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CONTEST RULES

OFFICIAL RULES FOR THE
BREAKFAST BREAKS HEADLINE CONTEST

ELIGIBILITY: No purchase is necessary to enter the Contest. Purchasing the product does not increase chances of winning. Void where prohibited by law. The Breakfast Breaks Headline Contest (the “Contest”) begins on January 31, 2011 at 12:00:01 am EST and ends on December 31, 2011 at 11:59:59 pm EST. INTERNET ACCESS AND A VALID EMAIL ACCOUNT ARE NECESSARY TO ENTER THIS CONTEST.

TO BE ELIGIBLE TO ENTER, YOU MUST BE A FULL-TIME STUDENT BETWEEN 5 AND 18 YEARS OLD, AND A LEGAL U.S. RESIDENT. Employees of E S Foods Inc. (the “Sponsor”, “we” or “us”), its parents, subsidiaries, affiliates, divisions, distributors, suppliers, printers, distributors and advertising, promotional and judging agencies and the immediate family members of such employees (parent, child, sibling, spouse) and persons living in the same household as such employees (whether related or not) are not eligible to enter or win.

HOW TO ENTER: Create a 15-30 word headline (slogan and/or punch line) about breakfast (collectively, “Headline”). Go to Slogan Showcase and follow the instructions for completing the On-Line Contest Entrance Form (“On-Line Contest Entrance Form”) and submitting your Headline. One entry per Headline; however, you may enter as many different Headlines as you wish. Use of any robotic, automatic, programmed or similar entry method or more than one entry per headline will void all entries and result in disqualification in accordance with Section 11 below.

  1. ENTRY INFORMATION. The On-Line Contest Entrance Form requires that you provide your first name, email address and age to enter the Contest. We do not require, nor accept, any other identifying information from you upon Contest entry.

  2. ACCEPTANCE OF OFFICIAL RULES. In order to participate in the Contest, you must first agree to these Official Rules. You may not participate in the Contest if you do not accept the Official Rules. You can accept the Official Rules by: (a) clicking to accept or agree to the Official Rules, where this option is made available to you by Sponsor in the user interface; or (b) by actually submitting your On-Line Contest Entrance Form and/or by submitting your Headline. In this case, you, and/or your parent or legal guardian, understand and agree that the Sponsor will treat your submitting of your On-Line Contest Entrance Form and/or your Headline as acceptance of the Official Rules from that point onwards. Before you continue, you should print off or save a local copy of the Official Rules for your records.

  3. HEADLINE REQUIREMENTS: Any Headline you submit must be in English and be 30 characters or less in length. Headlines must not:
    1. be offensive gender biased, have any religious or sexual overtones, or be offensive in any manner;
    2. market or promote any product other than Breakfast BREAKS;
    3. have been entered in any other contests; or
    4. have been previously published or distributed in any media.

  4. ADDITIONAL REQUIREMENTS: Once you submit your Headline, your submission is final and may not be modified or edited. If any group of individuals elects to collaborate on a Headline, they are required to designate one representative to enter the Contest. Sponsor is not liable for any disputes between collaborators related to the submission of a Headline.

  5. SELECTION OF WINNING HEADLINES: Entries will be judged on originality, creativity and overall appeal and may be posted to our Website(s). Winners will be contacted at the e-mail address provided upon entry. Winning Headlines may appear on future Breakfast Breaks packages or for any other use by or on behalf of Sponsor (collectively, “Use”). Participants, and/or their respective parents/legal guardians, may be required to sign additional documents and/or provide consent, as deemed necessary by the Sponsor in its sole discretion, as a condition to Contest participation and/or our Use of their Headline. The prize has no retail value. If any notification (including email notification) is returned as undeliverable, or in the event of non-compliance with any other requirements, such participant’s ability to be chosen as winner will be forfeited in its entirety. In addition to the acceptance procedure set forth in Section 2 above, by participating, participants (and their parents/legal guardians) accept and agree to these Official Rules and the decisions of Sponsor’s judges, which shall be final in all matters. By accepting, winners (and their parents/legal guardians) agree to allow Sponsor to use winners’ names, likenesses, biographical information and entry, for marketing purposes without further compensation or right of approval, unless prohibited by law. In the event a dispute arises as to the identity of a potentially winning online entrant, entries made by Internet will be declared made by the information provided on the online entry form.

  6. REPRESENTATIONS. You represent and warrant that the Headline is your original work and was not copied or taken from others, that it complies with all Official Rules, and that it does not violate or infringe the intellectual property, privacy, publicity or any other legal or moral rights of any other person.

  7. WAIVER OF RIGHTS. You waive ALL intellectual property rights in and to any Headline submitted to the Contest and agree not to sue or assert any claim, action or right in connection with the Headline against the Sponsor, its parents, subsidiaries, affiliates, agents, representatives, licensees or any other person or party, for the use of the Headline, or any portion thereof, or Sponsor’s use of your name, likeness, biographical information, entry or statements under the terms of these Official Rules.

  8. LICENSE. You grant the Sponsor and its agents the irrevocable right and license, in perpetuity, to modify, adapt, edit, create derivative works from, sell, publish and/ or use the Headline in any way, in whole or in part, in commerce and in any and all media throughout the universe without limitation and without payment or consideration to you or any other person or entity. By submitting a Headline, you grant and/or assign to the Sponsor and its parents, subsidiaries, affiliates, agents, licensees and assigns, the irrevocable, unconditional and perpetual right and permission to reproduce, encode, store, copy, transmit, publish, post, Use, broadcast, display, publicly perform, adapt, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), your Headline, or any portion thereof, and the Breakfast Breaks packaging containing your Headline or any other use required by, for or on behalf of Sponsor (in each case, as submitted or as edited/modified in any way by the Sponsor, in its sole discretion), as well as to use your name, likeness, biographical information, entry or statements regarding your participation in this Contest in any and all media, whether now know or hereinafter developed, without limitation as to time or territory, and without any compensation or approval from you, your parent and/or legal guardian or any other party, unless prohibited by law.

  9. DISCLAIMER. In no event shall the Sponsor be responsible for: (a) any late, lost, misrouted, or distorted, incomplete or damaged Headlines; (b) telephone, electronic, hardware, software, network, Internet, or other computer- or communications-related malfunctions or failures; (c) any Contest disruptions, injuries, losses or damages caused by events beyond the control of Sponsor; or (d) any printing or typographical errors in any materials associated with the Contest or any other use of your Headline(s) by or on behalf of Sponsor.

  10. INDEMNIFICATION. You hereby agree to promptly indemnify, defend and hold the Sponsor, its parents, subsidiaries, affiliates, agents, licensees, and their respective officers, directors, employees, agents, representatives and assigns (collectively, the “Indemnities”), harmless from any and all claims, damages, expenses, costs (including reasonable attorneys’ fees as incurred) and liabilities (including settlements as incurred), arising out of your participation in this Contest, the use of any Headline(s) as submitted by you or on your behalf, including, but not limited to, any claims for trademark infringement, copyright infringement, violation of the right of publicity or right of privacy, defamation, trade secret misappropriation or the violation of any other right or interest of another person or entity.

  11. PRIVACY. Personal information collected from you in connection with your participation in this Contest will be used in accordance with our Privacy Policy which is incorporated herein and made a part of these Official Rules by this reference.

  12. VIOLATION OF OFFICIAL RULES AND UNFORSEEN CIRCUMSTANCES: If for any reason the Contest is not capable of running as planned, including, without limitation, by reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, the Sponsor reserves the right, at its sole discretion, to cancel, modify or terminate the Contest at any time, without liability and without notice. Further, Sponsor reserves the right, at its sole discretion, to disqualify any entrant deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Contest; (b) violating the Official Rules; or (c) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person or entity. CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATIONS OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH ATTEMPT BE MADE, THE SPONSOR RETAINS THE RIGHT TO SEEK DAMAGES FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT PERMITTED BY LAW.

  13. OTHER MATTERS. These Official Rules may hereafter be modified, amended, supplemented or otherwise changed only by a written instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do so and is physically executed by a duly authorized representative of Sponsor. If any provision or part thereof of these Official Rules shall be unlawful, void or for any reason unenforceable, then that provision or part thereof shall be deemed severable from these Official Rules and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Official Rules by Sponsor shall be deemed a further or continuing waiver of such provision or any other provision, and Sponsor’s failure to assert any right or provision under these Official Rules shall not constitute a waiver of such right or provision. PARTICIPANT, AND THEIR PARENT AND/OR LEGAL GUARDIAN, AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE OFFICIAL RULES OR THE CONTEST MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

  14. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws thereof. Each Party irrevocably consents specifically to the non-exclusive jurisdiction of the federal courts of the United States sitting in the Eastern District of New York and the courts of the State of New York sitting in the County of New York (and any court to which an appeal therefrom may be taken) for purposes of all legal proceedings arising out of or relating to these Official Rules. Although Participant or their parent and/or legal guardian may remotely access the On-Line Contest Form via computer interface, such form is maintained in systems in New York and such access will be and for all purposes will be deemed to be in New York.

  15. SURVIVAL. The terms and conditions providing for any activity following the termination or expiration of these Official Rules, any warranties, disclaimers, remedies and any indemnification obligations, and any other provision which, by its terms is intended to survive the termination of these Official Rules, shall survive the termination or expiration of these Official Rules.

  16. REMEDIES. All remedies set forth in these Official Rules are cumulative and in addition to and not in lieu of any other remedy of the Indemnities at law or in equity.

  17. ENTIRE AGREEMENT. These Official Rules contain, and are intended as, a complete statement of the arrangements between participant and Sponsor with respect to its subject matter and supersede all prior agreements, whether written or oral, between participant and Sponsor, with respect to those matters.