SCION "PHOTO" CONTEST

OFFICIAL RULES

VOID WHERE PROHIBITED BY LAW.
NO PURCHASE NECESSARY TO ENTER OR WIN.
A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.
PRIZE ACCEPTANCE AGREEMENT MAY BE REQUIRED.
ODDS OF WINNING WILL DEPEND ON THE TOTAL NUMBER OF ENTRIES RECEIVED AND THE SKILL OF EACH ENTRANT.  THIS IS A SKILL-BASED CONTEST.
SPONSOR OBTAINS A NON-EXCLUSIVE LICENSE TO USE ANY AND ALL MATERIALS SUBMITTED AS PART OF THE CONTEST IN CONNECTION WITH THE CONTEST.
EXCEPT AS PROVIDED HEREIN, ALL DISPUTES WILL BE RESOLVED SOLELY BY BINDING ARBITRATION.

BY ENTERING THE CONTEST YOU MUST AGREE TO THESE OFFICIAL RULES, WHICH CREATE A CONTRACT SO READ THEM CAREFULLY BEFORE ENTERING.  WITHOUT LIMITATION, SUCH CONTRACT INCLUDES GRANTS OF RIGHTS AND INDEMNITIES TO SPONSOR AND PRODUCER FROM YOU AND MANDATORY ARBITRATION OF DISPUTES AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

DESCRIPTION OF PROMOTION:

The Scion "Photo" Contest ("Contest"), sponsored by Toyota Motor Sales U.S.A., Inc. ("Sponsor") and produced by Vice Magazine Publishing, Inc. ("Producer"), is a skill competition where you can submit your personal photography.  Entrants (defined below) must upload via the Contest Website or submit via the mailing address provided below original (i.e., photographs taken by the Entrant) photograph(s) that strictly comply with the rules set forth in these Official Rules.  The "Categories" (and each a "Category") in which Entrants may submit their photograph(s) include the following: (1) Events, (2) Portraits, (3) Photo Journalism.   Entrants must indicate on the Entry Form (defined below), the Category(ies) in which they wish to enter their photograph(s).  There is no limit on the number of Categories into which Entrants may enter their photograph(s), but Entrants may only submit one (1) photograph per Category during the Contest period.  All entries that comply with these Official Rules will be considered for the Prizes (defined below).

The top three (3) entries in each Category as selected by the Judges (defined below) will be "Prize Winners" and will be entitled to receive "Prizes" as follows:  The first (1^st) place winner in each Category, as selected by the Judges, will win One Thousand Dollars (U.S. $1,000.00) and camera equipment with an approximate retail value ("ARV") of Five Hundred Dollars (U.S. $500.00).  The second (2^nd) place winner in each Category, as selected by the Judges, will win Five Hundred Dollars (U.S. $500.00) and camera equipment with an ARV of Two Hundred Fifty Dollars (U.S. $250.00).  The third (3^rd) place winner in each Category, as selected by the Judges, will win a free subscription to Vice Magazine with an ARV of Forty-Six Dollars (U.S. $46.00) and a Vice Photo Book with an ARV of Forty-Five Dollars (U.S. $45.00).  A description of all Contest details, including important dates and criteria for determining Prize Winners can be found below.  Additional information regarding the Contest can be found on www.scion/com/photo (the "Contest Website").

Individuals entering the Contest must register for the Contest by submitting their original photograph(s) along with a completed Entry Form (and any required Releases as described and defined below) before May 15, 2009.  Individuals may enter beginning at 12:01 A.M. Eastern Time ("ET") on March 15, 2009 and entries must be received no later than 11:59 P.M. ET on May 15, 2009 ("Entry Deadline") unless otherwise extended by Sponsor.

All individuals who submit original photograph(s), complete an Entry Form (defined below) and comply with these Official Rules in all respects are considered "Entrants."  Entries that are submitted by mail become the physical property of the Sponsor and will not be returned.  All Entrants submitting photography as part of the Contest will be non-exclusively licensing (with the unlimited right to sublicense) to Sponsor and Producer the right to use such photographs, and the images related thereto, for any purpose (including any and all commercial purposes) with the right to modify the photography and make derivative works thereof.  Producer and Sponsor may run multiple contests and promotions simultaneously.  Entry in this Contest does not constitute entry into any other promotion, contest, sweepstakes or game.  All entries must satisfy all of these Contest "Official Rules" in order to be eligible to win Prizes.

WHO MAY ENTER:

Only legal residents of the fifty (50) United States and the District of Columbia, who are eighteen (18) years of age or older, at the time of entry, are eligible to enter.  Entrants may only enter the Contest as individuals and not as part of a group.

Officers, directors and employees of Producer or Sponsor, and any vendor engaged by either to conduct the Contest, and each of Producer's and/or Sponsor's parents, subsidiaries, affiliates, and each of their immediate family members and those persons (whether or not related) living in the same household of each of them are ineligible to enter the Contest or win a Prize.

BY PARTICIPATING IN THE CONTEST, EACH ENTRANT REPRESENTS AND WARRANTS THAT HE OR SHE MEETS THESE ELIGIBILITY REQUIREMENTS AND HAS READ, ACCEPTS AND WILL COMPLY WITH THESE OFFICIAL RULES AND EACH ENTRANT ACKNOWLEDGES THAT ANY VIOLATION THEREOF MAY DISQUALIFY ENTRANT FROM THE CONTEST.

HOW TO ENTER:

THERE IS NO PURCHASE NECESSARY TO ENTER.  NO ESTIMATED OR SUGGESTED COST OR RESOURCES SHOULD BE PUT INTO CREATING A CONTEST ENTRY.  EXCESSIVE SPENDING BY ENTRANTS IN CONNECTION WITH CONTEST ENTRIES IS DISCOURAGED.

There are two (2) ways to enter the Contest: (i) via upload on the Contest Website or (ii) via mail.  You will need to fill out a separate Entry Form and repeat the entry process for every separate photograph you submit to the Contest; however, you can only submit one (1) photograph per Category.  Entrants who submit multiple photographs to a Category may be disqualified. 

(1) To enter the Contest via upload, you must submit on the Contest Website the following items: (1) the entry form, which can be found on the Contest Website ("Entry Form").  The Entry Form must include the following information: the first and last name, e-mail address, date of birth, address, and phone number of the individual submitting the entry and the Category or Categories you wish to enter your photograph); (2) one (1) original (i.e., a photograph taken by the Entrant) photograph that complies with the Photograph Requirements described below; and (3) if your photograph includes an image of an individual person, a Publicity Release ("Release") that is signed by all individuals that appear in the photograph, which Release can be found as part of the Entry Form.

(2) To enter the Contest via mail, you must submit via mail to the following address: Vice, Attn: Scion Photo Contest, 97 North 10^th Street, Suite 202, Brooklyn, NY  11211, the following items: (1) the Entry Form (which can be printed out from the Contest Website). The Entry Form must include the following information: your first and last name, e-mail address, date of birth, address, phone number and the Category or Categories you wish to enter your photograph; (2) at least one (1) original photograph (i.e., a photograph taken by you) that complies with the Photograph Requirements described below; and (3) if your photograph includes an image of an individual person, a Release that is signed by all individuals that appear in the photograph, which Release can be found as part of the Entry Form.

Sponsor may reject any Entrant's entry that does not include the Entry Form completed in all respects and complies with the Photograph Requirements (defined below).  Mechanically reproduced, illegible, incomplete or forged entries may be rejected by Sponsor.  To be eligible, Entrants must submit their entries and agree to the Official Rules by the Entry Deadline or be subject to disqualification.  Neither Producer nor Sponsor shall be responsible for lost, late, mutilated or misdirected mail or corrupted submissions.

Each entry must comply with the following requirements (the "Photograph Requirements"):

(1)    Photographs uploaded through the Contest Website must be in digital format and must comply with the Contest Website's posting requirements.

(2)    Photographs may not previously have been submitted to or won an award in any other contest.

(3)    No background artwork should appear in the photographs submitted unless it is an original work of the Entrant.  Any artwork, murals, etc. that can be seen in photographs must be created solely by the Entrant or Entrant must be the sole owner of all copyright interests therein. 

(4)    Any third party names, logos, trademarks, etc. that can be seen in photographs must be depicted as they would normally appear on a commercial product (unaltered).

(5)    Each photograph, in its entirety, must be a single work of original material taken by the Contest Entrant.

(6)    Each photograph must not, in the sole and unfettered discretion of the Sponsor, contain obscene, provocative, defamatory, sexually explicit, or otherwise objectionable or inappropriate content.

(7)    Each photograph must not contain material that violates or infringes another person's rights, including, but not limited to, privacy, publicity or intellectual property rights, or that constitutes copyright infringement.

(8)    Each photograph must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any state where the photograph is taken.

There will be no notification of receipt of Entry Forms or any other Contest-related materials.  Assurance of delivery of the Entry Form and photographs will be the sole responsibility of the Entrant.

SELECTION OF PRIZE WINNERS:

Between May 15, 2009 and May 24, 2009 (unless otherwise provided by Sponsor) a team of judges with photography experience ("Judges") assembled by the Producer, in its sole and absolute discretion, will review and judge all eligible submissions to the Contest based on overall artistic merit of the work, in their sole discretion, using the following ranking criteria: 50% based on originality and 50% based on creativity (including composition, lighting, etc.).  With respect to each Category, the Judges will select first (1^st) place, second (2^nd) place and third (3^rd) place winners by choosing the entries which in the Judges' sole and absolute discretion are the best entries based on the criteria set forth above. Those Entrants who are selected as Prize Winners will receive the Prizes listed below and will be referred to as Prize Winners.  Entrants who are chosen as Prize Winners will be notified on or about May 24, 2009.  All decisions by Judges, including interpretation of these Official Rules and related documents, are final.

ODDS:

ODDS OF WINNING WILL DEPEND ON THE NUMBER OF ENTRIES RECEIVED AND THE SKILL OF EACH ENTRANT.

PRIZES:

The top three (3) entries in each Category as selected by the Judges (defined below) will be Prize Winners and will be entitled to receive Prizes as follows: 

The first (1^st) place winner in each Category, as selected by the Judges, will receive:

(1) a one time payment of One Thousand Dollars (U.S. $1,000.00); and

(2) camera equipment to be determined by Sponsor in its sole and absolute discretion with an ARV of Five Hundred Dollars (U.S. $500.00).

The second (2^nd) place winner in each Category, as selected by the Judges, will receive:

(1) a one time payment of Five Hundred Dollars (U.S. $500.00); and

(2) camera equipment to be determined by Sponsor in its sole and absolute discretion with an ARV of Two Hundred Fifty Dollars (U.S. $250.00). 

The third (3^rd) place winner in each Category, as selected by the Judges, will receive:

(1) a free subscription to Vice Magazine with an ARV of Forty-Six Dollars (U.S. $46.00); and

(2) a Vice Photo Book with an ARV of Forty-Five Dollars (U.S. $45.00). 

The total ARV for all Prizes awarded in this Contest is estimated to be Fourteen Thousand Forty-Six Dollars (U.S. $14,046.00). 

Prize details and availability are subject to change, in which case a prize of similar or greater value will be substituted, at Sponsor's sole discretion.  Prizes are non-transferable, with no cash redemptions or substitutions except at Sponsor's sole discretion.  The Prize Winners will be solely responsible for all federal, state and/or local taxes, and for any other fees or costs associated with their Prize.  All details not specified herein are at the sole and absolute discretion of the Sponsor.  In the event that Sponsor is unable, as determined by Sponsor, in its sole and absolute discretion, to provide a winner with the Prize he or she is otherwise entitled to receive, the Sponsor may elect to provide such winner with the ARV of such items in cash or award alternate prizes of comparable or greater value, at the Sponsor's sole and absolute discretion.

PRIZE WINNER NOTIFICATION, ELIGIBILITY AND PRIZE CLAIMING:

Prize Winners will be notified by e-mail and/or telephone and/or mail on or about May 15, 2009.  Notification is deemed to have occurred immediately upon sending of an e-mail, placing of a phone call, one (1) day after sending via a delivery service or two (2) days after mailing.  A potential Prize Winner who provides a P.O. Box may be required to provide an alternative address and this may cause a delay in notification and acceptance so use of a P.O. Box is discouraged.  Sponsor and Producer will have no liability for any notification that is lost, intercepted or not received for any reason.  The winners of the Contest may (in Sponsor's sole discretion) be required to execute an affidavit of eligibility/release of liability/prize acceptance agreement (the "Prize Acceptance Document") and return the Prize Acceptance Document before being eligible to receive their Prize(s).  If any potential Prize Winner fails or refuses to sign and return such Prize Acceptance Document within five (5) days of the first (1^st) notification attempt or if the Prize or prize notification is returned as unclaimed or undeliverable to such potential Prize Winner, such Prize Winner (in Sponsor's sole discretion) may be disqualified and an alternate may (in Sponsor's sole discretion) be selected.  Parents or legal guardians of Prize Winners under the age of majority in their state of residence (which is eighteen (18) in most states but is nineteen (19) in Alabama and Nebraska and twenty-one (21) in Mississippi) may be required to also sign the Prize Acceptance Document in order for the Prize Winner to be qualified for a Prize.  All Prizes will be awarded.  If any potential Prize Winner is found to be ineligible, or if he or she has not complied with these Official Rules, he or she may be disqualified in Sponsor's sole discretion, and an alternate prize winner may then, in Sponsor's sole discretion, be selected; such alternate prize winner will be the next most highly ranked eligible Entrant.  The Sponsor reserves the right to disqualify any individual who has been charged or convicted of a crime or who has engaged, or is suspected to have engaged, in past conduct that may reflect unfavorably on the Contest or the Sponsor, in each case, as determined by Sponsor, in its sole and absolute discretion.

INTELLECTUAL PROPERTY: 

Entrants, upon submission of their entry to the Contest, hereby irrevocably grant to Producer and Sponsor, and each of their licensees, successors and assigns, the non-exclusive, perpetual, royalty-free, no-cost license and right to use and otherwise exploit the photographs submitted as part of the Contest, and all images, text and materials depicted therein, in whole or in part, in any manner or medium now or hereafter known or devised (including, without limitation, CDs, streaming media, film, television, videocassettes, print, interactive devices, mobile media, Internet and on-line systems), throughout the universe and in any and all languages, including, without limitation, the right to display, reproduce, record, perform, exhibit, distribute, copy, edit, change, modify, add to, subtract from, re-title and adapt the same, to combine it with other material and otherwise use and exploit it.  Sponsor and Producer, and each of their successors, assigns and licensees, will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses.  Without limiting the forgoing, Sponsor and Producer will have the right to use the photographs submitted as part of the Contest, and all images depicted therein (if any), in any merchandising, advertising, marketing, promotion or for any other commercial or non-commercial purpose.  Entrants hereby forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized in connection with photographs submitted as part of the Contest.  Entrants agree not to issue any publicity concerning Sponsor or Producer.  Entrants agree that neither Sponsor, Producer nor its or their agents shall be responsible for return or preservation of the photograph(s) submitted.

PUBLICITY RELEASE:

Entry in the Contest constitutes irrevocable permission for Sponsor and its licensees, successors, assigns and sub-licensees to use Entrants' names (except that the name of Tennessee residents who do not so consent will not be used for purely publicity purposes), likeness and biography for use, in connection with the Contest, including for advertising and/or publicity purposes, worldwide, and in all forms of media and by all manners (now and hereafter known) and on and in connection with related products, services, advertising and promotional materials (now known or hereafter developed), in perpetuity, without any obligation to Entrants.

REPRESENTATIONS, WARRANTIES AND INDEMNITY: 

Each Entrant hereby represents and warrants that he or she has read, understands and will follow the Official Rules.  Entrants further represent and warrant that the photograph(s) submitted as part of the Contest: (1) will not infringe or violate any right whatsoever, including, without limitation, any personal rights (e.g., defamation, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity and the use thereof will result in no third party liability or obligations; and (2) is not the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which adversely affects or in any way prejudices, impairs or diminishes the rights granted hereunder or the value thereof.  Each Entrant further represents and warrants that he or she is a legal resident of the United States or the District of Columbia and is eighteen (18) years of age or older.  Each Entrant further represents and warrants that he or she has the right to agree to and fully perform consistent with these Official Rules and the consent of no third parties are required to grant the rights hereunder.  Entrants agree to defend, indemnify and hold Sponsor and Producer, their parents and each of their respective affiliates, subsidiaries, successors, assigns and licensees, harmless from and against any third party claim, to the extent relating to any breach of any representation, warranty or covenant made by such Entrant in connection with his or her acceptance of these Official Rules or Contest activities.

WAIVERS, DISCLAIMERS AND RELEASES:

VOID WHERE PROHIBITED OR RESTRICTED BY LAW.  By participating, Entrants agree to be bound by the Official Rules and the decisions of the Sponsor and Producer (including, without limitation, regarding qualification of Entrants and Prize Winners and interpretation of these Official Rules).  Entrants agree that Sponsor, Producer and its and their parents, and each of their subsidiaries, affiliates, distributors, licensors, licensees, representatives, attorneys and advertising and promotion agencies, and each of their respective directors, officers, employees, agents, successors and assigns ("Released Parties") (A) will not be responsible or liable for any losses, damages or injuries of any kind arising out of or related to Entrants' participation in the Contest and/or related to any Prize (including, without limitation, losses, damages or injuries to Entrants' or any other person's equipment or other property, or to their persons, related to participation in the Contest; or arising out of any violation of rights of publicity or privacy, or claims of defamation or portrayal in a false light; or based on any claim of infringement of intellectual property; or from any typographical, human or other error in the printing, offering, selection, operation or announcement of any Contest activity and/or Prize), and (B) have neither made nor will be in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, in connection with the Contest and/or with respect to Prizes, including, without limitation, to any Prize's quality or fitness for a particular purpose; (C) maintain no control over the personnel, equipment or operation of any manufacturer or other person or entity furnishing products ("Suppliers") as a part of the Prizes provided in connection with the Contest; and (D) will not be responsible or liable for any injury, damage, loss, expense, accident, delay, inconvenience or other irregularity that may be caused or contributed to: (1) by the wrongful, negligent or unauthorized act or omission on the part of the Suppliers or any of their agents, servants, employees or independent contractors, (2) by any defect in or failure of any equipment, instrumentality or product that is owned, operated, furnished or otherwise used by any of those Suppliers, (3) by the wrongful, negligent or unauthorized act or omission on the part of any other person or entity not an employee of the Released Parties, and (4) by any cause, condition or event whatsoever beyond the control of the Released Parties.  The Released Parties assume no responsibility for any damage to an Entrant's computer system which is occasioned by accessing the Contest Website or participating in the Contest, 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.  Sponsor will have the authority to extend the Contest by posting notice thereof on the Contest Website.  Sponsor is not responsible for the actions of Entrants in connection with the Contest, including Entrants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity or proper conduct of the Contest.  Entrants agree to check the Contest Website prior to the end of the Contest for any changes, and to ensure that there is no need to re-enter.  By participating in this Contest, Entrants hereby agree to irrevocably release and hold the Released Parties harmless from and against all losses, damages, liabilities, claims, actions, proceedings, or judgments arising out of or relating to Entrants' photograph(s) or participation in this Contest or in connection with (including any use or misuse) of any Prizes awarded hereunder.  Entrants further understand and agree that all rights under Section 1542 of the Civil Code of California ("Section 1542") and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived.  Entrants acknowledge that Section 1542 provides that: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."  The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

The Entry Form and Release is provided for the benefit of Sponsor and Sponsor makes no representations or warranties regarding the effectiveness and completeness of the forms or procedures required.  Sponsor, Sponsor's legal counsel, Producer and Producer's legal counsel undertake no duties towards Entrants and do not represent them in any manner.

SUSPENSION / MODIFICATION / TERMINATION:

Sponsor reserves the right, in its sole discretion, to modify, change, add to, delete, suspend or terminate these Official Rules, the Contest and/or the Prizes for any reason whatsoever without giving notice to Entrants.  Sponsor additionally reserves the right, in its sole discretion: (1) to modify, suspend or terminate the Contest should causes beyond Sponsor's control corrupt or interfere with the administration, integrity, operation, security or proper play of the Contest; or (2) to disqualify any Entrant found to be, or suspected of: (a) tampering with the entry process or the operation of the Contest; (b) acting in violation of these Official Rules; or (c) acting in an un-sportsmanlike manner.  All Entrants must check the Contest Website regularly to determine if there have been any changes made to the Official Rules, the Contest or the Prize(s).  Persons found tampering with or abusing any aspect of this Contest, or whom Sponsor believes to be causing malfunction, error, disruption or damage, may, in Sponsor's sole discretion, be disqualified.

In the event Sponsor and/or Producer is prevented from continuing with the Contest by any event beyond its control, including, but not limited to, fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any federal state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Sponsor's and/or Producer's control (each a "Force Majeure" event or occurrence), Sponsor and/or Producer shall have the right to modify, suspend or terminate the Contest.

The Entry Form is provided for the benefit of Sponsor and Sponsor makes no representations or warranties regarding the effectiveness and completeness of the forms or procedures required.  Sponsor, Sponsor's legal counsel, Producer and Producer's legal counsel undertake no duties towards Entrants and do not represent them in any manner.

GOVERNING LAW / DISPUTES / LIMITATION OF LIABILITY:

All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of Entrants', Sponsor or the Released Parties in connection with the Contest will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's laws.  EACH PERSON WHO PARTICIPATES IN THE CONTEST IRREVOCABLY AGREES THAT SUCH DISPUTE(S) WILL BE RESOLVED SOLELY BY BINDING ARBITRATION BEFORE A SOLE ARBITRATOR, WITH EXPERIENCE IN ADVERTISING OR PROMOTION AND ENTERTAINMENT LAW, UNDER THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"); PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE PARTIES' DECISION TO RESOLVE ANY AND ALL DISPUTES ARISING UNDER THIS CONTEST THROUGH ARBITRATION, SPONSOR MAY (1) SEEK TO OBTAIN INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF FROM A COURT TO ENFORCE THE PROVISIONS OF THESE OFFICIAL RULES; (2) BRING AN ACTION IN COURT TO PROTECT AND INTERPRET SPONSOR'S INTELLECTUAL PROPERTY RIGHTS; AND/OR (3) BRING AN ACTION TO ENFORCE THE DECISION OF THE ARBITRATOR BEFORE ANY COURT WITH APPLICABLE JURISDICTION.  The arbitration will be held in New York, New York or Los Angeles, California (which ever location is closer to Entrant's home).  The arbitrator will apply the substantive laws of the state of New York, will issue a written decision and will have the power to award any legal remedies except as limited by these Official Rules.  The parties will split the arbitrator's fee; provided, however, if applicable law requires Sponsor to pay the arbitrator's fee in order for the arbitration provision to be enforceable, Sponsor shall have the discretion to elect to pay such fees and proceed to arbitration.  Entrant irrevocably waives any right to bring or join in any class action regarding the Contest.  Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.  This arbitration provision shall be deemed to be self-executing, and in the event that any party fails to appear to any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear.  In no event shall any Entrant seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation of this Contest (or any website connected therewith), exploitation of any advertising or other materials issued in connection therewith, or exploitation of this Contest (or any website or any content or other materials used or displayed on the website used in connection with the Contest) or the Entrant's photograph(s).

BY ENTERING THE CONTEST, ENTRANT AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE CONTEST, OR ANY PRIZE AWARDED, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED, (IF ANY), NOT TO EXCEED TWO HUNDRED FIFTY DOLLARS ($250.00), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) ENTRANTS' REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. 

ENTRANT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES WILL SPONSOR OR PRODUCER BE RESPONSIBLE FOR ANY COSTS, INJURIES, LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH: (1) INCOMPLETE, LOST, LATE, MISDIRECTED OR ILLEGIBLE COMMUNICATIONS OR FOR FAILURE TO RECEIVE COMMUNICATIONS DUE TO ANY CAUSE, INCLUDING, WITHOUT LIMITATION, HUMAN, TRANSMISSION OR TECHNICAL PROBLEMS, FAILURES OR MALFUNCTIONS OF ANY KIND, WHETHER ORIGINATING WITH SENDER, WITH SPONSOR OR OTHERWISE, OR (2) ANY INJURY OR DAMAGE RESULTING FROM PARTICIPATION IN THE CONTEST AND/OR THE USE OF ANY PRIZE (INCLUDING, WITHOUT LIMITATION, CLAIMS, COSTS, INJURIES, LOSSES AND DAMAGES RELATED TO PERSONAL INJURIES, DEATH, DAMAGES TO OR LOSS OF OR DESTRUCTION OF PROPERTY, OR ANY CLAIMS, COSTS, INJURIES, LOSSES, OR DAMAGES RELATED TO OR BASED ON ENTRANTS' RIGHTS OF PUBLICITY OR PRIVACY, OR ENTRANTS' CLAIM THAT HE OR SHE HAS SOMEHOW BEEN DEFAMED OR PORTRAYED IN A FALSE LIGHT).

MISCELLANEOUS:

The invalidity or unenforceability of any provision of these Official Rules, the Entry Form or the Prize Acceptance Document will not affect the validity or enforceability of any other provision.  In the event that any provision of the Official Rules, the Entry Form or the Prize Acceptance Document is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.  Sponsor's failure to enforce any term of these Official Rules will not constitute a waiver of that provision.  Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the documents or any provision hereof.  All amendments to the Official Rules must be in writing and signed by the party to be charged except as posted by Producer or Sponsor on the Contest Website.  These Official Rules represent the entire agreement about this subject matter.  All prior agreements, understandings, representations and warranties between the parties hereto regarding the subject matter hereof are superceded by these Official Rules.

WINNER'S LIST:

To receive a list of Prize Winners, send a stamped self addressed envelope before July 15, 2009 to: Scion "Photo" Contest Winner's List, 97 North 10^th Street, Suite 202, Brooklyn, New York  11211.  A Prize Winner's list will also be posted on the Contest Website for sixty (60) days after Prize Winners are selected.

IDENTIFICATION OF PRODUCER AND SPONSOR:

This Contest is produced by Vice Magazine, Inc., 97 North 10^th Street, Suite 202, Brooklyn, New York  11211 and sponsored by Scion, a marque of Toyota Motor Sales, U.S.A., Inc., 19001 South Western Avenue, Torrance, California  90509.

PRIVACY POLICY AND TERMS OF USE:

If you submit an entry to this Contest, Sponsor and Producer and their Suppliers, will have access to your personal information.  Entrants' personal information submitted as part of the Contest will only be used for Contest purposes unless you otherwise specifically opt-in to any such other use on the Contest Website. Such opt-in consent is not required and will not increase your chances of winning.  By entering the Contest, you accept Producer's Privacy Policy and Terms of Use except as specifically provided in this paragraph.  In the event of any conflict between the Official Rules and the Prize Acceptance Document, the Prize Acceptance Document will govern.  In the event of any conflict between the Official Rules and the Contest Website Privacy Policy or Terms of Use, the Official Rules will govern.

///END OFFICIAL RULES///

© 2009, Vice Magazine, Inc.
Scion and the Scion logo are trademarks of Toyota Motor Corporation
These Official Rules and the Contest
may include trademarks and service marks of the Sponsor, Producer and/or third parties.  References to trademarks and/or names of parties producing prizes or related products or services are not an endorsement and are not intended to designate an association with Sponsor or Producer.
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