BY ENTERING AND PARTICIPATING IN THE SWEEPSTAKES, ENTRANT (1) FULLY AND UNCONDITIONALLY AGREES TO ACCEPT AND BE BOUND BY THESE OFFICIAL RULES AND BY ALL DECISIONS OF SPONSOR, WHICH DECISIONS, INCLUDING WITHOUT LIMITATION DECISIONS REGARDING ELIGIBILITY, WINNERS AND THE INTERPRETATION OF THE TERMS USED IN THESE OFFICIAL RULES, SHALL BE FINAL AND BINDING IN ALL RESPECTS; AND (2) REPRESENTS AND WARRANTS THAT ALL INFORMATION PROVIDED BY ENTRANT IN CONNECTION WITH THE SWEEPSTAKES IS TRUE, ACCURATE AND COMPLETE AS OF THE DATE OF ENTRY.

1. ELIGIBILITY: VOID OUTSIDE OF THE ELIGIBILITY AREA (DEFINED BELOW) AND WHERE OTHERWISE PROHIBITED BY LAW. Participation in this Sweepstakes is open to any individual who is, as of the beginning of the Sweepstakes Period, (a) a legal resident of one of the continental United States or the District of Columbia (excluding Alaska, Hawaii, Guam, Puerto Rico, and all other U.S. and foreign territories and possessions) (the "Eligibility Area"); and (b) between 13 and 25 years of age. Employees, officers, directors, shareholders, and agents of Sponsor, Matsushita Electric Corporation of America (Panasonic), V Tech Communications, Avon Products, The Sharper Image, Metro-Goldwyn-Mayer Studios Inc. and their representatives and agents (such entities, collectively, the "Sweepstakes Entities"), the respective employees, officers, and directors of the Sweepstakes Entities, and the immediate family members (spouse, mother, father, sister, brother, daughter, or son, regardless of where they live) or members of the same households (whether related or not) of the foregoing individuals, are not eligible to participate in the Sweepstakes or to win any prize  

2. HOW TO ENTER: 

a. ONLINE ENTRY ONLY: To enter the Sweepstakes online, visit the home page on the Site (http://www.teenfreeway.com), fill out the online Sweepstakes entry form by providing your first and last name, birthday (month, day, year), email address, street address and telephone number ("Entry Data") and click "Submit." Online entries must be actually received by Sponsor before the end of the Sweepstakes Period to be deemed eligible; online entries received by Sponsor after the end of the Sweepstakes Period will be discarded and deemed VOID. In the event of a dispute as to who submitted an online entry, the individual who was, at the time of entry (in Sponsor’s sole discretion), the registered subscriber/holder of the email account used to enter the Sweepstakes, will be deemed the eligible entrant. 

b. ENTRY GUIDELINES AND RESTRICTIONS: LIMIT ONE (1) ONLINE ENTRY PER PERSON. The use of robotic, automatic, macro, programmed, or like methods (including without limitation the use of any promotion/sweepstakes subscription, notification, entry, or like sites or service that offers sweepstakes entry services "on behalf of" entrant) is strictly prohibited. Odds of winning are determined by and depend on the total number of eligible entries received. Any attempt to enter the Sweepstakes that is made in a manner other than as permitted in this Section 2 will, upon discovery thereof by Sponsor, be deemed VOID and ineligible. Proof of entering Sweepstakes online will not be deemed by Sponsor to constitute proof of delivery or receipt of entry. Any use of entry methods prohibited by these Official Rules may, upon discovery thereof by Sponsor and in Sponsor's sole and absolute discretion, VOID some or all entries made by such methods and subject entrant to disqualification from further participation in the Sweepstakes and/or any future Sponsor sweepstakes or other promotions. No changes to any entry materials or information will be permitted once submitted. All entries become the property of Sponsor and will not be acknowledged or returned. 

3. THE PRIZES: 

a. SELECTING THE WINNERS: On or around September 10, 2003, one (1) potential Grand Prize Winner, four (4) potential First Prize Winners, six (6) potential Second Prize Winners, twenty-five (25) potential First Prize Winners, six (6) potential Fourth Prize Winners and ten (10) potential Fifth Prize Winners (each, a "Winner" and collectively, the "Winners") will be selected at random by Sponsor from among all eligible entries received during the Sweepstakes Period. Sponsor will use commercially reasonable efforts to contact potential Winners within fourteen (14) days after the actual date of Sponsor's selection of Winners. Inability of Sponsor to contact any potential Winner, or return of Sponsor emails or prize notification as "undeliverable" for any reason, may result in disqualification of such potential Winner and selection of an alternate potential Winner from among all remaining eligible entries. Each potential Winner, where permitted by law, may be required by Sponsor to execute and return an Affidavit of Eligibility and a Liability/Publicity Release (the "Affidavit/Release") and/or a completed IRS W-9 form within seven (7) days following Sponsor's notification. (A potential Winner who is under 18 years of age may, in Sponsor's sole and absolute discretion, be required to have a parent or legal guardian execute his or her Affidavit/Release as well.) Noncompliance within such seven (7) day requirement, or inability or unavailability of any potential Winner to accept a prize for any reason, may result in disqualification of such potential Winner and selection of an alternate potential Winner from among all remaining eligible entries. 
 
b. PRIZES: GRAND PRIZE (1): One (1) Grand Prize Winner will be awarded the Grand Prize, which will consist of one (1) gift certificate for seven (7) Beauty Makeovers at a spa or beauty salon near the Grand Prize Winner's residence to be determined by Sponsor in its sole discretion, redeemable by Grand Prize Winner and six (6) friends ("Friends") during one appointment (approximate retail value ("ARV") of gift certificate: US$1,050.00). In addition, Grand Prize Winner and Friends will each receive one (1) mark.VIF Cosmetic Kit (ARV: US$65.00), one (1) Uptown Girls poster (ARV: US$15.00) and one (1) Uptown Girls CD soundtrack (ARV: US$15.00). Total ARV of Grand Prize category: US$1,715.00. FIRST PRIZE (4): Four (4) First Prize Winners will be awarded the First Prize, which will consist of one (1) Panasonic Ultra Thin MP3 Portable Audio Player, model SLCT 700 (ARV: US$99.95). Total ARV of First Prize category: US$399.80. SECOND PRIZE (6): Six (6) Second Prize Winners will be awarded the Second Prize, which will consist of one (1) Che-ez! Snap Digital Camera from The Sharper Image (ARV: US$69.95). Total ARV of Second Prize category: US$419.70. THIRD PRIZE (25): Twenty-five (25) Third Prize Winners will be awarded the Third Prize, which will consist of one (1) mark.VIF Cosmetic Kit (ARV: US$65.00). Total ARV of Third Prize category: US$1,625.00. FOURTH PRIZE (6): Six (6) Fourth Prize Winners will be awarded the Fourth Prize, which will consist of one (1) V Tech VMix Cordless Phone (ARV: US$49.99). Total ARV of Fourth Prize category: US$299.94. FIFTH PRIZE (10): Ten (10) Fifth Prize Winners will be awarded the Fifth Prize, which will consist of one (1) Uptown Girls poster (ARV: US$15.00) and one (1) Uptown Girls CD soundtrack (ARV: US$15.00). Total ARV of Fifth Prize category: US$300.00. Total ARV of all prizes to be awarded in connection with the Sweepstakes: US$4,759.44. The value of the prizes set forth above represents Sponsor’s good-faith determination of the maximum retail value thereof. All prizes will be awarded.  

c. ADDITIONAL TERMS AND CONDITIONS GOVERNING PRIZES: All prizes won by a minor will be awarded in name of parent or legal guardian, and all responsibilities of a minor Winner will be assumed by her parent or legal guardian. Spa/beauty salon gift certificate is subject to issuer's terms and conditions. Blackout dates and/or additional restrictions may apply. Grand Prize Winner and Friends must redeem gift certificate during one appointment. The Sweepstakes Entities assume no responsibility for cancellation due to labor strike, industry conditions, commercial viability, or any other cause. All prizes awarded in connection with the Sweepstakes are nontransferable and nonendorseable. Grand Prize Winner (or if Grand Prize winner is a minor, Grand Prize winner's parent or legal guardian) is responsible for Grand Prize Winner's and Friends' transportation to and from spa or beauty salon. All gratuities and taxes (including without limitation Federal, state, and local taxes) on or in connection with any prize, and the reporting consequences thereof, are the sole and exclusive responsibility of Winner (or if Winner is a minor, Winner's parent or legal guardian). No substitution of any prize will be permitted, except that Sponsor reserves the right in its sole discretion to substitute with either the cash value of the applicable prize that would otherwise have been awarded, or a prize or prizes of equal or greater value, in the event that (i) such prize is unavailable, or (ii) the Winner is unable to receive, accept, or assume responsibility for the prize for any reason. Except where otherwise expressly noted in these Official Rules, the selection of all vendors, prizes, products, and services is subject to Sponsor’s sole and absolute discretion.

4. DISQUALIFICATION/INELIGIBILITY: Without limiting any other provision of these Official Rules, Sponsor reserves the right, at any time and in its sole discretion, to disqualify and/or deem ineligible to participate in this Sweepstakes or any future Sponsor sweepstakes or other promotions, any individual it suspects: to be tampering with the entry process or the operation of the Sweepstakes or Site; to be in violation of the Site's terms of use [http://www.teenfreeway.com], Privacy Policy [http://www.teenfreeway.com/newdesignfiles/privacy.htm], or other terms, conditions, or guidelines; to have failed to agree to these Official Rules; to be in violation of these Official Rules; to be acting in bad faith, or in a non-sportsmanlike or disruptive manner; or to be annoying, abusing, threatening, or harassing any other person in connection with the Sweepstakes or the Site. Furthermore, Sponsor reserves the right, in its sole and absolute discretion, to disregard and/or deem VOID any or all of such entrant's entries in the Sweepstakes. ANY ATTEMPT TO DAMAGE THE SITE OR TAMPER WITH OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF THESE OFFICIAL RULES AS WELL AS CRIMINAL AND CIVIL LAWS. SHOULD SPONSOR BELIEVE OR BECOME AWARE THAT SUCH AN ATTEMPT HAS BEEN, IS BEING, OR WILL BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY RESPONSIBLE ENTRANT(S) AND OTHER RESPONSIBLE INDIVIDUAL(S) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION CRIMINAL PROSECUTION.

5. LICENSE: Where permitted by law Winner (and if Winner is a minor, Winner's parent or legal guardian) agrees to grant to Sponsor, the Sweepstakes Entities, and their respective licensees, affiliates, and assigns, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including without limitation the World Wide Web, at any time or times, the Winner’s name, likeness (actual or simulated), voice (actual or simulated), and biographical information as news or information and for advertising and promotional purposes without additional consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Sponsor in its sole discretion.

6. RELEASE AND INDEMNIFICATION: BY ENTERING THE SWEEPSTAKES, ENTRANTS RELEASE AND HOLD THE SWEEPSTAKES ENTITIES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, RIGHTS, CLAIMS, AND ACTIONS OF ANY KIND ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE SWEEPSTAKES OR PARTICIPATION IN ANY SWEEPSTAKES-RELATED ACTIVITY (INCLUDING WITHOUT LIMITATION THE REMOVAL FROM THE SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY MATERIALS), OR RESULTING DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE SWEEPSTAKES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, AND/OR PROPERTY DAMAGE, AS WELL AS CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY.
 
7. DISCLAIMERS; LIMITATION OF LIABILITY. The Sweepstakes Entities make no warranties, and hereby disclaim any and all warranties, express or implied, concerning any prize furnished or made available in connection with the Sweepstakes. No responsibility is assumed by the Sweepstakes Entities for lost, late, incomplete, stolen, misdirected, mutilated, postage-due, illegible, unreadable, inaccurate, incorrect, inaccessible, corrupted, or unusable online entries; incorrect or inaccurate online or printed information relating to the Sweepstakes (including typographical errors); any computer, telephone, cable, network, satellite, server, service provider, Site, electronic, power, or Internet or other hardware or software malfunctions, failures, connections, or availability; data loss or late or incorrect data processing; Internet traffic congestion; service provider/Internet/Site inaccessibility, unavailability, or malfunction; garbled or jumbled transmissions; or unauthorized human intervention. Although Sponsor attempts to ensure the integrity of the Sweepstakes, Sweepstakes Entities are not responsible for the actions of entrants or other individuals in connection with the Sweepstakes, including entrants' or other individuals' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Sweepstakes. Sweepstakes Entities are not responsible for injury or damage to entrant’s or to any other person's computer(s), other equipment, or person(s), related to or resulting from participation in the Sweepstakes or downloading materials from or using the Site. If, for any reason, the Sweepstakes is not capable of running as planned by reason of damage by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical limitations or failures, strikes, industry conditions, bankruptcy or liquidation, marketplace demands, applicable law, unforeseen obstacles, or any other causes which, in the sole opinion of Sponsor, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Sweepstakes, Sponsor reserves the right in its sole and absolute discretion to modify these Official Rules and/or to cancel, terminate, modify, or suspend all or any part of the Sweepstakes, and to select a Winner from among all eligible entries received up to the time of such cancellation, termination, modification, or suspension, as applicable, in accordance with Section 3(a) above. IN NO EVENT WILL THE SWEEPSTAKES ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF ANY ACCESS TO AND/OR USE OF THE SITE, THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM THE SITE, THE REMOVAL FROM THE SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY MATERIALS, OR THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF, OR ANY HARM RESULTING FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF, OR PARTICIPATION IN, ANY PRIZE AWARDED IN CONNECTION WITH THE SWEEPSTAKES. WITHOUT LIMITING THE FOREGOING, THE SWEEPSTAKES, ALL PRIZES, AND ALL MATERIALS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. GOVERNING LAW. THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA AND WHERE THE RELEVANT CONTACTS ARE WITH SUCH STATE SHALL GOVERN (i) THE VALIDITY AND INTERPRETATION OF THESE OFFICIAL RULES; (ii) THE PERFORMANCE BY ENTRANT AND SPONSOR OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER; AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THE SWEEPSTAKES.

9. MISCELLANEOUS: 

a. DATES AND DEADLINES: Because of the unique nature and scope of the Sweepstakes, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Sweepstakes.

b. PRIVACY: Information submitted in connection with the Sweepstakes will be treated in accordance with these Official Rules and Sponsor's Privacy Policy (as may be amended from time to time), currently located at http://www.teenfreeway.com/newdesignfiles/privacy.htm; provided, that in the event of any conflict between these Official Rules and such Privacy Policy, the terms and conditions of these Official Rules shall prevail. Additionally, if an eligible entrant "opts in" to specific offers from participating Sweepstakes Entities, such entrant's Entry Data will be subject to each company's respective privacy policy and the entrant agrees to receive additional e-mail communication from those companies 

c. NON-ENDORSEMENT: The use of any non-Sponsor trademarks, service marks, logos, or other marks in connection with this Sweepstakes or any prize is not meant by Sponsor to imply the endorsement of the respective owner(s) of such marks, or any affiliation of the respective owner(s) of such marks with the Site or the Sweepstakes.  

d. SEVERABILITY; HEADINGS: If any provision of these Official Rules is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Official Rules and shall not affect the validity and enforceability of any remaining provisions. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.  

e. OFFICIAL RULES/WINNER LIST: For a copy of these Official Rules or for a list of the Winners (available after September 4, 2003), send a self-addressed stamped envelope to TeenFreeway.com/Uptown Girls Sweepstakes, 70 Walnut Street, Wellesley, MA 02481 (Vermont residents may omit return postage).