. Failure to return the executed Stakeholder Release within the specified time period may result in forfeiture of the Grand Prize. For residents of the U.S. only: The U.S. winner must provide Sponsor with a valid social security number for tax reporting purposes. The winner (the Company) will receive an IRS Form 1099 from the Sweepstakes Entities for the actual retail value of the Grand Prize for the calendar year in which the Grand Prize was fulfilled.

6. GRAND PRIZE: There are four (4) Grand Prizes available (one (1) per Entry Period). Each Grand Prize consists of a $50,000 Marketing Makeover for a Business (Company) based in the United States for the (the “Makeover”). The Makeover involves Sponsor employees and partners to provide Professional Services (, consulting services, and design, development, and copywriting) and Support Services (travel, executive coaching and corporate communications) to accomplish the following deliverables:

· Audit and Assessment of Brand/Company Current State;

· Conduct a Customer Experience and Customer Journey Audits;

· Develop a VeloCiti Go-To-Market Plan, Including Annual Editorial Calendar, Interactive Marketing Playbook, and Annual Marketing/Advertising Budget based On Company Forecast;

· Design of Company’s Visual Identity, Including Logo, Marketing Collateral, and Field Sales Materials

· Location-Specific Design Elements, Including Signage Design and Business Interior Design (Costs of Signage and Interior Furniture, Elements, or Accessories Not Included in the Grand Prize)

· Design and Development of the Company Website and Promotional Landing Pages

· Develop Corporate Communications Matrix, Including Public Relations Training and Social Media Support (including a Conditional Response Management Plan)

· Round-trip economy class air transportation for the winner and up to two (2) Guests to Houston, Texas from a major airport near the Winner’s residence (as selected at the sole discretion of Sponsor).

· Hotel accommodations for three (3) consecutive nights for the winner and his/her Guests at a hotel selected by the Sponsor (one room, quad occupancy, room & tax only)

Approximate Retail Value (“ARV”) of Grand Prize: USD $50,000 of Professional and Support Services

MARKETING MAKEOVER MUST BE COMPLETED WITHIN 12 MONTHS OF GRAND PRIZE WINNER CONFIRMATION. The Grand Prize includes the total of no more than 500 hours of Professional and Support services to be provided in the period of twelve months at the sole discretion of the Sponsor. Actual Grand Prize value depends on winner’s place of business, type of business, total amount of assets to be created and cost and availability of services to be provided by the Sponsor’s employees, contractors, and airfare and hotel at the time of booking and travel and may be substantially higher or lower than the stated ARV. Third-party services which cannot be provided by the Sponsor (i.e. printing, signage, promotional products, videography, photography, etc.) are not included in the Grand Prize Value. Blackout dates and holiday dates for services may apply. All Grand Prize details are at the sole discretion of the Sponsor. Grand Prize winner cannot assign or transfer the prize to another person or Company. There is no cash value to the prize. No cash alternative is allowed, except at the sole discretion of Sponsor. If a Grand Prize cannot be awarded due to circumstances beyond the control of Sponsor, a substitute prize of equal or greater retail value may be awarded. If the winner is unable or unwilling to accept the Grand Prize, or any portion thereof, as stated, the Grand Prize may be forfeited in its entirety at the sole discretion of Sponsor. The value of the Grand Prize represents the Sponsor’s good faith determination of the maximum retail value thereof. No refunds or credits for changes are allowed. The ARV of any prize is subject to price fluctuations in the consumer marketplace based on, among other things, any gap in time between the date the ARV is estimated for purposes of these Official Rules and the date the Grand Prize is awarded or redeemed. All other expenses and costs, not expressly listed above, including, but not limited to, company expenses, printing, customer photography and video, taxes, tips, entertainment, transfers, as well as seat assignment or baggage fees determined by selected airline are winner’s sole responsibility. Other restrictions may apply. Winners or Stakeholders residing outside of the Continental United States must obtain all visa or travel authorizations necessary to travel to the Continental United States. Costs of trip to Houston, TX are covered only from departure cities within the Continental United States. Save for liability for death or personal injury due to negligence, winner and Guests agree that they undertake the Trip at their own risk. Winner and Guests must travel together on the same itinerary, including the same departure date, destination and return date and must have valid travel documents (e.g., valid government issued photo ID and/or Passport) prior to departure. Failure to do so will result in forfeiture of Grand Prize. Sponsor will not replace any lost or stolen tickets, travel vouchers or certificates. Once travel commences, no unscheduled stopovers are permitted; if an unscheduled stopover occurs, full fare will be charged from stopover point for the remaining segments, including return, of the Trip. Sponsor is not liable for any expenses incurred as a consequence of flight cancellation/delay. All air transportation tickets are subject to the vagaries of flight variation, work stoppages and schedule or route changes. If the closest airport to a Grand Prize winner’s home is in close enough proximity to Houston, TX so that, as Sponsor may determine in its sole discretion, a flight is unnecessary, such Grand Prize winner will receive alternate transportation from the Sponsor with no further obligation to the winner. Grand Prize winner will not receive cash or any other form of compensation if actual travel costs are less than the Grand Prize ARV in these Official Rules. Sponsor reserves the right to structure the travel route, travel dates and select hotels in its sole discretion. Trip may not be combined with any other offer and travel may not qualify for frequent flyer miles. Sponsor reserves the right to structure the marketing services rendered, service dates and timing of all deliverables in its sole discretion.

7. CONDITIONS OF PARTICIPATION/RELEASES: Sponsor, in its sole discretion, may designate the Administrator to handle winner selection and notification tasks on Sponsor’s behalf. Sponsor, in its sole discretion, may designate the employees, contractors, and agencies to handle Grand Prize fulfillment on Sponsor’s behalf. All federal, state provincial, territorial, and local laws and regulations apply. By participating, each Entrant agrees to be bound by these Official Rules and the decisions of the Sweepstakes Entities, which shall be final in all respects. Each Entrant (including each potential winner and the winners) hereby releases the Sweepstakes Entities, and each of their respective parent companies, subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies and prize suppliers and each of their respective parent companies and each such company’s officers, directors, employees and agents (collectively, the “Released Parties”) from any and all actions, claims, injuries, death, losses or damages arising in any manner, directly or indirectly, from participation in this Sweepstakes and/or acceptance or use of a Grand Prize. Winner hereby grants to the Sweepstakes Entities the irrevocable, royalty-free right and license to use his/her photo, video, name, voice, likeness, biographical data or information, city, state or territory/province of residence and entry materials in advertising, marketing, programming, research or promotional activities, worldwide in perpetuity, and on a winner’s list, if applicable, without further compensation unless prohibited by law. Winner may be asked to participate in select publicity activities, as determined at the sole discretion of the Sweepstakes Entities. Sweepstakes Entities are not obligated to use any of the above-mentioned information or publicity materials, but may do so and may edit such information or materials, at Sweepstakes Entities’ sole discretion, without further obligation or compensation. The Released Parties shall not be liable for: (i) save for death or personal injury caused by negligence any injuries, losses, liabilities or damages of any kind including personal injury or death caused by the Grand Prize or resulting from acceptance, possession or use of a Grand Prize including participation in any activity, service or travel related thereto, or from participation in the Sweepstakes; (ii) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) late, lost, delayed, stolen, misdirected, postage-due, incomplete, unreadable, inaccurate, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission; (v) any inability of winner to accept or use any Grand Prize (or portion thereof) for any reason and such Grand Prize or portion thereof shall be forfeited; or (vi) any printing, typographical, human administrative or technological errors in any materials or activities associated with the Sweepstakes which are beyond the reasonable control of any of the Released Parties. Sweepstakes Entities disclaim any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Sweepstakes. Sweepstakes Entities reserve the right, in their sole discretion, to cancel, modify or suspend the Sweepstakes (or any portion of the Sweepstakes) at any time for any reason or should a virus, bug, computer problem, unauthorized intervention, extenuating circumstance or other problem/cause corrupt or inhibit the administration, security or proper play of the Sweepstakes and, in such situation, will select the winner from eligible non-suspect entries received prior to and/or after such action or in such manner as deemed fair and appropriate by the Sweepstakes Entities. Sweepstakes Entities may prohibit Entrant from participating in the Sweepstakes or winning a Grand Prize if, in its sole discretion, it determines Entrant is attempting to undermine the legitimate operation of the Sweepstakes by cheating, hacking, deception, or any other unfair practices or intending to annoy, abuse, threaten or harass any other Entrants or Sweepstakes Entities representatives. ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE SWEEPSTAKES. SHOULD SUCH AN ATTEMPT BE MADE, SWEEPSTAKES ENTITIES RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. BY ENTERING THE SWEEPSTAKES, ENTRANT AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SWEEPSTAKES, OR ANY AWARD AWARDED, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED, (IF ANY), NOT TO EXCEED TWO HUNDRED FIFTY DOLLARS ($250.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; AND 3) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

8. INDEMNITY: Save for cases of death or personal injury caused by negligence, each Entrant (including each potential winner and the winner) shall indemnify, defend and hold harmless the Released Parties from and against any and all claims, damages, actions, liability, loss, injury or expense, including reasonable attorneys’ fees and costs, arising out of or in connection with: (a) participation in the Sweepstakes; (b) a breach or allegation which if true would constitute a breach of any of the representations, warranties or obligations herein; and (c) acceptance, possession, grant, or use of any prize, including without limitation, personal injury, death and property damage arising therefrom.

9. DISPUTES: This Sweepstakes is governed by the laws of the United States and the Great State of Texas, without respect to conflict of law doctrines. As a condition of participating in this Sweepstakes, participants agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with this Sweepstakes, shall be resolved individually, without resort to any form of class action, exclusively before a court located in Texas having jurisdiction. Further, in any such dispute, under no circumstances will participants be permitted to obtain awards for, and hereby waive all rights to claim punitive, incidental or consequential damages, including attorneys’ fees, other than participant’s actual out-of-pocket expenses (e.g. costs associated with entering), and participant further waives all rights to have damages multiplied or increased.

10. PRIVACY POLICY: Any personal information supplied by you to Sponsor will be subject to its privacy policy posted at http://www.vista14.com/privacy-policy/. By entering the Sweepstakes, Entrant grants Sponsor permission to collect, use and share Entrant’s email address and any other personally identifiable information with the other Sweepstakes Entities for the purpose of Sweepstakes administration and Grand Prize fulfillment.

11. WINNER’S LIST/OFFICIAL RULES: To obtain the winner’s name or a copy of these Official Rules, send a request along with a stamped, self-addressed envelope to “$50K Marketing Makeover Sweepstakes” Winner /Rules, 2 Riverway, Suite 1750, Houston, TX 77056. Requests for the name of the winner must be received no later than January 31, 2021. Residents of Vermont and California may omit return postage on rules requests.