Fit Me® Shine Free:
Be the next CITY
IT Girl Contest

Official Rules

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT INCREASE YOUR ABILITY OF WINNING. VOID WHERE PROHIBITED. Fit Me® Shine Free: Be the next CITY IT Girl Contest ("Promotion") begins at 12:00:00 PM Eastern Time (“ET”) on June 28, 2013 and ends at 11:59:59 PM ET on September 30, 2013 (“Promotion Period”). The Sponsor’s clock is the official time-keeping device in the Promotion.

1. ELIGIBILITY: The Promotion is open only to residents of the 50 United States and the District of Columbia, who are females, age 13 years or older, and located within the 50 United States or the District of Columbia at the time of Promotion registration. If you are under the age of 18, but at least 13 years of age, you must have your parent’s or legal guardian’s consent prior to participating in this Promotion. Employees, officers and directors of L’Oreal USA, Inc. (the “Sponsor”), Code & Theory, and Realtime Media LLC (“Administrator”), their respective parent companies, affiliates, subsidiaries, advertising, contest, fulfillment and marketing agencies, (collectively, “Promotion Parties”) their immediate families (parents, children, siblings & spouses and each of their respective spouses, regardless of where they reside) and persons living in the same households as such individuals (whether related or not) are not eligible to participate in the Promotion. By participating in the Promotion, participants release, discharge and hold harmless Promotion Parties, their respective parents, affiliates, subsidiaries, retailers, advertising and promotion agencies and the respective officers, directors, employees and agents of each of the foregoing, from any and all damages whether direct or indirect, which may be due to or arise out of participation in the Promotion or any portion thereof, or the acceptance, use/misuse or possession of any prize (or portion thereof). By participating, you agree to these Official Rules and to the decisions of the judges and Sponsor, which are final and binding in all respects. Void where prohibited by law, rule or regulation. All federal, state and local laws and regulations apply.

The Promotion will consist of three (3) phases, as detailed below:

· Promotion Period (entries submitted): Begins at 12:00:00 PM ET on June 28, 2013 and ends at 11:59:59 PM ET on September 30, 2013.

· Judging Period: Begins at 12:00:00 PM ET on October 7, 2013 and ends at 11:59:59 PM ET on October 18, 2013.

· Winner Announcement: The Grand Prize Winner will be announced on or about November 4, 2013.

2. HOW TO PARTICIPATE: If you are under the age of 18, but at least 13 years of age, you must have your parent’s or legal guardian’s consent prior to participating in this Promotion. To participate,go to http://www.maybelline.com/fitme (the "Website") during the Promotion Period to gain access to the entry form, complete the entry form (required fields include: Full Name, Zip Code, Email address, and Date of Birth) with your true and correct information and follow the on-screen instructions to submit one (1) photo including a description of why you should be the next Maybelline IT Girl and your social handles in 500 characters or less (collectively, an “Entry”). Photos may not exceed 2MB and must be submitted in one of the following formats: .JPG, .PNG, .GIF. All Entries must be submitted by 11:59:59 PM ET on September 30, 2013 to be eligible. Entries generated by script, macro or other automated means and practices, or by any means, which subvert the entry process, are void. All Entries become the property of Sponsor and will not be acknowledged or returned. Upon submitting an Entry, entrants will have the option to share the Promotion with others via social media. Limit of one (1) entry per person and per email address throughout the Promotion Period. Entries submitted in excess of the stated limitation will be void.

REQUIREMENTS OF ENTRIES: Entry may not contain, as determined by the Sponsor, in its sole discretion, any content that:

· Is sexually explicit; unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; profane or pornographic; contains nudity;

· Promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing); promotes any activities that may appear unsafe or dangerous; promotes any particular political agenda or message;

· Is obscene or offensive; endorses any form of hate or hate group;

· Appears to duplicate any other submitted Promotion Entries;

· Defames, misrepresents or contains disparaging remarks about other people or companies;

· Contains trademarks, logos, or trade dress (such as distinctive packaging or building exteriors/interiors) owned by others;

· Contains any personal identification, such as license plate numbers, personal names, e-mail addresses or street addresses;

· Contains copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media);

· Contains any individual other than the entrant and/or any materials embodying the names, likenesses, voices, or other indicia identifying any person, including, without limitation, celebrities and/or other public or private figures, living or dead;

· Contains look-alikes of celebrities or other public or private figures, living or dead;

· Communicates messages or images inconsistent with the positive images and/or good will to which Sponsor wishes to associate; and/or

· Violates any law.

Entries that do not contain all required Entry information, or are considered inappropriate for any reason are not eligible and will be void. By submitting an Entry, each entrant (and his/her parent or legal guardian, if such entrant is an eligible minor) represents and warrants that his/her Entry is original to the entrant, that the Entry has not been previously published has not won previous awards and that neither it nor its contents infringes upon or violates the rights of any third party, including any copyrights, trademarks, rights of privacy, publicity or other intellectual property. Any entrant whose Entry includes third party likenesses or content or contains elements not owned by entrant must, upon request from Sponsor, be able to provide legal releases for such use in a form satisfactory to Sponsor or his/her Entry will be. Sponsor shall have the right to disqualify any Entries that they deem to be obscene or otherwise not in good taste, as determined by Sponsor in its sole discretion. Entries may not defame or invade the publicity rights or privacy of any person, living or deceased, or otherwise infringe upon any person’s personal or proprietary rights. By submitting an Entry, entrant (and his/her parent or legal guardian, if such entrant is an eligible minor) warrants and represents that he/she consents to the submission and use of the Entry in the Promotion and to its use as otherwise set forth herein.

By submitting an Entry, entrant (and his/her parent or legal guardian, if such entrant is an eligible minor) acknowledges and agrees that Sponsor may receive other Entries under this Promotion that may be similar or identical to the Entry submitted by entrant, and entrant waives any and all claims he/she may have had, may have, and/or may have in the future, that any other Entry reviewed and/or used by Sponsor may be similar to his/her Entry.

3. JUDGING: Between October 7, 2013 and October 18, 2013, a panel of qualified judges selected by the Sponsor, in its sole discretion, will judge all eligible Entries received during the Promotion Period based on the following judging criteria (“Judging Criteria”):

· Creativity (75%)

· Thoughtfulness (15%)

· Alignment with Maybelline Brand (10%)

The one (1) Entry with the highest total score will be deemed the potential Contest Grand Prize Winner. The twelve (12) Entries with the 2nd to 13th highest scores will be deemed potential Runner-up winners. In the event of a tie, an additional, tie-breaking judge will judge the tied Entries based on the Judging Criteria above.

4. PRIZES (13): A total of thirteen (13) prizes will be awarded during the Promotion. One (1) Contest Grand Prize Winner and Twelve (12) Runner-Up Prize Winners will be determined, based on the Judging Criteria, detailed above.

CONTEST GRAND PRIZE (1): One (1) Contest Grand Prize package will be awarded. Prize package includes: [NOTE: Please confirm permission has been obtained to reference Warby Parker, Cuyana and Persifor in this Promotion.]

· Being the next “CITY IT Girl”, which includes having your Entry (or elements thereof) posted on www.maybelline.com/city

· Fit Me Shine-Free Foundation

· Warby Parker Thatcher Revolver Black Matte Sunglasses

· Cuyana Infinity Scarf

· Persifor Morelia Metallic Cork Tote Bag

The Approximate Retail Value (“ARV”) of the Grand Prize is $500.

RUNNER-UP PRIZES (12): A total of twelve (12) Runner-Up Prizes will be awarded. Each Runner-Up Prize winner will receive one (1) FIT ME® Shine Free Stick.

The ARV of Runner Up Prize is $8.99 each.

The ARV of all prizes is $607.88

5. WINNER NOTIFICATION: On or about October 23, 2013, potential winners will receive prize notification via email and/or phone call. The potential Grand Prize Winner (or his/her parent or legal guardian, if such potential winner is an eligible minor) will be required to complete, sign and have notarized an Affidavit of Eligibility/Liability Release and an IRS W9 Form and return all documents to Administrator within ten (10) days of date of issuance. If a potential winner cannot be contacted within a reasonable time period, if a potential winner is ineligible, if any notification is returned undeliverable, or if a potential winner otherwise fails to fully comply with these Official Rules, he/she will forfeit that prize and an alternate winner may be notified, in Sponsor’s sole discretion..

6. PRIZE LIMITATIONS: Limit of one (1) prize per person and per household. Entrants that are discovered during prize verification to have entered, attempted to enter, or used multiple accounts to enter the Promotion more than the stated limit will be disqualified at the discretion of the Administrator, and an alternate potential winner may be notified.

7. USE OF ENTRIES: When submitting an Entry, you (and your parent or legal guardian, if you are an eligible minor) agree to be bound by these Official Rules and grant Sponsor a non-exclusive, fully paid-up and royalty-free, worldwide license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate your Entry, including without limitation the right to distribute all or part of your Entry in any media formats through any media channels. By submitting an Entry, you (and your parent or legal guardian, if you are an eligible minor) consent to the use, by Sponsor, its affiliates, subsidiaries, parents, and licensees, of your name, likeness, and image, in connection with the Promotion and Sponsor’s related marketing activities, in any media or format now known or hereafter invented, in any and all locations, without any payment to or further review or approval from you or any other third party. You (and your parent or legal guardian, if you are an eligible minor) agree that this consent is perpetual and cannot be revoked. For uses beyond the consent that you grant above, you agree that Sponsor’s use of your personal data will be governed by the Privacy Policy posted on the Sponsor website, available at [insert URL].

8. GRAND PRIZE CONDITIONS: By entering the Promotion, you (and your parent or legal guardian, if you are an eligible minor) agree that Sponsor has the right to perform a detailed background check on you, in the event you are determined to be the potential Grand Prize Winner and you hereby agree to execute any consents necessary to authorize Sponsor to perform the same. Sponsor reserves the right (at its sole discretion) to disqualify the potential Grand Prize Winner based on the results of the background check (e.g. for any felony conviction or crime of moral turpitude or any behaviors which are inconsistent with the positive images and/or good will to which Sponsor wishes to associate) or failure of the potential Grand Prize Winner (and his/her parent or legal guardian, if such potential Grand Prize Winner is an eligible minor.) to properly authorize such check. In the event that Sponsor is unable to provide the “Being CITY IT Girl” portion of the prize, including posting the Grand Prize Winner’s Entry (or portion thereof) on www.maybelline.com/city, no compensation will be provided in lieu thereof, however, the remaining portion(s) of the prize shall be awarded and Sponsor shall have no further obligation to such Grand Prize Winner.

9. GENERAL PRIZE CONDITIONS: Prize will only be awarded by Sponsor upon each potential winner’s verification of eligibility and compliance with these Official Rules. Prizes are awarded “as is” with no warranty or guarantee, either express or implied by Sponsor. No prize substitution, cash equivalent of prizes, transfer or assignment of prizes is permitted, except by Sponsor which reserves the right to substitute a prize (or portion thereof, if applicable) with one of comparable or greater value, in its sole discretion. All applicable federal, state and local taxes, if any, as well as any other costs and expresses associated with prize acceptance and use not specified herein as being provided are the sole responsibility of winners. If any potential winner is an eligible minor, prize will be awarded in the name of his/her parent or legal guardian who will be responsible for fulfilling all requirements imposed on winners set forth herein.

10. MISCELLANEOUS: Promotion Parties are not responsible for late, lost, incomplete, corrupted, stolen, garbled, damaged, delayed, undelivered or misdirected Entries, photos, or descriptions all of which are void. Entries will be considered to be entered by the authorized account holder of the e-mail address submitted at time of entry and he/she must comply with these Official Rules. The authorized account holder is deemed as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. By entering the Promotion, entrant recognizes and agrees that the registration information provided by entrant will be made available to Sponsor; use of such information will be governed by Sponsor’s privacy policy found at http://www.maybelline.com/terms-of-service#privacy. Upon entering the Promotion, each entrants (and his/her parent or legal guardian, if such entrant is an eligible minor) grant Sponsor the right to print, publish, broadcast, and use world-wide in any media now known or later developed, the entrant’s name, portrait, picture, voice, likeness, city and state of residence, and biographical information for any purpose, including but not limited to, in advertisements, publicity, and other communications, worldwide, in perpetuity, without additional compensation, notification or permission, except where prohibited by law. All entrants agree to comply with these Official Rules and the decisions of the Sponsor and judges shall be binding and final.

11. RELEASE: As a condition of entering the Promotion, entrant (and his/her parent or legal guardian, if such entrant is an eligible minor) agrees that (1) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim punitive, incidental, consequential or any other damages, and any claims, judgments or awards shall be limited to actual out-of-pocket expenses (i.e., costs associated with participating in this Promotion); (2) all causes of action arising out of or connected with this Promotion, or any prizes awarded, shall be resolved individually, without resort to any form class action; and (3) in no event will any entrant be entitled to receive attorneys’ fees. BY ENTERING THE PROMOTION, ENTRANTS AGREE TO RELEASE, DISCHARGE AND HOLD HARMLESS PROMOTION PARTIES AND THE RESPECTIVE OFFICERS, DIRECTORS, AND AGENTS OF EACH, FROM ANY AND ALL LIABILITY FOR ANY INJURY, LOSS, OR DAMAGE OF ANY KIND TO PERSONS, INCLUDING DEATH, AND PROPERTY, WHETHER DIRECT OR INDIRECT, WHICH MAY BE DUE TO OR ARISE OUT OF PARTICIPATION IN THE PROMOTION OR ANY PORTION THEREOF, OR THE ACCEPTANCE, USE/MISUSE OR POSSESSION OF ANY PRIZE. ENTRANTS WAIVE ALL WARRANTIES, EITHER EXPRESS OR IMPLIED BY SPONSOR, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. DISCLAIMER: Promotion Parties are not responsible for printing or typographical errors in these Official Rules or in any Promotion-related materials. Sponsor reserves the right, in its sole discretion, to disqualify any individual that tampers with the entry process. Sponsor also reserves the right to terminate, suspend, cancel or modify the Promotion and award the prizes for the Promotion from among all eligible, non-suspect Entries received as of the date of termination using the judging procedure outlined above, if this Promotion is not capable of running as planned due to any reason, including, without limitation, infection by computer virus, bugs, tampering, fraud, unauthorized intervention,technical failures or other causes that may corrupt or impair the integrity, fairness or proper play of the Promotion. Promotion Parties are not responsible or liable for any events which may cause errors and/or the Promotion to be stopped, including but not limited to any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Entries, photos or descriptions, nor are they responsible for any problems or technical malfunction of any telephone, network or telephone lines, computer on-line systems, servers, or cable, satellite, or Internet Service Providers, computer equipment, software or any other failure of any Entry, photo or description to be received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any web site, or any combination thereof, including any injury or damage to entrant's or any other person's computer relating to or resulting from participation in this Promotion or downloading any materials in this Promotion. Promotion Parties are not responsible for computer, mechanical, technical, electronic, network or other errors or problems, including any errors or problems that may occur in connection with the administration of the Promotion, the processing of Entries, photos, descriptions or in any other Promotion-related materials. The Promotion Parties may stop you from participating in this Promotion if you violate the Official Rules or act, in Sponsor’s sole discretion: (a) in a manner Sponsor determines to be not fair; (b) with an intent to annoy, threaten or harass any other entrant or the Sponsor; or (c) in any other disruptive manner.

CAUTION: ANY ACT OR ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PROMOTION PARTIES RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL(S) TO THE FULLEST EXTENT PERMITTED BY LAW.

13. CHOICE OF LAW AND JURISDICTION: Except where prohibited, all issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, or the rights and obligations of entrants or winners, Sponsor, and Administrator in connection with this Promotion, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction), which might otherwise cause the application of the laws of any jurisdiction other than the State of New York. Any action seeking legal or equitable relief arising out of or relating to the Promotion or these Official Rules shall be brought only in the courts of the State of New York. Entrants hereby irrevocably consent to the personal jurisdiction of said courts and waive any claim of forum non-convenience or lack of personal jurisdiction they may have.

14. TAX INFORMATION: All federal, state, local, and other taxes on prizes and any other costs and expenses associated with prize acceptance and use not specified herein as being provided, are the sole responsibility of the applicable winner. A 1099 tax form may be issued to the Contest Grand Prize Winner.

15. WINNERS LIST: To receive the list of winners of prizes, send a #10 self-addressed stamped envelope for receipt by October 31, 2013 to: Fit Me® Shine Free: Be The Next CITY IT Girl Contest Winners List Request, c/o Realtime Media, 40 Morris Ave., Suite 300, Bryn Mawr, PA 19010.

SPONSOR: Maybelline, Consumer Products Division of L'Oreal USA, 575 Fifth Avenue, New York, NY 10017

ADMINISTRATOR: Realtime Media LLC, 40 Morris Ave., Suite 300, Bryn Mawr, PA 19010

Bryn Mawr, PA 19010