Official Rules &
Regulations

Each Showdown is open only to individuals who, at the time of entry, are at least eighteen (18) years of age as of the date of entry who have a valid Instagram and Facebook account set to public (the “Participant”). Most Showdowns are open to legal residents of the fifty (50) United States and the District of Columbia, and most countries around the world, but are void in all countries on the United States' list of embargoed countries, as well as in countries, territories, provinces, or states where local laws prohibit entry into a Showdown. Showout also may limit certain Showdowns to specific countries.

Sponsor, and their respective parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies, and each of their respective officers, directors, and employees (the “Promotion Entities”), are ineligible to enter a Showdown or win a prize. Household Members and Immediate Family Members of Promotion Entities are also not eligible to enter or win. “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.

Participant must be able to demonstrate to the satisfaction of Sponsor that they do not have any contractual arrangement that would prohibit them from fully participating in the Showdown, providing the releases required by these Official Rules, or accepting a Prize.

Participate in a Showdown by following the detailed information on the specific Showdown page and creating a Submission based on the information on the Showdown page. To participate in the Showdown, you must register on the Showdown website https://www.showout.tv (the “Website”) and have an Instagram and Facebook account.

Your Instagram account must be set to public during a Showdown and for three (3) weeks thereafter to permit public viewing of your Submission.

By obtaining or using an account with Instagram or Facebook, you understand that you are agreeing to be bound by the terms and conditions set forth by the social network, in addition to all Showdown Rules. Note: If you deactivate your Instagram or Facebook account at any time prior to the announcement of the winner, your entry will be void. Multiple Participants are not permitted to share the same Instagram or Facebook account.

Any Submission that, in Sponsor's good faith judgment, violates the Submission Requirements will be disqualified. Submissions must be received by the end of the posted registration period. The Sponsor's clock will be the official timekeeper for the Showdown. Any Submission that is considered by Sponsor in its sole and absolute discretion to be obscene, pornographic, libelous, hate speech, or otherwise objectionable, in whole or in part, will be removed from public view and disqualified.

Sponsor reserves the right to verify the validity and originality of any Submission and/or Participant (including a Participant's identity and address) and to disqualify any Participant who submits a Submission that is not in accordance with the Showdown Rules or who tampers with the entry process. Failure by Sponsor to enforce any of its rights does not constitute a waiver of those rights.

During the Showdown, the Sponsor and/or its agents will be evaluating the Submissions to ensure that they meet the Submission Requirements. The Sponsor reserves the right, in its sole discretion, to disqualify any Participant whose Submission does not meet the Submission Requirements.

Any Participant who incorporates intellectual property or material owned by a third party into their Submission does so at their own risk. No Participant will be eligible to receive a prize unless Sponsor determines, in its sole and absolute discretion that such Participant's Submission has been or can be sufficiently cleared for legal purposes.

Sponsor does NOT claim ownership of the Submission that you submit or make available for inclusion in a Showdown. For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, each Participant hereby irrevocably and unconditionally grants to Sponsor, Sponsor's successors and assigns the right (but not the obligation) to use Participant's Submission in whole or in part, to use, reproduce, distribute, display, modify, license, sublicense, and create derivative works of the Participant's Submission (along with a name credit) in connection with the Showdown and the marketing, advertising and promotion of any Showdown, in any media now or hereafter known, for no additional compensation.

The rights granted shall include, without limitation (i) all reproduction, distribution, adaptation, performance, fixation, rental and lending rights, exhibition, broadcast and all other rights of communication to the public; (ii) the right to make changes to the Submission, and to use such Submission as Sponsor shall from time to time determine in its sole discretion; (iii) the right to authorize, prohibit and/or control the renting, lending, fixation, reproduction, importation and/or other exploitation of the Submission; and (iv) all rights generally known as “moral rights” or “droit moral” rights. To the fullest extent allowable under any applicable law, each Participant hereby irrevocably waives or assigns to Sponsors Participant's Moral Rights.

Notwithstanding anything to the contrary in the Official Rules, you understand and agree that your rights to use the “battle track” or any other materials supplied by Showout to create your Submission are governed by various agreements between Showout and the respective owners of such materials that limit your use to submission of a Submission in the Showdown. Showout makes no representation or warranty to you with respect to your ability to further reproduce, distribute, or otherwise exploit such Submission.

Each Showdown is skill-based. By the mere provision of a Submission, Participant acquires no automatic right to be awarded a prize, nor any other right except for the right to have their Submission posted to the Showdown and evaluated subject to the Showdown Rules applicable to that particular Showdown.

Once a Submission is made, it may be made available on the specific Showdown page for viewing by the general public. Participant may vote on their own Submissions in a Showdown, unless prohibited by any supplementary rules.

During the public voting period (the “Online Voting Period”), users of the Website will have the opportunity to vote for your Submission. Participant may encourage family, friends, and/or their social media community to vote for their Submission, but Participant may not attempt to induce others to vote for their Submission through the use of any incentive, inducement, Showdown, or other promotion. Any use of automatic voting methods by any party will void all such votes and will result in the Submission in question being declared ineligible and disqualified from the Showdown.

In the event of a tie, Sponsor shall select the winner. Sponsor's evaluation of the tied Submissions will be based on the creativity, originality, and technical quality of the Submission. Sponsor's decision is final and binding.

Potential winner(s) will be notified by email, text message, and/or contacted via the Instagram direct message feature. Participant agrees to allow Sponsor to contact Participant using the direct message feature on Instagram for the purpose of providing notification and additional instruction on how to redeem their prize. Decisions of the Sponsor are final and binding and not subject to appeal.

Sponsor shall have no liability for any winner notification that is lost, intercepted, or not received by the potential winner for any reason. If, despite reasonable efforts, a potential prize winner does not respond within twenty-four (24) hours of the first notification attempt, or if a prize or prize notification is returned as unclaimed or undeliverable to such potential prize winner, such potential prize winner may forfeit the applicable prize and an alternate prize winner may be selected.

Potential winners shall be required to complete, sign, and return within the time stated in the winner notification, an Affidavit, Declaration and/or Certificate of Eligibility, Liability Release, and (where imposing such conditions is legal) a Publicity Release, and any other documents reasonably requested by the Sponsor (the “Prize Claim Documents”) prior to being declared the winner. Prizes will be awarded only if the potential prize winner fully complies with these Official Rules and any other supplemental rules or guidelines. All portions of the prize(s) are non-assignable and non-transferable.

NONCOMPLIANCE OR RETURN OF PRIZE NOTIFICATION AS UNDELIVERABLE, REGARDLESS OF THE METHOD OF ATTEMPTED DELIVERY, MAY RESULT IN DISQUALIFICATION AND SELECTION OF AN ALTERNATIVE POTENTIAL WINNER. SPONSOR MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY PRIZE FURNISHED IN CONNECTION WITH THE CONTEST. SUCH PRIZES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

Participants agree that the Promotion Entities (a) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in a Showdown or any Showdown-related activity, or from Participants' acceptance, receipt, possession and/or use or misuse of any prize, and (b) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize.

Sponsor assumes no responsibility for any damage to a Participant's, or any other person's, computer system which is occasioned by participating in the Showdown, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature.

Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of a Showdown, to be acting in violation of these Official Rules or any other additional or supplemental rules or guidelines, or to be acting in an unsportsmanlike or disruptive manner. Sponsor also reserves the right to modify, extend, suspend, or terminate any Showdown if it determines, in its sole discretion, that a Showdown is technically impaired or corrupted or that fraud or technical problems have destroyed or severely undermined the integrity of a Showdown.

Each Participant hereby acknowledges and agrees that the relationship between the Participant and the Promotion Entities is not a confidential, fiduciary, or other special relationship, and that the Participant's decision to provide the Participant's Submission to Sponsor for purposes of a Showdown does not place the Promotion Entities in a position that is any different from the position held by members of the general public with regard to elements of the Participant's Submission.

Each Participant acknowledges that, with respect to any claim by Participant relating to or arising out of a Promotion Entity's actual or alleged exploitation or use of any Submission, the damage, if any, thereby caused to the applicable Participant will not be irreparable or otherwise sufficient to entitle such Participant to seek injunctive or other equitable relief, and Participant's rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

All Participants, as a condition of entry, agree that they have not been required to purchase any kind of Internet, wireless, or data service whatsoever in order to participate in and/or enter a Showdown. The Promotion Entities are not responsible for the actions of Participants in connection with a Showdown, including Participants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity or proper conduct of a Showdown.

ANY ATTEMPT BY A PERSON TO DAMAGE ANY WEBSITE (INCLUDING ANY SOCIAL MEDIA PLATFORM OR APPLICATION) OR UNDERMINE THE LEGITIMATE OPERATION OF ANY SHOWDOWN MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK ALL LEGAL AND EQUITABLE REMEDIES FROM AND AGAINST ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

Participant further understands and agrees that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release(s) are hereby expressly and forever waived. Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY THEM, WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”