ROSETTA STONE LEARNER VIDEO CONTEST RULES

ROSETTA STONE LEARNER VIDEO CONTEST RULES NO PURCHASE NECESSARY TO ENTER OR WIN. VOID WHERE PROHIBITED. VALID IN THE 50 UNITED STATES, PUERTO RICO, GUAM, AND THE DISTRICT OF COLUMBIA ONLY. ENTRY IN THIS CONTEST CONSTITUTES YOUR ACCEPTANCE OF THESE OFFICIAL RULES. The Rosetta Stone Learner Video Contest (the Contest ) is designed to encourage eligible foreign language learners ( Entrant(s) or You ) to use their creativity to create a video describing the best thing you have experienced or done with a language you have learned using Rosetta Stone software. Judges will choose the winning entries and prizes will be awarded in accordance with these Official Rules (the Rules ). 1. BINDING AGREEMENT: In order to enter the Contest, you must agree to the Rules. Therefore, please read these Rules prior to entry to ensure you understand and agree. You agree that submission of an entry in the Contest constitutes agreement to these Rules. You may not submit an entry to the Contest and are not eligible to receive the prizes described in these Rules unless you agree to these Rules. These Rules form a binding legal agreement between you and Rosetta Stone with respect to the Contest. 2. ELIGIBILITY: The Contest is only open to individuals who are legal residents of the 50 United States, Puerto Rico, Guam, and the District of Columbia, who are 21 years of age or older at the time of entry. Employees, interns, contractors, directors and officers of Rosetta Stone, its subsidiaries, affiliates, and their respective directors, officers, employees, advertising and promotion agencies, representatives, and agents (the Contest Entities ), and members of the Contest Entities and their immediate families (parents, siblings, children, spouses, and life partners of each) and members of the households or such employees are not eligible to participate in the Contest. Contest is void where prohibited. 3. SPONSOR: The Contest is sponsored by Rosetta Stone Ltd. ( Rosetta Stone or Sponsor ), a Virginia corporation with a principal place of business at 135 West Market Street, Harrisonburg, VA 22801. 4. CONTEST ENTRY PERIOD: The Contest entry period begins on November 16, 2015, 12:00AM Eastern Time (ET) and ends on December 9, 2015, 11:59PM ET (the Entry Period ). All dates are subject to change. 5. HOW TO ENTER: NO PURCHASE NECESSARY TO ENTER OR WIN. 1

To enter, send your video to social@rosettastone.com. In the subject line of the Email include the title of your video and Rosetta Stone Learner Video Contest. Enter using only an Email account registered in your name. All videos must adhere to the Entry Requirements specified below. Limit one (1) entry per entrant. To be considered for the Contest, entries must be: (a) complete (as determined by Rosetta Stone) and (b) received by December 9, 2015, 11:59PM ET. Any submissions not meeting the aforementioned criteria will be disqualified. Rosetta Stone accepts no responsibility for submissions lost, delayed, or damaged. 6. ENTRY REQUIREMENTS: The Entry must meet the following criteria (the Entry Requirements ): a. A title for your Entry. Limit of 60 characters. b. An original video of up to one (1) minute that describes the best thing you have experienced or done with a language you have learned using Rosetta Stone software. Videos that exceed one (1) minute in length may be edited by Sponsor to remove blank or incidental footage at the beginning or end of the video, in Sponsor s sole discretion. c. Acceptable file formats include:.mp4. The maximum file size for any video is 1GB. d. Entries must be original works that do not contain, incorporate or otherwise use any content, material or element that is owned by a third party or entity, including, but not limited to, music and lyrics. If Sponsor determines in its sole discretion that the music and lyrics included in your video is not original, or infringes on any third-party rights, the Sponsor may either disqualify your entry or Sponsor may dub over music and lyrics with music selected by the Sponsor in its sole discretion. e. Entries must not be derogatory, offensive, threatening, defamatory, disparaging, libelous or contain any content that is inappropriate, indecent, sexual, profane, slanderous, discriminatory in any way, or that promotes hatred or harm against any group or person, or otherwise does not comply with the theme and spirit of the Contest. f. They must not contain content, material or any element that is unlawful, or otherwise in violation of or contrary to all applicable federal, state, or local laws and regulation including the laws or regulations in any state where the Entry is created. g. They must not contain any content, material or element that displays any third party advertising, slogan, logo, trademark or otherwise indicates a sponsorship or 2

endorsement by a third party, commercial entity, or that is not within the spirit of the Contest, as determined by Sponsor, in its sole discretion. h. They must be original works that do not contain, incorporate or otherwise use any content, material or element that is owned by a third party or entity, including, but not limited to, music, lyrics and graphics. i. They cannot contain any content, element or material that violates a third party s publicity, privacy or intellectual property rights. j. The Entry is not the subject of any actual or threatened litigation or claim. k. The Entry does not include any disparaging remarks relating to the Sponsor or a third party. 7. CONDITIONS OF ENTRY: Entrant warrants and represents that the Entry: a. Is original (video may be captured by someone other than the Entrant if the Entrant obtained written permission to submit the video, as set forth below); b. Does not infringe the intellectual property, privacy, publicity rights, ownership or any other legal or moral rights of any third party; and c. Is suitable for viewing. By submitting an Entry, Entrant represents that he/she owns all rights to each element of his/her Entry, including, without limitation, the copyrights in the video. If someone other than Entrant captured the video, Entrant further represents that he/she obtained an assignment of rights from the third party that captured the video. Sponsor s determination as to whether the video violates the rights of any third party is final. Each Entrant irrevocably grants Sponsor and its affiliates, legal representatives, assigns, agents and licensees, the unconditional and perpetual right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit and/or otherwise use or reuse (without limitation as to when or the number of times used), on an exclusive basis within the language learning category, each element of the Entrant s Entry, and use of the Entrant s name, likeness, photograph (collectively, Likeness ), and/or statements regarding his/her participation in the Contest (with or without using the Entrant s name) in any and all media without limitation as to time or territory, and without compensation or approval from the Entrant or any other party. Entrant waives intellectual property rights, privacy/publicity rights or other legal or moral rights that might preclude Sponsor s use of any element of the Entry, and agrees not to sue or assert any claim against Sponsor for the use of any element of the Entry or Entrant s likeness or statements. Entrant further grants all end users of Sponsor s Web Site (a) the ability to review, comment on and tag the Entry and (b) the ability to send and distribute the Entry via Email, social media or other electronic means. Entrant agrees to indemnify and hold Sponsor, its agencies and Contest Entities and their respective affiliates, officers, directors, agents, co-branders or other partners, and any of their 3

employees (collectively, the Indemnitees ), harmless from any and all claims, damages, expenses, costs (including reasonable attorneys fees) and liabilities (including settlements), brought or asserted by any third party against any of the Indemnitees due to or arising out of the use of any element of Entrant s Entry, or the Entrant s conduct in submitting an Entry or creating a video or otherwise in connection with this Contest, including but not limited to claims for trademark infringement, copyright infringement, violation of an individual s right of publicity or right of privacy, or defamation. Entrant further agrees to release Sponsor from any and all claims that any advertising subsequently produced, presented, and/or prepared by or on behalf of Sponsor infringes Entrant s rights with regard to any elements or ideas contained in any element of the Entry. 8. JUDGING: Entries will be judged by a qualified panel of five (5) impartial judges from within Rosetta Stone who will evaluate each Entry based on the following Criteria. The judges will vote to determine the top three (3) entries, as well as any honorable mentions. a. Purpose (40%): The purpose of the contest is to highlight employee learning in and outside of the workplace. Therefor Judges will consider whether the entry supports in terms of: Does the entry highlight language learning? Does the entry demonstrate an impactful experience from this? b. Creativity (30%): Creativity can be incorporated in the content of the answer, visual effects, or anything in the video. Creativity will be judged in terms of: Does the entry grab the viewer s attention? Is there memorable and unique material in the entry? c. Logistics & Quality (30%): These video entries do not need to be professional, but the quality will still be important and judged on the following: Is the sound clear enough that the speaker is understandable? Is the video under a minute or as close to as is reasonable? 9. PRIZES: The top three (3) entries, as voted upon by the judges, shall constitute the winners of the Contest (collectively, Winners ; individually, Winner ). Winners will receive gift card prizes (the Prizes ) to select online retailers in the amounts as follows: a. Grand Prize - $200; b. First Runner Up - $100; c. Second Runner Up - $50. The specifics of the Prizes shall be solely determined by Sponsor. Honorable mentions, as may be determined by the judges, are not eligible to receive Prizes. No cash or other prize substitution 4

shall be permitted except in Sponsor s discretion. The Prizes are nontransferable. Any and all prize-related expenses, including without limitation any and all federal, state, and/or local taxes, shall be the sole responsibility of Winner. No substitution of Prize or transfer/assignment or Prize to others or request for the cash equivalent by Winner is permitted. 10. WINNER NOTIFICATION: Potential Winners will be notified by Email. Potential Winners are subject to verification, including without limitation, verification of eligibility and compliance with these Rules. Potential Winners will be required to complete, sign and return and Affidavit of Eligibility, Liability Release and, where lawful, Publicity Release. All completed documents must be returned to Sponsor within seven (7) days from the date that notice was sent or Winner status will be forfeited and an alternate Winner maybe selected. Notification of Winner status must be kept confidential until the Winners are announced by Sponsor. Failure to comply with this requirement may result in disqualification. If for any reason the Contest is not capable of running as planned, including without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, Sponsor reserves the right, in its sole discretion to cancel, modify or terminate the Contest. 11. RELEASE: By receipt of any prize, winner agrees to release and hold harmless Sponsor, Contest Entities, Association for Talent Development ( ATD ), LinkedIn, Twitter, and any promotional partners, each of their parent, subsidiary, affiliate, and related companies, and each of its and their respective officers, directors, employees, and agents (collectively the Released Parties ) from and against any losses, damages, rights, claim, or cause of action of any kind arising, in whole or in part, directly or indirectly, out of participation in Contest or resulting directly or indirectly, from acceptance, possession, use, or misuse of any prize awarded in connection with Contest, including without limitation personal injury, death, and/or property damage, as well as claims based on publicity rights, defamation, and/or invasion of privacy. 12. LIMITATIONS OF LIABILITY: The Released Parties are not responsible for: (a) any incorrect or inaccurate information, whether caused by entrants, printing errors or by any of the equipment or programming associated with or utilized in Contest; (b) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines, or network hardware, or software; (c) unauthorized human intervention in any part of the entry process or Contest; (d) technical or human error which may occur in the administration of Contest or the processing of entries; or (e) 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 Contest, or receipt, or use of any prize or while traveling to or from any prize-related activity. If for any reason an entrant's entry is 5

confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, entrant s sole remedy is another entry in Contest, if it is possible. No more than the stated number of prizes will be awarded. In the event that production, technical, seeding, programming, or any other reasons cause more than the stated number of prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of prizes by a random drawing among all legitimate, unawarded, eligible prize claims. 13. PRIVACY: Entrants agree and acknowledge that personal data submitted with an entry, including name, mailing address, phone number, and Email address may be collected, processed, stored and otherwise used by Sponsor and its affiliates for the purposes of conducting and administering the Contest. All personal information that is collected from Entrants is subject to Rosetta Stone s Privacy Policy, located at: http://resources.rosettastone.com/cdn/us/agreements/us_privacy_policy-102513.pdf Individuals submitting personal information in connection with the Contest have the right to request access, review, rectification or deletion of any personal data held by Rosetta Stone in connection with the Contest by contacting the Privacy Officer at privacyofficer@rosettastone.com or writing to: Privacy Officer, Rosetta Stone Ltd., 135 West Market Street, Harrisonburg, VA 22801 USA. 14. WINNERS LIST: A list of the Winners will be posted on the Rosetta Stone LinkedIn page and on the Rosetta Stone Business Twitter page December 11, 2015. You may also request a list of the Winners by sending a self-addressed, stamped envelope to: Learner Video Contest, Rosetta Stone Ltd., 135 West Market Street, Harrisonburg, VA 22801 USA. 15. FORUM AND RECOURSE TO JUDICIAL PROCEDURES: Entrant agrees that: (a) any and all disputes, claims, and causes of action arising out of or connected with this Contest or any prizes 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 Virginia or the appropriate state court located in Northern Virginia; (b) 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 (c) 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. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. 6

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 Contest, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules (whether of the Commonwealth of Virginia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. This Contest is in no way endorsed, sponsored or administered by Association for Talent Development, LinkedIn, or Twitter. 7