dYdX Merch Meme Contest

1. Entry Period and Sponsor.

• (a) The dYdX Merch Meme Contest Rules (the “Contest”) starts on November 8, 2022 at 19:00 UTC and ends on November 9, 2022 at 19:00 UTC (the “Competition Period”).

• (b) The sponsor, with an address at 44 Montgomery Street, Suite 2310, San Francisco, CA 94104, United States of America (“Sponsor”), of the Contest is dYdX Trading Inc. The Contest is subject to these rules (these “Rules”) and by entering the Contest, you accept and agree to be bound by these Rules and all applicable law. These Rules supplement Sponsor’s Promotional Terms and Conditions (“Promotional Terms and Conditions”), to which you agree that you are bound and are a party and requires you to agree to and be bound by Sponsor’s Terms of Use (the “Terms”) and Privacy Policy (“Privacy Policy”).

2. Eligibility.

Subject to section 1 in the Promotional Terms and Conditions (other than the exclusion of US Persons (as defined therein), certain of whom will be eligible to participate in the Contest), the Contest is open to each individual and entity (a “Person”) worldwide (excluding residents of Belarus, Bosnia and Herzegovina, Greece, Kosovo, Latvia, Macedonia, Italy, Portugal, and the following states in the United States – Colorado, Maryland, Nebraska, North Dakota and Vermont) who is of legal age in the jurisdiction in which such individual resides or has legal capacity to enter into the Contest. The Contest is void where prohibited by applicable law. Notwithstanding the foregoing, employees of Sponsor and its affiliates, subsidiaries, advertising, promotion, fulfillment or other coordinating agencies, individuals providing services to Sponsor through an outsourcer or temporary employment agency during the Competition Period, and their respective immediate family members and individuals living in the same household, are not eligible to participate in the Contest.

3. How to Enter.

• (a) To enter the Contest, you must have a valid Twitter account that is set to public and accepts direct messages. If you do not have a Twitter account, go to https://twitter.com and create an account according to the instructions thereon. Creating an account on Twitter is free. You must accept and agree to comply with the terms of service and privacy policy of Twitter to create an account. If you do not agree to such terms of service and privacy policy, you cannot create a Twitter account and will be ineligible to receive a Prize (as defined below).

• (b) To submit an entry to the Contest, during the Competition Period, you must complete the following:

  • (i) reply to Sponsor’s post on Twitter that is titled “24 Hours. Best Meme about DeFi vs CeFi wins dYdX merch. Drop in the thread below” with a meme that best demonstrates the following prompt: "best meme about DeFi vs CeFi" (the "Entry"); and

  • (ii) follow the @dYdX Twitter account if you do not yet follow such account.

• (c) Violating, or using fraudulent methods or otherwise attempting to circumvent, these Rules may result in disqualification at the sole discretion of Sponsor.

• (d) Proof of submission of an Entry does not constitute proof of delivery or receipt.

4. Determination of Winner.

Three (3) winners will be determined by Sponsor in its absolute and sole discretion. If Sponsor determines in its sole discretion that any Entry was manipulated or otherwise unfair, then Sponsor may, at its sole discretion, disqualify the Entry.

5. Payments.

• (a) Three (3) shirts, each with an approximate retail value (“APV”) of fifteen U.S. dollars ($15), and three (3) hats, each with an APV of fifteen U.S. dollars ($10), will be available as prizes (“Prizes”). Each winner will receive one (1) shirt and one (1) hat.

• (b) All Prizes are non-transferable and no cash or other substitution of Prizes is permitted, except at the sole discretion of Sponsor for a prize of equal or greater value. Sponsor will not replace any lost or stolen Prizes. Winners are solely responsible for any and all federal, state, provincial and local taxes, if any, that apply to Prizes. Winners agree to provide Sponsor with any additional information Sponsor determines is necessary to comply with applicable laws and to complete any required tax or other forms relating to the winner’s receipt of a Prize.

• (c) The approximate total value of all Prizes is seventy-five U.S. dollars ($75).

• (d) SPONSOR DOES NOT AND CANNOT GUARANTEE THAT ANY PRIZES WILL RETAIN ITS ORIGINAL VALUE. WINNER AGREES TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF ANY PRIZES.

6. Notification of Winners.

The potential winner will be notified by direct message on Twitter and will be required to respond to such notification within twenty-four (24) hours. The potential winner must send to Sponsor an address to which it would like the Prize delivered, and sign and return any required affidavit of eligibility, publicity or liability release, and any other documentation required by law or for tax purposes, within five (5) days of notification. Sponsor assumes no responsibility for undeliverable direct messages (including resulting from privacy settings on Twitter). If a selected potential winner cannot be contacted, is ineligible, fails to respond to such notification in the time allotted, or where an affidavit of eligibility and publicity or liability release, as applicable, or other documentation is not timely received, is incomplete or modified, such potential winner’s Prize may be forfeited and an alternate winner may be selected from remaining valid and eligible entries in accordance with Section 4. Prizes will be mailed to winner within approximately thirty (30) days of winner verification. Upon Prize forfeiture or inability to use a Prize or portion thereof, no compensation will be given and Sponsor will have no further obligation to such entrant. In the event of a dispute regarding who submitted an entry, the entry will be deemed submitted by the authorized Twitter account holder. “Authorized account holder” is defined as the Person who is assigned to the Twitter account by an Internet access provider, online service provider, or other organization (including business and educational institution) that is responsible for assigning such accounts.

7. Publicity.

Except where prohibited, by participating in the Contest, you consent to the use of your name, photo or likeness, biographical information, Entry and statements attributed to you (if true) for advertising and promotional purposes, including inclusion in Sponsor’s and its affiliates’ newsletters, blog or homepages located at https://dydx.exchange/ and those of our partners and our social media channels (including https://twitter.com/HedgiesOfficial, https://twitter.com/dYdX and https://discord.gg/Tuze6tY), without additional compensation.

8. Additional Conditions.

Sponsor reserves the right, in its sole discretion, to terminate, modify or suspend the Contest in whole or in part, including if in Sponsor’s opinion (a) the Contest is not capable of running as planned by reason of the occurrence of any event beyond its control including fire, flood, epidemic, pandemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications, equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any applicable law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control, or (b) any other factors beyond Sponsor’s reasonable control corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, in all instances without liability to the entrants. Sponsor reserves the right to disqualify any entrant or winner, as determined by Sponsor, in its sole discretion.

9. Third Party Platforms.

If the Contest is hosted, administered, or operated on a third party platform (“Third-Party Platform”), then by participating in this Contest, you hereby release and agree to comply with all rules and policies set forth by such Third-Party Platform and to hold harmless such Third-Party Platform from any and all liability, loss or damages arising from or in connection with the awarding, receipt, or use or misuse of Prizes or participation in any Prize related activities. This Contest is not sponsored, endorsed or administered by, or associated with, any Third-Party Platform.

10. Indemnification.

You will defend, indemnify, and hold harmless Sponsor and its respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including reasonable attorneys’ fees, arising out of or relating to your participation in the Contest or acceptance or use of a Prize or parts thereof, including (a) any condition caused by events beyond Sponsor’s control that may cause the Contest to be disrupted or corrupted; (b) the Prize, or acceptance, possession, or use of the Prize, or from participation in the Contest; (c) any printing or typographical errors in any materials associated with the Contest; and (d) your violation of these Rules.

11. Disclosures; Disclaimers.

• (a) Sponsor is not responsible for (i) late, lost, delayed, incomplete, illegible, garbled, misdirected or undeliverable Entries, responses or other correspondence; (ii) theft, destruction, unauthorized access to or alterations of Entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a Person’s ability to participate in the Contest.

• (b) The Contest is in no way sponsored, endorsed, administered by, or associated with Twitter.

12. Exclusion of Consequential and Related Damages.

NOTWITHSTANDING ANYTHING IN THESE RULES TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY WILL SPONSOR OR ITS STOCKHOLDERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE, FOR (A) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, OR SIMILAR HARM OF ANY TYPE OR KIND (INCLUDING LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) OR (B) ANY AGGREGATE LIABILITY EXCEEDING THE APV OF AN APPLICABLE PRIZE, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH (I) THESE RULES OR (II) THE USE, INABILITY TO USE OR ACCESS, OR INABILITY TO OTHERWISE BENEFIT FROM PRIZES.

13. Dispute Resolution and Arbitration.

• (a) Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Sponsor and limits how you can seek relief from Sponsor. Also, arbitration precludes you from suing in court or having a jury trial.

• (b) You and Sponsor agree that any dispute arising out of or related to these Rules is personal to you and Sponsor and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

• (c) Except for small claims disputes in which you or Sponsor seeks to bring an individual action in small claims court located in the county of your billing address, disputes in which Sponsor seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property or claims related to the enforcement or validity of Sponsor’s intellectual property rights (collectively, “Excluded Claims”), you and Sponsor waive your rights to a jury trial and to have any dispute arising out of or related to these Rules resolved in court. Instead, for any dispute or claim that you have against Sponsor or relating in any way to these Rules and the Contest, you agree (i) that any such dispute or claim must be resolved pursuant to the below provisions of this Section 13, and (ii) to first contact Sponsor and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Sponsor by email at legal@dydx.exchange. The Notice must (A) include your name, residence address, email address and telephone number; (B) describe the nature and basis of the claim; and (C) set forth the specific relief sought. Sponsor’s notice to you will be similar in form to that described above. If you and Sponsor cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California under the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

• (d) You and Sponsor agree that these Rules affects interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Rules and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

• (e) The arbitrator, Sponsor and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

• (f) You and Sponsor agree that for any arbitration you initiate, you will pay the filing fee and all other JAMS fees and costs. For any arbitration initiated by Sponsor, Sponsor will pay all JAMS fees and costs. You and Sponsor agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over the enforcement of an arbitration award.

• (g) Any claim arising out of or related to these Rules must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Sponsor will not have the right to assert the claim.

14. Governing Law.

The interpretation and enforcement of these Rules, and any dispute related to these Rules or the Contest, will be governed by and construed and enforced under the laws of the State of California, as applicable, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that Sponsor may initiate a proceeding related to the enforcement or validity of Sponsor’s intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Rules, the state and federal courts located in San Francisco, California will have exclusive jurisdiction. You waive any objection to venue in any such courts.

15. Severability.

If any provision of these Rules is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of these Rules or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, Sponsor will in good faith modify these Rules so as to effect the original intent of these Rules as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16. Entire Agreement.

These Rules and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Rules and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

17. Assignment.

Sponsor may assign these Rules or assign, subcontract, delegate, license or sublicense any or all of its rights and obligations hereunder. These Rules are personal to you and shall not be assigned or transferred by you. Any attempted assignment or transfer in violation of this Section 17 will be null and void.

18. Interpretation.

Except to the extent otherwise provided or unless the context otherwise requires, for purposes of these Rules, (a) wherever the word “include,” “includes” or “including” is used, it will be deemed to be followed by the words “without limitation”; and (b) the word “or” will not be exclusive. Headings of sections are for convenience only and will not be used to limit or construe such sections.

19. Communications.

You consent to receive all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that Sponsor provides in connection with these Rules electronically or in person. You agree that Sponsor may provide Communications to you by posting them on the Site (as defined in the Terms), by communicating to you in person or by emailing them to you at the email address you provide in connection with the Contest, if any. You should maintain copies of Communications, including by printing a paper copy or saving an electronic copy. You may contact Sponsor with questions or complaints at legal@dydx.exchange.

20. No Equitable Remedies.

You will not be entitled by reason of any breach of these Rules, and you will not seek, any equitable relief, whether injunctive or otherwise.

21. Other Remedies.

Any right or remedy of Sponsor set forth in these Rules is in addition to, and not in lieu of, any other right or remedy whether described in these Rules, under applicable law, at law, or in equity. The failure or delay of Sponsor in exercising any right, power or privilege under these Rules will not operate as a waiver thereof.

22. No Third-Party Beneficiaries.

You agree that, except as otherwise expressly provided in these Rules, there will be no third-party beneficiaries to these Rules other than the Indemnified Parties.

23. Conflicts.

In the event of a conflict between these Rules and the Promotional Terms and Conditions, these Rules will govern to the extent of such conflict. For the avoidance of doubt, Sections 12 through 14 of these Rules will be deemed to supplement rather than conflict with the Terms.