Athlon/Shell Pro Football EC 2009/Rules (00060328).DOC

Shell Pro Football Experts Club

2009 OFFICIAL GAME RULES

1. NO PURCHASE, CONTRIBUTION OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN: This pro football experts club game ("Game") begins at 12:00:01 AM Eastern Time on August 10th, 2009 and continues through 17 rounds of pro football play (“Rounds”), ending at midnight Eastern Time on January 3, 2010 (“Game Period”). The Game is designed solely as a non-gambling promotional program (“Promotion”) and is only intended for entertainment purposes and the enjoyment of the participants. The Promotion begins with the start of registration at 12:00:01 AM Eastern Time on August 10th, 2009 and continues through the end of the “viewing period” of posted winning participants (“Winners”) at midnight Eastern Time on January 24th, 2010 (“Promotion Period”). From all eligible entries received, Winners will be identified according to the process set out in paragraph 4 below. Any participant’s ability to win is based solely on his/her ability to use his/her skill and knowledge of the game of football, pro football players and pro football teams in the 2009/2010 pro football season and accumulate a high number of points throughout the Game. Participation in the Game is described, regulated and clarified by and wholly subject to the provisions of these official rules (“Official Rules”).

2. ELIGIBILITY: The Game is open to individuals (only individuals may register and enter) legally residing, for purposes of all applicable state and federal tax laws, in one of the fifty (50) United States or the District of Columbia (excluding Delaware, New Jersey, Maryland, Virginia, Guam, Puerto Rico, and all other U.S. and foreign territories and possessions) ("Eligibility Area"), who are 18 years of age or older at the start of the Game Period and have the ability to enter into valid contracts in their personal jurisdiction of residence. The Game is VOID outside of the Eligibility Area and where otherwise taxed, prohibited or restricted. Employees and directors of Athlon Sports Communications, Inc. (“Athlon”) and Shell Oil Products U.S. (“Shell”) and each of their respective affiliates, subsidiaries, franchisees, advertising and promotional agencies, officers, directors, employees, and agents, their immediate families (defined as spouse, child, sibling, parent or grandparent or so-called “step” or “half’ variations of any of the preceding individuals), and those living in their same households are ineligible to play, win or collect prizes in the Game. Only individuals meeting all eligibility requirements and correctly registering for the Game as set out in paragraph 3 below may participate in the Game (“Players”). Each Player is required to indicate his/her acceptance to the Official Rules where indicated; provided, however, that any Player’s participation in the Game constitutes and is deemed Player’s agreement to the Official Rules and any and all decisions of Athlon and any third-party judges, which are final and binding in all respects. Players agree to waive any right to claim ambiguity in the Game and/or these Official Rules.

3. HOW TO REGISTER: Beginning 12:00:01 AM Eastern Time on August 10th, 2009, and throughout the Game Period, Players will log on to fantasyfillupgames.com (“Site”) and follow the instructions for registration for access to the Site, which will include the selection of a user name and password for logging on during subsequent visits to the Site and may include questions specific to Shell. Following registration, Player will follow the instructions to provide the information requested in the Official Entry Form, including Player’s name, e-mail address, physical address, and telephone number. Player may also be asked to consent to receive promotional e-mails. Consenting to receive promotional e-mails is optional and refusal to consent will not render any Player ineligible to play the Game or win prizes or affect or reduce any Player’s chances of winning. Each individual Player may only register once.

4. HOW TO PLAY/ACCRUE POINTS & PRIZES: During each Round of the Game, that Round’s group of pro football games will be listed on the appropriate page of the Site. In each Round in which Player participates, Player will complete each entry by (i) predicting and selecting the winning team of each football game of each Round, including an identified “Bonus Game” (“Predicted Team”); and (ii) predicting the actual combined score of both the winning and losing teams (“Predicted Score”) of the Bonus Game ("entry" or "entries"). Players completing entries after the Round begins will complete the entry as to only those yet “un-played” pro football games (“Eligible Game[s]”) in the Round. Players will then follow the instructions to submit the entry no later than thirty (30) minutes prior to the final official scheduled “start” or “kick-off” time of the next Eligible Game in that Round (“Round Entry Deadline”). Players will receive 100 points for each Selected Team that matches the actual winning team (“Winning Team”) of the Eligible Game. If Player’s Selected Team matches the Winning Team of the Bonus Game, Player receives that number of Bonus Points equal to 100 points less the Point Difference. The Point Difference is the number of points between the Player’s Predicted Score of the Bonus Game and the actual combined score for both the winning and losing teams of the Bonus Game (“Actual Score”). If a Player who has previously participated in a Round or Rounds fails to submit an entry by the Round Entry Deadline, that Player will be assigned an “automatic prediction” (“Auto-Pick”) for that Round . Each Auto-Pick will select the visiting team as the Winning Team for each of that Round’s scheduled games, with the exception of Bonus Games. There are no Auto-Picks for Bonus Games or Bonus Points awarded for Auto-Pick games. Each Player will be assigned a maximum of three (3) Auto-Picks during the Game. Players may submit only one (1) entry for each Round. Additional entries from any individual, using different e-mail addresses or any other system of multiple entries, will be disqualified. Lost, late, illegible, incomplete or misdirected entries are not eligible.

Determining Winners: Round Winners are those Players with the highest descending number of overall points in the particular Round. The Grand Prize Winner is that Player with the highest number of overall points for the entire Game. Round Tie-Breaking Procedure: (a) In the event of a tie between Players at the end of any Round, the Winner will be that Player whose Predicted Score for the Bonus Game is closest to the Actual Score of the Bonus Game; and (b) If Players remain tied after the Predicted Score tie-breaking procedure (as would be the case with identical entries), the Winner will be that Player demonstrating superior knowledge and confidence by submitting his/her entry at the earliest time, based on the actual documented time of the submission of Player’s entry as reflected in the Athlon database server. Any Player who does not submit an entry for a particular Round will not be eligible to win prizes for that Round, regardless of whether Player was assigned an Auto-Pick Team. Grand Prize Tie-Breaking Procedure: (a) In the event of a tie between Players at the end of the Game, the Grand Prize Winner will be that Player whose Predicted Scores for each Bonus Game is closest to the Actual Scores of each Bonus Game for the greatest number of Bonus Games for all Rounds; and (b) If Players remain tied after the Predicted Score tie-breaking procedure (as would be the case with identical entries), the Grand Prize Winner will be that Player demonstrating superior knowledge and confidence by submitting his/her final entry at the earliest time, as between the tied Players and based on the actual documented time of the submission of Player’s entry as reflected in the Athlon database server. Athlon reserves the right to award equal prizes to any tied Players as long as the sum total of all prizes awarded is equal to the approximate retail value (“ARV”) of the prize designated for that prize.

PRIZE SCHEDULE

GRAND PRIZE PRIZE DESCRIPTION ARV

Player’s Choice of Available Autographed Jerseys

$750.00

ROUND PRIZES

1^ST PLACE

1	Earl Campbell Autographed Mini Helmet with logo case	$154.00
2	Bob Griese Autographed Mini Helmet with logo case	$174.00
3	Chuck Noll Autographed Mini Helmet with logo case	$164.00
4	Bart Starr Autographed Mini Helmet with logo case	$304.00
5	Bob Lilly Autographed Mini Helmet with logo case	$124.00
6	Steve Young Autographed Mini Helmet with logo case	$204.00
7	Paul Hornung Autographed Mini Helmet with logo case	$124.00
8	Thurman Thomas Autographed Mini Helmet with logo case	$154.00
9	Deacon Jones Autographed Mini Helmet with logo case	$124.00
10	Marcus Allen Autographed Mini Helmet with logo case	$154.00
11	Eric Dickerson Autographed Mini Helmet with logo case	$150.00
12	Jim Brown Autographed Mini Helmet with logo case	$254.00
13	Sonny Jurgensen Autographed Mini Helmet with logo case	$194.00
14	Jim Kelly Autographed Mini Helmet with logo case	$174.00
15	Len Dawson Autographed Mini Helmet with logo case	$144.00
16	Gale Sayers Autographed Mini Helmet with logo case	$154.00
17	Lawrence Taylor Autographed Mini Helmet with logo case	$220.00

ROUND PRIZES

2^ND PLACE PRIZE DESCRIPTION ARV

Shell Gift Card

$50.00

ROUND PRIZES

3^RD PLACE PRIZE DESCRIPTION ARV

Shell Gift Card

$25.00

5. ABILITY TO WIN: The Game is a game of skill. Each Player’s ability to win depends solely on (1) his/her knowledge of the game of football and pro football history; (2) his/her knowledge of the strengths and weaknesses and both historical and recent performance of competing pro football players and teams; (3) his/her skill and ability to apply his/her knowledge of the above in accurately identifying which pro football teams will win when placed in specific competition with other pro football teams during a particular time in the pro football season; (4) his/her skill in assessing an individual football player’s effectiveness in a specific game and statistically analyze and predict with accuracy the total number of combined yards, passes and touchdowns likely to be earned by football players in any given game; (5) his/her skill in assessing an individual football team’s effectiveness in a specific game and statistically analyze and predict with some accuracy the total number of combined yards, passes and touchdowns likely to be earned by all football players on a team in a specific game against another team; and, (6) the number of eligible Players competing in the Game.

6. PRIZE AWARDING: Upon confirmation of eligibility and execution of requested eligibility and release documents, Winners will be awarded the prizes described in paragraph 4 above. All prizes will be awarded. Prizes may not be combined with any other offer. Winners will be responsible for any and all federal, state, and local taxes incurred in winning and accepting any prizes and all other expenses incurred in winning and accepting the prizes. Dollar amounts are expressed in U.S. currency. Gift cards may be subject to reasonable restrictions. Winners may receive an IRS 1099 form reporting the value of their prize. By accepting a prize, Winners waive the right to assert as a cost of winning their prize, any and all costs of redemption or travel to redeem the prize. It is the responsibility of Winner to make all necessary arrangements to redeem the prize, including any costs of travel, unless otherwise agreed by Athlon to deliver prize to Winner following identification of Winner and confirmation of eligibility. Any stated ARVs of prizes represent Athlon’s good-faith determination of the retail value of the prize. All Winners will be initially identified, subject to eligibility, no later than on or about seven (7) business days following the date of the last game in the last Round (“Effective Date”), by Athlon or its agent, the judge of the Game, whose decisions are final and binding. Winners will be notified by express mail and/or email, at Athlon’s discretion, on or about fourteen (14) business days following the Effective Date (“Notification”). The complete identification of all Winners will be posted on the “STANDINGS” page of the Site and will be available for viewing no later than the Effective Date or by either emailing expertsclub@athlonsports.com or by sending a written request in a stamped, self-addressed envelope for receipt no later than fourteen (14) business days following the Effective Date to: Athlon Sports Communications, Inc., 220 25^th Avenue North, Nashville, Tennessee 37203. Winners must provide positive identification in such form as is specified by Athlon to claim a prize. Return of Notification as undeliverable will result in disqualification and selection of an alternate Winner. Prizes will be awarded only upon Winner validation and verification by Athlon. All prizes must be redeemed by each Winner no later than thirty (30) days following Athlon’s confirmation of Notification. In the event of a dispute as to the identity of a Winner, the Winner will be the individual who was, at the time of entry, at Athlon’s sole discretion, the documented registered holder of the email account used to enter the Game. It is the sole responsibility of the Player to notify Athlon during the Promotion Period if his/her email address changes. The sale, re-sale, auction, transfer or assignment of any travel, ticket, event, gift card, autographed, branded or promotional merchandise prize or any prize intended to be personal to the recipient or the advertising of same in any way is strictly prohibited and any Player or Winner found to have engaged in such activity will be immediately disqualified and his/her prizes will be forfeited. In no event will more prizes be awarded than those listed above in paragraph 4. In the event that any prize is unavailable at the time it is scheduled to be awarded, Athlon reserves the right, in its sole discretion, to substitute that prize with either the cash value of the ARV of the applicable prize or a prize or prizes of equal or greater value. If the initially selected Winner cannot be contacted, is ineligible, fails to claim a prize, or if the prize is returned as undeliverable, the prize will be forfeited and an alternate Winner will be selected. Acceptance of a prize constitutes permission for Athlon, Shell, and their respective designees to use of Winner’s name, likeness, statements, voice, opinions, biographical information and state of residence for promotional purposes in any media without notice, further payment, consideration, credit, or right of approval or review (except where prohibited by law). Winners may be required to sign an affidavit of eligibility and liability release within five (5) days of Athlon’s request (except where prohibited by law).

7. TERMINATION OR DISQUALIFICATION: To cancel any Player’s participation in the Game, Player must send an email to expertsclub@athlonsports.com requesting that his/her registration be terminated (“Notice of Termination”). Player’s registration will be deemed terminated as of the date and time of Athlon’s receipt of the Notice of Termination as reflected by Athlon’s e-mail server (“Termination”). Upon Termination, Player may not participate in the Game and any points accrued by Player will be forfeited. The use of robotic, automatic, macro, programmed or like methods (including without limitation the use of any promotion/game subscription, notification, entry or like sites or service that offers Game entry services "on behalf of" Player) is strictly prohibited. Neither Athlon nor Shell is responsible for lost, interrupted or unavailable network server or other connections, miscommunications, failed telephone or computer or telephone transmissions or technical failure, jumbled, scrambled or misdirected transmissions, other error of any kind whether human, mechanical or electronic problems or technical malfunction of any telephone network or lines, computer systems, servers, access providers, equipment, or software, failure of any e-mail or entry to be received for any reason, traffic congestion on the internet or at any website, or any other technical problems related to website entries or any combination of the foregoing, including any injury or damage to a Player's or any other person's computer. Persons found tampering with, hacking, illegally registering for or abusing any aspect of the Game will be immediately disqualified, in Athlon’s sole discretion. If disqualified for any of the above abuses, Athlon will immediately terminate that Player’s participation in the Game and future contests by Athlon and Player will be ineligible to win or collect any prizes and must return any previously received prizes awarded in connection with the Game upon Athlon’s or Shell’s request. Players further acknowledge that the forfeiture of prize(s) and/or return of any prize(s) shall in no way prevent Athlon from pursuing any remedies legally available in connection with such conduct. Any violation set out in this paragraph or other attempt to damage any website of Athlon and/or Shell, or tamper with or undermine the legitimate operation of the Game, is a violation of these Official Rules, as well as any and all applicable criminal and civil laws. Athlon reserves the right to seek remedies and damages from any Players or individuals acting in concert with any Player to the fullest extent permitted by law. In the event any portion of this Game is compromised by any virus, bugs, non-authorized human intervention or other causes beyond the control of Athlon, which, in the sole opinion of Athlon, corrupts or impairs the administration, security, fairness or proper play of the Game, Athlon reserves the right to modify, suspend or terminate the Game and shall thereafter have no responsibility to reinstate the Game or award any prizes.

8. LIMITATION OF LIABILITY: By registering for and participating in the Game, Players agree: (a) to comply with the Official Rules and the decisions of Athlon and the judges, which shall be binding and final in all respects; (b) to comply with Athlon’s privacy policy and terms and conditions; (b) to release Shell and Athlon from all liability, loss or damage arising out of any participation in the Game or in connection with the awarding, receipt, possession, use and/or misuse of any prize; (c) to be contacted by Athlon by mail, telephone and/or email; and (d) that he/she acknowledges that neither Athlon nor Shell makes any warranty, representation, or guarantee, expressed or implied, in fact or in law, relative to any prize, and disclaim all liability for the provision, quality or nature of any third-party products or services provided to Winners. By registering for and participating in the Game, Players and/or Winners release Athlon and Shell, their respective officers, directors, employees, parent companies, affiliates, subsidiaries, advertising, promotion, fulfillment, marketing agencies, public relation firms, consultants or contractors from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses to persons (including personal injury, death and/or property damage, as well as any claims based on publicity rights, violations of protected speech rights or invasion of privacy) and property that may be sustained in connection with participation in the Game and the receipt, ownership, possession, acceptance, enjoyment, use or misuse of a prize, or while preparing for, participating in, and/or traveling to any prize-related activity.

9. PLAYER, GAME AND SITE INFORMATION AND CONTENT: Any information provided to Athlon and Shell by a Player, including Players’ names, addresses, telephone numbers and e-mail addresses will be used to administer the Game, communicate with Players in relation to the Game, for purposes of fulfilling any applicable prizes, providing necessary notice, or in connection with other appropriate purposes. Limited to the purposes outlined herein, Athlon will collect, use, and protect personal data in accordance with Athlon’s privacy policy, available for review at www.athlonsports.com. Any personal information provided by a Player for the benefit of other Players, including Player’s names, addresses, telephone numbers and e-mail addresses will be disclosed at the Player’s own risk and neither Athlon nor Shell shall have any liability in connection therewith. All data is proprietary to Shell and/or Athlon and will not be provided to unrelated third parties or returned to Player. Players are strongly cautioned to exercise judgment and safety in the disclosure of personal information, understanding that no on-line site or activity is completely impervious to outside intervention or activity regardless of the level of security employed by Athlon or Shell and that such information may be accessible to third parties. No Player will engage in the posting or blogging of false, harmful, offensive, violent, obscene, hurtful or potentially damaging language of any kind or at any time, understanding that such language may violate public, private, federal, state or local rights or laws governing speech, activity disguised as speech and/or any related public or personal interest, including each Player’s right to play the Game without harassment or disregard for the rights and values embodied in the Communications Decency Act and both common law and federally and state-enacted legislation against violations of the Lanham Act, slander, libel, defamation, hate speech, and gross and intentional disregard for the feelings of others or oneself (“Protected Speech Rights”). No Player may attempt to attach any link, ancillary portal or sub-site or upload or otherwise display any content on the Site or within the Game without the express written permission of Athlon and Shell, which may be withheld for any reason. Neither Athlon nor Shell is affiliated with, endorsed by, or licensed by, any of the athletes or their sponsors, teams, leagues, educational institutions, or professional organizations identified in connection with the Game and none are a sponsor of or associated with the Game in any way. Athlete, team, league, educational institution, professional organization and other associated names and/or designations, including any embedded or associated trademarks, logos and images (“Third Party Materials”) found on the Site are the trademarks, brands or other protected content of their respective owners and are used for acceptable, valid, and appropriate factual, descriptive, identification and non-trademark purposes only and Athlon and Shell are not owners of nor have any interest in the Third Party Materials, including as a licensee. The Site is intended for informational and entertainment use only. Any and all software, platforms, page or menu organization, components, content, play mechanisms, proprietary functionality, graphic or text materials, trademarks, service marks, brands, logos, slogans, names, music, photos, videos, sounds or any other materials in or on the Game or the Site that are not Third Party Materials or owned by Shell (“Protected Materials”), including all acquired goodwill and market recognition associated with the Protected Materials are the exclusive, valuable intellectual property of Athlon, subject to copyright, trademark or other statutory protection, and may not be copied, used, distributed, adopted, merged, or appropriated for any purpose without the prior express written permission of Athlon. Any and all graphic or text materials, trademarks, service marks, brands, logos, slogans, names, or any other materials in or on the Game or the Site that are owned by Shell (“Shell Materials”), including all acquired goodwill and market recognition associated with the Shell Materials are the exclusive, valuable intellectual property of Shell, subject to copyright, trademark or other statutory protection, and may not be copied, used, distributed, adopted, merged, or appropriated for any purpose without the prior express written permission of Shell.

10. GENERAL INFORMATION: Athlon reserves the right to modify the Official Rules at any time for the purposes of clarifying and effectuating how the Game should be played, how the Game will be scored, how Winners are determined, how tie-breaking procedures are applied, how unanticipated ties are resolved, and what prizes will be awarded. Any changes to the Official Rules will be reasonably made with the intention of not materially affecting the terms and conditions of the Game. In the event of inadvertent computer or operator error, the illegal or inappropriate activity of any Player, the unanticipated application, failure or effect of Game mechanisms of play or individual components, software or hardware, or force majeure events affecting the schedule(s) of registration, Player entry, Round or entry deadlines, the determination or notification of Winners, the application of tie-breaking procedures, or the awarding of prizes, Athlon reserves the right to modify, revise, add-to, nullify or utilize only in part the stated timing, commencement or termination of any Round, Period, Series, Field, entry or promotion period or schedule and/or, in its sole discretion, to implement substitute Rounds, Periods, Series, Fields, entry or promotion periods or schedules, or portions thereof, solely for purposes of conducting the Game in a fair and reasonable manner and determining Winners on an equal basis and without unfairly disqualifying otherwise eligible Players from winning prizes. All applicable federal, state and local laws and regulations apply. Any and all disputes in connection with the Game will be resolved exclusively in the appropriate courts in Nashville, Tennessee. Should there be a conflict between the laws of the State of Tennessee and any other laws, the conflict will be resolved in favor of the laws of the State of Tennessee. Each Player waives any and all objections to jurisdiction and venue and hereby submits to the jurisdiction of those courts. Any and all lawsuits or other disputes that arise relating to the Game must be filed within one (1) year of the last day of the Promotion Period. The failure of Athlon to exercise or enforce any right or provision of the Official Rules shall not constitute a waiver of such right or provision. If any part of the Official Rules is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of the Official Rules will remain fully in force.

Presented By: Shell Oil Products U.S.