When applicable, NO PURCHASE NECESSARY TO ENTER OR WIN. 1. SWEEPSTAKES PERIOD AND SPONSOR. The Sweepstakes is sponsored by Manhattan INT’L TRADE INC. and Kyodan Active (collectively, the “Sponsor”). The Sweepstakes is in no way sponsored, endorsed, administered by or associated with Instagram or TikTok. The Sweepstakes begins on stated date Eastern Time (“ET”) and ends on stated date ET (the “Sweepstakes Period”). The clock used by Sponsor to compute the Entries (as such term is defined below) will be the official clock to determine the date and time of receipt of an Entry. 2. ELIGIBILITY. The Sweepstakes is open only to individuals who are either a legal resident of Canada or a legal resident of the fifty (50) United States, who have reached the age of majority in the province, territory or state in which they reside and who are at least 18 years of age (each a “Participant” and, collectively, the “Participants”). The following persons cannot participate in the Sweepstakes: officers, directors, shareholders, employees, agents and/or representatives of Sponsor or its affiliates or related companies, advertising agencies, licensees, franchisees, partners, retailers, distributors and/or any other party related to the Sweepstakes, as well as the members of their immediate family (father, mother, sisters, brothers, children and their respective spouses, regardless of where they reside), legal or common-law spouse, and all individuals with whom these individuals are domiciled, whether or not these persons are related to each other. 3. PARTICIPATION. NO PURCHASE NECESSARY. Internet access and a valid Instagram and TikTok account if applicable are required. If applicable to the sweepstakes, posting on Instagram and using TikTok generally require a mobile device and therefore message and data rates may apply. During the Sweepstakes Period, the Participant must complete all the following steps to enter the Sweepstakes (if on Instagram): (i) Follow the official @kyodanactive Instagram account, (ii) like the official @kyodanactive sweepstakes post, (iii) tag a friend in the comments, and/or (iv) follow us on TikTok @kyodanactive. By doing so, the Participant will obtain one (1) entry into the Sweepstakes. A Participant may obtain additional entries into the Sweepstakes by completing all of the following steps: (i) share the official Sweepstakes post publicly in an Instagram story (ii) tag @kyodanactive in the story, and (iii) include relevant hashtag as part of the Instagram Story. By doing so, the Participant will obtain one (1) additional entry into the Sweepstakes. The Participant may obtain up to one (1) additional entry per day during the Sweepstakes Period using this method. Note: if the Instagram Story is not shared publicly, Sponsor will not be able to provide an entry for the post. All entries in the Sweepstakes will be referred each as an “Entry” and collectively, as the “Entries”. Total: unlimited Entries per Participant during the Sweepstakes Period, unless otherwise stated on post. All Entries must comply with Section 4 of these Rules as well as with Instagram’s terms of use, available at https://help.instagram.com/478745558852511. The Participant must submit each Entry personally. Participants may only use one (1) Instagram account and one (1) TikTok account in connection with this Sweepstakes. Multiple Participants are not permitted to share the same Instagram or TikTok account. All Entries must be received during the Sweepstakes Period. Sponsor is not responsible for late, undelivered or invalid Entries, which will be disqualified. Entries become the exclusive property of Sponsor and will not be returned or acknowledged. If you do not have an Instagram or TikTok account, creating one is free. Any attempt by any Participant to use multiple/different email addresses, social media accounts, identities, registrations and logins, or any other methods will void that Participant’s Entries and that Participant may be disqualified within Sponsor’s sole discretion. Use of any automated system (including but not limited to, Entries submitted using any robot, script, macro, or other automated service) to participate is prohibited and will result in disqualification. In the event of a dispute as to the identity of any person who submitted an Entry, the authorized account holder of the social media account used to enter will be deemed to be the Participant and must comply with these Rules. The “authorized account holder” is the natural person assigned to a social media account by an Internet access provider, online service provider or other organization responsible for assigning social media accounts for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holder. 4. ENTRY. All Entries or any content related to an Entry, including, without limitation, Participant’s comments, images, video, name, likeness, social media handles, profile images, and other account information (collectively, the “Participant Content”) must not contain anything that (i) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil or legal liability; (ii) is fraudulent, false, misleading or deceptive; (iii) is defamatory, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, fanaticism, bigotry, racism, hatred, harassment or harm against any individual or group (which include, but are not limited to, race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language); (v) is violent or threatening or promotes violence or actions that are threatening to any other person; (vi) promotes illegal or harmful activities or substances; (vii) contains information or content displaying names, images, any resemblance, voices or other identifying factor of a third person (living or dead), such as personal names, email addresses or postal addresses, including but not limited to, those of celebrities or other public figures or individuals, living or dead; (viii) uses trademarks, logos, trade names or source indicators belonging to third parties; or (ix) in Sponsor’s sole discretion: insults, attacks, harasses, intimidates, threatens, degrades or pretends to be someone else; contains "hate speech" targeting an individual or a group based on members of certain categories; targets minors; or promotes products or services prohibited to minors, or which are considered dangerous or inappropriate; contains adult content, including nudity, descriptions of people in explicit or suggestive positions, or activities that are excessively suggestive or sexually provocative; contains content that is shocking, sensational or disrespectful, or that displays excessive violence; is otherwise obscene, offensive or inappropriate; or offers a link or promotes a website; or otherwise makes available any unsolicited or unauthorized advertising, commercial presentation, promotional material, garbage mail, spam, pyramid scheme or any other form of solicitation. By submitting your Entry, you grant Sponsor, its related companies and their respective promotional agents, an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, assignable, free and royalty-free license to access the Participant Content, to use it, distribute it, execute it, reproduce it, display it, publish it, present it, transmit it, modify it, edit it, reformat it, translate it, create derivative works from it or grant sub-licenses relating to the Participant Content, and this, in order to exercise any other exclusive right associated with such Participant Content, on or in any type of support or media, now known or developed in the future and this, for all purposes including, but not limited to, for marketing and promotional purposes related to Sponsor and other interested parties (collectively, the “Granted Rights”). Without limiting the generality of the foregoing, and for the purpose of certainty, you expressly acknowledge and accept that the Granted Rights include the following rights: (i) the right to use the Participant Content, in whole or in part, in any media, including but not limited to broadcast media (for example, television, radio and the web), and in any form and for any purpose, in particular by using your image or a representation of yourself in printed form, such as for the purposes of advertising and marketing campaigns which could involve the use of the Participant Content as part of promotional material, billboards, scoreboards, rink tape boards, brochures, television or radio advertising messages, print ads, promotional videos, online posting on websites or on social media as well as interactive environments and activations; and (ii) the right to use your name and physical attributes (in any format) in relation to or as part of the Participant Content. IN OTHER WORDS, BY SUBMITTING THE PARTICIPANT CONTENT, YOU ACKNOWLEDGE AND AGREE THAT THE PARTICIPANT CONTENT MAY BE USED FOR ANY PURPOSE AND SEEN BY THE PUBLIC. 5. PRIZE. Prize changes upon various sweepstakes and will be made visible when applicable. The Prize and its components must be accepted as awarded and cannot be transferred, substituted for another prize or exchanged, in whole or in part, for money, unless otherwise agreed to by Sponsor. Sponsor reserves the right to substitute the Prize by a prize of equivalent or greater monetary value if Sponsor is unable to award the Prize as described. Sponsor disclaims any warranty, representation or guarantee express or implied by fact or in law in relation to the Prize, including but not limited to its quality and condition, except where prohibited by law. Any other associated costs or expenses not specifically described above will be the responsibility of the selected Winner, as this term is defined below. Prize shall be selected by the Sponsor in its sole discretion and may vary from photos used in advertising or promotional materials (including, but not limited to, print advertising and electronic and web banner advertising). The manufacturer’s standard warranty applies to the Prize. All Prize details are at Sponsor’s sole discretion. If the Winner (defined below) is a resident of the United States, the Winner shall be solely responsible for payment of any and all applicable federal, state, and local taxes for the prize. If the Winner is a resident of the United States, Sponsor will issue an IRS Form 1099 for to the Winner. 6. SELECTION. On the designated end date of sweepstakes, at the Sponsor’s offices located at 1650 Trans Canada Highway, St-Laurent, Quebec, H4T 1X5, around 17:00:00 PM (5 pm) ET, Entry (or entries) will be selected at random from all eligible Entries received during the Sweepstakes Period as eligible to win the Prize. Odds of winning the Prize depend on the total number of eligible Entries received during the Sweepstakes Period. 7. NOTIFICATION, PRIZE CLAIM CONDITIONS AND PRIZE DELIVERY. The potential winner of a Prize will be notified via direct message on Instagram within two (2) days of the selection. By entering the Sweepstakes, Participant consents to notification by Sponsor in this manner. In the event that, for any reason, the selected Participant does not contact Sponsor within a two (2) day period following the notification, the selected Participant will be disqualified and Sponsor may, at its sole discretion, proceed to a new drawing amongst all remaining eligible Entries received to identify another potential winner who will be subject to disqualification in the same manner. To be declared a winner, the selected Participant must: (i) respond to selection notification within the time period described herein; (ii) if a Canadian resident, correctly answer, without assistance of any kind, whether mechanical or otherwise, a time-limited mathematical skill-testing question administered at a mutually agreeable time by telephone (US residents do not need to meet this requirement); (iii) otherwise comply with these Rules. In addition, the selected Participant must complete and sign a declaration and release of liability and publicity (except where prohibited by law) (the “Form”) which Sponsor will send by mail, courier, fax or email and which the selected Participant must return duly completed and signed within seven (7) days of receipt thereof. By meeting all these requirements, the selected Participant will be declared the “Winner” of the Sweepstakes. If a selected Participant fails to: (i) correctly answer the skill-testing question (if the selected Participant is a Canadian resident), (ii) provide the Form signed by the selected Participant within the prescribed deadline, or (iii) otherwise comply with these Rules, the Prize will be forfeited and may be awarded to an alternate Participant, who will be subject to disqualification in the same manner. The Prize will be delivered by courier at the address provided by the Winner in the Form. 8. LIMITATION OF LIABILITY AND RELEASE. All Participants agree to release and hold harmless Sponsor, Facebook, Inc. (dba Instagram), TikTok, Inc., and Apple Inc., as well as their respective parent, affiliates or related companies, advertising agencies, licensees, franchisees, partners, retailers, distributors and each of their respective officers, directors, shareholders, employees, agents, representatives, successors and assigns (collectively, the “Releasees”) from any and all claims, cause of action, or liability, including, without limitation, any injury, death or damage to or loss of property, resulting from the Sweepstakes, including but not limited to, the entry process or participation in the Sweepstakes or acceptance, use or misuse of the Prize or use of the Participant Content as authorized herein. Without limiting the generality of the foregoing, the Releasees shall not be liable for any: (1) incorrect or inaccurate information, whether caused by Participants or otherwise; or an error related to the programming of the Sweepstakes; (2) technical failures of any kind, such as in particular, hardware or software errors; faulty computer; any malfunctions, inaccessibility of Instagram, TikTok or Sponsor’s website in whole or in part for any reason; service interruptions or disconnections of wireless or Internet networks, telephone lines; garbled, jumbled or faulty data transmissions; failure of any online transmissions to be sent or received; (3) unauthorized human intervention at any stage of the Sweepstakes entry process or participation; (4) technical, mechanical, network, typographical, printing, human or other errors or problems which may occur in the administration of the Sweepstakes or in the processing of Entries or in the announcement of the Prize or in any Sweepstakes-related materials; or (5) any harm or prejudice suffered by persons, or any material damages resulting from participation in the Sweepstakes or acceptance, use, implementation or misuse of the Prize. If for any reason, it is confirmed that a Participant’s Entry was deleted, lost, or otherwise destroyed or corrupted by error, the only remedy which the Participant is entitled to is requesting to obtain another Entry to the Sweepstakes, if possible. IPHONE® (Apple Inc.), INSTAGRAM (Facebook, Inc.) and TIKTOK (TikTok, Inc.) are registered trademarks respectively owned by the aforementioned entities and remain their exclusive property. Sponsor is not affiliated with these entities. This Sweepstakes is in no way authorized, sponsored, administered, or endorsed by such entities, their parent companies, subsidiaries, establishments and their respective operating entities. 9. PRIVACY. Sponsor and its authorized agents will collect, use, and disclose the personal information provided by Participants at the time of Entry to the Sweepstakes for the purposes of administering the Sweepstakes and Prize fulfillment. The Winner consents to Sponsor’s use of the Winner’s name, Participant Content, city, voice, image and/or statements related to the Prize for publicity purposes in any manner or media including the internet, at any time, in perpetuity, without compensation. Please refer to our privacy policy for more information about how we manage your personal information: https:/ca.kyodan.clothing/pages/privacy-policy (applicable to Canadian residents) or https://www.kyodan.clothing/pages/privacy-policy (applicable to U.S. residents). 10. RIGHT TO MODIFY/SUSPEND/TERMINATE. If, for any reason, at Sponsor’s sole discretion, the Sweepstakes is not capable of running as planned, Sponsor reserves the right, subject to the approval of the Régie des alcools, des courses et des jeux (the “Régie”) with respect to residents of Quebec, to cancel, terminate, modify or suspend this Sweepstakes, in whole or in part, without notice or obligation. Without limiting the generality of the foregoing, if the Sweepstakes, or any part thereof, is impaired in any way for any reason or is not capable of running as planned for any reason, including but not limited to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, programming errors, or technical failures, which, in the sole opinion of Sponsor, corrupt or affect the operation, administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor may, in its sole discretion, and subject only to the approval of the Régie in Quebec for the residents of Quebec, void any Entry and: (a) terminate the Sweepstakes, or any portion thereof; (b) modify or suspend the Sweepstakes, or any portion thereof, in order to address the impairment and then resume the Sweepstakes, or relevant portions thereof, in a manner that best conforms to the spirit of these Rules; and/or (c) award the Prize from among the non-suspect, eligible Entries received up to time of such action in accordance with a fair and adequate selection or as otherwise deemed fair and appropriate by Sponsor. 11. GENERAL CONDITIONS. Sponsor reserves the right, in its sole discretion, to disqualify from this Sweepstakes any person who Sponsor deems or becomes aware has tampered with the entry process or the operation of the Sweepstakes, Instagram, TikTok, or Sponsor’s website(s) or social media accounts, who does not comply with these Rules or acts in a manner that goes against the spirit of the Sweepstakes or adversely or with the intent to disturb, insult, threaten, intimidate or harass any other person. ANY ATTEMPT BY A PARTICIPANT OR ANY OTHER PERSON TO DELIBERATELY DAMAGE INSTAGRAM, TIKTOK, OR SPONSOR’S WEBSITE(S) (OR A SITE LINKED THERETO) OR SOCIAL MEDIA ACCOUNTS OR TO UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Except where prohibited by law, you agree that (i) any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes or any prize awarded (“Disputes”) shall be resolved individually, without resort to any form of class action; and (ii) all Disputes must be resolved before the Courts of Quebec sitting in the City of Montreal, Quebec, Canada and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes. You agree that any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes, but in no event attorneys’ fees; and under no circumstances will you be permitted to claim or obtain, and YOU HEREBY WAIVE ALL RIGHT TO CLAIM INDIRECT, PUNITIVE, INCIDENTAL, AND CONSEQUENTIAL DAMAGES AND ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND ANY AND ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. All decisions rendered by the Sponsor are final and without appeal. The Sweepstakes is subject to all applicable federal, provincial, state and municipal laws. The invalidity or unenforceability of any provision of these Rules shall not affect the validity or enforceability of any other provision contained herein. If any provision of these Rules is determined to be invalid or otherwise unenforceable, then the Rules shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein. The paragraph headings are used for reference purposes only and shall not affect the interpretation of the Rules. 12. WINNERS LIST: For a winners list, you may send a request to [email protected] with the subject line: Contest/Giveaway Winners, and before January 1st, 2022. 13. RESIDENTS OF QUEBEC ONLY. Any litigation respecting the conduct or organization of a publicity Sweepstakes may be submitted to the Régie for a ruling. Any litigation respecting the awarding of a prize may be submitted to the Régie only for the purpose of helping the parties reach a settlement.