See the Learning Photo/Video Contest
OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING.

1. Eligibility: See the Learning Photo/Video Contest (the “Promotion”) is open only to legal residents of fifty (50) United States and the District of Columbia who are at least eighteen (18) years old at the time of entry. Employees of LeapFrog Enterprises, Inc., TEQUILA, Starwood Hotels & Resorts Worldwide, Inc., ePrize, LLC, and any of their respective parent and affiliate companies as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee are not eligible. Subject to all applicable federal, state, and local laws and regulations. Void where prohibited. The Promotion contains a contest ("Contest"), and a sweepstakes ("Sweepstakes").

2. Sponsor: LeapFrog Enterprises, Inc., 6401 Hollis Street, Suite 100, Emeryville, CA94608. Administrator: ePrize, LLC, One ePrize Drive, Pleasant Ridge, MI 48069.

3. Agreement to Official Rules: By participating in the Promotion, entrant fully and unconditionally agrees to and accepts these Official Rules and the decisions of the Sponsor and/or Administrator, which are final and binding in all matters related to the Promotion. Whether an entrant receives a prize is contingent upon fulfilling all requirements set forth herein.

4. Timing: The Promotion begins on November 1, 2008 at 12:00 a.m. Eastern Time ("ET") and ends on January 31, 2009 at 11:59 p.m. ET (the "Promotion Period"). The Promotion consists of three (3) phases as set forth in the chart below.

Administrator’s computer is the official time-keeping device for the Promotion.

5. How to Enter:

a. Contest: During the Submission Phase, visit http://leapfrog.com/seethelearningcontest (the “Website”) and follow the directions to complete and submit the registration form. Once you have registered, follow the links and instructions to upload either a video or photo that illustrates a learning moment ("Learning Moment") in the child depicted (the "Contest Entry"). A Learning Moment, for the purpose of this Contest, is an instance where a child is understanding, showing an interest in, having success with, etc., education of any kind. For example, a video of a child singing the ABCs, or a photograph of a child reading a book, would be examples of Learning Moments. You will also be asked to submit a title and brief description of the Contest Entry. All Contest Entries must be submitted by a parent/legal guardian of the child depicted. By completing the registration and submitting your Contest Entry, you agree that your Contest Entry conforms to the Contest Entry Guidelines and Content Restrictions as defined below (collectively, the “Guidelines and Restrictions”) and that Sponsor, in its sole discretion, may remove your Contest Entry and disqualify you from the Promotion if it believes, in its sole discretion, that your Contest Entry fails to conform to the Guidelines and Restrictions.

Contest Entry Guidelines:

Content Restrictions:

For all Entries: All Contest Entries will become the exclusive property of Sponsor, and none will be acknowledged or returned. Sponsor shall have the right to edit, adapt and publish any or all of the Contest Entries, and may use them in any media without attribution or compensation to the entrant, his/her successors or assigns, or any other entity. SUBMITTING AN CONTEST ENTRY CONSTITUTES ENTRANT’S IRREVOCABLE ASSIGNMENT, CONVEYANCE AND TRANSFERENCE TO SPONSOR OF ANY AND ALL RIGHT, TITLE AND INTEREST IN THE CONTEST ENTRY INCLUDING, WITHOUT LIMITATION, ALL COPYRIGHTS. Sponsor is not responsible for lost, late, incomplete, invalid, un-intelligible or misdirected Contest Entries, which are disqualified.

b. Sweepstakes: During the Voting Phase, visit the Website and complete and submit the registration form or login. Once you have registered or logged in, vote for your favorite Contest Entry. After you vote, you will automatically receive one (1) Sweepstakes entry. Limit: Each entrant may vote one (1) time per day during the Voting Phase, and receive one (1) Sweepstakes entry.

For All Entrants: Multiple entrants are not permitted to share the same email address. Any attempt by any entrant to obtain more than the stated number of plays/entries by using multiple/different email addresses, identities, registrations and logins, or any other methods will void that entrant's plays/entries and that entrant may be disqualified. Use of any automated system to participate is prohibited and will result in disqualification. Sponsor is not responsible for lost, late, incomplete, invalid, unintelligible or misdirected registrations, which will be disqualified. In the event of a dispute as to any registration or play, the authorized account holder of the email address used to register will be deemed to be the registrant or player. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holder.

6. Winner Determination: Sponsor's decisions as to the administration and operation of the Promotion and the selection of potential winners are final and binding in all matters related to the Promotion.

a. Contest: The Contest will be determined though the process outlined below:

i. Judging: During the Judging Phase, qualified judges determined by Sponsor in its sole discretion, will select the entrants with the ten (10) top video Contest Entries and ten (10) top photo Contest Entries (each a "Finalist") based on the following criteria (“Judging Criteria”):

In the case of a tie, the Finalist whose Contest Entry received the highest score in the Fit with Theme category will be deemed the Finalist.

ii. Voting: During the Voting Phase, the Finalists' Contest Entries will be posted on the Website. The Public will be invited to vote for their favorite Contest Entry. Limit: Each participant may vote one (1) time per day during the Voting Phase. The Entry that receives the highest number of votes during the Voting Phase will be deemed the potential Grand Prize winner. In its sole discretion, Sponsor reserves the right to select an alternate Grand Prize winner should the voting appear to have been tampered with or manipulated in any way. In case of a tie, the Sponsor, in its sole discretion, will select the potential winner from the tied Entries based on the Fit with Theme scores received by the tied Contest Entries during the Judging Phase.

b. Sweepstakes: Sponsor will randomly select the potential Sweepstakes winner, from all eligible entries received during the Voting Phase on or around February 2, 2009.

7. Winner Requirements: The potential Sweepstakes winner will be notified by mail, email or phone after the date of the random drawing. The potential Contest winner will be notified by mail, email or phone on or around February 4, 2009. Both the potential Grand and First Prize winner (parent/legal guardian if winner is a minor in his/her state of residence) will each be required to execute and return to Administrator, within ten (10) days of the date notice or attempted notice is sent, an Affidavit of Eligibility, Liability & Publicity Release (“Affidavit”) in order to claim his/her prize. If a potential winner cannot be contacted, fails to execute and return the Affidavit within the required time period, or prize is returned as undeliverable, potential winner forfeits the prize. If the potential Contest Grand Prize winner is disqualified for any reason, an alternate winner will be selected by the qualified judges based on the Judging Criteria. If the potential Sweepstakes First Prize winner is disqualified for any reason, an alternate winner will be determined through a random drawing from among all eligible entries. Only three (3) alternate winners will be determined for each prize after which the applicable prize will remain unawarded. Prizes will be fulfilled approximately 8-10 weeks after the conclusion of the Promotion. Acceptance of the Contest Grand Prize shall constitute and signify winner’s agreement and consent that Sponsor may use the winner’s, name, city, state, likeness, Contest Entry and/or prize information in connection with the Promotion, worldwide, including the Internet, without limitation and without further payment or consideration, except where prohibited by law.

8. Prizes:

a. Contest: ONE (1) GRAND PRIZE: Trip for four (4) to Los Angeles, CA. Trip package includes round trip coach class air transportation for four (4) from a major airport near winner's home (determined by Sponsor in its sole discretion) to Los Angeles, CA; four (4) nights accommodations at the Sheraton Universal Hotel (standard double room, quad occupancy; room and tax only); a Budget rental car for length of stay (size, make and model determined by Sponsor in its sole discretion); limousine transportation to and from Budget rental car agency (winner may chose to forfeit limousine transportation to Budget rental car agency; if forfeited, no substitution will be provided by Sponsor);VIP tour Universal Hollywood (details determined by Sponsor in its sole discretion); private singing and acting lessons for two (2) children (details determined by Sponsor in its sole discretion); and $2,500 spending money. If winner does not meet requirements for rental car, that portion of the prize will be forfeited in its entirety. Winner must complete the trip within one (1) year from the drawing date or prize will be forfeited. Trip must be booked at least twenty-one (21) days prior to departure. Trip subject to availability and blackout dates. Travel must be roundtrip. Sponsor will determine airline and flight itinerary in its sole discretion. No refund or compensation will be made in the event of the cancellation or delay of any flight. Travel and accommodations are subject to availability. Travel is subject to the terms and conditions set forth in this Contest, and those set forth by the Sponsor’s airline carrier of choice as detailed in the passenger ticket contract. All expenses and incidental travel costs not expressly stated in the package description above, including but not limited to, ground transportation, meals, incidentals, passenger tariffs or duties, surcharges, airport fees, service charges or facility charges, personal charges at lodging, security fees, taxes or other expenses are the responsibility solely of winner. Unless children of winner, travel companions must be eighteen (18) years of age or older as of the date of departure and must travel on same itinerary and at the same time as the winner. If winner is a minor in his/her state of residence, at least one (1) travel companion must be winner’s parent/legal guardian. Travel companion must execute liability/publicity releases prior to issuance of travel documents. Travel restrictions, conditions and limitations may apply. If in the judgment of Sponsor air travel is not required due to winner’s proximity to prize location, ground transportation will be substituted for roundtrip air travel at Sponsor’s sole discretion. Sponsor will not replace any lost, mutilated, or stolen tickets, travel vouchers or certificates. Sponsor is not responsible if any tour or lesson is delayed, postponed or cancelled for any reason, in which event that portion of prize is forfeited in its entirety and no substitution will be provided except as in Sponsor’s sole discretion. Approximate Retail Value (“ARV”): $11,320. Actual value may vary based on airfare fluctuations and distance between departure and destination. Winner will not receive difference between actual and approximate retail value.

b. Sweepstakes: ONE (1) FIRST PRIZE: $5,000 for college from Upromise. Funds will be deposited into winner's Upromise® account. If winner does not have a Upromise account, he/she must create an account to redeem the prize within sixty (60) days following notification of winning. Creating an account is free at upromise.com/leapfrog. Winner must comply with all terms and conditions of Upromise. ARV: $5,000. Odds of winning the Sweepstakes prize depend on the number of eligible entries received during the Voting Phase.

For All Prizes: Prizes are non-transferable and no substitution will be made unless Sponsor, in its sole discretion, determines otherwise. Sponsor reserves the right to substitute a prize for one of equal or greater value should it become unavailable for any reason. Winners are responsible for all taxes and fees associated with prize receipt and/or use.

9. Release: By receipt of any prize, the applicable winner agrees to release and hold harmless Sponsor, TEQUILA, Starwood Hotels & Resorts Worldwide, Inc., Administrator, Upromise, Inc. and their respective parents, subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and prize suppliers, and each of their respective parent and affiliate companies and each such company’s officers, directors, employees and agents (collectively, the “Released Parties”) from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Promotion or receipt or use or misuse of any prize.

10. General Conditions: Sponsor reserves the right to cancel, suspend and/or modify the Promotion, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Promotion, as determined by Sponsor in its sole discretion. In such event, Sponsor reserves the right to award the prizes at random from among the eligible entries received up to the time of the impairment. Sponsor, in its sole discretion, reserves the right to disqualify any individual it finds to be tampering with the entry process or the operation of the Promotion or to be acting in violation of these Official Rules or those of any other promotion or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Promotion may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

11. Limitations of Liability: The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by entrant, printing errors or by any of the equipment or programming associated with or utilized in the Promotion; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Promotion; (4) technical or human error which may occur in the administration of the Promotion or the processing of entries; or (5) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Promotion or receipt or use or misuse of any prize. If for any reason an entrant's Sweepstakes entry is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, entrant’s sole remedy is another Sweepstakes entry, provided that if it is not possible to award another Sweepstakes entry due to discontinuance of the Promotion, or any part of it, for any reason, Sponsor, in its sole discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for the Sweepstakes prize offered herein. No more than the stated number of prizes will be awarded. In the event that production, technical, seeding, programming or any other reasons cause more than the stated number of prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of prizes by a random drawing among all legitimate, unawarded, eligible prize claims.

12. Disputes: Except where prohibited, entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Eastern District of Michigan (Southern Division) or the appropriate Michigan State Court located in Oakland County, Michigan; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion, but in no event attorneys’ fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of the State of Michigan without giving effect to any choice of law or conflict of law rules (whether of the State of Michigan or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Michigan.

13. Entrant's Personal Information: Information collected from entrant is subject to ePrize, LLC’s Privacy Policy (http://www.eprize.com/privacy/privacypolicy.html) and Sponsor’s Privacy Policy (http://www.leapfrog.com/en/corplinks/privacy.html).

14. Winner List: Winner List requests will only be accepted after the promotion end date (listed above) and no later than June 9, 2009. For the Winner List, send an email with subject line: "See the Learning Photo/Video Contest, Winner List Request,” to WinListRequests@eprizefulfillment.com.

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