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, 2012 (the “Effective Date”) by Michael Preuss with principal residence at the top of a steep hill in the North Beach Neighborhood of San Francisco, California (“Competitor”) and the employees of Formspring.me, Inc (“Challengers”) with principal offices at 450 Mission Street, San Francisco, CA 94105.
CHIPOTLE CHALLENGE AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations, promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows: 1. Definitions. The following terms have the following meanings: “Burrito” means a food consisting of a wheat flour tortilla wrapped or folded into a roughly cylindrical shape to completely enclose a filling. For the purpose of Agreement, the contents of Burrito include, but are not limited to, a standard portion of beans, rice and meat. Additional ingredients such as cheese, guacamole, salsa, lettuce and sour cream may be added to any burrito. Burritos do not include bowls, tacos, salads or other offerings that do not include a tortilla wrapped around fillings. “Chipotle Mexican Grill” means a restaurant chain based in the United States known for its large Burritos and use of natural ingredients. 2. Provision and Implementation of Challenge 2.1 Challenge. Competitor will make a good faith effort to eat three (3) full Burritos purchased at the Chipotle Mexican Grill restaurant at 525 Market St., San Francisco CA, 94105. 2.2 Date. Challenge will take place on Friday, the 26th day of October, 2012, starting no earlier than noon Pacific Standard time, and ending no later than 2:00PM Pacific Standard time. 2.3 Term. In order to successfully complete the challenge, all Burritos must be completed within a maximum time limit of 1 hour. Time is measured from the first bite of Burrito taken by Competitor, and is completed when all Burritos, including any fillings that may have fallen out of Burritos during the challenge, are fully swallowed by Competitor.
2.4 Expenses. Challengers are responsible for the full cost of Burritos, which shall not exceed $30.00 USD. Competitor is not required to purchase Burritos, unless he eats less than one and a half Burritos, at which point he will fully refund all money to purchasers of Burritos. 2.5 Ordering. Competitor must place order for Burritos using the form in Appendix A. 2.6 Venue. Challenge will take place at Formspring.me, Inc. office at 450 Mission St., San Francisco CA, 94105 in full unobstructed, uninterrupted view of a super-‐majority of Challengers. 2.7 Drinks. During Challenge, Competitor may drink whatever drinks are readily available at Formspring offices, including but not limited to, Dr. Pepper, Tap Water, UV Filtered Water, Coconut Water, Mineral Water, Sparkling Spring Water, Vitamin Water, or coffee. 2.8 Failure. If Competitor fails the Challenge, he must publicly acknowledge his failure on Social Media sites, including, but not limited to: Formspring, Facebook, Twitter.
2.9 Success. If Competitor succeeds at the Challenge, he may acknowledge his success on Social Media sites of his choosing. He shall also receive a one-‐of-‐a-‐kind certificate acknowledging the Burrito eating prowess of Competitor, which Competitor must display prominently at his next place of work in order to be reminded daily of the awesomeness of himself and Challengers. 3. General Provisions 3.1 Grants. Subject to the terms and conditions of this Agreement, Competitor grants Challengers a limited, non-‐exclusive, non-‐transferable right to access, use and display the Competitor's image and likeness as necessary for Challengers to promote the Challenge on Social Media sites, or preserve for later bragging rights. 3.2 Confidentiality. Neither party shall keep confidential the terms of this Agreement, or any actions, activities and assets relating to Challenge. Competitor should within reason assume that Challengers shall talk frequently and publicly about Challenge with any third parties, especially in the likely event that Competitor will fail Challenge. 3.3 Termination. Either party may terminate this Agreement: (i) upon not less than thirty (30) days’ prior written notice to the other party of any
material breach by such other party, provided that such other party has not cured such material breach within such thirty (30) day period; or (ii) upon written notice to the other party on the following grounds: (a) a thermonuclear attack in or around the San Francisco Bay Area rendering the Formspring office uninhabitable; (b) the widespread reanimation of the dead as Zombies or Zombie-‐like creatures that represent a material threat to the safety of Competitor or Challenger; (c) Chipotle Mexican Grill is declared insolvent either in bankruptcy proceedings or other legal proceedings. 3.4 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF APPETITE, VOMITING, WEIGHT LOSS, WEIGHT GAIN, BAD BREATH, FREQUENT RESTROOM BREAKS OR ANTICIPATED ILLNESS, AND (II) NEITHER PARTY’S LIABILITY TO THE OTHER PARTY (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED) UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF: (A) THIRTY DOLLARS ($30.00); OR (B) THE COST OF BURRITOS PURCHASED BY CHALLENGERS UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE. 3.5 Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party, except for by operation of law. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns. 3.6 Choice of Law; Forum Selection. This Agreement shall be governed by the laws of the State of California without reference to its choice of law rules. [Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their representatives thereunto duly authorized, effective as of the Date of Agreement. MICHEAL PREUSS (“Competitor”) By: __________________________________________________ (signature) Name: __________________________________________________ Date : __________________________________________________ CHALLENGERS (“Challengers”) By: __________________________________________________ (signature) Name: __________________________________________________ Date : __________________________________________________
1. Burrito Required: Rice: [ ] White [ ] Brown Beans: [ ] Black [ ] Pinto Meat: [ ] Chicken [ ] Carnitas [ ] Steak [ ] Barbacoa Optional: Salsa: [ ] Mild [ ] Medium [ ] Hot [ ] Corn Additional: [ ] Sour Cream [ ] Cheese [ ] Guacamole [ ] Lettuce [ ] Fajita Veggies 2. Burrito Required: Rice: [ ] White [ ] Brown Beans: [ ] Black [ ] Pinto Meat: [ ] Chicken [ ] Carnitas [ ] Steak [ ] Barbacoa Optional: Salsa: [ ] Mild [ ] Medium [ ] Hot [ ] Corn Additional: [ ] Sour Cream [ ] Cheese [ ] Guacamole [ ] Lettuce [ ] Fajita Veggies 3. Burrito Required: Rice: [ ] White [ ] Brown Beans: [ ] Black [ ] Pinto Meat: [ ] Chicken [ ] Carnitas [ ] Steak [ ] Barbacoa Optional: Salsa: [ ] Mild [ ] Medium [ ] Hot [ ] Corn Additional: [ ] Sour Cream [ ] Cheese [ ] Guacamole [ ] Lettuce [ ] Fajita Veggies
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