SUBWAY® 'Refresh Your Life' Contest

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN

1. Eligibility: The SUBWAY® 'Refresh Your Life' Contest (the "Contest") is open only to legal residents of the fifty (50) United States (including D.C.) who are at least forty five (45) years old at the time of entry. Employees of Microsoft Corporation ("Microsoft"), Doctors Associates Inc., Subway Franchisee Advertising Fund Trust Ltd. (“SFAFT”), Subway restaurants, ePrize, LLC, and any of their 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.  The Contest is subject to all applicable federal, state, and local laws and regulations.  Void where prohibited.

2. Sponsor: Subway Franchisee Advertising Fund Trust, 488 Wheelers Farms Road, Milford, CT 06461. Administrator: ePrize, LLC, One ePrize Drive, Pleasant Ridge, MI 48069. 

3. Agreement to Official Rules: Participation in this Contest constitutes entrant's full and unconditional agreement to these Official Rules and Sponsor's and Administrator's decisions, which are final and binding in all matters related to this Contest. Winning a prize is contingent upon fulfilling all requirements set forth herein.

4. Timing: The Contest begins on June 2, 2009 at 12:00 p.m. Eastern Time ("ET"), ends on September 15, 2009 at 11:59 p.m. ET (the "Contest Period") and consists of four (4) phases as set forth in the chart below .

Phase	Starts at 9:00 a.m. ET	Ends at 11:59 p.m. ET
Submission	June 2, 2009	June 29, 2009
Judging	June 30, 2009	July 7, 2009
Finalist Production	August 6, 2009	August 14, 2009
Finalist Voting	August 25, 2009	September 15, 2009
Grand Prize Winner Production	October 8, 2009	October 12, 2009

Microsoft's computer is the official timekeeping device for the Contest.

5. How to Enter: During the Submission Phase, visit http://fittoboom.msnbc.msn.com and follow the links and instructions submit one (1) essay (500 words or fewer) that explains what you are passionate about doing in the next chapter of your life and why, along with one (1) photo of yourself (the "Submission"). After submitting your Submission, complete the online registration form, including a valid email address, phone number and valid home mailing address. P.O. Boxes are not permitted. Submit the completed registration to receive one (1) entry into the Contest.

For All Submissions: By uploading your Submission, you agree that your Submission conforms to the Submission Guidelines and Content Restrictions as defined below (collectively, the "Guidelines and Restrictions") and that Sponsor, in its sole discretion, may remove your Submission and disqualify you from the Contest if it believes, in its sole discretion, that your Submission fails to conform to the Guidelines and Restrictions.

Submission Guidelines:

• The essay must be in English;
• The essay must be your original work;
• The essay must be five hundred (500) words or fewer in length;
• The photo must be in JPG or PNG file format;
• The photo must be fewer than 300K in size; and
• The Submission cannot have been submitted previously in a promotion of any kind or exhibited or displayed for financial gain.  Sponsor assumes no responsibility for disputes between persons claiming authorship of the Submission.

Content Restrictions:

• The Submission must not contain material that is in violation of the MSN Code of Conduct (http://help.live.com/help.aspx?project=tou&mkt=en-us)
• The Submission must not contain material that violates or infringes another's rights, living or deceased, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement;
• The Submission must not disparage Sponsor, Administrator or any other person or party affiliated with the promotion and administration of this Contest;
• The Submission must not disparage any brand names or trademarks;
• The Submission must not contain any brand names or trademarks, other than Sponsor's or Subway's mark, for which entrant has a limited license to use for the sole purposes of creating and uploading a Submission into this Contest;
• The Submission must not contain footage, materials or any music that is not: (i) original to entrant; (ii) in the public domain; or (iii) licensed for use in the Submission;
• The Submission must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous (as determined by Sponsor in its sole discretion);
• The Submission must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; and
• The Submission must be suitable for publication in a public forum (as determined by Sponsor in its sole discretion), may not contain nudity, profanity, threats of physical violence, or material that is unlawful, in violation of or contrary to the laws or regulations in any jurisdiction where Submission is created.

For All Submissions: Limit: You may submit one (1) Submission during the Submission Phase. Submissions received from any person or email address in excess of the stated limit will be void. Submissions generated by script, macro or other automated means are void. Entrant must have permission from all individuals that appear in the Submission (if any) to use their name and/or likeness in the Submission and to grant the rights set forth herein. If requested by Sponsor, entrant must be able to provide such permissions in a form acceptable to Sponsor. Uploading a Submission constitutes entrant's consent to give Sponsor a royalty-free, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such Submissions in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for promotional or marketing purposes. If necessary, entrant will sign any necessary documentation that may be required for Sponsor or its designees to make use of the non-exclusive rights entrant is granting to use the Submission. Released Parties (as defined in Section 9, below) are not responsible for lost, late, stolen, damaged, incomplete, invalid, un-intelligible, garbled, delayed or misdirected Submissions; all of which will be void.

In the event of a dispute as to any Submission, the authorized account holder, at time of entry, of the email address used to register for the Contest will be deemed to be the entrant and must comply with these Official Rules. 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. The entrant may be required to show proof of being the authorized account holder.  

6. Finalist and Winner Determination: The Finalists and the Grand Prize winner will be determined according to the process set forth below.

(a) Judging Phase:During the Judging Phase, a panel of qualified judges determined by Sponsor in its sole discretion will select the ten (10) potential finalists (each a "Finalist") with the highest scoring Submissions from among all eligible Submissions based on the following criteria ("Judging Criteria"):

• Creativity of Submission (25% of score);
• Quality of essay and photo featured in the Submission (25% of score);
• Ability to effectively represent the Subway brand, as demonstrated through the Submission and photo (25% of score); and
• Consistency with the Contest Theme, which consists of the following four (4) components (25% of score)

1. What you're passionate to do in the next chapter of your life. And why. Be specific. How did you narrow it down to this one passion?
2. Who you plan to do it with. Your spouse, your children or grandchildren, your neighbors?
3. Why you will get the most out of life by making the choice to pursue this passion. How will it affect your physical wellbeing? How about your mental wellbeing?
4. How it might it affect others. Your family, your local community, the world around you?

In the event of a tie, the entrant whose Submission received the highest score in the Creativity Category, as determined by the qualified judges in their sole discretion, will be deemed the applicable Finalist. Sponsor and/or the qualified judges reserves the right to select fewer than the stated number of Finalists (see Section 8, below), if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Submissions.

(b) Finalist Production Phase: During the Finalist Production Phase, each Finalist will be required to work with a team of video production professionals to capture his/her essay into video format (each video a "Finalist Video"). The video production professionals will meet each Finalist at or near Finalist's place of residence to film the Finalist Video. Failure of a Finalist to meet with the video production professionals within the time period determined by Sponsor in its sole discretion will result in disqualification. Sponsor is not responsible if meeting with video production team is cancelled, delayed or postponed, in which event Sponsor will determine an appropriate course of action consistent with the intent of these Official Rules.

(c) Finalist Voting Phase: During the Finalist Voting Phase, members of the general public will be invited to view and vote for each Finalist Video based on whether or not they believe the message of the Finalist Video fits the Contest Theme. The Finalist Video that receives the highest vote tally at the end of the Finalist Voting Phase will be considered the potential Grand Prize winner, subject to final approval by Sponsor and/or the qualified judges.  Limit: Each person may submit one (1) vote per each Submission during the Finalist Voting Phase.   Multiple votes received from any person after the first vote received from that person will be void.  Participants and Finalists are prohibited from obtaining votes by any fraudulent or inappropriate means, including, without limitation, offering prizes or other inducements to members of the public, as determined by Sponsor in its sole discretion.  In the event of a tie, all tied entries will be judged by a panel of qualified judges based on the Judging Criteria, and they will select the potential Grand Prize winner.

For the Submission or Finalist Submission Phase: Any attempt by any voter to submit more than the stated number of vote by any method will void that person's Submission(s) (if any) and votes (if possible) and he/she will be disqualified from further participation in the Contest.  Use of script, macro or any other automated system to vote for Submissions is prohibited and all such votes will be void.  Released Parties (as defined in Section 9 below) are not responsible for lost, late, incomplete, garbled, delayed, invalid, unintelligible or misdirected votes, which will be void. 

7. Finalist and Winner Requirements: Each potential Finalist will be notified of his/her status on or around July 8, 2009 and will be required to sign, execute and return to Administrator an Affidavit of Eligibility, Liability and Publicity Release (the "Affidavit") within twenty four (24) hours of the time notice or attempted notice was sent in order to be considered as a Finalist.  Sponsor may, in its sole discretion, contact entrants prior to July 8, 2009 and request each to sign, execute and return to Administrator an Affidavit in order to pre-qualify each as a potential Finalist.  Each Finalist will be required to meet with video production professionals who will create the Finalist Video (per Section 6(b)).  Failure to do so may result in disqualification, subject to Sponsor and Administrator's sole discretion.  The potential Grand Prize winner will be notified by mail, email or phone on or around September 16, 2009.  The potential Grand Prize winner will be required to execute and return to Administrator, within twenty four (24) hours of the time notice or attempted notice is sent, an Affidavit in order to claim his/her prize.  During the Grand Prize Winner Production Phase, the potential Grand Prize winner will be required to meet with the video production professionals to create a final video prior to being eligible to win any prize.  Failure to do so may result in forfeiture of the Grand Prize, subject to Sponsor and/or Administrator's sole discretion.  If a potential Finalist or the potential Grand Prize winner cannot be contacted within a reasonable time period, fails to execute and return the Affidavit within the required time period, fails to meet with the video production professionals within the timeframe designated by Sponsor in its sole discretion, is not in compliance with these Official Rules, or prize or prize notification is returned as undeliverable, such person forfeits the prize.  If a potential Finalist or the potential Grand Prize winner is disqualified for any reason, the prize may be awarded to a runner-up, if any, at Sponsor’s sole discretion.  Only three (3) alternate potential Finalists and/or potential Grand Prize winners will be selected through a re-application of the applicable process set forth in Section 6, above, after which, if no Grand Prize is awarded, the applicable opportunity or prize will remain un-awarded.  Acceptance of any Finalist opportunity or prize shall constitute and signify Finalist's and/or winner’s agreement and consent that Sponsor and its designees may use the winner’s, name, city, state, likeness, photo, Submission, Finalist Video and/or prize information for promotional, advertising or other purposes, worldwide, in any and all media now known or hereafter devised, including the Internet, without limitation and without further payment, notification, permission or other consideration, except where prohibited by law.  Without limiting the generality of these Official Rules, the Finalist and/or winner shall irrevocably grant, transfer, convey and assign to Sponsor the entirety of the rights in and to the Submission, Finalist Video and all renewals and extensions of copyright, and the right to secure copyright registrations thereto in perpetuity including, without limitation, the rights to use the Submission and Finalist Video for any and all purposes in any and all media whether now known or hereafter developed, on a worldwide basis, in perpetuity. The Finalist and/or winner accepts and acknowledges that Sponsor shall not be obligated to use the Submission and Finalist Video and that Sponsor in its sole discretion shall have the right to refrain from using the Submission and Finalist Video.  Sponsor shall not incur any liability whatsoever to the extent Sponsor chooses to refrain from any exploitation of its rights hereunder. The Finalist and/or winner will indemnify Sponsor, Released Parties (as defined in Section 9, below) and any licensee of Sponsor against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms.  The Grand Prize will be fulfilled approximately eight (8) to ten (10) weeks after the conclusion of the Contest.

8. Prizes: ONE (1) GRAND PRIZE: A prize package including (a) a sum of $20,000 that winner can use to go after his/her dream; (b) an additional sum of $8,400 that winner can use to pay a portion of the taxes associated with prize receipt and/or use; and (c) a session with a life coach of Sponsor's choice. Approximate Retail Value: $33,900.  The prize and its components are non-transferable and no substitution will be permitted unless Sponsor, in its sole discretion, determines otherwise.  Sponsor reserves the right to substitute the prize (or portion thereof) with one of comparable or greater value, at its sole discretion.  The winner is responsible for all federal, state and local taxes and any other costs, expenses or fees associated with prize acceptance and/or use not specified herein as being provided.  All prize details are at Sponsor’s sole discretion.

9. Release: By participating, entrant agrees to release and hold harmless the Sponsor, Doctors Associates Inc., Subway Franchisee Advertising Fund Trust Ltd. (“SFAFT”), Subway restaurants, Microsoft Corporation, Administrator and their respective subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and prize suppliers, and each of their respective parent 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 Contest or receipt or use or misuse of any Submission or prize.

10. General Conditions: Sponsor reserves the right to cancel, suspend and/or modify the Contest, or any part of it, if any fraud, technical failures or any other factor impairs the integrity or proper functioning of the Contest, as determined by Sponsor in its sole discretion.  If terminated Sponsor may, in its sole discretion, determine the winner from among all non-suspect, eligible Submissions received up to time of such action using the judging procedure outlined above.  Sponsor, in its sole discretion, reserves the right to disqualify any individual it finds to be tampering with the Submission process or the operation of the Contest or to be acting in violation of these Official Rules or those of any other promotion or in an unsportsmanlike or disruptive manner and void all associated Submissions.  Any attempt by any person to deliberately undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages and other remedies (including attorneys’ fees) 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: Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by entrant, printing, typographical or other errors or by any of the equipment or programming associated with or utilized in the Contest; (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 Submission process or the Contest; (4) printing, typographical, technical, computer, network or human error which may occur in the administration of the Contest, the uploading, the processing or judging of Submissions or votes or the tabulating of votes, the announcement of the prizes or in any Contest-related materials; (5) late, lost, undeliverable, damaged or stolen mail; or (6) 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 Contest or receipt or use or misuse of any Submission or prize (including any travel/activity related thereto).  Released Parties are not responsible for misdirected or undeliverable Submissions or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof.  Released Parties are not responsible for any unauthorized third party use of any Submission.

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 Contest 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 Contest, 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 Contest, 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), Sponsor's Privacy Policy (http://www.subwayfreshbuzz.com/docs/privacy.asp) and Microsoft's Privacy Policy (http://go.microsoft.com/fwlink/?LinkId=74170).

14. Winner List: Winner List requests will only be accepted after the promotion end date (listed above) and no later than January 16, 2010.  For the Winner List, send an email with subject line: "SUBWAY® ‘Refresh Your Life’ Contest, Winner List Request," to WinListRequests@eprizefulfillment.com.

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