THE CONTEST AND ALL ENTRIES ARE SUBJECT TO ALL FEDERAL AND STATE LAWS AND REGULATIONS. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

The PowHer.Fit “New Year New You – $50,000 Transformation Challenge” (the “Contest”) is intended for legal residents of the United States of America (“USA”) (excluding Arizona, Connecticut, and Iowa), Canada and the United Kingdom (excluding Northern Ireland) only and shall only be construed and evaluated according to USA law, Canadian law, U.K law, and applicable state/province law. Do not enter this Contest if you are not located in the USA, Canada or the U.K., or otherwise ineligible in accordance with these Official Rules at the time of entry.

SPONSOR/ADMINISTRATOR: The Contest is sponsored by PowHer.Fit, LLC, 4104 Hwy 21 E, Bryan, TX 77808 (the “Sponsor”) and administered by American Sweepstakes & Promotion Co., Inc., 300 State St. Suite 402 Rochester, NY 14614 (the “Administrator”).

ELIGIBILITY: The Contest is open to legal residents of the USA (excluding residents of Arizona, Connecticut, and Iowa), Canada, and the United Kingdom (excluding residents of Northern Ireland) who are at least eighteen (18) years of age or have reached the age of majority in their respective state/province of residence at the time of entry (the “Entrants”). Employees, officers and representatives of the Sponsor, Empringham Media Group, LLC, the Administrator, their respective parent companies, employees, officers, directors, subsidiaries, affiliates, distributors, sales representatives and advertising and promotional agencies, and the officers, directors, agents, and employees of each of the foregoing, and members of their immediate families (defined as including spouse, biological, adoptive and step-parents, grandparents, siblings, children and grandchildren, and each of their respective spouses, regardless of where they reside) or households (whether related or not) of any of the above are NOT eligible to participate in this Contest. Non-eligibility or non-compliance with any of these Official Rules will result in disqualification. Void where prohibited or restricted by law. (For the avoidance of doubt, any references in these Rules to Entrants shall also include the Entrants who are deemed the Winners (as defined below)).

AGREEMENT TO OFFICIAL RULES: By participating, Entrants agree to abide by and be bound by these Official Rules and the decisions of the Sponsor, which are final and binding in all matters relating to the Contest. Winning a Prize (defined below) is contingent upon fulfilling all requirements set forth herein.

TIMING: The Contest will be defined by the three (3) following time periods:

1.The Submission Period #1 (“Submission Period”) – 12:01 a.m. ET Eastern Time (“ET”) on January 1, 2023 through January 10, 2023 11:59 p.m. ET

2.The Submission Period #2 (“Submission Period”) – 12:01 a.m. ET Eastern Time (“ET”) on July 1, 2023 through July 5, 2023 11:59 p.m. ET

3.The Judging Period (“Judging Period”) – 12:01 p.m. ET on July 6, 2023 through 11:59 a.m. ET on July 22, 2023.

The Sponsor’s database clock is the official time-keeping device for the Contest.

HOW TO ENTER: In order to enter the Contest, an Entrant must have a PowHer.Fit membership. If an Entrant does not have an active membership and wishes to participate, they may subscribe for a membership by visiting https://www.powher.fit/ (the “Website”). Once an Entrant has an active membership, they can enter the Contest by purchasing $100 entry ticket at the Website.

Once an Entrant has become an active PowHer.fit member and purchased their $50,000 Transformation Challenge Ticket, they will have access to the $50,000 Transformation Challenge Entry Forum. Within that forum there will be 3 different topics.

1.Submit Your Before Content – $50,000 Transformation Challenge (link to privately turn in content will be provided)

2.$50,000 Transformation Challenge Discussion

3.Submit Your After Content – $50,000 Transformation Challenge (link to privately turn in content will be provided)

Before Content: Photos & Video only. Before Content can be turned in anytime from January 1, 2023 – January 10, 2023. Entrant will need to take a beginning photo of the front, side and back view anytime from January 1, 2023 – January 10, 2023. Entrants will also need to take a video of a 360 degree view so that the Sponsor can verify that your body is not “edited” in any way. In order for a submission to count as valid, there must be a current newspaper taped on the wall behind the Entrant with the current date (or hold up a cell phone with current date in the photo). If an Entrant does not submit their Before Contest during these dates, they will be ineligible to win a Contest Prize. Addition suggestions and requirements for Before Content to be listed at the Website.

After Content: Pictures, Video & an Essay! Entrants will need to take an after photo of the front, side, and back view anytime during July 1, 2023 – July 5, 2023. Entrants will also need to take a video of a 360-degree view so that the Sponsor can verify that your body is not “edited” in any way. In order for a submission to count as valid, there must be a current newspaper taped on the wall behind the Entrant with the current date (or hold up a cell phone with current date in the photo). For the essay, Entrants will need to submit, in five hundred (500) words or less, a summary of how they feel the six (6) month PowHer.fit Transformation Challenge has helped them reach their goals. This includes non-scale victories, mental clarity, gaining emotional strength and confidence, etc. Addition suggestions and requirements for After Content to be listed at the Website.

Challenge Discussion Forum: This allows all entry Entrants to communicate throughout the challenge and rely on each other for community support! Entrants will be encouraged to engage with the Forum and to use social media to track their progress and results.

By completing the above steps, an Entrant will receive one (1) Contest entry. Limit one (1) entry per Entrant. The Released Parties (defined below) are not responsible for late, incomplete, delayed, undelivered, or misdirected entries. All entries become the exclusive property of Sponsor and will not be acknowledged or returned except as provided herein. All information submitted by Entrants will be treated according to Sponsor’s Privacy Policy, available at https://www.powher.fit/privacy-policy/. By entering the Contest and providing their contact information, Entrants hereby agree to Sponsor’s collection and usage of their personal information and acknowledge that they have read and accepted Sponsor’s Privacy Policy.

ENTRY REQUIREMENTS/RESTRICTIONS: Once submitted, an entry cannot be deleted, canceled or modified. In order to be eligible, entries must actually be received by Sponsor during a Submission Period. Entries received by Sponsor before the start of a Submission Period or after the end of a Submission Period will be discarded and deemed VOID. Entrant’s submission of an entry constitutes their representation of eligibility, consent to participate in Contest and consent for Sponsor to obtain, use, and transfer an Entrant’s name, social media handle(s), and other information for the purpose of Contest administration.

Entrants represent and warrant that their submitted entry is the original work of the Entrant, has not been previously published, has not won previous awards, and does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity and must have been created in a legal and safe manner. If the entry contains any material or elements that are not owned by the Entrant or provided by the Sponsor, and/or are subject to the rights of third parties, the Entrant is responsible for obtaining, prior to submission of the entry, any and all releases and consents necessary to permit the use and exhibition of the entry by Sponsor in the manner set forth in these Official Rules, including, without limitation, name and likeness releases for any person who appears in or is identifiable in the entry. By submitting an entry, an Entrant warrants and represents that he or she consents to the submission and use of the entry in the Contest.

By submitting an entry, each Entrant: 1) irrevocably grants Sponsor a royalty-free non-exclusive license throughout the world to use, re-use, copy, publish, republish in whole or in part, edit, add to, modify, and rearrange the entry in whatever media, including without limitation edit, rearrange, and/or copy the entry for use in the Contest of Sponsor’s products and services, without further permission, consideration or payment to the Entrant, except where prohibited; 2) warrants and represents that the entry is entirely the original creation/work of the Entrant and that use of the entry as described herein will not violate any law or infringe upon the rights, title, claim or interest of any third party; and 3) certify that Entrant is the creator and sole copyright owner of the entry.

Entries may not contain any image or depiction of the following: (i) materials which include or constitute trademarks, trade names or copyrighted works created or owned by any person or entity other than Entrant or for which the Entrant has obtained owner’s written permission to use (Sponsor’s discretion); (ii) materials bearing profanities, or bearing the name or likeness of any celebrity, living or dead; (iii) materials which contain visible identifiable or potentially identifiable information, including but not limited to, phone numbers, website links, street addresses, email addresses or license plate numbers; (iv) inappropriate behavior for a general audience; (v) any depiction of real or simulated sexual acts; (vi) violence in any form; (vi) materials which violate anyone’s reasonable privacy expectations, violate any known agreement, or which are defamatory in nature; (viii) materials which are derogatory to Sponsor, or any affiliated entity or person; (ix) materials which are discriminatory based on race, religion, national origin, physical disability, age, sex, or sexual orientation or preference; (x) materials in which any person identifiably appears unless Entrant has obtained an appropriate written release from such person granting all rights required herein; and, (xi) materials which do not comply with all other requirements in these Official Rules. Entries that do not conform to these guidelines will be disqualified. Sponsor reserves the right to reject or disqualify any entry which Sponsor, in its sole and absolute discretion, determines to be inconsistent with the letter or spirit of the Official Rules or potentially damaging to its, the Contest’s, or another’s image or reputation.

GENERAL CONDITIONS: If for any reason the operation or administration of this Contest is impaired or incapable of running as planned for any reason, including but not limited to: (a) infection by computer virus, bugs, (b) tampering, unauthorized intervention, (c) fraud, (d) technical failures, or (e) any other causes beyond the control of the Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest, the Sponsor reserves the right at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Contest in whole or in part, at any time, without notice and award the Prizes (defined below) using all non-suspect eligible entries received as of, or after (if applicable) this cancellation, termination, modification or suspension date, or in any manner that is fair and equitable and best conforms to the spirit of these Official Rules. Sponsor reserves the right, at its sole discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Contest or Sponsor’s Website; or (b) acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE; THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

Failure by the Sponsor to enforce any provision of these Official Rules shall not constitute a waiver of that provision. In the event of a dispute as to the identity of a winner based on an email address, the winning entry will be declared by the authorized account holder of the email address submitted at time of entry. “Authorized account holder” is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider or other organization (e.g., business, educational, institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

RELEASE AND LIMITATIONS OF LIABILITY: By participating in the Contest, Entrants agree to release and hold harmless the Sponsor, Empringham Media Group, LLC, and the Administrator, their respective parents, employees, officers, directors, subsidiaries, affiliates, distributors, sales representatives, advertising and promotional agencies (collectively, the “Released Parties”) from and against any claim or cause of action arising out of participation in the Contest or receipt or use of any prize, including, but not limited to: (a) any technical errors that may prevent an Entrant from submitting an entry; (b) unauthorized human intervention in the Contest; (c) printing errors; (d) errors in the administration of the Contest or the processing of entries; (e) injury, death, or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Entrant’s participation in the Contest or receipt of any Prize (defined below) or (f) infringement or alleged infringement of a third party’s intellectual property rights or similarly proprietary rights. Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Released Parties are not responsible for any problems or technical malfunction of any telephone network or telephone lines, computer online systems, servers, or providers, computer equipment, software, failure of any email or entry to be received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any Website, or any combination thereof, including any injury or damage to Entrant’s or any other person’s computer relating to or resulting from participation in this Contest or downloading any materials in the Contest. Entrant further agrees that in any cause of action, the Released Parties’ liability will be limited to the cost of entering and participating in the Contest, and in no event shall the Released Parties be liable for attorney fees. Entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages. For New Jersey Residents: nothing herein bars recovery of damages or attorneys’ fees where mandated by statute.

Except as expressly provided above, IN NO EVENT WILL RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES) ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS CONTEST OR ARISING OUT OF PARTICIPATION IN THIS CONTEST OR THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF, OR ANY HARM RESULTING FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF A PRIZE.

By participating, Entrants release and agree to hold harmless the Released Parties from any and all liability for any injuries, death or losses or damages to persons or property AS WELL AS CLAIMS/ACTIONS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY that may arise from participating in this Contest or its related activities or the acceptance, possession, use or misuse of, or any harm resulting from the acceptance, possession, use or misuse of a Prize. Released Parties are not liable in the event that any portion of the Contest is cancelled or delayed due to weather, fire, strike, acts of war or terrorism, pandemic, or any other condition beyond their control.

EACH ENTRANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED BY HIM/HER. SECTION 1542 READS AS FOLLOWS:

“CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

WINNER DETERMINATION/NOTIFICATION: Following the conclusion of Submission Period #2, the Sponsor will commence the Judging Period of the Contest. During the Judging Period, each entry will be reviewed by a qualified judge or panel of judges appointed by the Sponsor. Each entry will be judged based on the clear relationship between the submission and the following criteria:

●34% – Physical Transformation (changes in body composition such as fat loss, lean muscle gained, inches lost),

●33% – Personal health/wellness/inspirational story of transformation written in a final essay (how this lifestyle change made you mentally/emotionally/physically stronger, how you improved your quality of life in terms of health & wellness),

●33% – Community engagement, content posting, social sharing to other members and utilizing the PowHer.fit resources provided (workout usage, feedback & testimonials, recipe sharing, etc.)

The Entrant who receives the highest score by the judges will be deemed the potential Grand Prize Winner. The Entrant who receives the 2nd highest score by the judges will be deemed the potential Second Prize Winner. The Entrant who receives the 3rd highest score by the judges will be deemed the potential Third Prize Winner. All decisions made by the Sponsor and judges are final and binding. Potential Winners will be contacted by the Sponsor and/or Administrator via phone and/or email for further verification.

PRIZES: There will be three (3) Prizes available.

-The Grand Prize Winner (“Winner”), upon the Administrator’s confirmation of eligibility, will receive a $40,000 USD cash award/check (the “Prize” or “Grand Prize”).

-The Second Prize Winner (“Winner”), upon the Administrator’s confirmation of eligibility, will receive a $7,500 USD cash award/check (the “Prize” or “Second Prize”).

-The Third Prize Winner (“Winner”), upon the Administrator’s confirmation of eligibility, will receive a $2,500 USD cash award/check (the “Prize” or “Third Prize”).

Total Prize Pool – $50,000 USD. Limit one (1) Prize per Entrant. All other expenses not specifically mentioned herein are the responsibility of the Winners. No substitution of any of the Prizes will be permitted, except by the Sponsor, who reserves the right at its sole discretion to substitute a Prize with another Prize of equal or greater value.

ADDITIONAL PRIZE CONDITIONS: By accepting the Prize, the Winners agree to release and hold harmless the Released Parties, each of their related companies, and each of their respective officers, directors, employees, shareholders, representatives, and agents from and against any claim or cause of action arising out of participation in the Contest or receipt or use of a Prize. For United Kingdom residents, this Release does not apply to claims for personal injury or death caused by the negligence of the Released Parties. Each potential Winner must sign and return to the Administrator, an Affidavit of Eligibility and Liability/Publicity Release (if U.S. resident) or a Declaration of Compliance (if Canadian resident) or a Confirmation of Eligibility Form, and Liability/Publicity Release (if U.K. resident) and return it to the Administrator, along with proof of identification, within seven (7) days of written notification. Note: The Affidavit sent to a potential U.S. Prize Winner will require that the Winner provide their Social Security Number to the Administrator, which will be used solely for tax reporting purposes. The Winners will be responsible for all local, state, and federal taxes associated with the receipt of their Prize. The Winners must note that the value of the Prize is taxable as income and an IRS Form 1099 will be filed in the name of the Winner for the value of their Prize (applicable to U.S. Winners only). The Winners are solely responsible for all matters relating to their Prize after it is awarded. If a Prize or Prize notification is returned as unclaimed or undeliverable to the potential Winner, if a potential Winner cannot be reached or does not comply with notification instructions within three (3) business days from the first notification attempt, if a potential Winner fails to return requisite document(s) within the specified time period, or if a potential Winner is not in compliance with these Official Rules, then such person shall be disqualified and, at Sponsor’s sole discretion, an alternate Winner may be selected based on the judge’s scoring.

By accepting a Prize, where permitted by law, the Winners grant to the Released Parties and those acting pursuant to the authority of Sponsor and the Released Parties (which grant will be confirmed in writing upon Sponsor’s request), the right to print, publish, broadcast and use worldwide IN ALL MEDIA without limitation at any time their full name, portrait, picture, voice, likeness and/or biographical information for advertising, trade and promotional purposes without further payment or additional consideration, and without review, approval or notification. The Winners also acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to a Prize.

DISPUTES: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of Entrants, Administrator, and Sponsor in connection with the Contest shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s, province’s, or jurisdiction’s laws. By participating in the Contest, Entrant agrees that: (i) any and all disputes, claims, and causes of action arising out of or in connection with the Contest, shall be resolved individually without resort to any form of class action; (ii) any judicial proceeding shall take place in a court within the State of Texas; (iii) any and all claims, judgments , and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Contest, but in no event will attorney fees be awarded or recoverable; (iv) under no circumstances will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to seek, punitive, incidental, exemplary, consequential, special damages, lost profits, other damages, and/or any rights to have damages multiplied or otherwise increased; and (v) Entrant’s remedies are limited to a claim for money damages (if any) and he/she waives any right to seek injunctive or equitable relief.

SEVERABILITY: The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. If any provision of the Official Rules is determined to be invalid or otherwise unenforceable, the other provisions will remain in effect and will be construed as if the invalid or unenforceable provision were not contained herein.

MISCELLANEOUS: These Official Rules contain the full and complete understanding with respect to the Contest and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written. The headings herein are for convenience only, do not constitute a part of these Official Rules, and shall not be deemed to limit or affect any of the provisions hereof. No amendment to, or waiver of, any provision of these Official Rules shall be effective unless in writing and signed by both Sponsor and Administrator. The waiver by Sponsor or Administrator of any provision of these Official Rules shall not constitute a waiver of any other provision herein. The rights and obligations hereunder may not be assigned by Entrant, whether by operation of law or otherwise, without the prior written consent of Sponsor, and any attempted assignment in violation of the foregoing shall be null and void. These Official Rules shall be binding upon, and inure to the benefit of, the permitted successors and assigns of Sponsor, Administrator, and Entrant.

WINNERS LIST REQUEST: To request confirmation of the name, city, and state of each Winner, please send a self-addressed, stamped business size envelope, by August 31, 2023, to: ASC/EMG PowHer.Fit Challenge Winners List Request, 300 State St., Suite 402, Rochester, NY 14614.