THE CHIPOTLE LEAP DAY PROMOTION

OFFICIAL RULES

PROMOTION DESCRIPTION:  The “Chipotle Leap Day” Promotion (the “Promotion”) begins on or about February 26, 2024 at 12:01 a.m. Pacific Time (“PT”) and ends on February 29, 2024 at 11:59 p.m. PT (the “Promotion Period”).  During the Promotion Period, a series of up to twenty-nine (29) independent drawings (each, a “Drawing”) are scheduled to take place.  Entry in the Promotion does not constitute entry into any other promotion, contest or sweepstakes.  By participating in the Promotion, 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 1400, Newport Beach, California, 92660 (“Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY:  Only legal residents of the fifty (50) United States and District of Columbia who are at least eighteen (18) years of age or older at the time of entry are eligible to enter. Officers, directors, and employees of Sponsor, and each of Sponsor’s parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies involved in the Promotion (all such individuals and entities collectively referred to herein as the “Promotion Entities”), and the immediate family members and/or those residing in the same household of each are ineligible to enter the Promotion or win a prize.  This Promotion is void where prohibited.  A free Instagram account is required to participate in the Promotion.  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 & WINNER SELECTION: During the Promotion Period, a series of up to twenty-nine (29) Drawings are scheduled to take place on the Chipotle Instagram account.  Chipotle is scheduled to publish a series of posts, or to edit one or more historical posts that were originally made on or after February 23, 2023, on the @chipotle Instagram Account that include (or will include following the edit) a hidden keyword (each, a “Keyword”) in the post artwork or the post caption (each such post is referred to in these Official Rules as a “Keyword Post”).  The Keyword Posts are scheduled to be published or edited between February 26, 2024 and February 28, 2024 (the “Post Range”).  Keyword Posts are scheduled to appear beginning at approximately 9:00 am PT each day during the Promotion Period.  Each Drawing corresponds to a Keyword in one of the Keyword Posts.  Some Keyword Posts edited during the Post Range before the start of the Promotion Period may be archived on the @chipotle Instagram grid so that they are not visible.  Sponsor may “unarchive” such Keyword Posts throughout the Promotion Period so that they become visible.  Eligible entrants can review earlier dates during the Post Range on the @chipotle Instagram grid throughout the Promotion Period to identify newly unarchived Keyword Posts.

To enter any of the Drawings, entrants will need to review posts on the @Chipotle Instagram account published or edited during the Post Range to identify Keyword Post(s).  During the applicable “Entry Period” (as defined below), entrants must send a text message with the Keyword to 888222 (the “Short Code”).  By sending a text message with the Keyword to the Short Code during the Entry Period, eligible entrants will receive one (1) entry into the Drawing.  The entrant who is the 366^th (the “Winning Number”) entrant to text the Keyword to the Short Code for each Drawing will be the winner for the applicable Drawing.     

The entry period (the “Entry Period”) for each drawing begins (i) at the beginning of the Promotion Period for Keyword Posts that are visible on the Chipotle Instagram grid; or (ii) at the time each Keyword Post is visible (if previously archived) during the Promotion Period; or (iii) at the time each new Keyword Posts is published during the Promotion Period; the Entry Period ends when the text message that corresponds to the Winning Number for the applicable Drawing is received by Chipotle. 

For each Drawing, the entrant whose text message corresponds to the Winning Number received by Sponsor will be the potential winner.  Text messages will be counted in the order they are received by Sponsor, according to Sponsor’s tracking software.  The time of receipt may vary from the time that a text message is sent.  In the event that two (2) or more text messages are received by the Sponsor at the same time, the tie will be resolved by a random drawing.  Each potential winner will receive one (1) text message with a unique code and will be instructed to email extraday@chipotle.comto claim their prize and provide additional information.  Time is of the essence in awarding each prize.

Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by a potential winner for any reason.  If, despite reasonable efforts, a potential winner does not respond within twenty-four (24) hours of the prize notification, or if the prize or winner notification is returned as unclaimed or undeliverable to such potential winner, such potential winner will forfeit his or her prize and an alternate winner may be selected.  If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified, and an alternate winner may be selected. Sponsor may successively attempt to contact up to two (2) potential winners of an applicable prize in accordance with such procedure, and if there is still no confirmed winner(s) of such prize after such attempts have been made, if any, the corresponding prize may go unawarded.

The text messaging method of entry is designed to work with most of the major wireless carriers in the United States, but Sponsor makes no guarantee that any particular wireless service provider will participate, and the mobile phone that is used must be capable of sending and receiving text messages. Entrants should check their phone’s features to see if they have that capability.  Wireless service providers may charge entrants for each text message, including any error message, that is sent and received in connection with the Promotion.  Entrants should consult their wireless service provider’s pricing plan for details.  Proof of text messaging the Short Code is not considered proof of delivery to or receipt by Sponsor of such entry. 

NOTE: Wireless service providers may charge entrants for each text message, including any error message, that is sent or received.

Entry must be made by the entrant, only through text message. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address or wireless number, including but not limited to commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Promotion.  Tampering with the entry process or the operation of the Promotion, including but not limited to the use of any device to automate the entry process, 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 an entry cannot be resolved to Sponsor’s satisfaction, the affected entry will be deemed ineligible.  The Promotion 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 Promotion or by any technical or human error which may occur in processing of the entries in the Promotion.  The Promotion Entities assume no responsibility or liability for any error, omission, interruption, deletion, theft or destruction, or unauthorized access to, or alteration of entries.

PRIZES/ODDS: One (1) prize is available in each Drawing. The prize consists of one (1) “Guac for a Year Prize” as defined below.  Each “Guac for A Year Prize” consists of Chipotle Rewards credits good for one (1) side or topping order of guac on per week for a year, or a total of up to fifty-two (52) sides or toppings of guac (the “Guac for a Year Prize”).  The guac applies to sides and toppings only, not valid on orders of chips and guac, kids’ meals or 3 pointers.  Gratuities and any sides or extras are not included and are the responsibility of the customer.  Redemption is subject to availability.  Not valid on catering orders or delivery orders through third-party platforms.  Not valid any other coupons, promotions, or special offers. The Chipotle Rewards credits will expire one (1) year from the date that the Chipotle Rewards credits are delivered to a Chipotle Rewards account.  A Chipotle Rewards account is required to claim the prize.  If a winner does not have a Chipotle Rewards account, the winner can create a free account at the time the prize is claimed.  Participating in Chipotle Rewards is subject to the Chipotle Rewards Terms and Conditions available at: https://chipotle.com/rewards-terms.  The approximate retail value (“ARV”) of each Guac for a Year Prize is One Hundred and Forty Five Dollars and Sixty Cents ($145.60).  The ARV for all prizes in the Promotion is $4,222.40.

Actual odds of winning depend on the number of eligible entries received during each Entry Period.No cash alternative or substitution of prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prizes of comparable value if any prize listed is unavailable, in whole or in part, for any reason.

GENERAL PRIZE CONDITIONS:  Prizes will be awarded only if each potential prize winner fully complies with these Official Rules.  All portions of the prize are non-assignable and non-transferable.  Prizes pictured in point-of-sale, online, television and print advertising, promotional packaging, and other Promotion materials are for illustrative purposes only.  All details and other restrictions of the prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion.  No cash alternative or substitution of the prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prizes of comparable value if any prize listed is unavailable, in whole or in part, for any reason.  The Tax Gross-Up Payment may not be sufficient to cover the winner’s tax liability related to winning the prize.  The winner should consult his or her tax advisor on the proper treatment of the Tax Gross Up Payment.  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.  Sponsor may, in its sole discretion, deduct or withhold the amount of applicable tax on any cash or cash equivalent prize.  The Sponsor will issue and file an IRS Form 1099 or equivalent tax withholding documentation for the retail value of any prize or other items of value transferred to each prize winner by the Sponsor in accordance with IRS requirements, and the Sponsor may also share such documentation with a state or local government agency as required by law. Refusal or failure of each prize winner to satisfy the requirements of all necessary and appropriate tax, withholding or other required compliance terms (including Social Security number, IRS Form W­8BEN, IRS Form W­9, or equivalent information), as determined by the Sponsor in its sole discretion, may result in each prize winner forfeiting the prizes and an alternate potential winner may be selected in accordance with these Official Rules. Sponsor will award prizes subject to any applicable withholding taxes, and the amount of the prize transferred, as reduced by any applicable withholding taxes, will constitute full payment of the prize, as applicable.  Each potential winner will 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 by the deadline specified 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 Promotion.  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.

GENERAL LIABILITY RELEASE/FORCE MAJEURE:  Each entrant agrees that the Promotion Entities (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 Promotion or any Promotion-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 accessing the Website or otherwise participating in the Promotion, 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 entries 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 Promotion or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Promotion, 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 an entry cannot be resolved to Sponsor’s satisfaction, the affected entry may be deemed ineligible.  Sponsor reserves the right to modify, extend, suspend, or terminate the Promotion if it determines, in its sole discretion, that the Promotion 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 Promotion as contemplated herein.  In the event an insufficient number of eligible entries are received and/or Sponsor is prevented from awarding the prize or continuing with the Promotion 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 Promotion.  If the Promotion is terminated before the designated end date, Sponsor may (if possible) select the winner(s) in a random drawing from all eligible, non-suspect entries received as of the date of the event giving rise to the termination.  Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances.  Only the type and quantity of the prize described in these Official Rules will be awarded.  Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances.  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.

GOVERNING LAW/JURISDICTION:  ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR SPONSOR IN CONNECTION WITH THE PROMOTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS.

ARBITRATION PROVISION:  By participating in this Promotion, each entrant (and any minor entrant’s parent or legal guardian) agrees: (i) that any and all disputes the entrant may have with, or claims entrant may have against, the Promotion Entities relating to, arising out of or connected in any way with (a) the Promotion, (b) the awarding or redemption of any prize, and/or (c) the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration conducted in accordance with the rules of AAA Consumer-Related Disputes Supplementary Procedure effective September 15, 2005 (as may be amended) and as modified by the agreement to arbitrate in this paragraph; (ii) 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; (iii) the arbitration shall be held in Newport Beach, California; (iv) the arbitrator’s decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable entrant may have entered into in connection with the Promotion; (v) the arbitrator shall apply California law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (vi) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only entrant’s and/or Sponsor’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (vii) the arbitrator shall not have the power to award punitive damages against the entrant or Sponsor; (viii) if the entrant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor will pay as much of entrant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (ix) with the exception of subpart (vi) 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 (vi) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither entrant nor Sponsor shall be entitled 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.

SOCIAL NETWORK RELEASE AND DISCLAIMER.  Each entrant acknowledges and agrees that this Promotion is in no way sponsored, endorsed or administered by, or associated with Instagram. By entering the Promotion each entrant hereby releases and agrees to hold harmless Threads completely from any liability in respect of the Promotion. Use of Instagram will be subject to Instagram’s privacy policy and terms of service, which are available at: https://help.instagram.com/515230437301944/?helpref=uf_share  and https://help.instagram.com/769983657850450/?helpref=uf_share.  Any questions, comments or complaints regarding the Sweepstakes will be directed to the Promotion Entities and not Threads.

WINNERS LIST/OFFICIAL RULES:  To obtain a copy of any legally required winners list, send a self-addressed stamped envelope to: The Chipotle Leap Day Promotion Winners List, 610 Newport Center Drive, Suite 1400, Newport Beach, California, 92660.  All such requests must be received within six (6) weeks after the end of the Promotion Period.