“ULTIMATE ACCESS SWEEPSTAKES”


OFFICIAL RULES NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. The “Ultimate Access Sweepstakes” (the “Sweepstakes”) begins on January 28, 2011 at 12:01:01 a.m. Pacific Standard Time (“PST”) and ends on March 11, 2011 at 11:59:59 p.m. PST (the “Promotion Period”). Entry in the Sweepstakes does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Sweepstakes, each participant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Manzen, LLC d/b/a Xyience, 1335 East Sunset Road, Suite J, Las Vegas, Nevada 89119 (the “Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY: Only legal residents of the United States (excluding residents of Alaska, Hawaii, Florida, New York and Rhode Island) who are at least eighteen (18) years old and not a minor in their state of residence at the time of entry are eligible to enter into the Sweepstakes. Sponsor and Zuffa, LLC d/b/a Ultimate Fighting Championship (“UFC”), and their respective parent companies, subsidiaries, joint venturers, affiliates, successors, assigns, distributors, retailers, advertising and promotion agencies and each of their respective officers, directors, employees and representatives (collectively, the “Promotion Entities” and “Released Parties”) and the Immediate Family Members and Household Members of such individuals are ineligible to enter the Sweepstakes or win a prize. “Immediate Family Members” shall mean parents, step-parents, legal guardians, children, step-children, siblings, step-siblings or spouses. “Household Members” shall mean those persons (whether or not related) who share the same residence at least three (3) months a year. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

HOW TO ENTER: No purchase necessary to enter the Sweepstakes. In order to participate you will need Internet access and a valid email address. To enter, visit the Sweepstakes home page located at: http://www.ufc.com/xyience-ufc129 complete the online entry form and submit it as instructed. All entries must be received prior to the end of the Promotion Period. Proof of submission is not proof of entry or receipt by Sponsor. Limit of one (1) entry per person. If more than one (1) entry is received from one (1) person, Sponsor reserves the right to void all such entries. Entries generated by script, macro, bot or other automated means will be disqualified. All information provided by entrants will become the property of Sponsor. ALL ENTRIES MUST BE SUBMITTED IN ACCORDANCE WITH THESE OFFFICIAL RULES. NO OTHER METHOD OF SUBMISSON WILL BE ACCEPTED. All incomplete, unreadable or unintelligible entries and any other entries not in compliance with these Official Rules will be disqualified. Sponsor shall have the absolute right to determine if an entry is in compliance with these Official Rules without notice to the person attempting to enter. False or deceptive entries or acts will render the entrant ineligible. This Sweepstakes is intended for play in the United States only and shall only be construed and evaluated in accordance with United States laws as set forth below. Do not enter the Sweepstakes if you are not located in the United States.

PRIZE: One (1) grand prize winner (“Winner”) will be selected to receive a trip for two (2) to Toronto, Ontario, Canada. The trip will consist of: (i) round-trip coach air transportation for two (2) to Toronto, Ontario, Canada from the major airport nearest Winner’s residence within the U.S.; (ii) two (2) nights standard hotel room accommodations for Winner and Winner’s guest (one room, double occupancy and room tax only); (iii) two (2) passes to attend the UFC Fan Expo; (iv) two (2) tickets to attend the UFC 129 live mixed martial arts event (the “UFC Event”); and (v) two (2) passes to attend Xyience’s official UFC 129 after party. Odds of winning the prize depend on the number of eligible entrants who enter the Sweepstakes during the Promotion Period. The total approximate retail value (“ARV”) of the grand prize is $3,500.00 U.S. dollars. Actual grand prize value depends on winner’s place of residence and the cost and availability of airfare and/or hotel at the time of booking and may be substantially higher or lower than the ARV. Any difference between the ARV and the actual value of the grand prize will not be awarded to Winner.

GENERAL PRIZE CONDITIONS: All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. Winner cannot transfer, assign or redeem for cash the prize or any component of the prize. No substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value (as determined by Sponsor in its sole discretion) if the prize listed or any component of the prize listed is unavailable for any reason. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Sweepstakes promotional materials and the terms and conditions of these Official Rules, these Official Rules shall prevail and govern. Travel subject to availability and must be completed on the dates specified by Sponsor or, in Sponsor’s sole discretion, the prize will be forfeited and awarded to an alternate winner. Winner and Winner’s guest must travel on the same flight itinerary. Winner’s guest must be eighteen (18) years of age or older and not a minor in his or her state of residence at the time of travel departure. Winner and Winner’s guest agree to comply with the UFC’s rules relating to the use of the UFC Event tickets and UFC Fan Expo passes and in, accordance therewith, agree not to act in an unsportsmanlike or disruptive manner, or with any intent to annoy, abuse, threaten or harass any other person at the UFC Event and/or UFC Fan Expo. The Promotion Entities assume no responsibility for canceled, delayed, suspended or rescheduled events (including, but not limited to, airline flights, hotel accommodations and the UFC Fan Expo, UFC Event, and Xyience after party) beyond their control. Winner shall be solely responsible for all federal, state and/or local taxes resulting from acceptance of the prize and the reporting consequences thereof. Winner will be issued an IRS form 1099 for the retail value of the prize. All other costs and expenses not specifically described herein as part of the prize are solely the responsibility of Winner. WINNER DETERMINATION AND NOTIFICATION: One (1) Winner will be selected in a random drawing conducted by Sponsor from all eligible entries received during the Promotion Period, on or about Monday, March 21, 2011 (the “Drawing Date”). The potential winner will be notified by telephone, postal mail and/or email within approximately one (1) day following the Drawing Date. If a potential winner does not respond within seventy-two (72) hours of the first notification attempt (or a shorter time if required by exigencies), declines his or her prize or if a prize or prize notification is returned as unclaimed or undeliverable to the potential winner, such potential winner will be disqualified and his/her prize forfeited and an alternate prize winner may be selected from the remaining eligible entries. Prizes will be awarded to the person named on the applicable entry subject to verification of eligibility and the terms of these Official Rules. In the event of a dispute as to the identity of an entrant, entrant will be deemed the Authorized Account Holder of the email address submitted at the time of entry. For purposes of these Official Rules, “Authorized Account Holder” shall mean the natural person who is assigned to the email address by an Internet service provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted email address. Proof (to Sponsor’s satisfaction in its sole and absolute discretion) of being the Authorized Account Holder may be required by Sponsor. It is solely the responsibility of the entrant to notify Sponsor in writing if the entrant changes entrant’s email address during the Sweepstakes Period. Winner and Winner’s guest will each be required to execute and return an Affidavit of Eligibility, Liability & Travel Release and (where lawful) a Publicity Release (collectively, “Prize Claim Documents”) within the time period(s) specified in the prize notification. Time is of the essence in awarding prizes. Accordingly, if a potential winner or the potential winner’s guest fails or refuses to timely sign and return all applicable Prize Claim Documents, the potential winner may be disqualified and an alternate winner selected from the remaining eligible entries.

CONDITIONS OF PARTICIPATION/RELEASE: By participating in the Sweepstakes, each entrant agrees: (i) to be contacted by Sponsor via telephone, email and/or postal mail regarding the Sweepstakes; (ii) that Sponsor and Sponsor’s designees shall have the right (but not the obligation) to use, print, publish, reproduce, distribute, display and publicly perform participant’s name, image, likeness, photographs, voice, statements, biographical materials and/or other attributes of entrant’s identity (“Likeness”) in any manner whatsoever on and through any media now know or hereafter devised (including, without limitation, in online postings of the winner’s name, if applicable) throughout the world and in perpetuity for advertising, marketing and promotional purposes, without additional compensation, notification or permission, except where prohibited by law; and (iii) that entrant releases, discharges, indemnifies and holds the Released Parties harmless from and against any liability for any damages, injury or losses, to any person (including death) or property, of any kind resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize awarded to entrant pursuant to this Sweepstakes, entrant’s participation in this Sweepstakes or any Sweepstakes related activities, or from Sponsor’s and/or Sponsor’s designees’ use of entrant’s Likeness in the manner permitted herein. All applicable federal, state and local laws and regulations apply.

LIMITATIONS OF LIABILITY: The Released Parties shall not be responsible or liable for any: (i) losses, damages or other injuries of any kind resulting from entrant’s participation in the Sweepstakes or any Sweepstakes-related activity or from entrant’s acceptance, receipt, possession, use and/or misuse of the prizes; (ii) incomplete, inaccurate, illegal, illegible, damaged, stolen, garbled, delayed, late, lost, misdirected, misrouted, mutilated, postage due or undeliverable, unintelligible or scrambled entries, emails, information, affidavits, releases or communications regardless of method of transmission; (iii) error, omission, interruption, defect, delay in or failed transmission or interrupted or unavailable network, server or other connections; (iv) miscommunications, failed or malfunctioning computer hardware or software or technical failure; (v) printing, typographical, human administrative or technological errors appearing in these Official Rules or any screen shots thereof or any other Sweepstakes related materials; or (vi) other errors or problems of any kind whether mechanical, human, computer, electronic, mail or otherwise. The Promotion Entities assume no responsibility for any injury or damage to any person’s computer, computer system, handheld or wireless device or other property resulting from participating in the Sweepstakes or downloading or copying materials from, or use of, the Sponsor’s website. The Promotion Entities make no warranty, representation or guarantee, express or implied, in fact or in law with respect to the prize(s). Sponsor reserves the right, in its sole discretion to disqualify any individual who is found to be tampering with, disrupting or undermining the participation process or the operation of the Sweepstakes or to be acting to annoy, abuse, threaten or harass any other person, in an unsportsmanlike manner or otherwise in violation of these Official Rules, and the Promotion Entities reserve the right to seek damages and other remedies from any such person to the fullest extent permitted by law. In the event Sponsor is prevented from awarding prize(s) or continuing with the Sweepstakes as contemplated herein due to causes beyond Sponsor’s control (including, but not limited to, war, strikes, acts of God, computer viruses, bugs, technical failures, tampering, fraud, unauthorized human intervention, public health crisis, federal, state or local government law, order or regulation or court or judicial order) then, subject to any governmental approval which may be required, Sponsor shall have the right to suspend, modify or terminate the Sweepstakes. Should the Sweepstakes be terminated prior to the end of the Promotion Period, Sponsor reserves the right to award the prize based on eligible entries received before the date of such termination. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with applicable laws by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision and in the event any such provision is determined to be invalid or unenforceable, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein. Sponsor’s failure to enforce any provision of these Official Rules shall not constitute a waiver of such provision or any other provision of these Official Rules.

DISPUTE RESOLUTION: Except where prohibited by law, by entering the Sweepstakes, each entrant agrees that: (i) any and all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Sweepstakes shall be governed by and construed exclusively in accordance with the laws of the state of Nevada without giving effect to any choice of law or conflicts of law rules of any jurisdiction; (ii) any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes or any prizes awarded in connection with the Sweepstakes shall be resolved individually without resort to any form of class action, and exclusively by the state and/or federal courts located in Las Vegas, Nevada; (iii) entrant hereby irrevocably submits to the jurisdiction of such courts; (iv) entrant waives any objection and shall not make any objection to the venue of any such action or proceeding in said courts or that such action or proceeding was brought in an inconvenient court; (v) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but shall in no event include attorneys’ fees; and (v) under no circumstances will any entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and to have damages multiplied or otherwise increased. By entering this Sweepstakes, ENTRANT WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, whether sounding in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to, this Sweepstakes.

PRIVACY AND PERSONAL INFORMATION: All personal information regarding an entrant received by Sponsor will be subject to Sponsor’s privacy policy posted at: http://www.xyience.com/index.cfm?fa=main.privacyPolicy. By entering the Sweepstakes, you grant Sponsor permission to share your email address and any other personally identifiable information with the other Promotion Entities for purposes of administration and prize fulfillment. Accordingly, you may receive additional email communications from the Promotion Entities regarding the Sweepstakes or future promotions. The websites of Promotion Entities other than Sponsor are not under the control of Sponsor. Sponsor encourages all entrants to examine the privacy policies and/or terms of use policies of all Promotion Entities.

WINNER’S NAME/OFFICIAL RULES: To obtain a copy of the winner’s name, send a self-addressed stamped envelope to “Ultimate Access Sweepstakes”, 1335 East Sunset Road, Suite J, Las Vegas, Nevada 89119. All such requests must be received no later than six (6) weeks after the end of the Entry Period. Vermont residents may omit return postage. These Official Rules will be posted on the Website during the Promotion Period and for six (6) weeks thereafter.


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