The “Chipotle Salish Meal” Contest

OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE WILL NOT IMPROVE YOUR CHANCE OF WINNING.

CONTEST DESCRIPTION:  The “Chipotle Salish Meal” contest (the “Contest”) begins on or about August 19, 2026 at 9:00am Pacific Time (“PT”) and ends on September 4, 2026 at 11:59pm PT (the “Contest Period”). To enter, eligible entrants must post a photograph showcasing where they enjoy their Salish Matter's Kids Quesadilla on a public Instagram account using the Contest hashtags set out below, that complies with the “Submission Requirements” (defined below). At the end of the Contest Period, a judge or panel of judges will select up to five (5) winners of a prize from all “Submissions” (as defined below) received during the Contest Period, as more fully set forth below. Entry in the Contest does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Contest, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of CMG Strategy Co., LLC, 610 Newport Center Drive, Suite 1100, Newport Beach, California, 92660 (“Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY:  Only legal U.S. residents of the fifty (50) United States and District of Columbia who are at least thirteen (13) years of age at the time of entry are eligible to enter. Entrants under the age of majority in their state of residence (a “minor”), must get their parent or legal guardian’s permission to enter the Contest, and if a minor wins, their parent or legal guardian will need to co-sign the “Prize Claim Documents” (defined below). Officers, directors and employees of Sponsor, and each of its respective parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies involved in the Contest, Salish Matter, Jordan Matter Photography LLC (all such individuals and entities collectively referred to herein as the “Contest Entities”), and the immediate family members and/or those residing in the same household of each are ineligible to enter the Contest or win a prize. This Contest is void where prohibited. A free Instagram account is required if you choose to enter the Contest by making a post.  To sign up for Instagram, go to www.instagram.com.  Use of the Instagram service will be subject to Instagram’s data policy and terms of use, which are available at: https://help.instagram.com/155833707900388 and https://help.instagram.com/581066165581870?ref=dp. 

HOW TO ENTER: To enter the Contest during the Contest Period, eligible entrants must: (i) take an original photo showing the ideal location where you would like to enjoy your Salish Matter's Kids Quesadilla (note: the photo does not need to show the Salish Matter's Kids Quesadilla) (the “Photo”) that complies with the “Submission Requirements” below; and (ii) post the Photo on the entrant’s Instagram account using the hashtag #SalishxChipotle (the “Post”, and collectively with the Photo, a “Submission”). By posting a Submission, entrants will receive one (1) entry into the Contest. Each entrant’s Instagram account must be public in order to enter the Contest and Submissions must be published as “public posts” to be eligible.

The Submission must meet the following “Submission Requirements”: (i) the Submission must be the submitting entrant’s original, previously unpublished work and not feature or focus on any copyrighted material, logos or trademarks that are owned by third parties (other than the Chipotle trademark); (ii) the Submission must not intentionally feature or focus on any person, including the entrant; if the Submission includes any identifiable person, the entrant must provide upon request all appropriate clearances, permissions and releases for the Submission (in the event an entrant cannot provide all required releases, Sponsor reserves the right, in Sponsor’s sole discretion, to disqualify the applicable Submission, or seek to secure the releases and clearances for Sponsor’s benefit, or allow the applicable Submission to remain in Contest); and (iii) the Submission must not include images that are deemed by the Sponsor to be obscene, pornographic, libelous or otherwise objectionable.

Limit: One (1) Submission per eligible entrant. All Submissions must be received by the end of the Contest Period. No substitutions or new versions of Submissions will be accepted once the original Submission is submitted for consideration. Any Submission that is considered by Sponsor in its sole and absolute discretion to violate the Submission Requirements, in whole or in part, may be disqualified and will not be eligible for entry.   

Any personal information collected by Sponsor in connection with the Contest will be used in accordance with Sponsor’s privacy policy located at: https://www.chipotle.com/about-us/privacy-policy. Entry must be made by the entrant, only as described in these Official Rules. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including but not limited to entering service sites, will be declared invalid and disqualified for this Contest. Tampering with the entry process or the operation of the Contest is prohibited, and any entries deemed by Sponsor, in its sole discretion, to have been submitted in this manner will be void. In the event a dispute regarding the identity of the individual who actually submitted a Submission cannot be resolved to Sponsor’s satisfaction, the affected Submission may be deemed ineligible. The Contest Entities shall not be responsible for incorrect or inaccurate entry information whether caused by Internet users or by any of the equipment or programming associated with or used in the Contest or by any technical or human error which may occur in submitting or processing the entries in the Contest. The Contest Entities assume no responsibility or liability for any error, omission, interruption, deletion, theft or destruction, or unauthorized access to, or alteration of entries. 

WINNER SELECTION AND NOTIFICATION: At the end of the Contest Period, a judge or group of judges selected by the Sponsor (in either case, the “Judging Panel”) will review the Submissions that have been received and select up to five (5) potential winners based on the following criteria: (i) creativity (50%); (ii) quality and entertainment value (30%); and (iii) appropriateness to the public image of the Contest Entities (20%) (the “Judging Criteria”). In the event of a tie, the potential winner with the highest score in the “creativity” category will be declared the potential winner.

The potential winners will be subject to verification and compliance with these Official Rules. The potential winners will be notified by direct message to the Instagram account used by the entrant to enter the Contest. The Contest Entities shall have no liability for any winner notification that is lost, intercepted, or not received by the potential winner for any reason. If any potential winner does not respond within the time required by Sponsor, or if the winner notification is returned as unclaimed or undeliverable to any potential winner, such potential winner will forfeit the prize, and an alternate winner may be selected. If any potential winner is found to be ineligible, or if such potential winner has not complied with these Official Rules or declines the prize for any reason, such potential winner will be disqualified, and the prize may be awarded to an alternate winner. Sponsor may successively attempt to contact up to two (2) potential winner(s) of an applicable prize in accordance with such procedure, and if there is still no confirmed winner(s) of such applicable prize after such attempts have been made, if any, such prize may go unawarded.

PRIZES: Five (5) prizes are available. Each prize consists of: a two (2) day/ up to two (2) nights trip for the prize winner and one (1) travel companion to Los Angeles, California to participate in a one (1) hour Chipotle experience with Salish Matter (and the other winners and their guests) where the group will have the opportunity to go behind the line to make the Salish Matter’s Kids Quesadilla or their go-to Chipotle order, create content together, receive a Chipotle merchandise gift bag, and enjoy lunch from Chipotle with Salish which includes (i) round-trip coach airfare for the prize winner and the winner’s travel companion between the major airport that is nearest to the prize winner’s residence and Los Angeles, California; (ii) up to two (2) nights’ hotel accommodations for the prize winner and his or her travel companion (one (1) room, double occupancy) at a hotel in Los Angeles, if used; and (iii) ground transportation between the hotel and airport. The total approximate retail value (“ARV”) of each prize is $2,000 USD.

Each prize winner’s travel companion must be eighteen (18) years of age or older, or if such travel companion is a minor, the prize winner must be such minor’s parent or legal guardian.  If the prize winner is a minor, the prize winner’s travel companion must be the prize winner’s parent or legal guardian, or the prize winner must travel with the written permission of such parent or legal guardian in form and substance acceptable to Sponsor in its sole discretion.  In the event a prize winner’s residence is close enough to Los Angeles, such that air transportation is deemed by Sponsor in its sole discretion to be unnecessary, the applicable prize will not include air transportation from such prize winner’s residence, and no other substitution or compensation will be provided in lieu thereof.  Each prize winner and travel companion must travel together on the same itinerary and must possess all required travel documents, including visas and valid passports, if and as applicable, and comply with any applicable hotel check-in requirements, such as presentation of a major credit card.  All aspects of the travel portions of the prize must be conducted on such dates as determined by Sponsor in its sole discretion.  The dates of departure and return are subject to change at Sponsor’s sole discretion.  Airfare may not include government taxes, Passenger Facility Charge or September 11th Security Fee.  Airline tickets are non-refundable/non-transferable and are not valid for upgrades and/or frequent flyer miles.  Other travel restrictions and blackout dates may apply.  All airline tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes.  The ARV for travel prizes may vary depending upon points of departure and destination and fare fluctuations.  Sponsor reserves the right to structure travel routes and select hotels in its sole discretion.  The ARV for travel prizes is an estimate made before the Contest begins.  Each prize winner will not receive cash or any other form of compensation if actual travel costs are less than the estimate made in these Official Rules.  The roundtrip air transportation element for any travel prize begins and ends at the point of departure.  No interest will be awarded on cash prizes.  Room taxes and other hotel fees are not included and if applicable may be payable at the time of check-out by the winner/guest.  A deposit or payment in advance, or presentation of a credit card by the prize winner, may be required at the time of check-in at the hotel.  Any hotel cancellations or changes to hotel reservations after confirmation must be made with the hotel directly, and the prize winner is solely responsible for any charges and/or fees arising from changes made directly with the hotel.  The prize restrictions/conditions stated herein are not all-inclusive and the prize described above may be subject to additional restrictions/conditions, which may be stated in the Prize Claim Documents (as defined below) and/or other travel documents.  In the event the prize winner and/or his or her travel companion/s engages in behavior that, as determined by Sponsor in its sole discretion, is obnoxious or threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to terminate the trip or other applicable experience early, in whole or in part, and send the prize winner and/or his or her travel companion/s home with no further compensation.

All expenses and incidental travel costs not expressly stated in the prize description above, including but not limited to, ground transportation, meals, incidentals, passenger tariffs or duties, surcharges, airport fees, service charges or facility charges, personal charges at lodging, security fees, taxes, gratuity or other expenses are the sole responsibility of the prize winner. 

No cash alternative or substitution of prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prize(s) of comparable value if any prize listed is unavailable, in whole or in part, for any reason.  The total ARV of all prizes is $10,000 USD.

GENERAL PRIZE CONDITIONS: Prizes will be awarded only if the potential prize winner fully complies with these Official Rules. The prize(s) are non-assignable and non-transferable. Prizes pictured in point-of-sale, online, television and print advertising, promotional packaging, and other Contest materials are for illustrative purposes only. Actual prize(s) may vary from the prize(s) pictured. All details and other restrictions of the prize(s) not specified in these Official Rules will be determined by Sponsor in its sole discretion. Each prize winner shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the applicable prize. Each potential winner may be required to execute an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release (collectively, “Prize Claim Documents”). If any potential winner fails or refuses to sign and return all Prize Claim Documents within the time period specified by Sponsor in the prize notification, the winner may be disqualified and an alternate winner may be selected. 

Sponsor makes no warranties, and hereby disclaims any and all warranties, express or implied, concerning any prize furnished in connection with the Contest. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SPONSOR HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

RIGHTS IN SUBMISSIONS:  For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, each entrant (and any minor entrant’s parent or legal guardian) hereby irrevocably grants to the Contest Entities, and their successors, licensees and assigns, a non-exclusive license (but not the obligation) to reproduce, publicly perform, publicly display, stream, exploit, make derivative works of and otherwise use the Submission, in whole or in part, for any purpose, including without limitation commercial purposes, in any and all media now or hereafter devised throughout the universe in perpetuity.  The Contest Entities shall have the right, in their sole discretion, to edit, composite, morph, scan, duplicate, or alter the Submission for any purpose which the Contest Entities deem necessary or desirable, and each entrant irrevocably waives any and all so-called “moral rights” they may have therein. The Contest Entities shall retain the rights granted in each Submission even if the Submission is disqualified or fails to meet the Submission Requirements or even if it is determined that the entrant who made the Submission is ineligible to enter the Contest.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION:  Each entrant (and any minor entrant’s parent or legal guardian) represents and warrants as follows: (i) the Submission does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity; (ii) the Submission meets the Submission Requirements, and does not and will not violate any applicable laws, and is not and will not be defamatory or libelous.  Each entrant (and any minor entrant’s parent or legal guardian) agrees to indemnify the Contest Entities and hold them harmless from and against any and all third party claims, liability, judgments, losses, damages, costs, and expenses, including penalties, interest and reasonable outside attorney’s fees and costs in the defense and disposition of such matters arising out of, resulting from, based upon or incurred because of a breach or allegation that, if true, would constitute a breach by entrant of his or her representations, warranties, covenants or obligations hereunder, including, without limitation, any action or statement made by entrant while participating in the Contest.

PUBLICITY RELEASE:  Without in any way limiting the rights granted in the Submission, as set forth above, acceptance of a prize constitutes winner’s permission for the Contest Entities to use each winner’s Submission (if applicable) and his or her name, social media handle, photograph, likeness, voice, biographical information, statements and address (city and state) in and in connection with advertising, marketing, promotional, and/or publicity purposes for the Contest, Contest Entities, and all uses of the Submission permitted herein, worldwide and in all forms of media and by any and all means and media now known or hereafter developed, in perpetuity, without any obligation, notice, or further compensation to the winners and each winner hereby releases the Contest Entities from any liability with respect thereto.

NATURE OF RELATIONSHIP/WAIVER OF EQUITABLE RELIEF:  Each entrant (and any minor entrant’s parent or legal guardian) hereby acknowledges and agrees that the relationship between the entrant and the Contest Entities is not a confidential, fiduciary, or other special relationship, and that the entrant’s decision to provide the entrant’s Submission (if applicable) to Sponsor for purposes of the Contest does not place the Contest Entities in a position that is any different from the position held by members of the general public with regard to elements of the entrant’s Submission. Each entrant understands and acknowledges that the Contest Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to the Contest Entities or being developed by their own employees. Each entrant also acknowledges that many ideas may be competitive with, similar or identical to the Submission and/or each other in theme, idea, plot, format or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of any Contest Entity’s use of any such similar or identical material. Each entrant acknowledges and agrees that the Contest Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Submission. Finally, each entrant acknowledges that, with respect to any claim by entrant relating to or arising out of a Contest Entity’s actual or alleged exploitation or use of any Submission or other material submitted in connection with the Contest, the damage, if any, thereby caused to the applicable entrant will not be irreparable or otherwise sufficient to entitle such entrant to seek injunctive or other equitable relief and entrant’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.

NO OBLIGATION TO USE:  The Contest Entities shall have no obligation (express or implied) to use any Submission, or to otherwise exploit any Submission or, if commenced, to continue the distribution or exploitation thereof, and the Contest Entities may at any time abandon the use of the Submission for any reason, with or without legal justification or excuse, and entrants shall not be entitled to any damages or other relief by reason thereof.

DATES & DEADLINES/ANTICIPATED NUMBER OF CONTESTANTS: Because of the unique nature and scope of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest.  Sponsor cannot accurately predict the number of entrants who will participate in the Contest.

FURTHER DOCUMENTATION: If Sponsor shall desire to secure additional assignments, certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of these Official Rules, then each entrant agrees to sign the same upon Sponsor’s request therefor.

GENERAL LIABILITY RELEASE/FORCE MAJEURE:  Each entrant (and any minor entrant’s parent or legal guardian) agrees that Sponsor (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 the Contest or any Contest-related activity, or from entrants’ 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, including, without limitation, to such prize’s quality or fitness for a particular purpose.  Sponsor assumes no responsibility for any damage to an entrant’s, or any other person’s, computer system which is occasioned by participating in the Contest, 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.  Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due Submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information.  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 the Contest, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Contest, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.  No mechanically reproduced, illegible, incomplete, forged, software-generated or other automated multiple entries will be accepted.  If a dispute as to the identity of the individual who actually submitted a Submission cannot be resolved to Sponsor’s satisfaction, the affected Submission may be deemed ineligible.  Sponsor reserves the right to modify, extend, suspend, or terminate the Contest if it determines, in its sole discretion, that the Contest is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor’s control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Contest as contemplated herein.  In the event an insufficient number of eligible Submissions are received and/or Sponsor is prevented from awarding prizes or continuing with the Contest as contemplated herein by any event beyond its control, including but not limited to fire, flood, earthquake, windstorm, epidemic, pandemic, public health crisis, disease, virus, sickness or outbreak or other similar or dissimilar natural disaster; act of God or public enemy; riot or civil disturbance, act of any government or governmental authority, power failure, satellite or equipment failure, failure of telecommunications lines or failure or breakdown of plant, machinery or vehicles operated by a third party; labor dispute, strike, or lockout; actual or threat of war, armed conflict, terrorist attacks, war (declared, undeclared or threatened), explosion, nuclear, or chemical or biological contamination; or a government imposed travel ban, restriction on movement or gatherings, or other government imposed mandate of any kind, order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control (each a “Force Majeure” event or occurrence), Sponsor reserves the right to modify, suspend, or terminate the Contest.  If the Contest is terminated before the designated end date, Sponsor may (if possible) select the winner from all eligible, non-suspect entries received as of the date of the event giving rise to the termination.  Only the type and quantity of prizes described in these Official Rules will be awarded.  These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor.  The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision.  If any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

DISPUTES: This Contest is governed by the laws of the United States and the State of Colorado, without respect to any choice of law or conflict of law principles that would result in the application of any law other than that of Colorado. As a condition of participating in this Contest, entrants agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with this Contest, shall be resolved individually through binding arbitration, without resort to any form of class action, in accordance with the arbitration provision set forth below.

ARBITRATION PROVISION:  By participating in this Contest, each entrant agrees that any claim, controversy or dispute (whether in contract, tort, or otherwise) you may have at law or in equity against the Contest Entities arising in whole or in part out of or relating in any way to (a) the Contest, (b) the awarding or redemption of any prize, and/or (c) the determination of the scope or applicability of this agreement to arbitrate (each, a “Contest Dispute”) will be resolved in accordance with the provisions set forth in this section. Please read this section carefully. It affects your rights and will have a substantial impact on how Contest Disputes are resolved.

Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in these Official Rules by sending a written letter to: CMG Strategy Co., LLC, Attn: Contest Legal Disputes, 610 Newport Center Drive, Suite 1100, Newport Beach, California, 92660 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to these Official Rules. The letter must be signed personally by you or your legal guardian (and not your counsel) and specify: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Official Rules shall continue to apply.

Pre-Arbitration Dispute Resolution: You agree that whenever you have a Contest Dispute, you will first send a written notice to Sponsor (“Demand”). You agree that the requirements of this paragraph will apply even to disputes that may have arisen before you accepted these Official Rules. You must send the Demand to the Notice Address listed above. The Demand must seek to resolve only your individual Contest Dispute and must be personally signed by you (and not your counsel). Within twenty (20) days of receipt of a Demand, the recipient may request an individualized video or telephone conference that both parties must personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) days after the conference. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of you and the Contest Entities a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. Notwithstanding the scope of arbitration outlined in the first paragraph of this dispute resolution section, a court of competent jurisdiction may enjoin a party from filing or proceeding with an arbitration if these requirements have not been met.

Arbitration Procedure: If the disagreement stated in the Demand is not resolved to your satisfaction within ten (10) business days after the conference described above (or within ten [10] business days after the time when such a conference may be requested if no conference has been requested), the Contest Dispute (1) will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (the “Arbitrator”) and conducted before a sole arbitrator in accordance with the AAA Consumer-Rules (as may be amended) and as modified by the agreement to arbitrate in this paragraph; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in Los Angeles, California; (4) the arbitrator’s decision shall be controlled by these Official Rules and any of the other agreements referenced herein that the applicable user may have entered into; (5) the arbitrator shall apply Colorado law, without regard to its choice of law or conflict of law rules or principles that would result in applying the law of any other jurisdiction, consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or the applicable Contest Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated unless the Mass Arbitration provisions set forth below are triggered; (7) the arbitrator shall not have the power to award punitive damages against you or any Contest Entity; (8) if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor or its designee will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor the affected Contest Entity shall be required to arbitrate their dispute. If, for any reason, the American Arbitration Association is unable or unwilling to conduct the arbitration, you may file your case with any national arbitration company that will honor the requirements set forth above.

Mass Arbitration:

If, at any time, 25 or more claimants (including you) submit Demands that are not resolved through the pre-arbitration dispute resolution or seek to file Demands for arbitration raising similar claims against any Contest Entity, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and the Contest Entities agree that AAA shall not serve as Arbitrator and that instead NAM shall administer any Mass Filing claims and that the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. You agree that throughout this process, the parties’ counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of your dispute might be delayed.

Stage One: Counsel for the claimants and counsel for the Contest Entities shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and the Contest Entities will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for the Contest Entities shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and the Contest Entities will pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for the Contest Entities shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

If your Claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Official Rules. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. The Contest Entities may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction consistent with these Official Rules.

You and we agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

SPONSOR. CMG Strategy Co., LLC, 610 Newport Center Drive, Suite 1100, Newport Beach, California, 92660.