OIKOS PRO FOR PROS Grant Program

OFFICIAL RULES

PARTICIPATION IN THE OIKOS PRO FOR PROS GRANT PROGRAM CONSTITUTES ACCEPTANCE OF THESE OFFICIAL RULES BY THE APPLICANT SUBMITTING THE GRANT APPLICATION. VOID WHERE RESTRICTED OR PROHIBITED BY LAW.

PLEASE READ THESE OFFICIAL RULES CAREFULLY AS THE OFFICIAL RULES REQUIRE APPLICANTS TO WAIVE THEIR RIGHT TO A JURY TRIAL; THAT DISPUTES ARISING OUT OF OR RELATING TO THIS GRANT PROGRAM BE RESOLVED ON AN INDIVIDUAL BASIS, RATHER THAN BY CLASS ACTIONS; AND LIMIT YOUR RIGHTS AND REMEDIES IN THE EVENT OF A DISPUTE.

  1. OIKOS PRO FOR PROS GRANT PROGRAM (“Grant Program”) SUMMARY. One Hundred (100) qualifying fitness industry professionals and independent gyms have an opportunity to each receive a Grant (as defined below) in an amount based on the Profits (as defined below) from sales of Oikos “Pro” product ($1,000 minimum value per grant). Oikos will be awarding Grants in an amount equal to 100% of the Profits (as defined below) from sales of Oikos “Pro” product occurring between February 1, 2021 through February 28, 2021 ($100,000 total minimum Grant amount) to be split equally between one hundred (100) recipients ($1,000 minimum value per Grant). Receiving a Grant is contingent upon Applicant fulfilling all requirements set forth in these Official Rules (“Rules”).

  2. BINDING AGREEMENT. Each person or independent, locally owned gym (each an “Applicant” or “you”) who submits a Grant application during the below Grant Program Period is entering into the Grant Program, which is governed by these Rules. Each Applicant should read these Rules before applying for a Grant to ensure you understand and agree. You are not eligible to receive a Grant unless you agree to these Rules.

  3. SPONSOR AND ADMINISTRATOR. This Grant Program is sponsored by Danone US, LLC, 12002 Airport Way, Broomfield, CO 80021 (“Sponsor”) and administered by ICF Next, Inc., 420 N. 5th St. Fl. 10, Minneapolis MN 55401 and Marketing Resources, Inc., 1144 Lake St. Suite 301, Oak Park, IL 60301 (“Administrators”). This Grant Program is in no way sponsored, endorsed, or administered by, or associated with Instagram, Facebook, Twitter and any other Social Media Site utilized by the Grant Program.

  4. GRANT PROGRAM APPLICATION PERIOD. The Grant Program begins at 12:01 AM Eastern Standard Time ("EST") on February 1, 2021 and ends at 11:59 PM EST on February 28, 2021 ("Grant Program Period"). The Sponsor's clock shall be the official device for all Grant Program purposes. APPLICANTS ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN THEIR RESPECTIVE JURISDICTION.

  5. ELIGIBILITY – WHO MAY PARTICIPATE. The Grant Program is open only to individuals and independent gym owners who at the time of application (a) are legal residents of and domiciled in the fifty (50) United States or the District of Columbia, and (b) who are at least the age of a majority in their state of residence (this is eighteen (18) years old in most states and nineteen (19) years old in Alabama and Nebraska) at the time of application submission. The following individuals and independent gym owners are not eligible to participate: (i) employees of the Sponsor, any of their subsidiaries or affiliate companies, or their advertising, marketing or promotional agencies; (ii) family members (spouse, parents, siblings, children and in-laws) of any individual referred to in clause (i); and (iii) persons living in the same household (whether or not related) with any person referred to in clause (i) or (ii) above. This Grant Program is subject to all federal, state, and local laws and regulations and is void (a) outside the 50 United States and the District of Columbia, and (b) where prohibited by law. Any local, state, provincial or other government agency or any officials or employees thereof are not eligible to participate.

    In addition to the criteria above, Applicants must also meet all of the below, applicable criteria:

    • If the Applicant is entering on behalf of an independent, locally owned gym, the Applicant must meet the following requirements: • Must be an independently and locally owned gym that is not a chain (i.e., a gym with three or more separate locations); • Must be legally operating and have all of the proper documentation in place to provide athletic training (e.g., certificates of good standing and other required jurisdictional permits and certificates); and • Must be able to provide a properly populated W-9 tax form before receiving a Grant. • Must be able to fully populate a Business Survey to demonstrate general legal and ethical compliance and operations. • If the Applicant is a personal trainer or fitness instructor, the person must meet the following requirements: • Must be able to provide a valid professional certification; • Must be able to provide a properly populated W-9 tax form before receiving a grant; and • Must disclose if he or she is employed by a third-party gym, the capacity of his or her employment, and the name of that business/commercial enterprise.

  6. (“GRANTS”). One Hundred (100) recipients will each receive a Grant in the form of an equal share of the Profits from the sales of Oikos “Pro” product during the Grant Program Period (with a $1,000 minimum value each). The final dollar value of each Grant will vary based on actual Profits. One Grant per person or business. “Profits” will be defined and calculated as net profit after expenses.

  7. WHAT STEPS ARE NEEDED TO APPLY AND RECEIVE A GRANT. During the Grant Program Period, fitness professionals and owners of locally owned, independent gyms may visit www.OikosProForPros.com and follow the instructions to submit a Grant application. To apply for the Grant Program, Applicants must submit the following: • Personal information (name, email address, phone number, physical address) o No PO boxes are permitted. • A brief overview of the impact COVID-19 has had on their business and how they have stayed strong and strengthened their community throughout the COVID-19 pandemic (500 words max) (See Grant Criteria below). • A photo of their “PROFACE” while working out. All required information must be included and valid for the application to be eligible. Applicants will be required to confirm that they have reviewed and agreed to the Rules as a condition of applying for the Grant Program.

  8. APPLICATION DEADLINE. All applications must be received on or before the end of the Grant Program Period in order to be eligible.

  9. SELECTION OF GRANT PROGRAM RECIPIENTS, GRANT CRITERIA AND NOTIFICATION. • To select the Grant recipients, there will be one (1) round of review by a qualified panel of judges selected by Sponsor in Sponsor’s sole discretion. After the Grant Program Period, the eligible applications will be reviewed and graded by the judges based on the Grant Criteria. The top one hundred (100) applications which receive the highest scores based on the following Judging Criteria will be selected to receive a Grant. The decisions of the panel are final and will not be disclosed to Applicants. • (“Grant Criteria”): o Demonstrating the impact of the COVID-19 pandemic on the Applicant’s fitness-focused business/income (50%) • (e.g., total percentage of client loss or attrition since March 2020; decrease in revenue in comparison to 2019, or other impactful business interruptions). o Demonstrating the Applicant’s commitment to promoting physical strength and fitness (25%) • (e.g., changing client services to be COVID-friendly, finding ways to motivate and challenge clients remotely, etc.) o Demonstrating the Applicant’s positive impact on the local community (25%) • (e.g., participating in community fundraisers or charitable efforts, donations, etc.). • An Administrator will contact Grant recipients via the email addresses provided in their applications. Applicants should keep an eye on their incoming messages and make sure they reply within two (2) calendar days to the message sent by the Administrator. • The Grant may be forfeited and may be awarded to another Applicant who has the next highest score per the Judging Criteria above if (i) any Grant notification or Grant is returned as undeliverable, (ii) the Administrator is unable to contact a potential Grant recipient within two (2) calendar days of the first attempt to contact him or her, (iii) a potential Grant recipient fails to provide his or her contact information or fails to return a duly executed Affidavit of Eligibility, Liability Release, and Publicity Release, a fully-populated Business Survey (if the Applicant is an independent, locally owned gym) and a properly executed IRS Form W-9 within two (2) calendar days after notification by the Sponsor, (iv) a potential Grant recipient is determined by Sponsor or Administrators, in their sole discretion, to be ineligible, (v) a potential Grant recipient declines the grant, or (vi) a potential Grant recipient is otherwise not in compliance with these Rules. • In the event that no applications are received, no grants will be awarded. • The grants will be fulfilled within approximately eight (8) weeks after the conclusion of the Grant Program to account for profits. The Sponsor and Administrators are not responsible for any delay in awarding any grant. • DETERMINATIONS OF THE JUDGING PANEL, SPONSOR AND/OR ADMINISTRATORS ARE FINAL AND BINDING.

  10. SUBMISSION REQUIREMENTS AND RESTRICTIONS (“RESTRICTIONS”). Each Applicant must ensure that: • The application: o does not infringe any third-party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, patent, trade secret or confidentiality obligations, or otherwise violate applicable laws. o does not include any private information of a third party such as name, address, phone number, email address, and other Personal Data. o does not contain the likeness of anyone who is or who appears to be under the age of 13 or anyone other than the Applicant, unless the Applicant has his or her (or parent's or legal guardian's) permission to do so for this Grant Program. The Applicant must have permission from all recognizable people who appear in the application regardless of their ages. If requested, the Applicant must be able to provide proof of such permission in a format acceptable to the Sponsor and/or Administrators. o does not include material that violates another’s rights (living or deceased), including but not limited to privacy or publicity. o does not disparage the Sponsor, Administrators or any other person or party affiliated with the Grant Program. o does not contain material that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous or other objectionable material. o does not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age. o does not contain any references to alcohol, tobacco, drug paraphernalia, firearms, or any description or representation thereof. o does not contain material that is unlawful, in violation of or contrary to the laws or regulations in any state where the application is created. o has not been submitted previously in a program of any kind or exhibited or displayed publicly through any means. • Applicant warrants and represents that: o the application is submitted by a person with the requisite authority from the business or commercial enterprise he or she purports to represent and has the lawful ability to bind said business or commercial enterprise. o the application is the Applicant’s own, wholly original work; is the Applicant’s own creation; and the Applicant warrants that he/she has secured all necessary rights relating to its use and the use of the content in the application. o the application must include a photo in either .JPEG, .JPG, or .PNG. and file sizes cannot exceed 8MB. o the application verbal or written content is in English. o the applicant has obtained any and all permissions, if any are required, prior to application and that Applicant may legally grant all permissions contained within these Rules to Sponsor. o where the application is uploaded by a minor or includes a minor, the Applicant: a) warrants that Applicant is the parent/legal guardian of such minor and as such granted his/her permission for said minor to participate in the Grant Program and permits the use of such minor’s name, likeness, biography, actions and contributions in the event that any application is submitted by or includes or references any person deemed and b) assumes all legal responsibilities under these Rules of any person deemed. o the Applicant has the requisite title, license, rights, consent, written permission and/or authority to Grant the Sponsor, Administrators and their respective affiliates permissive use any person’s name, likeness, biography, actions and contributions Applicant submits as part of their Application as delineated in Section 11 of these Rules. o the Applicant has the requisite title, license, and/or authority to Grant the Sponsor, Administrators and its affiliates permissive use of said intellectual property as delineated in Section 11 of these Rules where the application contains an owner or licensor’s intellectual property.

    The Applicant agrees that the interpretation of each of the above Restrictions shall be subject to the Administrators’ or Sponsor’s sole discretion. The Administrators and/or Sponsor are not responsible for any lost, late, incomplete, or other applications that do not comply with these Rules and it may be disqualified.

    Sponsor will consider only one (1) application from each Applicant. Any attempt by any Applicant to receive more than the stated number of grants by using multiple/different email addresses, identities, registrations and logins, or any other methods, as determined by the Administrators or Sponsor in their sole discretion, may void all of that Applicant’s applications and that Applicant may be disqualified from this Grant Program and any of the Sponsor's other promotions. In the event of a dispute as to the owner of any application, the authorized account holder of the email address will be deemed to be the Applicant. The "authorized account holder" is the natural person or commercial enterprise assigned to an email account by the entity responsible for doing so. Each Applicant may be required to show proof of being the authorized account holder.

    CAUTION: ANY ATTEMPT BY ANY APPLICANT, PERSON, OR ENTITY TO UNDERMINE THE LEGITIMATE OPERATION OF THE GRANT PROGRAM MAY BE IN VIOLATION OF CRIMINAL OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY’S FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

  11. PERMISSIVE USE. You grant the Sponsor, Administrators and any related affiliates or agents unlimited, worldwide, perpetual, irrevocable, and royalty-free right, license, privilege, and permission to record, copy, adapt, film, capture, use, license, transmit, broadcast, exhibit, project, publish, circulate, display, or otherwise exploit, any and all renderings of the Applicant’s application materials, name (including any and all nicknames, related names, and aliases), characters, biographies, artist's portrayal of characters, voice, image, likeness, visual representations, any and all attributes of the Applicant’s personality, and/or any and all of the Applicant’s acts, poses, actions, and appearances (collectively, "Name and Likeness"), and any ancillary use or derivative works on or in connection with any film, audio tape, video tape, audio-visual work, sound recordings, photograph, illustration, animation, broadcast, any derivative works or versions thereof in any media or embodiment now known or hereafter developed, throughout the world the way Sponsor or Administrators deem fit without any consideration or prior notice. Applications become the sole property of Sponsor and will not be acknowledged or returned.

  12. (“POST-GRANT PROGRAM OBLIGATIONS”). Confirmed Grant recipients may be required to:

    • Participate in media interviews within six (6) months of the Grant being awarded; primarily for local market media in the Grant recipient’s city or town but may extend to national markets via phone or video call. Grant recipients may also be required to participate in media training sessions prior to media interviews.

    • Participate in a photoshoot.

    • Post, within six (6) months of the Grant award, on the Grant recipient’s social media account to the extent that the Grant recipient has an Instagram, Facebook or Twitter account at the time of winning the Grant.

    The Post-Grant Program Obligations apply to all confirmed Grant recipients except for residents of Tennessee or where otherwise prohibited by law. Grant recipients agree to the Post-Grant Program Obligations in exchange for their receipt of the Grant and without further consideration whatsoever beyond the Grant received. All associated costs of effectuating the Post-Grant Program Obligations will be borne exclusively by the Sponsor. Grant recipients waive their right to inspect or approve the form and manner in which the Post-Grant Program Obligations end products are posted, circulated, published, displayed, broadcast, transmitted, or otherwise used by the Sponsor and its related affiliates and agents.

  13. ELECTRONIC COMMUNICATIONS. By submitting an application, you agree to communicate for the purpose of the Grant Program with the Sponsor and/or Administrators electronically. Through your application submission, you (i) agree that your consent to these Rules is a binding form of your electronic signature and (ii) represent that you have Internet access and a valid email address enabling you access to information pertaining to the Grant Program and to receive communications and documents electronically. Your consent is effective unless and until you withdraw it in writing to support@OikosProForPros.com.

  14. TAXES. ALL TAXES, FEES, DUTIES, SURCHARGES, IF ANY, IMPOSED ON ANY GRANT ARE THE SOLE RESPONSIBILITY OF THE GRANT RECIPIENTS.

    The Grant is not a scholarship, sponsorship, fellowship grant or need-based grant. Each Grant recipient is solely responsible for ensuring that he or she complies with all the applicable tax laws and filing requirements. If a Grant recipient fails to comply with such laws, the Grant may be forfeited and Sponsor may, in its sole discretion, award the Grant to the eligible Applicant whose application received the next highest score.

  15. PRIVACY. Applicants acknowledge that they have read and accepted ICF Next’s privacy statement and the terms and conditions outlined here. Applicants agree that personal data including, but not limited to, name, email address, age, location, photo submission, and written submission ("Personal Data") may be:

    • collected, processed, stored and otherwise used by the Sponsor and/or Administrators, or any party authorized by them for the purposes of conducting and administering the Grant Program or the grants, including Sponsor affiliates.

    • used by Sponsor or any party authorized by them, including Sponsor affiliates, to verify an Applicant's identity, postal address and telephone number in the event an Applicant qualifies for any applicable Grant as well as to deliver the applicable grant.

    • used to fulfill additional terms of the Grant Program or to contact an Applicant in response to any question submitted by such Applicant.

    • shared by the Sponsor or any party authorized to comply with the law or in the good faith belief that such action is necessary in order to conform to the requirements of law or comply with legal process served on Sponsor, and to protect and defend Sponsor's rights or property.

    Additionally, we ask that you please keep in mind:

    • The data processors are ICF Next, Inc. and Marketing Resources, Inc. as the Administrators; the data controllers are ICF Next, Inc. and Danone US, LLC and the data recipients are ICF Next, Inc., Marketing Resources, Inc. and Danone US, LLC.

    • Applicants have a right of access, modification and withdrawal of their Personal Data. You may withdraw your consent to electronic communication and delivery of documents, update your contact information, or request a free paper copy of these Rules at any time by contacting us as set forth in these Rules. We will send you a confirmation notice once we have processed your change request.

    • Applicants also have a right of opposition to the data collection, under circumstances. To exercise such rights, Applicants may send a request to:

    ICF Next ATTN Grace Flanders
    420 N 5th Street, Minneapolis, MN, 55401
    Or by email at: support@OikosProForPros.com

  16. RIGHT TO CANCEL, MODIFY, OR DISQUALIFY. If for any reason the Grant Program or any portion thereof is not capable of running as planned due to technical or administrative problems, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the Sponsor's or Administrators’ reasonable control which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Grant Program, the Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Grant Program or any portion thereof.

  17. NO TRANSFER. No transfer or substitutions for the Grant awards will be allowed, except at the Sponsor's and/or Administrators’ sole discretion.

  18. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE SPONSOR, ADMINISTRATORS, FACEBOOK, INSTAGRAM, TWITTER OR ANY RELATED AFFILIATES, CLIENTS, PERSONNEL, DIRECTORS, OFFICERS, AGENTS, OR PRINCIPALS (PARTNERS, SHAREHOLDERS OR HOLDERS OF AN OWNERSHIP INTEREST, AS THE CASE MAY BE) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, INCURRED BY APPLICANTS OR ANY THIRD PARTY, WHETHER BASED ON WARRANTY OR IN CONTRACT, TORT, OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, ARISING FROM THE APPLICATION, THE GRANT PROGRAM OR USE OF A GRANT EVEN IF THE SPONSOR OR ADMINISTRATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    The Sponsor and/or the Administrators are not responsible for: (i) lost, late, incomplete, invalid, illegible, unintelligible, damaged, altered, counterfeit, obtained through fraud, late, or misdirected applications, which will be disqualified; (ii) failed, partial or garbled computer transmissions; (iii) technical failures of any kind, including, but not limited to electronic malfunctioning of any network; or (iv) any technical, computer, telephone, cable, network, electronic or internet hardware or software malfunctions, failures, connections, availability or intervention, error, omission, interruption, detection, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the web site or otherwise whether caused by web site users or by any of the equipment or programming associated with or utilized in the Grant Program. The Sponsor and/or Administrators reserve the right, in their sole discretion, to disqualify any Applicant and/or application not in compliance with these Rules.

    Applicants agree that the Sponsor and/or Administrators shall have no liability for unsuccessful efforts to notify any potential Grant recipient, or for any injuries, losses, or damages by reason of the Applicant's participation in the Grant Program.

  19. INDEMNITY AND RELEASE. By accepting a Grant award, the Grant recipient agrees to release and hold harmless the Sponsor, Administrators and any related affiliates, clients, personnel, directors, officers, agents, or principals (partners, shareholders or holders of an ownership interest) from any and all liability, loss or damages arising from or in connection with awarding, receipt and/or use of a Grant or participation in grant-related activities, and they shall have no liability for any injury, misfortune, or damage to either persons or property incurred by entering, participating in or receiving a Grant in the Grant Program.

  20. IN CASE OF DISPUTES. The Sponsor and/or Administrators will interpret these Rules and resolve any disputes, conflicting claims or ambiguities concerning the Rules, and the Sponsor's and/or Administrators’ decisions shall be final. If any provision of these Rules is found to be invalid by any court having competent jurisdiction the invalidity of such provision shall not affect the validity of the remaining provisions of these rules, which shall remain in full force and effect. The Sponsor and/or Administrators reserve the right to modify or terminate the Grant Program or to make such other decisions regarding the administration or outcome as the Sponsor and/or the Administrators deem appropriate.

  21. FORUM AND RECOURSE TO JUDICIAL PROCEDURES. If there is any conflict between any promotional material and these Rules, the provisions of these Rules shall prevail. The resolution of any dispute shall be within Sponsor and/or Administrators’ sole discretion. As a condition of entering this Grant Program, except as prohibited by law, you agree that: (a) all causes of action arising out of or connected with this Grant Program, or any Grant awarded, shall be resolved individually, without resort to any form of class action; and (b) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys’ fees or court costs. All issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, your rights and obligations, or the rights and obligations of Sponsor in connection with this Grant Program, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules (whether of the Commonwealth of Virginia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of this Grant Program or the applicable Rules shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the city of Fairfax and County of Fairfax, and the Applicant(s), Sponsor and Administrators irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

  22. WAIVER OF JURY TRIAL. THE APPLICANT(S), SPONSOR AND ADMINISTRATORS ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR RELATING TO THESE RULES OR THIS GRANT PROGRAM IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, THE APPLICANT(S), SPONSOR AND ADMINISTRATORS IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE RULES OR THIS GRANT PROGRAM.

  23. CONTACT AND RECIPIENT LIST. For the names of the Grant recipients, available upon completion of Grant recipient confirmation, visit www.OikosProForPros.com.

    Any queries shall be sent by mail to Sponsor at:
    ICF Next ATTN Grace Flanders
    420 N 5th Street, Minneapolis, MN, 55401
    Or by email at: support@OikosProForPros.com

© 2021 ICF Next, Inc. All rights reserved.