(THE “SWEEPSTAKES”) OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN.  A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID OUTSIDE THE FORTY- EIGHT (48) UNITED STATES, DISTRICT OF COLUMBIA AND WHERE PROHIBITED BY LAW. ALL DISPUTES WILL BE RESOLVED SOLELY BY BINDING ARBITRATION AND ENTRANTS WAIVE THE ABILITY TO BRING CLAIMS IN A CLASS ACTION FORMAT. 

ELIGIBILITY:  The Sweepstakes is open only to permanent legal residents of Tennessee who reside within a seventy-five (75) miles radius of Radians Amphitheater (located at 750 Cherry Rd, Memphis, TN 38117)  (the “Eligible Territory”) who are eighteen (18) years of age or older at the time of entry. Officers, directors, managers and employees of Toyota Motor Sales U.S.A., Inc., the Southern Area Lexus Dealer Advertising Association, Inc. (the “Sponsor”), Saatchi & Saatchi North America, LLC, Forward Momentum, LLC d/b/a Mempho Music Festival and each of their respective parent companies, subsidiaries, affiliates, wholesalers, retailers, distributors, suppliers, advertising, promotion agencies and any others engaged in the development, production, execution or distribution of this Sweepstakes, including National Sweepstakes Company, LLC (hereafter collectively, “Released Parties”), and each such individuals immediate family members (mother, father, sister, brother, child, husband, wife and their respective spouses, regardless of where they reside) and those living in their same households, whether or not related, are not eligible to participate or win.  Sweepstakes is subject to all federal, state and local laws and regulations. Sweepstakes is void outside of Tennessee and wherever restricted or prohibited by law.

HOW TO ENTER: The Sweepstakes entry period begins at 12:00 a.m. Eastern Standrad Time (“ET”) on September 11, 2025 and ends at 11:59 p.m. ET on September 24, 2025 (“Entry Period”).

HOW TO ENTER:  You must have a valid active Instagram account. If you do not have an account, visit Instagram (www.instagram.com) or download the App to create an account. There is no fee or charge to become a registered user. By submitting your information and creating an account, you agree to the respective terms of use and privacy notice. If you do not agree to such terms of use and privacy notice, you will not be able to enter via the entry methods associated with each platform. 

On Instagram:

1. Follow: i) @memphofest, ii) @memphopresents, and iii) @lexusofmemphis (Each an “Instagram Page”) to receive three (3) entries into the Sweepstakes.

2. Like the Sweepstakes Post on any of the Instagram Pages to receive one (1) entry into the Sweepstakes.

3. Comment and tag one (1) user on one of the Instagram Pages to receive one (1) entry into the Sweepstakes.

This Sweepstakes is in no way sponsored, endorsed or administered by, or associated with Meta Platforms, Inc. Entrant understands that they are supplying their information to the Sponsor and not to Meta Platforms, Inc.

ADDITIONAL CONDITIONS: There is a limit of five (5) entries per Entrant for the Sweepstakes. Any attempt by any Entrant to obtain more than the stated number of entries by using multiple/different accounts, identities, and/or any other methods will void that Entrant's entries and that Entrant may be disqualified from the Sweepstakes. In the event of a dispute about the identity of an Entrant, the entry will be assigned to the authorized account holder (“Authorized Account Holder”) of the account used to submit an entry. The “Authorized Account Holder” is defined as the natural person who is assigned to the account by the entity responsible for assigning accounts. Entry information becomes property of Sponsor and will not be returned. Sponsor and/or the Released Parties will not verify receipt of entries for Entrants.

Entries not meeting the requirements as set forth in these Official Rules or that contain prohibited, inappropriate, or irrelevant content, as determined by Sponsor in their sole discretion, will not be eligible and will be disqualified.

Without limitation, Sponsor reserves the right in their sole discretion to disqualify any Entrant whose social media account that, in their sole opinion, refers, depicts or in any way reflects negatively upon the Sponsor, the Sweepstakes or any other person or entity; does not comply with these Rules; or if Sponsor receives notification about any potential infringements or breaches of law or any other reason set forth herein.

RANDOM DRAWING; ODDS: On or about September 25, 2025 (“Drawing Date”), one (1) potential winner will be selected by random drawing from among all eligible entries received. Subject to verification of eligibility and compliance with these Official Rules, the potential winner will be declared the official winner of the Sweepstakes. Odds of winning depend on the total number of eligible entries received during the Sweepstakes Period.  The random drawing will be conducted by a Sponsor representative whose decisions are based upon their sole discretion and interpretation of these Official Rules and are final and binding in all respects.  

PRIZE:  One (1) Prize Will Be Awarded.  The winner will receive: i) two (2) tickets for 3-day VIP passess for winner and one (1) guest to the Mempho Music Festival on October 3, 2025 to October 5, 2025 , ii), one (1) hotel room accommodation for four (4) days/ three (3) nights, room will be a standard double occupancy room (Sponsor to determine the hotel & room accommodations at their discretion and is inclusive of room rate and tax only), iii) a $200 ground transportation gift card, iv) a $250 restaurant gift card, and v) custom merchandise. (Approximate Retail Value: $2,210.) AIRFARE NOT INCLUDED. Only the items outlined above are included as part of the Prize and any other expenses not specifically mentioned herein are the sole responsibility of the winner. 

PRIZE CONDITIONS: All prize details shall be determined in the sole and absolute discretion of Sponsor. Winner is fully responsible for any and all applicable taxes (including income and withholding taxes).  All costs and expenses associated with prize acceptance and use which are not specifically included in the prize description above, including but not limited to lodging, meals, gratuities, insurance, and other expenses, are the sole responsibility of the winner. The prize is non-transferable and non-assignable, with no cash redemptions except at Sponsor’ssole and absolute discretion. No responsibility is assumed by the Sponsor for any cancellation or rescheduling of any prize related event in whole or in part.  In the event of cancellation or rescheduling no alternate or substitute prize for such cancellation or rescheduling will be awarded.  Sponsor reserves the right to substitute the prize (or any portion thereof) with a prize of comparable or greater value at its sole and absolute discretion. Use of any event/exhibition ticket is subject to the standard terms, conditions, and health and safety policies applicable to the ticket. Winner’s guest(s) must be of legal age of majority in his/her(their) jurisdiction(s) of residence unless accompanied by a parent or legal guardian. The terms and conditions of the tickets awarded as part of the prize will govern in the event a legal event/exhibition, as defined by the venue, is not held due to weather conditions, an act of God, an act of terrorism, civil disturbance, or any other reason. Winner and their guest(s) agree to comply with all applicable venue regulations in connection with the prize. Sponsor reserves the right to remove or to deny entry to the winner and/or their guest(s) who engage in a disruptive manner or with intent to annoy, abuse, threaten, or harass any other person at the game/event/exhibition. Released Parties (as defined below) will not be responsible for weather conditions; acts of God; acts of terrorism; civil disturbances; local, state, or federal regulation, order, or policy; work stoppage; epidemic, pandemic, or any other issue concerning public health or safety; or any other event outside of their control that may cause the cancellation or postponement of any event/exhibition. Event/exhibition tickets awarded as prizes may not be resold, offered for resale, or used for any commercial or promotional purpose whatsoever. Any such resale or commercial or promotional use may result in disqualification and prize forfeiture, and may invalidate the license granted by the event/exhibition ticket.  Participation in the prize event is subject to winner’s (and guest’s) consent to and compliance with all health and safety policies of the stadium. 

NOTIFICATION: The potential winner will be notified at the email address and/or telephone number (as determined by Sponsor) provided at the time of entry by a Sponsor representative (the "Prize Notification").  In the event that any potential winner does not respond to Prize Notification within the time frame specific in the Prize Notification or declines the prize for any reason, a disqualification will result, the prize will be forfeited and, at Sponsor’s sole discretion and time permitting, an alternate potential winner may be randomly selected from among all remaining eligible entries. The potential winner will be required to complete a W-9 form and may receive an IRS Form 1099 for any prize valued at $600 or greater. The potential winner may be required to execute, have notarized, and return an Affidavit of Eligibility and Release of Liability and, unless prohibited by law, a Release of Publicity, within the time frame specified in the Prize Notification. Failure to submit any identification required by Sponsor or to return any required documents within the specified time period, noncompliance with these Official Rules, or the return of Prize Notification or of the prize (or any portion thereof) as non-deliverable, may result in the potential winner’s disqualification and prize forfeiture and, at Sponsor’s sole discretion and time permitting, may cause an alternate potential winner to be randomly selected from among all remaining eligible entries.

WAIVER OF LIABILITY/PUBLICITY RELEASE:  By entering the Sweepstakes, each entrant agrees to (a) be bound by these Official Rules, including all entry requirements, and (b) waive any and all claims against Sponsor, Released Parties, Meta Platforms, Inc and each of their respective parents, affiliated companies, subsidiaries, officers, directors, employees, agents, licensees, distributors, dealers, retailers, printers, representatives, advertising and promotion agencies, and any other company associated with the Sweepstakes, and all of their respective officers, directors, employees, agents, and representatives for any injury, damage, or loss that may occur, directly or indirectly, in whole or in part, from participation in the Sweepstakes, receipt or use of the prize (or any portion thereof), or any travel or activity related thereto.  By entering the Sweepstakes, each entrant gives their express permission to be contacted by Sponsor by telephone, email, and/or postal mail for Sweepstakes purposes. The winner, by acceptance of the prize, grants to Sponsor, Toyota Motor Sales U.S.A., Inc., and each of their respective designees and/or advertising or promotional agencies the right to publicize their name, city and state of residence, prize information, photograph, voice, statements, and/or other likeness for advertising, promotional, trade, and any other purpose, in any media or format now known or hereafter devised, throughout the world, in perpetuity, without limitation and without further compensation, consideration, permission or notification, unless prohibited by law.

GENERAL CONDITIONS: The decisions of Sponsor are final and binding on all matters relating to this Sweepstakes. Released Parties are not responsible for stolen, late, incomplete, illegible, inaccurate, misdirected, lost, misrouted, scrambled, damaged, delayed, undelivered, or garbled entries, transmissions, email, or mail; lost, interrupted, or unavailable network, cable, satellite, server, Internet Service Provider (ISP), wireless network, website, or other connections; availability, accessibility, miscommunications, or failures of computer, satellite, telephone, cable, or wireless transmissions or lines; computer hardware or software malfunctions, failures, or difficulties; wireless service congestion; failures or malfunctions of phones, phone lines, telephone systems, wireless towers, or cellular tower equipment; any error, omission, interruption, defect, or delay in wireless or other transmission, processing, or communication; printing, typographical, or other errors appearing within these Official Rules, in any Sweepstakes-related advertisements, or other materials; cancellation or postponement of any event/exhibition; or any other errors, problems, or difficulties of any kind, whether human, mechanical, electronic, or other, relating to the Sweepstakes, including, without limitation, errors or difficulties which may occur in connection with administration of the Sweepstakes, processing of entries, announcement of the winner, or any Sweepstakes-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by website users (e.g., hacking) or by any equipment or programming associated with or utilized in the Sweepstakes. Released Parties are not responsible for injury or damage to entrant’s or to any other person's computer and/or wireless device related to or resulting from participating in this Sweepstakes or downloading materials from or use of the Sweepstakes website. Persons who tamper with or abuse any aspect of the Sweepstakes or website; attempt to undermine the legitimate operation of the Sweepstakes by cheating, deception, or other unfair playing practices; intend to annoy, abuse, threaten, or harass any other entrant or any representative of Sponsor; or who are in violation of these Official Rules, as solely determined by Sponsor, will be disqualified and all associated entries will be void. Sponsor shall have the sole right to disqualify any entrant for violation of these Official Rules or any applicable laws relating to the Sweepstakes and to resolve all disputes in its sole discretion.  Released Parties (a) make no warranty, guaranty, or representation of any kind concerning the prize (or any portion thereof) and (b) disclaim any implied warranty. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.  

Sponsor reserves the right, in their sole discretion, to modify, suspend, extend, or cancel the Sweepstakes (or any portion thereof) in the event Sponsor is prevented from executing the Sweepstakes as contemplated herein by any event beyond Sponsor’s control, including but not limited to: fire; flood; earthquake; explosion; public health epidemic or crisis; labor dispute or strike; act of God or public enemy; network or equipment failure; riot or civil disturbance; terrorist threat or activity; war (declared or undeclared); court order; or federal, state, or local government law, order, or regulation. Sponsor also reserves the right, in their sole discretion, to modify, suspend, extend, or cancel the Sweepstakes (or any portion thereof) should virus, bugs, unauthorized human intervention, or other causes or events corrupt administration, security, fairness, integrity, or proper operation of the Sweepstakes. In the event of cancellation, Sponsor may elect to identify the winner and award the prize by way of random drawing from among all non-suspect, eligible entries received up to the time of cancellation. Sponsor also reserves the right, in its sole discretion, to modify these Official Rules for clarification purposes without materially affecting the terms and conditions of the Sweepstakes.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE ASSOCIATED WITH THIS SWEEPSTAKES OR UNDERMINE THE CONTENT OR LEGITIMATE OPERATION OF THIS SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR WILL DISQUALIFY ANY ENTRANT RESPONSIBLE FOR THE ATTEMPT AND SPONSOR, MLB, AND THEIR RESPECTIVE AGENTS RESERVE THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

ENTRANTS PERSONAL INFORMATION: Information collected from Entrants is subject to Sponsor’s privacy policies, located at https://www.lexus.com/privacy.  If you are selected as a winner, your first name, last initial, city and state will also be included in a publicly-available winner’s list.

ARBITRATION; CLASS ACTION WAIVER: As a condition of entering this Sweepstakes, each entrant agrees that (a) any and all disputes, claims, controversies, or causes of action arising out of or relating to this Sweepstakes or any prizes awarded (each, a "Claim") shall be (i) arbitrated on an individual basis only and shall not be consolidated or joined with or in any arbitration or other proceeding involving a Claim of any other party and (ii) settled by binding arbitration in New York before a single arbitrator appointed by JAMS in accordance with its then governing rules and procedures, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof; and (b) under no circumstance will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental, consequential, or any other damages, other than for actual out-of-pocket expenses. These Official Rules shall be governed by and construed and interpreted in accordance with the laws of the State of New York, U.S.A, applicable to contracts entered into and performed exclusively in that State.

WINNER LIST: For the winner’s name, mail a request and a self-addressed stamped envelope to be received no later than October 25, 2025 to: Mempho VIP Sweepstakes Winner List, PO Box 458, Newark, NY  14513.  

SPONSOR: SOUTHERN AREA LEXUS DEALER ADVERTISING ASSOCIATION, INC. c/o Team One, a division of Saatchi & Saatchi North America, LLC with an office at 13031 West Jefferson Blvd., Suite 800, Los Angeles, CA 90094.

All entry data provided via the online entry form is provided to Sponsor. This Sweepstakes shall not be published without the written permission of the Sponsor.