‘What Do You Care About TODAY’ official rules

May 27, 2010, 7:18 PM UTC

TODAY and the Pepsi Refresh Project will give one nonprofit organization a $100,000 grant through the "What Do You Care About TODAY?" contest.

Below are the official rules.

Voting Rules and Procedures

These Voting Rules and Procedures are subject to change at any time at the sole discretion of The Today Show (“Today” or the “Show”). Void where prohibited.

Voting is simple and easy. To vote, watch/tune in to the Show on NBC and follow the on-air instructions to vote online. Check your local listings to see when the Show airs in your area. Voting will be conducted pursuant to these Voting Rules and Procedures and any such other rules and procedures as Today may from time to time designate.

Eligibility: You must be 18 years of age or older to submit your vote (“Vote”).” You must be a permanent legal resident of the United States or the District of Columbia. Votes must be cast by the authorized account holder of the cell phone or email account from which the Vote is made

Voting Period and Restrictions: Voting is open from the time the Voting period (“Voting Period”) is announced on-air and/or on the Show web site at www.todayshow.com (the “Web site”) until the deadline announced on-air and/or on the Web site. Voting is currently limited to one (1) vote per person during the Voting Period (regardless of method), but Today reserves the right to change the limit on the number of Votes, in its sole discretion. Notification regarding any such change will be announced on-air and/or posted on the Web site.

How to Vote Online: Log onto the Web site and view the Voting choices available during the applicable Voting Period. You may submit your Vote during the Voting Period by clicking your choice, clicking "Submit Vote" and then clicking "yes" to confirm your vote. The designation "*Your pick" will show up under the video player confirming your selection.

General Conditions: Today has the right, in its sole discretion, to void any Vote that appears, to have been made by a person not meeting the eligibility requirements set forth above, or to be an automated or duplicate Vote, and has the right to permanently disqualify from any Voting any person it believes has violated these Voting Rules and Procedures. If for any reason the Voting is not capable of being run or implemented as planned, including, but not limited to, as the result of infection by computer viruses or bugs, tampering, unauthorized intervention, fraud, or any other cause which is likely to, or actually corrupts or affects the administration, security, fairness, integrity, or proper conduct of the Voting, then Today reserves the right, in its sole discretion, to withdraw the transmission of any Vote and/or to terminate or suspend the Voting at any point and declare the Voting results based upon the valid Votes received up to that point. In the event of technical difficulties with the Voting, including, but not limited to, mobile or Internet service interruptions, Today reserves the right to review the Votes for accuracy and to take any appropriate action, including, without limitation, voiding the Votes cast during the time period in which such technical difficulties occurred. Today, NBC Universal, Inc., their respective parents, affiliates, subsidiaries, and advertising and promotion agencies, any other entity involved in the development or administration of the Voting, and each of their respective directors, officers, employees and assigns (collectively the “Released Parties”) are not responsible for any computer, network, technical, electronic, human or other errors or problems of any kind, for any injury or damage to participants or to any person’s computer or mobile phone relating to or resulting from Voting or downloading materials or software in connection with the Voting, or for Votes that are stolen, misdirected, garbled, delayed, lost, or late. By participating, each individual agrees to release and hold the Released Parties harmless against any and all claims and liability of any kind arising in whole or in part, directly or indirectly, out of their participation in the Voting.

Caution: Any attempt by you or any other individual to deliberately damage any online service, mobile phone service, or web site, tamper with the Voting process, or otherwise undermine the legitimate operation of the Voting is a violation of criminal and civil laws and should such an attempt be made, Released Parties reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law.

Disputes: THESE RULES, AND SUBMISSION OF YOUR VOTE, ARE GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE FORUM AND VENUE FOR ANY DISPUTE SHALL BE IN NEW YORK, NEW YORK. IF THE CONTROVERSY OR CLAIM IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, IT SHALL THEN BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC., IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF (“JAMS RULES”). THE JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN NEW YORK. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH WILL BE CONDUCTED IN THE COUNTY OF NEW YORK. THE REMEDY FOR ANY CLAIM SHALL BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL ANY PARTY BE ENTITLED TO RECOVER PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ATTORNEY’S FEES OR OTHER SUCH RELATED COSTS OF BRINGING A CLAIM, OR TO RESCIND THIS AGREEMENT OR SEEK INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF.

Nominating Rules and Procedures

PRELIMINARY INFORMATION: NO PURCHASE NECESSARY. Void where prohibited. Today’s “What Do You Care About Today” Contest (the “Contest”) will begin on May 28, 2010 at 8:30 am ET and end on June 11, 2010 at 9:00 pm ET am ET (“Contest Period”). The Contest will be run in conjunction with The Today Show (“TODAY” or the “Show”), which airs weekdays at 7:00 am ET on NBC. All times in this Contest refer to Eastern Time (“ET”). Contest is subject to all applicable federal, state and local laws.

INTRODUCTION: The Contest is intended for online participation by persons in the United States only and is subject to the laws of the United States. The Program is sponsored by TODAY located at 30 Rockefeller Plaza, New York, NY 10112.

The Contest is divided into two (2) phases:

1. From 8:30 am ET on May 28, 2010, through 9:00 pm ET on June 11, 2010 (“Nomination Period”), Nominators (as defined below) are invited to submit a Nomination (as defined below) on behalf of a not-for-profit organization that they are affiliated with or a not-for-profit organization that inspires them. Nominations will be reviewed on a rolling basis. The Nominations that meet the eligibility criteria set forth in these Official Rules (“Eligible Nominations”) will be evaluated based on the Judging Criteria (as defined below) by a panel of qualified judges, resulting in a selection of four (4) finalist Nominations (“Judging Phase”); and

2. From 8:30 am on June 28, 2010, through 9:00pm ET on July 1, 2010, (“Voting Period”), the public will be invited to vote on the four (4) finalist Nominations by choosing the Nomination that best represents the Judging Criteria (defined below).

NOMINATOR ELIGIBILITY: Open only to permanent, legal U.S. residents who are physically residing in one (1) of the forty-eight (48) continental United States or the District of Columbia (excluding Alaska, Hawaii, Puerto Rico, Guam, the Virgin Islands and other United States territories), who are eighteen (18) years of age or older and of the age of majority in their state of residence as of the start of the Contest Period. Officers, directors and employees of Contest Entities (as defined below), members of these persons’ immediate families (spouses and/or parents, children, and siblings, and their spouses, regardless of where they reside), and/or persons living in the same households as these persons (whether or not related thereto) are not eligible to submit Nominations for the Contest. Contest Entities, as referenced herein, shall include TODAY, NBC Universal, Inc., and their respective parent, subsidiary, and affiliate companies, administrative, advertising, and promotion agencies, and any other entity involved in the administration, promotion, or implementation of the Contest. TODAY reserves the right to exclude anyone convicted of a crime (other than moving violations of a misdemeanor type that did not involve personal injury, drugs or alcohol). Nominators must have nothing in their background that would be an embarrassment to Sponsors, and Nominators may not be elected officials or currently running for any political office (local, state or federal). Nominators must be willing to sign a publicity release and an affidavit attesting that they meet all of the foregoing eligibility requirements and send this affidavit/publicity release with their Nomination as required or otherwise at Sponsor’ request. Nominator must obtain the permission of the non-profit organization (“Nominee Organization”) that he/she intends to nominate prior to doing so and such Nominee Organization must meet the eligibility requirements of the Contest as outlined in these Official Rules. Sponsors reserves the right to disqualify Nominators (and their related Nomination) for not meeting any of the requirements outlined in these Official Rules or for any other reason, in Sponsors’ sole discretion.

NOMINEE ORGANIZATION ELIGIBILITY: Each Nominee Organization must be (1) nominated by an eligible Nominator, (2) a not-for-profit/charitable organization that meets the requirements for 501(c)(3) status (and has obtained such status prior to the submission of the related Nomination) as set forth in the United States Internal Revenue Code, (3) legally approved/recognized (as required by law) in the state in which it operates and (4) physically located and operating in one (1) of the forty-eight (48) continental United States or the District of Columbia (excluding United States or the District of Columbia (excluding Alaska, Hawaii, Puerto Rico, Guam, the Virgin Islands and other United States territories). Upon request, each Nominee organization must submit proof of its 501(c)(3) status by providing a certificate of incorporation or other requested documents, including those related to approval by the state in which it operates meet the following criteria: Any Nominee Organization that does not satisfy the above criteria will not be deemed an Eligible Nomination and will, therefore, not move forward to the Judging Phase of the Contest. Nominee Organizations must agree that, if selected as a Finalist (as defined below), a representative of the Nominee Organization will be made available (at TODAY’s request) to travel to New York City on dates chosen by TODAY which are subject to change in the sole discretion of TODAY. Nominee Organizations can be nominated by more than one (1) Nominator, and each Nomination will be reviewed separately; however, an Eligible Nomination cannot be featured in more than one (1) finalist Nomination.

HOW TO ENTER: During the Contest Period, access the Today Show website at www.todayshow.com the (“Website”) and follow the provided instructions to complete and thereafter submit the online nomination form (“Nomination Form”), which includes the Nominator’s name, address, telephone numbers (daytime and evening), email address and birth date as well as the name, address, and telephone number of the Nominee Organization you wish to nominate (collectively, “Nomination”). As a part of your Nomination you will also be required to submit an original essay of no more than five hundred (500) words that is written by you, true and verifiable and in the English language (“Essay”), telling us about the Nominee Organization you wish to nominate (including all relevant contact information) and answering the following question: What is the non-profit organization doing in your community that is great, moves the world forward and positively affects or helps others? The Essay must indicate whether you are an individual submitting a Nomination on behalf of a Nominee Organization that you work for/run/represent or on behalf another Nominee Organization unrelated to you/your cause that simply inspires you. As part of your Nomination, you must also submit ONE of the following additional materials: (1) a video in the English language (the “Video; OR (2) a photo reflecting the work of the Nominee Organization (“Photo”), either of which should help to illustrate the Essay, by using the upload option according to the instructions on the Website. You may submit your Video in one of the following electronic formats: QuickTime (.mov) or Windows Media Video (.wmv) files. Video must be no larger than 15mb in size and no longer than sixty (60) seconds in length. If your Video is longer than sixty (60) seconds in length, only the first sixty (60) seconds will be reviewed. You may submit only one (1) Photo and Photo must be in jpeg format. Photo must have been taken within one (1) year of the start of the Contest Period. You must have the permission of all persons (or their parent or legal guardian if such person is a minor in their state of residence) appearing in your Photo and/or Video before you to submit your Photo and/or Video. The Essay, and the Video and/or Photo, if any, shall be collectively referred to herein as the “Submissions”. All Nominations must be submitted by June 11, 2010, at 9:00pm ET.

Limit one (1) Nomination per person/household/email address for the duration of the Contest Period. All Nominations become the property of TODAY, and will not be acknowledged or returned. The same Nominee Organization may be featured in multiple Nominations. Multiple Nominations received from any person or for any Nominee Organization will void all such additional Nominations and only the first eligible Nomination received from such person/household/email address will be eligible for Nomination.

You must submit the Essay and either a Photo OR Video as part of your Nomination to enter and be eligible for the Contest. You must have the permission of the Nominee Organization and any person that you identify or otherwise refer to in your Submission(s). By entering, you agree that you created the Submission(s) and that you have obtained any required permissions to submit your Submission(s) and Nomination to the Contest subject to the terms of these Official Rules. Your Submission(s) must be original, truthful, unpublished, created solely by you, must not have been submitted in any other competition, and must not include any music, singing, photos, film or other images that are not originally taken or created by you and must not infringe upon any rights of any third party, including but not limited to copyright, trademark and right of privacy and publicity. There must not be any background containing artwork or recognizable commercial logos in the Photo or Video (if any), or any inappropriate or offensive materials in the Submission(s). Nominations that are incomplete, illegible, garbled, late, damaged, or corrupted are void and will not be accepted. By entering, you agree that your Submission(s) and any other portion of your Nomination may be broadcast on TODAY and in promotions and advertisements for TODAY. In case of a dispute over the identity of a Nominator who submitted a potentially winning Nomination, TODAY reserve the right to deem that the Nomination was submitted by the registered subscriber of the email address submitted at the time of Nomination.

By entering the Contest, Nominator grants TODAY the non-exclusive, royalty-free, and irrevocable right to use, reproduce, copy, publish, display, distribute, perform, translate, adapt, modify, edit (including for length) and otherwise exploit the Nominator’s Submission(s) and to incorporate the Submission(s) in other works in any and all markets and media now or hereafter known worldwide in perpetuity without additional compensation, notification, permission or approval. Nominators warrant that they have the sole and exclusive right to grant such rights to TODAY and that TODAY’s reproduction, publishing, displaying, and/or other use of their Nomination/Submission(s), or any portions thereof will not infringe on any rights of third parties, including, without limitation, copyright, trademark, defamation, privacy, or publicity, or create claims for false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract.

Nominations/Submission(s) CANNOT to any degree suggest legalization of any illegal drugs/activity, prostitution or pornography or other illegal activities or goods; challenge, lobby for or seek to change current laws, enact any new laws or overthrow of any government; suggest or encourage the taking up of arms against any person, government or entity; discriminate against, disparage or denigrate any race, age, gender, disability, sexual orientation, ethnicity, religion, political orientation, national origin, ancestry, marital status, veteran status or mental or physical disability; disparage or denigrate a product, service, person, company or organization including, but not limited to, TODAY; encourage the cessation of or act to negatively impact a business or enterprise; promote alcohol, illegal drugs or activity, tobacco, firearms/weapons, prostitution or pornography; contain any profanities, be overtly sexual, suggest an intent to abuse or suggestions of violence; involve religious advocacy, proselytizing – acts and intentions to advance a religious denomination or expand membership or encourage conversion; involve political advocacy – acts and intentions to advance a particular political party, candidate or to support lobbying for any particular party, candidate and/or cause, or to expand membership or to encourage membership for a particular political party, candidate or lobbying effort; describe a project that directly or principally benefits the Nominator/Nominee Organization or any other specific individual (as opposed to the identified community as a whole); feature or reference any third party commercial products and/or company trademarks, logos, brands or endorsements (including but not limited to third party logos on street scenes, panoramic views, vehicle license plates, clothing such as t-shirts, hats, etc.) without permission and contain materials embodying the names, likenesses, photographs, or other identifying elements of any person, living or dead without permission; contain any copyrighted works (other than those owned by the Nominator or those used with permission).

Any Submission(s) or Nominations that do not comply with these Official Rules or meet TODAY’s standards for any reason, as determined by TODAY in its sole discretion, may be disqualified/ineligible for consideration at any time and will then not be posted for voting for the applicable Voting Period. TODAY (and/or its designated agent(s)) in its sole and absolute discretion, makes the final determination as to which Nominations are accepted and considered Eligible Nominations and which may be considered for inclusion in the Voting Period, on the Website and/or be eligible to receive the Prize (defined below). From time to time during the Contest Period, TODAY may, in its sole and absolute discretion, choose to feature certain recent Nominations/Submission(s) on the Website and/or in advertising materials. Being featured on the Website and/or in advertising materials in no way impacts the likelihood of success of the Nominee Organization becoming the potential Winner (as defined below) of the Contest nor does the inclusion of the Submission(s) or Nominations on the Website and/or in advertising materials indicate that Sponsorss deem the Submission(s) or Nomination to be a good example, nor does it indicate TODAY's preference for/endorsement of the Submission(s) and/or the subject matter of the Submission(s). Nominations must comply with all applicable laws, rules, and regulations. Nominator also warrants that he/she has obtained written permission when filming on private property not owned or controlled by Nominator, where such permission is required. Upon request, you must provide TODAY with signed releases from the owners of any private property where you filmed. TODAY shall have no obligation to copy, publish, display, or otherwise exploit the Submission(s).

SELECTION AND NOTIFICATION OF THE FINALISTS: Qualified judges selected by TODAY (“Judges”) will review the Eligible Nominations received during the Contest Period and select up to four (4) Nominee Organizations as finalists (each, a “Finalist”), based equally on the following judging criteria (the “Judging Criteria”):, Evidence that Nominee Organization Is Making A Difference (40%), Potential For Nominee Organization To Positively Affect/Help Others (40%), Creativity (10%), and Originality (10%). The Nomination selection and review process may occur on a continuing and rolling basis as Nominations are received. Judging will be based on the Submission(s) as well as any telephone or personal interviews or other solicitations for more information that TODAY may elect to conduct with some or all Nominee Organizations. Representatives of TODAY will contact potential Finalists- the Nominee Organizations whose Nominations received the four (4) highest scores from the Judges- using the phone number and/or email address submitted at the time of nomination. If a potential Finalist does not respond within twenty-four (24) hours of the initial contact or does not meet any of the requirements outlined in these Official Rules each as determined by TODAY in its sole discretion, such Nominee Organization may be disqualified and TODAY may, in its sole discretion, select the runner-up Nominee Organization with the next highest scores based on the Judging Criteria as an alternate potential Finalist. Finalists will be announced during the Show, on or about June 28, 2010. Potential Winner (as defined below) must agree to make Nominee Organization/Nominee Organization representative available to be in New York at any point between June 28, 2010 to July 2, 2010, or on such other dates as designated by TODAY in its sole discretion. Potential Finalist must agree to appear live on TODAY and to otherwise be available to be videotaped and/or interviewed by TODAY, at the Nominee Organization, or in the broadcast studio in New York (or in another location selected by TODAY in its sole discretion). Each potential Finalist must agree to keep in strictest confidence and not to disclose to any person, including other Nominee Organizations, or any other third party, any information whatsoever concerning the fact that they are potential Finalists, until the Finalists are announced publicly on the Show. TODAY reserves the right to select fewer than four (4) Finalists, extend the Contest Period, or cancel the Contest, if an insufficient number of eligible, complete, tasteful, appropriate, or generally qualified Nominations are received by TODAY as determined by TODAY in its sole discretion.

All potential Finalists will be selected subject to verification of eligibility and compliance with the terms of these Official Rules. The Nominations of Finalists and other relevant information as determined by TODAY in its sole discretion will be posted to the designated section of the Website and one (1) potential winner (the “Winner”) will be chosen from among the Finalists as determined by online/text voting (as described below). NOTE: Unless the Nominator is also the Nominee Organization, the potential Winner will be the Nominee Organization, not the Nominator, and such Nominee Organization must satisfy all applicable eligibility requirements as outlined in these Official Rules, including the execution of any necessary documents as determined by Sponsor in its sole discretion, or Prize (as defined below) may be awarded to the runner-up Finalist that received the next highest number of votes during online/text voting, as determined by TODAY in its sole discretion.

Please note that certain individuals who represent the Finalists may be required to undergo a background check conducted by TODAY and, if necessary, to sign waiver forms authorizing the release of their personal and background information, or Finalist status may be forfeited.

Any ties during the judging or online/text voting stages of the Contest will be broken by an additional tie-breaking Judge using the Judging Criteria to determine which of the tied Nominee Organizations will advance to the online/text voting stage or be declared the potential Winner, as applicable.

SELECTION AND NOTIFICATION OF WINNER: On or about June 28, 2010, each Finalists’ Essay, Video and Photo, if any, and clips from the Finalists’ appearance on the Show, if any, and any other relevant information as determined by TODAY in its sole discretion, will be posted on the Website for public viewing and voting. The Finalist who receives the most votes during the designated voting period, as determined by TODAY in its sole discretion, will be the potential Winner subject to verification of eligibility. Representatives of TODAY will contact potential Winner using the phone number and/or email address submitted by Nominator at the time of Nomination. The Winner will be announced on or about July 2, 2010 during the Show between approximately 8:00 am ET and 9:00 am ET and awarded the prize (“Prize”). Potential Winner must agree to make a representative available to be in New York between July 1, 2010 and July 2, 2010, or on such other dates designated by TODAY in its sole discretion. Potential Finalist must agree to appear live on TODAY and to otherwise be available to be videotaped and/or interviewed by TODAY, at the Nominee Organization, or in the broadcast studio in New York (or in another location selected by TODAY in its sole discretion). Winner will be required as a condition of continued eligibility to complete and sign an Affidavit of Eligibility, Waiver of Liability, and, except where prohibited, Publicity Release (collectively, “Contest Documents”) within three (3) days of such notification. Noncompliance within this time period will result in disqualification. If the potential Winner cannot be reached or if he/she is found to ineligible, if he/she cannot or does not comply with the foregoing requirements and these Official Rules, if his/her prize or prize notification is returned as undeliverable, or if he/she does not satisfactorily execute all of the Contest Documents, potential Winner will be disqualified and TODAY will award the Prize to the runner-up Finalist who received the next highest number of points from the Judges based on the Judging Criteria above. The decisions of the Judges and TODAY are final and binding.

Nominee Organizations agree that TODAY may record and broadcast TODAY advising the potential Finalists/Winner that they have been selected as Finalists and/or the Winner in TODAY’s sole discretion. TODAY reserves the right to make public personal information about the Nominator/Nominee Organizations on-air, prior to, during, or following the Contest. Potential Winner must agree to keep in strictest confidence and not to disclose to any person, including other Nominee Organizations, or any other third party, any information whatsoever concerning the fact that they are a potential Winner until the Winner announcement is made publicly on TODAY. TODAY reserves the right to select no Winner, to extend the Contest Period, or cancel the Contest, if an insufficient number of eligible, complete, tasteful, appropriate, or generally qualified Nominations are received by TODAY as determined by TODAY in its sole discretion.

RECORDING: If TODAY, in its sole discretion, elect to tape the announcement of the Finalists and/or the Winner and incorporate the audio and video recording of the announcement and/or the performance (each a “Recording”) into the Show or other television shows, the taping and/or the Recordings will not be considered an employment opportunity, and the participants in any such Recording will not be entitled to compensation or credit therefor. The nature of the Recording, if any, will be determined by TODAY in its sole discretion. If the Recording is broadcast, such broadcast will be at a time, for a length of time, and on a date determined by TODAY in its sole discretion. Finalists will be required to return completed and signed appearance releases, confidentiality agreements and such other documents as may be required by TODAY prior to participation in a taping of the Show, if any. Failure of a Finalist to complete and execute these documents in a timely manner, as determined by TODAY in its sole discretion, may cause the Finalist’s designation as a Finalist to be forfeited. The content of the Recording as, and if, finally exhibited and the number of exhibits and re-airs thereof, if any, will be determined by TODAY in its sole discretion. Grand Prize Winner will have no right of review, notice, or approval of the content of the Recording or any exhibition or exploitation thereof. TODAY has the right, in its sole discretion, to disqualify any participant from the taping of the Show, if any, at any time, if such participant’s behavior is deemed by TODAY to be disruptive or if it may or does cause damage to person, property, or reputation of TODAY or if it otherwise violates the policies of TODAY, or if a participant does not follow the directions of TODAY at all times. These Official Rules and the Contest itself are neither a contract nor an application for employment.

ONLINE/TEXT VOTING: Beginning on or about June 28, 2010, at 8:30am ET and ending on or about July 1, 2010, at 9pm ET, (the “Voting Period”) or on such other dates and at such other times as determined by TODAY in its sole discretion, visitors to the Website may vote for their favorite Finalist (as applicable) according to the voting rules and procedures established by TODAY, which will be posted on the Website. At the start of Voting Period, each Finalist’s information (as applicable) will be posted on the Website in a randomized manner. After viewing the Finalist’s information, visitors may vote for their favorite Finalists by following the provided instructions or via text messaging as instructed by TODAY. The Voting Period, voting rules and procedures and voting methods are subject to change, at TODAY’s sole discretion, and any changes will be posted on the Website. Voting shall be limited to one (1) vote per person per method (online or text message) during the entire Voting Period, but TODAY reserve the right to change the limit on the number of votes, in its sole discretion. Notification regarding any such change will be announced on-air and/or posted on the Website.

PRIZE: There will be one (1) Prize awarded consisting of one hundred thousand dollars ($100,000) in cash awarded as a check made payable to the winning organization (or in such other form as TODAY may determine in its sole discretion) to be used to further the organizations goals. Winner will receive an IRS Form 1099 from Prize supplier for the total ERV of Prize for the calendar year in which such Prize was won. There may be tax implications for Winner in connection with Prize. Winner must consult with its legal/tax advisor to determine potential tax liability, if any, in connection with receiving Prize as part of this Contest. If there is any tax liability, it will be the sole responsibility of Winner. TODAY will determine all Prize details in its sole discretion. TODAY reserves the right to substitute the Prize (or Prize element) of comparable or greater value for any reason at TODAY’s sole discretion. All taxes and other unspecified expenses, costs, or fees associated with the acceptance and/or use of a Prize are the sole responsibility of Winner. Prize cannot be transferred by Winner and is valid only for the items detailed above, with no substitution of Prize by Winner. If Prize is unclaimed within a reasonable time as determined by TODAY in its sole discretion, the Prize will be awarded to the runner-up Finalist who received the next highest number of votes during the Voting Period as determined by Sponsor in its sole discretion.

CONDITIONS: By entering the Contest, each Nominator agrees for Nominator and for Nominator’s heirs, executors and administrators (a) to release and hold harmless TODAY, NBC and their parents, subsidiaries, affiliates, respective officers, directors, and employees (collectively, “Released Parties”) from any liability, illness, injury, death, loss, litigation or damage that may occur, directly or indirectly, whether caused by negligence or not, from such Nominator’s participation in the Contest (including any travel related thereto); (b) to indemnify Released Parties from any and all liability resulting or arising from the Contest and to hereby acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize, including express warranties provided exclusively by the prize supplier that are sent along with a prize; (c) to the posting of such Nominator’s name on the Website and the use by Released Parties of such name, voice, image, and/or likeness in any and all media now or hereafter known without additional compensation, notification, permission or approval and, upon request, to the giving of consent, in writing, to such use; and (d) to be bound by these Official Rules and to waive any right to claim any ambiguity or error therein or in the Contest itself, and to be bound by all actions of TODAY and Judges, whose decisions are final and binding. Failure to comply with these conditions may result in disqualification from the Contest.

ADDITIONAL TERMS: TODAY reserves the right to terminate the Contest or permanently disqualify from any promotion any person they believe has intentionally violated these Official Rules. Any attempt to deliberately damage the Contest or the operation thereof is unlawful and subject to legal action by TODAY, who may seek damages to the fullest extent permitted by law. TODAY reserves the right to cancel, suspend or modify the Contest or any element thereof (including, without limitation, these Official Rules) without notice in any manner and for any reason (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in these Official Rules). In the event of cancellation, modification or suspension, TODAY reserves the right to select Finalist(s), and/or a Winner, as applicable, and award the Prize in its sole discretion from among all eligible, non-suspect Nominations received prior to the time of the event warranting such cancellation, modification or suspension based on the Judging Criteria described above. Notice of such cancellation, modification or suspension will be posted on the Website. TODAY may prohibit any Nominator/Nominee Organization or potential Nominator/Nominee Organization from participating in the Contest, if such person or entity (as applicable) shows a disregard for these Official Rules; acts with an intent to annoy, abuse, threaten, or harass any other Nominator/Nominee Organization, TODAY or agents or representatives of TODAY; or behaves in any other disruptive manner (as determined by TODAY in its sole discretion).

The failure of TODAY to comply with any provision of these Official Rules due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities (excepting compliance with applicable codes and regulations), or other “force majeure” event will not be considered a breach of these Official Rules.

Released Parties assume no responsibility for any injury or damage to Nominator’s or to any other person’s computer relating to or resulting from entering or downloading materials or software in connection with the Contest. Released Parties are not responsible for telecommunications, network, electronic, technical, or computer failures of any kind; for inaccurate transcription of entry information; for errors in any publicity, promotional, advertising or marketing materials or in these Official Rules; for any human or electronic error; or for Nominations that are stolen, misdirected, garbled, delayed, lost, late, damaged, returned, corrupted or postage due.

DISPUTES: THE CONTEST IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE FORUM AND VENUE FOR ANY DISPUTE SHALL BE IN NEW YORK, NEW YORK. IF THE CONTROVERSY OR CLAIM IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, IT SHALL THEN BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF (“JAMES RULES”). THE JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN NEW YORK. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH WILL BE CONDUCTED IN THE COUNTY OF NEW YORK. THE REMEDY FOR ANY CLAIM SHALL BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL ANY PARTY BE ENTITLED TO RECOVER PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ATTORNEY’S FEES OR SUCH RELATED COSTS OF BRINGING A CLAIM, OR TO RESCIND THIS AGREEMENT OR SEEK INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF.

WINNER ANNOUNCEMENT: For the name of the Winner, available after July 2, 2010, visit www.todayshow.com.