1. OFFICIAL RULES: The following are the official rules (“Rules”) for the Women of the Future Fund Contest (“Contest”). In order to enter the Contest, you must agree to these Rules. You agree that submission of an entry form and/or participation in the Contest constitutes your agreement to these Rules. In the event there is a discrepancy or inconsistency between these Rules and any other disclosures, statements or promotional materials, these Rules shall prevail, govern and control.

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. ALL FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS APPLY. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

• SPONSOR: The Contest is sponsored by ShoeDazzle.com, Inc. (“Sponsor”), a Delaware corporation with its principal place of business at 800 Apollo Street, El Segundo, CA 90245. ShoeDazzle shall handle and be responsible for delivery of the Prizes to Winners. Inquiries regarding the Contest should be directed to the Sponsor.

• ENTRY: To enter the Contest during the Contest Period, follow the directions on ShoeDazzle’s blog, posted on October 1, 2020. Entrants must submit basic contact information, work examples, and brief statements about their relationship with their art and about what the grant would enable them to do to achieve their dreams. No purchase necessary. A purchase or payment of any kind will not increase your chances of winning. Three (3) winners (each a “Winner”) will be selected from the pool of Entries received during the Contest Period. No more than one (1) person can enter using the same email address. One (1) entry per person. Entrants may submit an unlimited number of Entries. Use of any automated system to participate is prohibited and will result in disqualification. Entries that are lost, late, incomplete, misdirected or altered for any reason, including hardware, software, browser or network failure, malfunction, congestion, or incompatibility will be ineligible. The Contest is not sponsored by Instagram.

• TIMING: The Entry submission period of the Contest begins on Thursday, October 1st, 2020 at 12:00am Pacific Standard Time (“PST”) and ends at 11:59pm Saturday October 31st, 2020 (“Contest Period”).

• ELIGIBILITY: The Contest is open only to legal residents of the fifty (50) states of the United States, the District of Columbia, who are 18 years of age or older at the time of entry. Void in Rhode Island, New York, Puerto Rico and where prohibited by law. Employees of Sponsor or and their respective parent, affiliates, subsidiaries, Contest agencies, suppliers and members of their immediate families, are not eligible. For purposes of the Contest, “immediate family” is defined as spouses, parents, children, siblings and their respective spouses, regardless of whether they reside in the same household. The Contest is open only to those who identify as women.

• ENTRY ERRORS: Sponsor is not responsible for lost, late, incomplete, damaged, stolen, invalid, unintelligible or misdirected entries, which will be disqualified. Sponsor is not responsible if online service or equipment is interrupted including without limitation (1) interruptions to any network, server, Internet, Web site, telephone, satellite, computer or other connections, (2) failures of any telephone, satellite, hardware, software or other equipment, (3) garbled, misdirected or jumbled transmissions, or traffic congestion, (4) other errors of any kind, whether human, technical, mechanical or electronic, (5) the incorrect or inaccurate capture of information or the failure to capture any such information, or (6) printing or typographical errors.

• PRIZES: The following “Prizes” are being awarded in this Contest: one (1) Winner who fully comply with these Rules will receive a Fifty Thousand Dollar ($50,000) Women of the Future Fund grant to use at their discretion and two (2) Winners who fully comply with these Rules will each receive a Twenty-Five Thousand Dollar ($25,000) Women of the Future Fund grant to be used solely as prizing in connection with the Contest. Applications will be evaluated in three sections: 1. The What – applicants must submit a portfolio of 3+ work examples, which will be evaluated on how well they show the applicants’ thinking as well as on demonstration of their craft. 2. The Why: Applicants must submit a brief statement about their relationship with art and what motivates them to create. 3. The How: Applicants must submit a brief statement about how the grant would enable them to follow their dreams. Winners will be chosen based on the originality, creativity, perspective, and passion displayed in the cumulative sections of the application submitted. Winners agree to execute a standard release form in connection therewith prior to Prize fulfillment. Limit of one (1) Prize per Winner. No transfer, assignment, exchange, refund or substitution of the Prize (or portion of any Prize) permitted unless Sponsor, in its sole discretion, determines otherwise. The Prize is not transferable and must be accepted as awarded. Any difference between the approximate value and the actual value of the Prize will not be awarded and any difference will not be refunded. The Prize will not be replaced or replenished if it is lost, stolen, damaged, destroyed or used without the Winner’s permission. All details and other restrictions of the Prize not specified in these Rules will be determined by Sponsor at its sole discretion. Sponsor reserves the right to substitute an alternative Prize, in whole or in part, of equal or greater monetary value if a Prize becomes unavailable or cannot be awarded as described for any reason. All costs, including federal, state and local taxes, insurance, any costs/expenses related to participation in the Contest or acceptance or use of the Prize, and other expenses not specifically identified as included in the Prize, are the sole responsibility of the Winner. SPONSOR MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND REGARDING THE PRIZE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WINNER SHALL TAKE THE PRIZE “AS IS” AND AT HIS OR HER OWN RISK.

• WINNER REQUIREMENTS: The Potential Winner must comply with all terms and conditions of these Rules and winning is contingent upon fulfilling all requirements. The Potential Winner may be required to show proof of identification, complete a 1099 form, and provide a social security number in conjunction with Prize award acceptance within seven (7) business days following the date of attempted notification. If the selected Winner cannot be contacted, is ineligible, fails to claim the Prize, and/or fails to return the required documents within the applicable time period, Sponsor may elect to disqualify the selected Winner, who will then forfeit his or her right to receive the Prize. In the event the Potential Winner is disqualified for any reason, Sponsor will award the Prize to an alternate Winner selected from among all remaining eligible Entries. Arrangements for delivery of the Prize will be made after winner validation. Winner will defend, indemnify, and hold harmless Released Parties (as defined below) and Sponsor against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms. Winner is under no obligation to join the ShoeDazzle VIP Membership Program to redeem the Prize.

• SELECTION OF WINNER: The Winner is considered a potential winner (“Potential Winner”) pending verification of eligibility and compliance with these Rules. Sponsor will select three (3) Winners from the pool of eligible Entries received during the applicable Contest Period based on the skill of the Entrant and the Entry submitted. The Potential Winners will be notified by email no later than November 30th, 2020. Entrants are responsible for ensuring that their email and other contact information is up-to-date and accurate. Prize notices returned as undeliverable will result in the disqualification of the potential Winner and an alternate Winner will be selected. Sponsor’s decisions as to the Winner selection are final and no correspondence will be entered into. Winner will have five (5) business days to respond and claim their Prize via email.  Sponsor is not responsible for any change of email address, mailing address, and/or telephone number of Entrants. If the winning Entry or Winner is discovered to be invalid for any reason prior to delivery of the Prize, or if the Winner cannot be contacted or does not respond within five (5) business days, an alternate Winner may be selected, at the sole discretion of the Sponsor. In the event of a dispute, the person to who the email address used to enter the Contest was registered will be deemed the winning Entrant.

1. GENERAL: If any section, provision, term or clause shall be held or found to be unenforceable or invalid by a court decision, statute, rule or otherwise, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from these Rules to the extent necessary to make such provision enforceable and consistent with the remainder of these Rules. This Contest is governed by the laws of the State of California, United States. All federal, state and local laws and regulations apply. By entering and participating in the Contest, you agree to be bound by these Rules and by Sponsor’s decisions, which are final and binding on all matters relating to the Contest. Sponsor’s failure to enforce any provision of these Rules shall not constitute the waiver of such provision. Entrants are required to provide accurate, valid and truthful information at all times. Sponsor will reject and delete any Entry that it discovers to be false, fraudulent, illegal or deceptive and will disqualify any Entrant who tampers with the Entry process, the operation of the Contest, is otherwise in violation of the Rules or acts in a disruptive or unsportsmanlike manner. Sponsor is not responsible for electronic transmission errors, which result in the omission, interruption, deletion, defect, destruction, alteration, and/or delay of any Entry. Sponsor is not responsible for any technical, network, electronic, computer, hardware and/or software malfunction, problem, incompatibility, congestion or failure of any kind. Sponsor reserves the right to cancel, terminate, suspend and/or modify the Contest at any time, in its sole discretion, if the Contest is not capable of completion as planned, including without limitation, the lack of Entry submissions, incomplete Entries, computer viruses, bugs, tampering, unauthorized intervention or technical failures of any sort, without notice. Without limited the foregoing, Sponsor may lock out any Entrant who, in Sponsor’s sole judgment, has been disqualified, has questionable eligibility or is otherwise ineligible to enter. Upon cancellation or termination of the Contest for any reason, Sponsor shall have no obligation to award prizes or compensation of any kind.

By submitting an Entry and participating in the Contest, you represent and warrant that (i) your Entry is original and that you are the sole and exclusive owner and rights holder of the submitted Entry that you have the right and authority to submit the Entry in the Contest; (ii) your Entry does not violate any third party intellectual property or proprietary rights; and (iii) you are otherwise not in violation of any applicable laws, rules and/or regulations.

By submitting an Entry and participating in the Contest, you agree and hereby grant Sponsor and its parent, subsidiaries, affiliates, agents, employees, successors, and/or related entities (collectively herein “Sponsor Entities”) and absolute unrestricted, non-exclusive, royalty-free, irrevocable, worldwide, perpetual, and transferable license and permission to use, store, copy, modify, publish, distribute, copyright, broadcast, display, combine with other materials, edit, alter, and/or reproduce your Entry and content created in connection with the Contest, including but not limited to your name, handle, likeness, voice, image, video, story and photos (“User Content”), for any purpose, including but not limited to promotional, marketing, media, editorial, commercial, advertising, and/or publicity purposes and sale of ShoeDazzle products, in any form of media anywhere in the world, including but not limited to its webpages, social media platforms, third party websites, digital and physical owned channels, without geographic or time limitation or further payment, compensation, notice or approval to you, except where prohibited by law.  You also agree to participate in any marketing, media, editorial, commercial, advertising, promotional and/or publicity activity related to the Contest. You agree to provide affidavits to Sponsor Entities upon request for the purpose of complying with legal and/or broadcaster requirements concerning eligibility or the use of designs and/or testimonials in advertising. Notwithstanding the foregoing, Sponsor does not guarantee the public posting of any Entry and reserves the right, in its sole discretion, not to post an Entry for any reason, including, but not limited to, if it contains any content that violates third party intellectual property rights; contains discriminatory, offensive or otherwise inappropriate language or objectionable material; comments on other brands, retailers or websites; or comments on competitive products, pricing or availability.  As part of the Prize, the Winner may be photographed and/or videotaped and Winner agrees to execute the Sponsor Entities’ standard release form in connection therewith prior to Prize fulfillment.

1. Disputes; Choice of Law: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE RULES, OR THE RIGHTS AND OBLIGATIONS OF THE ENTRANT, WINNER AND SPONSOR IN CONNECTION WITH THE CONTEST, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION), WHICH WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. EXCEPT WHERE PROHIBITED, UNDER NO CIRCUMSTANCES WILL ANY ENTRANT OR WINNER BE PERMITTED TO OBTAIN AWARDS FOR, AND HEREBY WAIVES ALL RIGHTS TO CLAIM PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, AND ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND WAIVES ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. EXCEPT WHERE PROHIBITED, EACH PERSON WHO PARTICIPATES IN THE CONTEST AND EACH WINNER IRREVOCABLY AGREES THAT SUCH DISPUTE(S) WILL BE RESOLVED SOLELY BY BINDING ARBITRATION BEFORE A SOLE ARBITRATOR, WITH EXPERIENCE IN ADVERTISING OR PROMOTION, UNDER THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”); PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE PARTIES’ DECISION TO RESOLVE ANY AND ALL DISPUTES ARISING UNDER THIS CONTEST THROUGH ARBITRATION, SPONSOR MAY (1) SEEK TO OBTAIN INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF FROM A COURT TO ENFORCE THE PROVISIONS OF THESE RULES; (2) BRING AN ACTION IN COURT TO PROTECT AND INTERPRET SPONSOR’S INTELLECTUAL PROPERTY RIGHTS; AND/OR (3) BRING AN ACTION TO ENFORCE THE DECISION OF THE ARBITRATOR BEFORE ANY COURT WITH APPLICABLE JURISDICTION. THE ARBITRATION WILL BE HELD IN LOS ANGELES, CALIFORNIA. THE ARBITRATOR WILL APPLY THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, WILL ISSUE A WRITTEN DECISION AND WILL HAVE THE POWER TO AWARD ANY LEGAL REMEDIES EXCEPT AS LIMITED BY THESE RULES. The parties will split the arbitrator’s fee; provided, however, if applicable law requires Sponsor to pay the arbitrator’s fee in order for the arbitration provision to be enforceable, Sponsor shall have the discretion to pay such fees and proceed to arbitration. Entrant or Winner irrevocably waives any right to bring or join in any class action regarding the Contest. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. This arbitration provision shall be deemed to be self-executing, and in the event that any party fails to appear to any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear.

1. INDEMNIFICATION: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENTRANT HEREBY AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS SPONSOR AND ITS PARENT, AFFILIATES, AND SUBSIDIARIES AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, LICENSEES, SUCCESSORS, REPRESENTATIVES AND AGENTS AT ALL TIMES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, PROCEEDINGS, COSTS (INCLUDING ATTORNEYS’ FEES) AND EXPENSES FOR ANY INJURY, DAMAGE OR LOSS CAUSED OR CLAIMED TO BE CAUSED, BASED UPON, OR ARISING FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZE OR ANY PART OF THE PRIZE, ENTERING THE CONTEST, PARTICIPATION IN THE CONTEST, OR PARTICIPATION IN ANY PRIZE RELATED ACTIVITY OR EVENT.
   
   In no event shall Sponsor be liable to Winner or Entrant for any indirect, incidental, consequential, special or punitive damages of any kind, whether in contract, tort, negligence, strict liability, statutory or any other theory of liability arising from or related to the Contest, or any aspect of Winner’s or Entrant’s participation in or termination from the Contest as provided herein, even if Sponsor has been advised of the possibility of such damages. In no event shall Sponsor be liable to Winner or Entrant for any amount with respect to Winner’s or Entrant’s participation in or disqualification from the Contest, or from the termination or cancellation of the Contest. To the extent permitted by law, the rights to litigate, seek injunctive relief or to any other recourse to judicial or any other procedure in case of disputes or claims resulting from or related to the Contest are hereby excluded, and you expressly waive any and all such rights.

1. LIABILITY: Releases and Limitations of Liability: By entering the Contest, each Entrant agrees to forever and irrevocably indemnify, release and hold harmless Sponsor, its parent, affiliates and subsidiaries, and their respective officers, directors, stockholders, employees, agents, representatives, licensees, successors and assigns, as well as Instagram, Inc. (collectively, the “Released Parties”) from any and all liability, actions, causes of action, damages, actual, incidental or consequential, claims and demands whatsoever in law or equity, including attorneys’ fees and/or experts fees and costs, which he/she now has or may acquire, by reason of any personal injury, death, loss of or damage to property, or any reason, occurring during or arising out of his or her participation in the Contest and the acceptance and use or misuse of the Prize. The Released Parties are not responsible for any injury or damage to persons or property, which may be caused, directly or indirectly, in whole or in part, from Entrant’s participation in the Contest or receipt or use or misuse of the Prize. Released Parties will not be liable to Winner or any other person for failure to supply any Prize or any part thereof, by reason of fire, flood, epidemic, earthquake, unusually severe weather, hurricane, embargo, explosion, labor dispute or strike, labor or material shortage, transportation interruption of any kind, work slow-down, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, any federal, state, or local government law, order, request, or regulation, or order of any court or jurisdiction (each a “Force Majeure” event or occurrence), or any other cause beyond Released Parties’ control. Further, participants agree to waive the provisions of Civil Code Section 1542 which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE RULES APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

1. INSTAGRAM DISCLOSURE: You are providing your information to Sponsor and not to Instagram. This Contest is in no way sponsored, endorsed or administered by, or associated with Instagram. By participating, you hereby release and hold harmless Instagram from any and all liability associated with this Contest.

1. Winner List. In order to obtain the name of the Winner, send a self-addressed envelope after December 16th, 2020, to: ShoeDazzle.com, Inc. 800 Apollo Street, El Segundo, CA 90245, ATTN: Legal Department, Subject Women of the Future Fund Contest Winner.

1. PRIVACY POLICY: Sponsor is committed to protecting your privacy. The privacy policy located at http://www.shoedazzle.com/ addresses how we will use the information we collect from you on the Contest entry form. By entering the Contest, or providing your information to us, you agree to accept the uses of your information described in this privacy policy. When you register as an entrant in the Contest your name, handle or email address and will be collected. Once a Prize Winner is chosen, the Prize Winner’s first and last name will be publicly shared and displayed on ShoeDazzle’s Instagram page, ShoeDazzle’s website, and other promotional materials. The Prize Winner’s name will also be shared with any inquiring parties.