Legal Items

Silence the chirp

OFFICIAL CONTEST RULES

NAME: Silence the Chirp (“Contest”)

SPONSORS: This Contest is sponsored by (i) Nest Labs, Inc., 900 Hansen Way, Palo Alto, CA, 94304, and (ii) Uber, 405 Howard Street, San Francisco, CA 94105 (collectively, the “Sponsors”).

SUBMISSION PERIOD: The Contest begins on or about 12:00 PM (PST) on November 27, 2013 and ends at 12:00 PM (PST) on December 15, 2013.

HOW TO ENTER: During the Submission Period, this Contest may only be entered via the following methods: (i) Internet via Twitter by Tweeting #SilenceTheChirp and providing an example of how a person (not necessarily the person tweeting) interacts with a smoke alarm via photos, written text or video, (ii) Internet via Instagram by posting a photo that shows an example of how a person (not necessarily the person tweeting) interacts with a smoke alarm and including the hashtag #SilenceTheChirp, (iii) Internet via Facebook by posting a video, photo or written update on Nest’s Facebook timeline (facebook.com/nest) and including the hashtag #SilenceTheChirp. Note that Twitter, Instagram and Facebook do not sponsor nor endorse the Contest.

Entrants may submit multiple entries depicting unique Silence the Chirp situations, but not duplicative entries, re-tweets, or re-postings of the same content. Duplicative entries and entries that are not related to the topic “Silence the Chirp” will be disqualified.

NO PURCHASE NECESSARY TO WIN. Odds of winning depend on the total number of eligible entries.

All entries become the property of Sponsors. For clarity and without limitation, Sponsors may reproduce, modify, display and otherwise use the photos, videos or text, or portions thereof, for promotional purposes in any medium without additional compensation. Entrants agree that Sponsors may use submission information and personal information for marketing or promotional communications.

AGE AND OTHER ELIGIBILITY: The Contest is open to legal residents of the 50 United States and the District of Columbia who are eighteen (18) years of age or older, at the time of entry. Age may be verified prior to prize distribution.

Employees of Sponsors (including individuals who have previously been employed by Nest Labs, Inc. at any time within the past 12 months) or any of their respective parent companies, subsidiaries, affiliates, divisions, advertising and promotion, fulfillment and/or judging agencies, and related entities (collectively “Contest Entities”); and their immediate families and/or those living in the same household are not eligible to enter or win. This Contest is void where prohibited by law.

By participating in the Contest, each participant represents and warrants that he or she meets the eligibility requirements and acknowledges that failure to meet all eligibility requirements will disqualify participant from the Contest. x PRIZE(S): Five (5) Winners will be selected from all eligible entries. Each winner will receive one (1) Nest Protect Smoke + CO alarm and one (1) $50 gift certificate for Uber, courtesy of Uber. Each Winner who is in the Bay Area will also win the opportunity to ride on the Nest Firetruck with up to 4 additional guests. Nest Firetruck ride prize is intended for Bay Area residents only. Transportation will not be provided to the Bay Area, and no substitutions will be made for any Winner that cannot travel to the Bay Area to ride on the Nest Firetruck. Uber service may not be available in all geographic areas and no substitutions will be made if Uber service is not convenient to Winner’s location. Approximate total value of prize package is $200.


To claim a Prize, you must provide your correct name, mailing address, telephone number, and email address. Sponsors will not replace any lost or stolen Prizes. Prizes are non-transferable, with no cash redemptions, equivalents or substitutions, except at Sponsors’ sole discretion. All Prizes are awarded “AS IS” and without warranty of any kind, express or implied, (including without limitation, any implied warranty of merchantability or fitness for a particular purpose).

Winners will be solely responsible for all federal, state and/or local taxes, and for any other fees or costs associated with the Prize(s) they receive (if any) and may be required to sign tax documents, file a Form 1099 with the IRS and pay taxes on the value of the Prize.

SELECTION OF WINNER: Sponsors, in their sole and absolute discretion, will select the five (5) Winners on or about 12:00 PM (PST) on December 16, 2013, based on compliance with these Rules, composition and overall quality, creativity, originality, and overall impression. Sponsors will have complete discretion over interpretation of the Official Contest Rules, administration of the Contest, and selection of the Winners. Decisions of the Sponsors as to the administration of the Contest, interpretation of the Official Contest Rules and the selection of the Winners will be final.

WINNER NOTIFICATION DATE: Each Winner will be notified through the relevant social media account by approximately 5:00 PM (PST) on December 17, 2013. No other notification of any kind will be sent to the Winners. If a Winner does not respond within 48 hours from the time of notification, the Winner will be disqualified and a new Winner will be selected from the eligible entries.

PUBLICITY RELEASE: Subject to applicable law, each Winner irrevocably grants Sponsors the right to edit, publish, use, adapt, exploit, modify, copy, disseminate, or dispose of any entry, the concepts embodied therein, or any element thereof, proper names, user names, voice, likeness and/or biographical material for advertising, promotional and/or publicity purposes in connection with Nest Labs, Uber or the Contest, online, in print, film, television, social media, or in any other media now and hereafter known, worldwide in perpetuity, without any obligation or consideration except for the awarding of the Prize to the Winner. The Winner agrees not to issue any publicity of any kind concerning the Sponsors or any of their products without the prior written approval of Sponsors.

PRIVACY: Entrants and Winners agree that personal data submitted with an entry, including name, user name mailing address, phone number, and email address may be collected, processed, stored and otherwise used by Sponsors and their affiliates for the purposes of conducting and administering the Contest. We may also use your personal information to send you promotional materials from time to time. The entrant’s personal data and likeness may be displayed on Sponsors’ website or Facebook page. When you submit your entries via Facebook, Instagram, and Twitter, your submissions may be linked to Sponsors’ social media pages and may be visible for others to see, as permitted by your applicable privacy settings. Sponsors may receive information about you from your social networks, as permitted by your applicable privacy settings. Please note that once information is shared on social media it may not be possible to delete it entirely. We urge you to review your social network privacy settings to learn more about how your information is shared through the social network.

REPRESENTATIONS AND WARRANTIES: Each participant represents and warrants that he or she: (i) has read, understands and will adhere to these Official Contest Rules; (ii) is a legal resident of the fifty (50) United States or the District of Columbia; (iii) is at the time of entry, of the age specified in the Official Contest Rules ; (iv) that the photo or video submission is their own work and that they are the sole and exclusive owner and rights holder of the submitted video, and that they have the right to submit the photo or video in the Contest and grant all required licenses; and (iv) has the right to agree to and fully perform consistent with these Official Contest Rules and no consent of any third parties is required to grant the rights hereunder. Participants agree to defend, indemnify and hold Sponsors, its parents and each of their respective successors, assigns and licensees, harmless from and against any third party claim relating to any breach of any representation, warranty or covenant made by such participant in connection with his or her participation in Contest activities.

TAMPERING WITH CONTEST: Sponsors is not responsible for the actions of participants in connection with the Contest, including participants’ attempts to circumvent the Official Contest Rules or otherwise interfere with the administration, security, fairness, integrity or proper conduct of the Contest. Persons found tampering with or abusing any aspect of this Contest, or who Sponsors believes to be causing or attempting to cause malfunction, error, disruption or damage will be disqualified. Additionally, any attempt to cheat the Contest, as determined at the sole discretion of Sponsors, may result in immediate disqualification of the entrant, as well as other possible consequences, including disqualification from any and all existing and future Contest. Sponsors reserves the right, at its sole and absolute discretion, to disqualify any individual who is found to be, or suspected of, acting in violation of these Official Contest Rules, or to be acting in an un-sportsmanlike, obscene, immoral or disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person.

RELEASES, WAIVERS AND DISCLAIMERS: By entering into the Contest, participants agree to release, discharge and hold harmless Sponsors and each of its parents, subsidiaries, affiliates, prize providers/suppliers, agents representatives, retailers, and advertising and promotion agencies, and each of their respective directors, officers, employees, agents, successors and assigns (collectively, the “Released Parties”), from any and all liability, claims, losses, injuries, demands, damages, actions, and/or causes of actions whether direct or indirect, which may be due to or arise out of or in connection with the participation in the Contest or any portion thereof, or the awarding, acceptance, receipt, use or misuse or possession of the Prizes or while preparing for or participating in any Contest-related activity (including, without limitation, liability for any property loss, damage, personal injury or death, violation of rights of publicity or privacy, or claims of defamation or portrayal in a false light; or based on any claim of infringement of intellectual property). Participants agree that the Released Parties shall have no responsibility or liability for discontinued Prizes; human error; incorrect or inaccurate transcription of information; any technical malfunctions of the telephone network, computer equipment or systems, software, or Internet service provider utilized by Sponsors; interruption or inability to access the Contest website or any online service via the Internet due to hardware or software compatibility problems; any damage to participant’s (or any third person’s) computer and/or its contents related to or resulting from any part of the Contest; any lost/delayed data transmissions, omissions, interruptions, defects; and/or any other errors or malfunctions, even if caused by the negligence of the Released Parties. Each participant further agrees to indemnify and hold harmless Released Parties from and against any and all liability resulting or arising from the Contest and to release all rights to bring any claim, action or proceeding against Released Parties and hereby acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to a Prize, including express warranties provided exclusively by a Prize supplier that may be sent along with a Prize. 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.

SUSPENSION / MODIFICATION / TERMINATION: In the event Sponsors is prevented from continuing with the Contest by any event beyond their control, including, but not limited to, fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within their control (each a “Force Majeure” event or occurrence), Sponsors shall have the right to modify, suspend or terminate the Contest. Sponsors reserves the right to modify, suspend or terminate the Contest (including, without limitation, make changes to these Official Contest Rules) without notice or by posting a notice on nest.com/legal/silence-the-chirp, in its sole and absolute discretion, including, but not limited to, if in its sole and absolute discretion, it is determined that the Contest is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or any Force Majeure event(s) has destroyed or severely undermined or impaired the integrity and/or feasibility of the Contest. All Participants must check nest.com/legal/silence-the-chirp regularly to determine if there have been any changes made to the Official Contest Rules, the Contest or the Prizes.

GOVERNING LAW / LIMITATION OF LIABILITY: VOID WHERE PROHIBITED OR RESTRICTED BY LAW. All federal, state and local laws and regulations apply. By participating, participants agree to be bound by the Official Contest Rules and the decisions of the Sponsors which are final and binding in all respects. The Contest will be construed and evaluated only according to United States law. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Contest Rules or the rights and obligations of participants, Sponsors or the Released Parties in connection with the Contest will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.

BY ENTERING THE CONTEST, PARTICIPANT AGREES THAT: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE CONTEST, OR ANY PRIZE 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; (3) UNDER NO CIRCUMSTANCES WILL ANY PARTICIPANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND PARTICIPANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TWO HUNDRED FIFTY DOLLARS ($250.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) PARTICIPANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND PARTICIPANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

LIST OF WINNERS:

A list of winners will be made available by sending a stamped self addressed envelope to: Nest Labs, Inc., 900 Hansen Way, Palo Alto, CA, 94304.