PAUL FRANK'S "ACADEMY OF AWESOME BATTLE OF THE BANDS" PROMOTION
OFFICIAL RULES

PROMOTION RULES REVISED JULY 25, 2011.

NO PURCHASE NECESSARY TO ENTER OR WIN. THE PROMOTION IS OPEN TO LEGAL RESIDENTS OF THE UNITED STATES WHO ARE AT LEAST 18 YEARS OF AGE OR OLDER ON JUNE 9, 2011. VOID WHERE PROHIBITED BY LAW. BY ENTERING THIS PROMOTION, YOU REPRESENT THAT YOU HAVE READ AND ACCEPTED THE OFFICIAL RULES.

1. PROMOTION PERIOD: Paul Frank's "ACADEMY OF AWESOME BATTLE OF THE BANDS" PROMOTION (the "Promotion") shall commence on June 9, 2011 and shall continue until August 31, 2011 (the "Promotion Period") in the United States of America.
2. ELIGIBILITY: TO BE ELIGIBLE TO WIN, YOU MUST BE A LEGAL RESIDENT OF THE UNITED STATES (INCLUDING ALL 50 STATES AND THE DISTRICT OF COLUMBIA) AND AT LEAST 18 YEARS OF AGE OR OLDER ON JUNE 9, 2011. The officers, directors and employees of Paul Frank Industries LLC (the "Sponsor"), its parent companies, subsidiaries and affiliated companies, advertising, promotional and judging agencies, persons engaged in the development, production or distribution of materials for this Promotion (collectively, the "Promotion Parties"), and the immediate family members (grandparent, parent, child, sibling, and spouse of each) of and/or persons living in the same household as such individuals (whether related or not) are not eligible to participate. All applicable Federal, State, and local laws and regulations apply. Void where prohibited. By participating, entrant agrees to abide by these Official Rules and the decisions of the Sponsor, which are final and binding in all respects.
3. HOW TO ENTER: NO PURCHASE IS NECESSARY TO ENTER OR WIN, and no entry fee, payment or proof-of-purchase is necessary to participate in the Promotion. Artists can enter the Promotion by filling out the contest registration form, including zip code, and submitting a URL link or MP3 file of your original song (the "Song") on the "Talent Show" section of the Academy of Awesome website located at: www.academyofawesometour.com (the "Website"). Each Artist can have a maximum of six (6) members, all of whom must be 18 years or older at the time of entry to participate. For purposes of this Agreement "Artist(s)" shall mean any band or group comprised of members acting as an ensemble or a solo performer with supporting musicians. In the case of a solo artist, all prizes will be awarded to the single performer. The Artist must be unsigned. For purposes of this Agreement "unsigned" shall mean that the Artist cannot have previously entered into a contractual relationship with either or both of a record company or a music publishing company. Artists that have previously self-published songs or that have had independent releases will remain eligible as long as they have not signed with any record company or publishing company. The entry should be mixed, edited, stereo or mono, and no longer than five (5) minutes in length. The musical composition, lyrics and master recording of the Song must be completely owned by the submitting Artist. Derivative Songs or remixes of existing songs (samples) do not qualify as original and will not be eligible. Submissions that contain profanity or objectionable language will be disqualified. Sponsor reserves the right to reject any entry for any reason in its sole discretion.
   
   As part of the Promotion entry process, entrants will be required to indicate that they have read, accept, and agree to be bound by these Official Rules. Limit: one (1) entry per Artist. If any Artist submits entries in excess of the disclosed maximum, by any means, they will be disqualified from participation in this Promotion. No other attempted method of entry will be accepted. Sponsor will not verify or acknowledge receipt of entries.
   
   All potential winners are subject to verification by the Sponsor, whose decision is final and binding in all matters related to the Promotion and compliance with these Official Rules. An entrant is not a winner of any prize, even if the Promotion should so indicate, unless and until entrant's eligibility has been verified and entrant has been notified that verification is complete. Sponsor will not accept other evidence of winning in lieu of its validation process.
4. METHOD OF AWARDING PRIZES & APPROXIMATE RETAIL VALUES (ARVs): There will be sixty-three (63) prizes awarded during the Promotion Period. Artists will be grouped by location based on their zip codes entered in the registration form into one of twenty one (21) different groups. Website users will vote on the best three Artists in each group, and the three Artists with the most votes for each group on the Website prior to the respective tour stops will be chosen to perform (as the "Performance Finalists") two of their original Songs at the Academy of Awesome Tour event occurring at the tour stop corresponding to their group. A "Grand Prize Finalist" will be chosen from among the three winning Artists in each group by Sponsor's judges after the conclusion of each tour event. Each of the twenty one (21) Grand Prize Finalists will compete to have their Song chosen by a panel of judges selected by Sponsor to be one of eleven (11) Grand Prize Winners to have one of their Songs featured on the Paul Frank Academy of Awesome Tour album. Artists must provide their own musical equipment for their performances. Sponsor will provide a PA system, including a mixer, two speakers and an amplifier only. For more information about voting periods and event dates and locations please visit the Website.
   
   Total ARV of all prizes: promotional value only. Prizes are not transferable, redeemable for cash or substitutable except by Sponsor, who reserves the right to substitute a prize (or portion thereof) of comparable or greater value, at its sole discretion. Grand Prize Winners shall be solely responsible for all taxes (including federal, state and local taxes) and any other unspecified costs and expenses associated with the acceptance and use of a prize. All prize details not covered by these Official Rules are at Sponsor's sole discretion.
   
   Entry in the Promotion does not constitute entry into any other promotion, contest or sweepstakes. All decisions of Sponsor regarding the Promotion and/or the application of these Official Rules are final and binding.
5. SPONSOR'S RIGHT TO USE SONGS: By submitting a Song, Artist grants Sponsor and its agents the nonexclusive, royalty-free license in perpetuity to reproduce, publish, use and edit such Song, in any way, in any and all media, on the Official Paul Frank Industries website located at www.paulfrank.com without limitation and without any compensation to the entrant. Notwithstanding the foregoing, Sponsor will not post any Artist-submitted Song online for downloading.
6. WINNER NOTIFICATION AND PRIZE FULFILLMENT: Sponsor will notify the winner by contacting them via email, mail and/or telephone. The awarding of the Grand Prize is contingent upon winner's agreeing to enter into an exclusive negotiation with Sponsor for a one (1) month period regarding a non-exclusive license for Sponsor to use the Song (which agreement shall be provided by Sponsor) within fourteen (14) days from the date of notification. If any potential Grand Prize Winner does not respond within fourteen (14) days from the time the potential winner is notified, any such potential winner will forfeit his or her prize and an alternate potential winner may be selected at Sponsor's sole discretion.
7. PUBLICITY. Except where prohibited, participation in the Promotion constitutes winner's (his/her parent/legal guardian in the event that winner is a resident of a jurisdiction that deems him/her to be a minor) consent to Sponsor's use of winner's name, photograph, likeness, hometown and state for promotional purposes in any media without further payment or consideration.
8. CONDUCT: By entering into this Promotion, entrants agree to be bound by these Official Rules and the decisions of the Sponsor and the Promotion Parties, which shall be final and binding in all respects. Failure to comply with these Official Rules may result in disqualification. By entering into this Promotion you also affirm, represent and warrant that you own or have the necessary licenses, right, consents, and permissions to use and exploit any entry/Song that you submit. You further agree that any entry/Song you submit to the Promotion will not contain any third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have previously obtained permission from the rightful owner of the material or you are otherwise legally entitled to submit such material. Sponsor reserves the right, at its sole discretion, to disqualify any individual: (a) suspected of tampering with the entry process or the operation of the Promotion; (b) acting in any manner deemed by the Sponsor to be in violation of the Official Rules; (c) acting in any manner deemed by the Sponsor to constitute unsportsmanlike or disruptive behavior, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND COSTS (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Sponsor reserves the right to cancel or modify the Promotion if fraud, technical failures or any other factor beyond its reasonable control impairs the integrity of the Promotion, as determined by Sponsor in its sole discretion. In such event, Sponsor reserves the right to award the prizes at random from among the eligible entries received up to the time of the impairment.
9. DISCLAIMER/LIMITATIONS OF LIABILITY: The Sponsor and the Promotion Parties assume no responsibility or liability for (a) any incorrect or inaccurate entry information; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Promotion. If, for any reason, the Promotion is not able to run through completion then the Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Promotion in whole or in part, without liability to the entrants or third parties.
   
   ALL ENTRANTS (THEIR PARENTS/LEGAL GUARDIANS IF RESIDENTS OF A JURISDICTION THAT DEEMS THEM TO BE MINORS), AS A CONDITION OF ENTRY INTO THE PROMOTION, AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS, THE SPONSOR, ITS PARENT COMPANY, SUBSIDIARIES AND AFFILIATED COMPANIES, REPRESENTATIVES, AGENTS, EMPLOYEES, AND THE PROMOTION PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS OR ACTIONS OF ANY KIND WHATSOEVER FOR INJURIES, DAMAGES, OR LOSSES TO PERSONS OR PROPERTY WHICH MAY BE SUSTAINED IN CONNECTION WITH: (A) ACCESSING THE PROMOTION WEBSITE OR FACEBOOK PAGE; (B) SUBMITTING AN ENTRY/SONG OR OTHERWISE PARTICIPATING IN ANY ASPECT OF THE PROMOTION; (C) THE RECEIPT, ACCEPTANCE, OWNERSHIP OR USE, MISUSE, OR LOSS OF ANY PRIZE AWARDED; OR (D) ANY TYPOGRAPHICAL OR OTHER ERROR IN THESE OFFICIAL RULES OR THE ANNOUNCEMENT OF THE OFFERING OF THE PRIZE. THE SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE APPEARANCE, SAFETY, OR PERFORMANCE OF THE PRIZE. EVENT LOCATIONS AND DATES SUBJECT TO CHANGE. PLEASE CONSULT THE WEBSITE FOR UPDATED CONTEST AND TOUR INFORMATION.
10. DISPUTE RESOLUTION/CHOICE OF LAW: Except where prohibited, entrants (their parents/legal guardians if residents of a jurisdiction that deems them to be minors) agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with this Promotion, or any prize awarded, or the determination of the winner, shall be resolved individually, without resort to any form of class action, and exclusively by arbitration pursuant to the Rules of the American Arbitration Association, then effective; and (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion but in no event attorneys' fees; and (3) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim 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. If entrant cannot be bound to arbitration according to local laws, all disputes, claims, and causes of action shall be resolved individually, without resort to any form of class action, in an action in a State or Federal court located in Los Angeles, California. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and/or Sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of the State of California, without regard for conflicts of law doctrine of any jurisdiction.
11. WINNERS LIST: For a winner's list, send a self-addressed stamped envelope to: Paul Frank's "ACADEMY OF AWESOME BATTLE OF THE BANDS" Promotion, Winner's List, c/o Paul Frank Industries LLC, 10100 Santa Monica Blvd., Suite 600, Los Angeles, CA 90067.
12. SPONSOR: Paul Frank Industries LLC, 10100 Santa Monica Blvd., Suite 600, Los Angeles, CA 90067.

TM & © 2011 PAUL FRANK INDUSTRIES LLC. All rights reserved.

Paul Frank's "Academy of Awesome Tour Battle of the Bands" stop locations and dates:

Los Angeles, CA
Pacific Design Center
June 25, 2011

Scottsdale, AZ
W Hotel
July 2, 2011

Austin, TX
First Thursdays on SoCo
July 7, 2011

Houston, TX
Hotel ZaZa
July 9, 2011

New Orleans, LA
Riverwalk
July 10, 2011

Memphis, TN
Graceland
July 13, 2011

Atlanta, GA
TBD
July 17, 2011

Myrtle Beach, SC
Oceanfront Pavilion
July 21, 2011

Virginia Beach, VA
Beach Street USA – Atlantic Ave
July 23, 2011

Washington, D.C.
Downtown Silver Springs
July 25, 2011

Philadelphia, PA
Piazza @ Schmidts
July 27, 2011

New York, NY
PowerHouse Arena
July 30, 2011

Chicago, IL
Kidzapalooza
August 5 – 7, 2011

West Allis, WI
Wisconsin State Fair
August 9, 2011

Minneapolis, MN
Nicolette Mall – Peavey Plaza
August 13, 2011

Denver, CO
Civic Center
August 17, 2011

Las Vegas, NV
Fashion Show Mall
August 27, 2011

Portland, OR
Pioneer Square
August 31, 2011

Seattle, WA
First Fridays Fremont
September 2, 2011

San Francisco, CA
TBD
September 10, 2011

San Diego, CA
TBD
September 17, 2011