SHINE A LIGHT from American Express and NBC Universal Program Rules

SHINE A LIGHT from American Express and NBC Universal, Inc. (the "Program") is a promotional program 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 American Express Travel Related Services Company, Inc., 200 Vesey Street, New York, NY 10285 ("American Express") and NBC Universal, Inc. 30 Rockefeller Plaza, New York, NY 10112 ("NBCU"; NBCU and American Express are collectively referred to as "Sponsors", or "we," "us" or "our").

How it works

The Program starts August 18, 2009 and ends October 16, 2009 ("Program Period"), and is divided into three phases:

(1) Nomination Phase,from August 18, 2009, 8:00 AM ET through September 13, 2009, 11:59 PM ET ("Nomination Period"), during which registered users are invited to: (A) share an inspiring story about a small business ("Nomination") that (i) has devised a new way of working in order to survive tough times ("Innovation"), (ii) still finds ways to give back to the community, even when staying afloat is a challenge ("Community"), and (iii) continually demonstrates a "customer first" mentality, and during challenging times recognizes that connections are more important than ever ("Customer Service"; the foregoing three elements are collectively referred to as the "Judging Criteria"); and/or (B) endorse a Nomination by clicking on [the spotlight icon].

(2) Judging Phase,from September 14, 2009 through September 23, 2009 ("Judging Period"), during which Nominations that meet the eligibility criteria set forth below ("Eligible Nominations") will be evaluated based on the Judging Criteria by a panel of internal judges initially and then by three independent judges, resulting in a selection of three finalist Nominations.

(3) Voting Phase, from September 24, 2009 through October 16, 2009 ("Voting Period"), during which registered users will be invited to vote on the three finalist Nominations by choosing the Nomination that best represents all three Judging Criteria.

Please see the "Who can register" and "How to register" sections below for information on becoming a registered user. The posting of any Nomination on the Program website does not guarantee advancement to the Judging Phase.

Eligible Nominations

Eligible Nominations must meet the following criteria:

• Nomination must be submitted by a registered user and received during the Nomination Period;
• The business featured in the Nomination ("Nominated Business") must meet the small business eligibility requirements set forth below ("Eligible Business")
• Nomination must receive the support of a minimum of 50 registered users who provide ratings.
• The submitter of the Nomination ("Submitter") and the Nominated Business must send the signed Submission Agreement and Participation Agreement, respectively, by email (as a pdf) to iVillageSweepstakes@nbcuni.com or fax to 949-242-2770 If the Submitter is also the owner of the Nominated Business, the Submitter must submit both the Submission Agreement and the Participation Agreement.
• The Nominated Business must not be owned by, nor have any member of its board or any investor who is an employee, or an immediate family member (i.e., spouse, parent, sibling, dependent, or spouse of parent, sibling or dependent, regardless of where he/she lives) or household member (whether or not related) of an employee, of Sponsors and Sponsor Parties (as defined below).

Any Nomination that does not satisfy any one of the above criteria will not advance to the Judging Phase.

Eligible Businesses must meet the following requirements:

• Private, independently-owned and operated business
• Organized for profit and operates primarily in the U.S.
• Has no more than 100 employees with revenues under $10 million
• Accept American Express Cards

Who can register, endorse and vote

Any legal resident of the 50 United States or the District of Columbia, at least 18 years of age with a valid email address can register, endorse a Nomination and vote for the winning Nomination.

Who can submit a Nomination

Any registered user, except an employee, or an immediate family member (i.e., spouse, parent, sibling, dependent, or spouse of parent, sibling or dependent, regardless of where he/she lives) or household member (whether or not related) of an employee, of Sponsors or any of their respective parent, subsidiary or affiliated companies, or any advertising or promotion agencies, independent contractors or promotion partners of Sponsors or talent directly involved with the Program (collectively, the "Sponsor Parties"). A Submitter can be the owner of a Nominated Business.

How to register

To register, go to http://www.nbc.com/shinealight and complete the registration form at any time during the Program Period according to the provided instructions. You will be asked to provide your email address, your date of birth and other information and to create a username and password. You are solely responsible for maintaining the confidentiality of your password. Any activity or action taken with your username and password, whether authorized or unauthorized, will be attributed to you and you will be solely responsible for such activity or action. By registering, you are acknowledging your acceptance of, and agreement to be bound by, these Program Rules.

How to submit a Nomination

To submit a nomination, go to http://www.nbc.com/shinealight during the Nomination Period and complete the online submission form. Prior to completing the submission, you will be asked to read and agree to the Submission Agreement http://www.ivillage.com/rules/0,,fv923pn6,00.html You will not be able to complete your submission unless you acknowledge your agreement to the Submission Agreement. Each registered user will be permitted to submit only one Nomination.

You must obtain the permission of the Nominated Business before submitting the Nomination. We will notify the Nominated Business of the Nomination by email ("Nomination Notification"), and take down the Nomination without notice to you should the Nominated Business request such removal. Additionally, if you upload a logo, photograph, or video of the Nominated Business, we will not post such files (even if the text portion of the Nomination is posted) unless the Nominated Business affirmatively consents to the posting of such files by email to us following receipt of the Nomination Notification.

Submission guidelines

In addition to the terms and conditions set forth in the Submission Agreement, each Nomination must comply with the following guidelines: 1. It must be in English (with the exception of single words or short terms from other languages, which are permissible as long as their meaning is evident in the sole discretion of Sponsors); 2. Any video file uploaded with the Nomination cannot contain any music; 3. It cannot contain any offensive, obscene or sexually suggestive material, propaganda, potentially misleading information, or defamatory or disparaging material about other people or companies, or endorse any form of hate or hate group or terrorist activity, or discriminate on the basis of race, religion, creed, national origin, disability, handicap, age, sexual orientation, marital status, veteran status, or any other basis prohibited by law, as determined in the sole discretion of Sponsors; 4. It cannot directly promote or speak negatively about any particular faith, political action, legislation or party, or promote or encourage the violation of any law, as determined in the sole discretion of Sponsors; 5. It cannot promote illegal drugs, tobacco, firearms/weapons (the use of any of the foregoing), or any activities that may appear unsafe or dangerous; and 6. It cannot relate to controversial subject matter or any subject which is contrary to the interests of Sponsors, as determined in the sole discretion of Sponsors. Please note that we have the right, but not the obligation, to review and monitor the Nominations. If we determine (through our own review or third-party notice) that a Nomination does not comply with the requirements set forth in these Program Rules or is otherwise inappropriate, the Nomination may never be posted or may be removed from the Program website without notice to the Submitter.

Disqualification of Nomination

We reserve the right, in our sole discretion, at any time to disqualify any Nomination that does not comply with the requirements set forth in these Program Rules, or if either Submitter or Nominated Business is not in full compliance with these Program Rules, the Submission Agreement, or the Participation Agreement, or if we reasonably determine that it would be necessary or appropriate to disqualify any Nomination to avoid potential liability to Sponsors, to maintain the integrity of the Program, or to protect the welfare of Sponsors, the Program or the Program participants. Sponsors reserve the right to disqualify any Submitter or Nominated Business owned by anyone charged or convicted of a crime (other than moving violations that did not involve personal injury, drugs or alcohol). In addition to the eligibility requirements set forth above, to win any prize offered through the Program, a Nominated Business (1) must remain a business that operates as a going concern, duly authorized and licensed to do business throughout the Program Period, and may not have filed for bankruptcy or become otherwise insolvent at any time during the Program Period, (2) may not have any pending legal or regulatory action against them, and (3) may not be a named party in any legal dispute involving American Express or NBCU (or their affiliates) or have any other pending disputes with American Express or NBCU (or their affiliates). Additionally, American Express reserves the right to withhold awarding of a prize, or a portion of a prize, in the event the Nominated Business of a finalist or winning Nomination does not meet the above eligibility requirements at the time of prize fulfillment.

How to provide an endorsement for a Nomination

Each registered user, including the Submitter, may provide an endorsement for one Nomination during the Nomination Period by clicking on the [spotlight icon]. You may change your endorsement from one Nomination to another at any time during the Nomination Period.

Judging

There are two rounds of judging. All Eligible Nominations will be initially evaluated by a panel of judges selected by Sponsors internally ("Internal Judges") based on the three Judging Criteria as follows: (i) Innovation, 33.34%; (ii) Community, 33.33%; and (iii) Customer Services, 33.33%. The Internal Judges will select the top 150 Nominations that received the highest scores from the Internal Judges. In the event of a tie, the Nomination with the higher(est) score for Innovation will advance to the next round of judging. In the event a tie remains, the tied Nominations will be judged by an additional tie-breaking judge, using the Judging Criteria, to determine which of the tied Nominations will advance to the next round of judging.

The top 150 Nominations will then be evaluated by three independent judges ("Independent Judges") based on the same three Judging Criteria, but without regard to the scores given by the Internal Judges. See "Who are the Judges?" section of the Program website for profiles of the Independent Judges. The three top-scoring Nominations based on the evaluation by the Independent Judges, and that also comply with these Program Rules, will be publicly announced as the finalist Nominations on or about September 24, 2009. We will contact the Submitter and the Nominated Business of each of the finalist Nominations shortly before the public announcement.

Sponsors reserve the right to advance fewer than 150 Nominations or no Nominations to the second round of judging or select fewer than three finalist Nominations or no finalist Nominations if there is an insufficient number of Eligible Nominations that comply with these Program Rules.

Please note that by participating in the Program as a Submitter or owner of a Nominated Business you agree that if you are chosen as a potential finalist you may undergo a background check conducted by Sponsors and, if necessary, you agree to sign waiver forms authorizing the release of your personal and background information.

Voting

During the Voting Period, registered users (including the Submitters of the finalist Nominations) can vote for the Nomination that best represents all three Judging Criteria. Each registered user may vote for only one Nomination, and the vote can be withdrawn or recast at any time during the Voting Period. Only the vote recorded as of the conclusion of the Voting Period will count. The finalist Nomination with the highest number of votes at the end of the Voting Period (subject to final verification of votes by Sponsors) will be declared the winning Nomination. In the event of a tie, the Nomination with the higher(est) score provided by the Independent Judges will be declared the winning Nomination. The Voting Period, voting rules and procedures and voting methods are subject to change, at Sponsors' sole discretion, and any changes will be posted on the Program website.

Winner Selection and Notification

We will contact the Submitter and the Nominated Business of the winning Nomination on or about October 16, 2009 and the winning Nomination, together with the Submitter and the Nominated Business, will be publicly announced through NBCU's media properties on or about October 19, 2009.

Prizes

• Finalist Nominations (3): The Submitter of each finalist Nomination will receive $3,000 in the form of an American Express Gift Card. Gift Card terms and conditions apply to use. The Nominated Business of each finalist Nomination will receive $10,000 in the form of a check.
• Winning Nomination (1): In addition to the $10,000 to be awarded to the Nominated Business of each finalist Nomination, the Nominated Business of the winning Nomination will receive an additional $50,000 in the form of a check and $50,000 worth of marketing support. The marketing support will be provided by American Express in the form of any combination of the following as determined by American Express in its sole discretion: (i) local television plan; (ii) online marketing resources to assist in website development; (iii) local online plan; and/or (iv) access to American Express' marketing team and agencies for media planning, production and creative development. All marketing support must be completed by March 31, 2010, regardless of actual use by the winning Nominated Business. All prizes to be awarded to the Nominated Businesses will be awarded in the name of the Nominated Business, or in the name of the owner of the Nominated Business if such business does not have a federal tax ID. The American Express Gift Cards and the monetary prizes will be sent by mail within 6-8 weeks of winner announcement.

The Submitters and the Nominated Businesses of the finalist Nominations and the winning Nomination ("winners") are solely responsible for any and all applicable federal, state, or local taxes or fees associated with the prizes. Acceptance and receipt of prizes will be reported as income on Form 1099 in the amount equal to the sum of: (1) the fair market value of the prizes won; and (2) the amount of any funds provided by American Express to help defray the winners' income tax liability in connection with the winners' acceptance and receipt of prize. All taxes, incidental or otherwise added expenses to receiving, redeeming and using the prizes are the sole responsibility of the winners. At its sole discretion, American Express may provide an amount of funds to help defray the winners' income tax liability in connection with winners' acceptance and receipt of prizes.

Message Boards

Any registered user can post to the Message Boards, which is a public forum for registered users intended for discussion solely relating to the Program. All uses of the Message Boards are subject to the iVillage http://www.ivillage.com/boards/0,,b46m,00.html

Use of Data NBCU will be collecting personal data about registered users and Nominated Businesses online, in accordance with its privacy policy. Please review NBCU's privacy policy at http://www.nbc.com/Footer/Privacy/. By participating in the Program, you hereby agree to NBCU's collection and usage of your personal information, including, without limitation, sharing of such information with American Express, for American Express' use in accordance with its privacy policy, in connection with the Program, and acknowledge that you have read and accepted NBCU's privacy policy.

General Terms and Conditions

You agree that the decisions of Sponsors with respect to any and all aspects of Program shall be final, including eligibility, judging and prize fulfillment.

Sponsor Parties are not responsible for: (a) lost, late, unintelligible, incomplete, damaged, or garbled submissions or votes; (b) telephone, computer, hardware, software, programming or network failure or malfunction, or interrupted or unavailable network, server or other connections, or other technical failure or error, or failure to properly process Nominations or votes; (c) communication disruption or other forces beyond the reasonable control of Sponsors, including without limitation inability to access the Program website, use the Message Boards, register, submit or endorse Nominations, or vote; (d) any disruption related to Internet traffic, virus, bug, or unauthorized intervention; (e) damage caused by computer virus or otherwise to any computer from users' access to or use of the Program website, whether human, mechanical, or electronic; or (f) incorrect or inaccurate information, or other error of any kind, whether caused by Sponsors, participants, users, or by any of the programming or equipment associated with or used in Program. If such malfunction, error, disruption, or damage occurs, and/or impairs the administration, security, fairness, integrity, or proper execution of the Program, and/or the Program is otherwise not capable of running as planned, Sponsors may, in their sole discretion, suspend the Program for the remainder of the Program Period or terminate the Program by posting a notice on http://www.ivillage.com/0,,fv9hl4wv,00.html . Sponsors reserve the right in their sole discretion to disqualify the Nomination associated with any person found tampering with or abusing any aspect of the Program, or keep such Nomination in the Program but disqualify the Submitter if the Submitter is determined to have been engaged in such conduct. Additionally, Sponsors reserve the right in their sole discretion to suspend or terminate any user's access to the Program website or participation in the Program if Sponsors believe such person to be causing any such malfunction, error, disruption, or damage, or such user is suspected of engaging in any unlawful or fraudulent conduct, and invalidate any endorsements provided or vote cast by such user.

Your access to and use of the Program website and participation in the Program is subject to all applicable international, federal, state, and local laws and regulations. The trademarks, logos, and service marks ("Marks") displayed on the Program website are the property of Sponsors or other parties. Users are prohibited from using any Marks for any purpose, including but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Sponsors or such third party that may own the Marks. All information and content including any software programs available on or through the Program website ("Content") are protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any Content available on or through the Program website for commercial purposes, or for any other purpose not specifically permitted by Sponsors. You agree that your participation in the Program is voluntary, personal, and non-transferable. Sponsors may, in their sole discretion, immediately terminate your access to the Program website should your conduct fail to conform to these Program Rules.

THE PROGRAM WEBSITE MAY PROVIDE A LINK TO OTHER WEBSITES BY ALLOWING YOU TO LEAVE THE PROGRAM WEBSITE TO ACCESS THIRD-PARTY MATERIAL OR BY BRINGING THE THIRD-PARTY MATERIAL INTO THE PROGRAM SITE VIA "INVERSE" HYPERLINKS AND FRAMING TECHNOLOGY (A "LINKED SITE"). SPONSORS HAVE NO DISCRETION TO ALTER, UPDATE, OR CONTROL THE CONTENT ON A LINKED SITE. THE FACT THAT SPONSORS HAVE PROVIDED A LINK TO A SITE IS NOT AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION WITH RESPECT TO SUCH SITE, ITS OWNERS, OR ITS PROVIDERS. THERE ARE INHERENT RISKS IN RELYING UPON USING, OR RETRIEVING ANY INFORMATION FOUND ON THE INTERNET; WE URGE YOU TO MAKE SURE YOU UNDERSTAND THESE RISKS BEFORE RELYING UPON, USING, OR RETRIEVING ANY SUCH INFORMATION ON A LINKED SITE.

WE PERMIT USERS TO ADD CERTAIN HYPERTEXT LINKS TO THE PROGRAM SITE. WE, HOWEVER, RESERVE THE RIGHT TO DISABLE AND REMOVE ANY SUCH LINKS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT AVAILABLE ON ANY OTHER INTERNET SITES LINKED TO THE PROGRAM WEBSITE. WE PROHIBIT THE FRAMING OF ANY CONTENT AVAILABLE THROUGH THE PROGRAM WEBSITE. ACCESS TO ANY OTHER INTERNET SITES LINKED TO THE PROGRAM WEBSITE IS AT THE USER'S OWN RISK. YOU SHOULD BE AWARE THAT LINKED SITES MAY CONTAIN RULES AND REGULATIONS, PRIVACY PROVISIONS, CONFIDENTIALITY PROVISIONS, TRANSMISSION OF PERSONAL DATA PROVISIONS, AND OTHER PROVISIONS THAT DIFFER FROM THE PROVISIONS PROVIDED ON THE PROGRAM WEBSITE. WE ARE NOT RESPONSIBLE FOR SUCH PROVISIONS AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO SUCH PROVISIONS. ALL CONTENT ON THE PROGRAM WEBSITE, OR OBTAINED FROM A LINKED SITE, ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. SPONSORS DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR: (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY USERS OR ANYONE ELSE ON OR THROUGH THE PROGRAM WEBSITE, AS THEY MAY BE CONTAINED IN THE NOMINATIONS OR OTHERWISE; (B) ANY CONTENT PROVIDED ON THE PROGRAM WEBSITE AND ANY LINKED SITES; OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM THE PROGRAM WEBSITE OR A LINKED SITE. OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAWS, UNDER NO CIRCUMSTANCE WILL ANY OF THE SPONSOR PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE PROGRAM WEBSITE OR A LINKED SITE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM THE PROGRAM WEBSITE OR A LINKED SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE PROGRAM WEBSITE OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT. THE INFORMATION, SOFTWARE, PRODUCTS, NOMINATIONS, OR OTHER CONTENT PUBLISHED ON THE PROGRAM SITE OR A LINKED SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SPONSORS SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. SPONSORS DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE PROGRAM WEBSITE IS COMPLETE OR UP-TO-DATE. SPONSORS ARE UNDER NO OBLIGATION TO UPDATE ANY CONTENT ON THE PROGRAM WEBSITE OTHER THAN TO POST THE NOMINATIONS IN ACCORDANCE WITH THESE PROGRAM RULES. SPONSORS MAY CHANGE THE CONTENT ON THE PROGRAM WEBSITE AT ANY TIME WITHOUT NOTICE. WE MAY MAKE IMPROVEMENTS OR CHANGES TO THE PROGRAM WEBSITE AT ANY TIME. YOU AGREE THAT THE SPONSOR PARTIES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE, OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH PROGRAM, THE USE OF THE PROGRAM WEBSITE OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THE PROGRAM WEBSITE OR A LINKED SITE, EVEN IF AMERICAN EXPRESS IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SPONSORS CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PROGRAM WEBSITE.

Digital Millennium Copyright Act - Notification to NBCU Regarding Alleged Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Program website infringe your copyright, you (or your agent) may send NBCU a notice requesting that the material be removed or access to it blocked. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow NBCU to locate the material on the Program website; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send NBCU a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this website should be sent to: Janet R. Abrams, Director of Legal Affairs, NBCU Inc., c/o NBC Universal, Inc., 75 Ninth Avenue, 7th Floor, New York, New York 10011, DMCANOTICE@mail.ivillage.com. NBCU suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Mediation/Arbitration: PLEASE READ CAREFULLY. UNDER THIS SECTION YOU ARE GIVING UP YOUR LEGAL RIGHTS TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SUBMISSION.

THESE PROGRAM RULES ARE GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS 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. ("JAMS"), 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 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.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS THAT YOU ARE GRANTING AND THE REPRESENTATIONS AND WARRANTIES YOU HAVE MADE IN THESE PROGRAM RULES. YOU FUTHER UNDERSTAND THAT YOU ARE GIVING UP CERTAIN LEGAL RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.

You agree that any claim arising out of or related to the Program website or the Program must commence within one (1) year after the claim arose; otherwise, such claim is permanently barred.

If any provision(s) of these Program Rules is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Sponsors' failure to exercise or enforce any right or provision of these Program Rules shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sponsors in writing.

©2009 American Express Travel Related Services Company, Inc. and NBC Universal, Inc. All rights reserved.