OFFICIAL RULES

DORITOS® brand Unlock Xbox Contest (“Contest”)OFFICIAL RULES

TO ENTER, YOU MUST READ THE OFFICIAL CONTEST RULES BELOW AND YOU MUST AGREE TO THE RULES BY CLICKING THE CHECKBOX WHERE INDICATED WHEN ENTERING THE CONTEST.

BY ENTERING THIS CONTEST, YOU AGREE THAT YOUR ENTRY AND THE PERSONAL INFORMATION COLLECTED FROM YOU IN CONNECTION WITH THIS CONTEST WILL BE SHARED WITH BOTH CONTEST SPONSORS -- FRITO-LAY, INC. AND MICROSOFT CORPORATION (collectively “SPONSORS”). FRITO LAY’S USE OF YOUR PERSONAL INFORMATION IS SUBJECT TO THE FRITO-LAY PRIVACY POLICY, LOCATED AT http://www.fritolay.com/fl/flstore/cgi-bin/privacy_policy.htm. MICROSOFT CORPORATION’S USE OF YOUR PERSONAL INFORMATION IS SUBJECT TO THE MICROSOFT PRIVACY POLICY LOCATED AT http://privacy.microsoft.com/en-us/fullnotice.aspx.

NO PURCHASE NECESSARY. VOID WHERE PROHIBITED. PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING. OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “ELIGIBILITY AREA”) WHO ARE 18 YEARS OF AGE OR OLDER AND LOCATED IN THE ELIGIBILITY AREA AT THE TIME OF ENTRY. VOID ELSEWHERE AND WHERE PROHIBITED BY LAW. SEE BELOW FOR ADDITIONAL ELIGIBILITY RESTRICTIONS.

1. ELIGIBILITY: Open only to legal residents of the 50 United States and the District of Columbia who are 18 years of age or older at time of entry. The following individuals are not eligible: employees, contractors, directors and officers of Frito-Lay, Inc., Microsoft Corporation, Microsoft’s Third Party Game Developer(s), and each of their respective parent, subsidiaries and affiliated companies, distributors, web design, advertising, fulfillment, judging and Contest agencies involved in the administration, development, fulfillment and execution of this Contest and any related sweepstakes (collectively, the “Contest Parties”), and the immediate family members (spouse, parent, child, sibling and spouse or "step" of each) and those living in the same households (those persons whether related or not who live in the same residence for at least three months during the twelve-month period preceding the start date of the Contest) of each such employee, contractor, director or officer.

2. CONTEST SCHEDULE: You may enter the Contest between 12:00:01 am Central Time (“CT”) on June 21, 2007 and 11:59:59 pm CT on July 29, 2007 (“Contest Entry Period”).

3. TO ENTER: To enter the Contest, log on to http://www.unlockxbox.com (“Web Site”) during the Contest Entry Period and click on the corresponding link to go to the Contest submission page. You should carefully review and consider the Creative Assignment (noted below in Rule #4) for the Contest to develop your idea, and review the DORITOS® branded assets provided on the Web Site for potential inclusion in your submission. Before participating in the Contest, you must register by filling out the registration form. Once registered, you must review these Official Rules and check the box indicating “I Accept these Rules & Regulations”. When you have successfully completed the registration information, click "Submit" and follow the instructions to upload a completed content submission form (each, a "Submission Form") that describes your original idea for a DORITOS®-inspired video game in no more than 500 words along with any other original elements or components you would like to have considered as part of your entry that you believe will help describe, depict or illustrate your idea (collectively, the "Submission"). The Submission may include any of the following back-up materials in electronic format to accompany the written description of your idea: screen shots; photographs; cartoons; renderings; videos; drawings; music; audio dramatization; and/or DORITOS® branded assets provided on the Web Site. You may include up to 5 media files total to bring your idea to life. This includes up to 3 image files that are no more than 3MB each in size (.jpeg, .gif format ONLY) and 2 video/audio files (.mpg, .mp4, .mov, .flv, .avi, .wmv, .mp3, .wav format ONLY) that are no more than 50MB each in size. Once your Submission is entered, you may make no modifications or revisions and your Submission is considered Final. The Submission Form is the only required element of your Submission. Refer to Rule 6 below for more details on requirements for your Submission. Submissions that do not include all required information and adhere to the foregoing and requirements in Rule 6 will be considered void and will not be considered in the judging of this Contest. Any communication or information, including, without limitation, a Submission, transmitted to Sponsors and/or the Web Site by electronic mail or otherwise is and will be treated as non-confidential and nonproprietary and will not be acknowledged or returned.

4. CREATIVE ASSIGNMENT: Tell us your idea for a DORITOS® brand–inspired video game. Use our iconic shape, bold flavors or simply our intense experience… whatever comes to mind. How you use that inspiration is entirely up to you. Just make sure your Submission is consistent with these Official Rules.

5. CONTEST TERMS OF SUBMISSION: As a condition of entry into this Contest, and by entering a Submission, each Entrant:

1. WARRANTS AND REPRESENTS THAT THE ENTRANT OWNS ALL RIGHTS TO THE CONTENTS OF THE SUBMISSION HE/SHE IS ENTERING IN THIS CONTEST, WITH THE EXCEPTION OF ANY DORITOS® BRAND ASSETS PROVIDED BY THE SPONSOR FOR USE BY ENTRANTS IN CONNECTION WITH THIS CONTEST;
2. IF APPLICABLE (I.E., TO THE EXTENT THAT THERE ARE ANY INDIVIDUALS PICTURED AND/OR HEARD IN ANY ELEMENT OF THE SUBMISSION), WARRANTS AND REPRESENTS THAT THE ENTRANT IS THE ONLY INDIVIDUAL PICTURED AND/OR HEARD IN ANY ELEMENT OF THE SUBMISSION, OR, ALTERNATIVELY, THAT THE ENTRANT HAS OBTAINED PERMISSION FROM EACH PERSON WHO APPEARS IN THE SUBMISSION TO GRANT THE RIGHTS TO THE CONTEST PARTIES DESCRIBED IN THESE RULES, AND CAN MAKE WRITTEN COPIES OF SUCH PERMISSIONS AVAILABLE TO THE CONTEST PARTIES UPON REQUEST;
3. WARRANTS AND REPRESENTS THAT HIS/HER SUBMISSION: (a) IS ORIGINAL TO THE ENTRANT AND HAS BEEN LEGALLY OBTAINED AND CREATED, (b) DOES NOT INFRINGE THE INTELLECTUAL PROPERTY, PRIVACY OR PUBLICITY RIGHTS OR ANY OTHER LEGAL OR MORAL RIGHTS OF ANY THIRD PARTY, OR VIOLOATE APPLICABLE LAWS, RULES OR REGULATIONS; (c) HAS NOT BEEN ENTERED IN OR WON PREVIOUS CONTESTS OR AWARDS; AND (d) HAS NOT BEEN PUBLISHED PREVIOUSLY IN ANY MEDIUM, WITH THE EXCEPTION OF ANY DORITOS® BRAND ASSETS PROVIDED BY THE SPONSOR FOR USE BY ENTRANTS IN CONNECTION WITH THIS CONTEST;
4. irrevocably and unconditionally grants, transfers, sells and assigns to Contest Parties the transferable right and permission to copyright (as appropriate), reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit, use, reuse (without limitation as to when or to the number of times used) make derivative works of and otherwise exploit the Submission (including, without limitation, the contents of the Submission Form), as well as the right to use such entrant’s name, likeness, biographical information any additional photographic images, video images, portraits, interviews or other materials relating to the Entrant and arising out of his/her participation in this Contest (with or without using the Entrant’s name) (collectively, the "Additional Materials") in any media throughout the world for any purpose, without limitation, and without additional review, compensation, or approval from the Entrant or any other party. Sponsors shall have the right, in their sole discretion, to edit, composite, morph, scan, duplicate, or alter the Submission(s) for any purpose which Sponsors deem necessary or desirable, and each Entrant irrevocably waives any and all so-called moral rights they may have in the Submission(s) submitted by him or her.
5. acknowledges and agrees that, if Entrant’s Submission is chosen as a "Finalist" (as defined in Rule 7 below), the Entrant will execute an Affidavit of Eligibility and Liability Release in form acceptable to the Contest Parties, in which the Finalist will confirm the above grant of rights and irrevocably grant, transfer, sell and assign to either or both of the Sponsors any and all rights, title and interest in the contents of the Submission and those elements of the Submission that are the intellectual property of the Entrant, including, without limitation, all copyrights, and waive all moral rights in the corresponding Submission.
6. forever waives any rights of privacy, intellectual property rights, and any other legal or moral rights that may preclude the Contest Parties’ use of the Submission or Additional Materials, or require the Entrant’s permission for Contest Parties to use them for any purpose, and releases the Contest Parties from (and agrees to never sue or assert) any and all claims arising from or related to their use of the Submission or the Additional Materials; and
7. agrees to indemnify and hold the Contest Parties 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 Contest Parties due to or arising out of the Entrant’s Submission or Additional Materials in this Contest, or the Entrant’s conduct during and in connection with this Contest, including but not limited to claims alleging violation or infringement of trademark, copyright, or other intellectual property rights, right of publicity, right of privacy or defamation.
8. agrees to release and indemnify and hold harmless the Contest Parties from any and all claims that any video, interactive game, advertising, promotion, presentation, web content or any other material subsequently produced, presented, and/or prepared by or on behalf of the Contest Parties (individually or collectively) infringes on the rights of Entrant’s work as contained in any Submission
9. understands that Sponsors cannot control the incoming information entrants will disclose to Sponsors’ representatives in the course of entering, or what Sponsors’ representatives will remember about your entry. Entrant also understands that Sponsors will not restrict the work assignments of Sponsors’ representatives who have had access to your entry. By entering this Contest, Entrant agrees that use of information in Sponsors’ representatives’ unaided memories in the development or deployment of Sponsors’ products or services does not create liability for the Sponsors under this agreement or copyright or trade secret law
10. understands that any Additional Materials or any part of the Submission that is owned by any third party may be removed by the Sponsors at any time, if Sponsors or and Contest Parties receive an appropriate notice from the third party right’s holder.
11. understands that you will not receive any compensation or credit for use of your entry, other than what is described in these Official Rules.

6. Additional Submission Requirements

• Submission must be primarily in English.
• All entries must be received by 11:59:59 pm CT on July 29, 2007.
• Once you complete and submit the final Submission, your Submission is final and may not be modified or edited further; however, you may incorporate modified elements of your previous Submission(s) and re-submit them as a new Submission, provided the new Submission is materially and substantially different than the previous Submission(s), in Sponsors’ sole discretion. No Submissions will be returned. Contest Parties may, in their sole discretion, remove, delete and/or disqualify Submissions deemed to be inappropriate or otherwise non-compliant with these Official Rules
• The person uploading the Submission will be deemed the entrant (“Entrant”). The Entrant is the one (1) person who is the authorized account holder of the email address associated with that Submission. In the event of a dispute regarding the identity of the holder of an email address, dispute will be resolved in favor of the individual who is the authorized holder of the email address. "Authorized email account holder" is defined as the natural person assigned an e-mail address by an Internet access provider, online service provider, or other organization (i.e., business, education institution) responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. If any group of individuals elects to collaborate on a Submission, they are required to designate one (1) person as the agent of the group to enter the Contest, agree to these rules and accept the prize on behalf of the group. The Contest Parties are not liable for any disputes between collaborators arising under or related to the Contest including without limitation the distribution of any prize within the group. In the event a dispute between collaborators or regarding the identity of an Entrant cannot be resolved to Sponsors’ satisfaction, the affected Submission will be deemed ineligible.
• You may enter as many as three (3) Submissions into the Contest as long as the same (or substantially similar) Submission is not uploaded more than one (1) time throughout the Contest Entry Period. Limit one (1) Finalist Prize per person, household and/or email address in this Contest. Only a Finalist Prize winner is eligible to receive the Grand Prize in the Contest.
• Each Submission must be suitable for general audiences (i.e., may not be obscene or indecent, including but not limited to nudity, pornography or profanity); it must not contain defamatory or disparaging statements (including but not limited to words or symbols that are widely considered offensive to individuals of a certain race, ethnicity, religion, sexual orientation or socioeconomic group) about other people or companies, it must not be excessively violent or promote alcohol, illegal drugs or tobacco (or the use of any of the foregoing) or a particular political agenda, it must not include threats to any person, place, business, group or nation, it must not invade privacy or other rights of any person, firm or entity, and it must not in any other way violate applicable laws and regulations. Your Submission must comply with the Entertainment Software Rating Board ("ESRB") rating of "T" or "E10+." For more information about the ratings go to h http://www.esrb.org/ratings/ratings_guide.jsp.
• Each Submission, Submission Form and Additional Materials must not contain or refer to any food or beverage products other than DORITOS® brand Tortilla Chips; it must not contain or reference any third party trademarks (with the exclusion of the DORITOS® brand), and it must not contain or reference any names or third party logos (other than the DORITOS® brand logo).
• Each Submission and Submission Form must not contain any copyrighted works (other than as owned by the Entrant). Any elements appearing in your Submission, including, without limitation music, audio, speech/voiceovers, stills, video, supers or other audiovisual materials used must be entirely original, created and performed by you, be in the public domain, or be downloaded DORITOS® assets from the Website. Use of any elements, including without limitation music, audio, speech/voiceovers, video, stills, visuals, or other materials that are not original, in the public domain, or downloaded from the Website may result in disqualification of Submission in Sponsors’ sole discretion.

All Submissions will be reviewed for content before being published or judged; however, such review does not relieve Entrant from responsibility for compliance with these Official Rules. Submissions that do not comply with these Official Rules or that otherwise contain prohibited, or inappropriate content as determined by the Sponsors, in their sole discretion, will be disqualified and will not be published or considered for a prize. Sponsors make the final determination as to which Submissions are eligible to take part in this Contest and be considered for a Finalist Prize. Certain Submissions may be featured from time to time on the Web Site during the Contest Entry Period, in Sponsors’ sole discretion; being selected as a featured Submission is unrelated to the Judging Criteria and does not guarantee selection as a Finalist in the Contest.

7. SELECTION OF WINNERS: Up to five (5) finalist Submissions (each, a “Finalist”) will be selected by a judging process in which a qualified panel of judges (“Judges”) will evaluate each eligible Submission based on the following judging criteria: Originality and creativity – 40%; Adherence to creative assignment – 30%; Overall appeal as a video game – 30%. In the event of a tie for the fifth Finalist spot, the tie will be broken based on the highest score in the first Judging Criteria, continuing thereafter to each Judging Criteria in order, as needed to break the tie. Once the five (5) Finalists are selected, a professional game developer will begin beta version production of the five (5) Finalist games. The five (5) Finalist beta version games (each, a "Finalist Game") will be posted for the public (ages 13 or older) to play and vote on their favorite at http://www.unlockxbox.com starting on October 29, 2007 at 12:00:01 am CT and ending on November 18, 2007 at 11:59:59 pm CT (“Voting Period”). Limit one (1) vote per person per Day. A “Day” is defined as the 24 hours between 12:00:01 am CT and 11:59:59 pm CT throughout the Voting Period. At the close of the Voting Period, the Finalist Game that receives the most votes will be deemed the Grand Prize Winner (“Grand Prize Winner”). In the unlikely event that public voting results in a tie, the tied Submissions will be re-judged by the Judges based on the judging criteria stated above. All Finalists are subject to verification, including without limitation, verification of eligibility, compliance with these Official Rules and completion of release forms (described below). If attempted notification is returned as undeliverable, if a Finalist cannot be verified, or if a Finalist is otherwise unable to accept prize, prize will be forfeited and may be awarded to an alternate Finalist provided sufficient time remains, in Sponsors’ discretion.

Entrants agree that the Sponsors have the sole right to decide all matters and disputes arising from this Contest and that all decisions of Sponsors are final and binding. Finalists agree to release, indemnify and hold harmless the Contest Parties from any and all liability, loss, damage, cost or claim related to any allegation regarding the acceptance or use or misuse of their prize, including but not limited to the production of the Finalist Game.

8. FIVE (5) FINALIST PRIZES: In addition to having the opportunity to work with a developer of Sponsors’ choosing to build a working beta of their game, each Finalist will receive a prize ("Finalist Prize") consisting of a 42" plasma television, a Limited Edition Xbox 360 Elite Console, ten (10) Xbox 360 titles (of Sponsors’ choosing)), 2000 Microsoft Points, a one (1) year Xbox Live Gold subscription, a home entertainment system including a 5.1 Dolby Surround Sound System, and a pro-gaming chair. Approximate retail value (“ARV”) of each Finalist Prize is $6,075. The Finalist Prize consists of only those items listed as part of the prize. Limit one (1) Finalist Prize per person, household and/or email address.

9. ONE (1) GRAND PRIZE: The Grand Prize winner will have his/her Finalist Game developed for possible distribution as an Xbox Live arcade game. There is no monetary value associated with the Grand Prize.

Sponsors make no guarantee the Finalist Game will be made and reserves the right not to make the Finalist Game for any reason. Sponsors shall have no obligation (express or implied) to use any Submission, or to otherwise exploit the Finalist Game or any Submission or, if commenced, to continue the distribution or exploitation thereof, and Sponsors may at any time abandon the use of the Finalist Game or any Submission for any reason, with or without legal justification or excuse, and Entrants shall not be entitled to any damages or other relief by reason thereof.

10. GENERAL CONDITIONS: Finalists are solely responsible for any taxes on their respective prizes, and will receive an IRS Form 1099 for the value of their prize. No substitution of prize is offered, except at the sole discretion of the Sponsors. Prizes are non-transferable. By participating, Entrants agree to these Official Rules, which are final and binding in all respects. Finalists will be notified by - e-mail on or around August 20, 2007 and will be required to provide further contact information including phone numbers and address and complete, sign and return an Affidavit of Eligibility/Liability Release, and, where lawful, a Publicity Release within ten (10) days of first attempted notification or an alternate Finalist may be selected. Notification of Finalist status must be kept confidential until the Finalists are publicly revealed by Sponsors or your Final Game will not be posted for public voting. Your Final Game will not be posted for public voting as a Finalist unless the properly and fully completed Releases are received by Sponsors no later than ten (10) days following first attempted notification. 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, Sponsors reserve the right, at their sole discretion to cancel, modify or terminate the Contest. Further, Sponsors reserve the right, at their sole discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Contest or any Sponsor or Contest website; (b) violating the Official Rules; (c) violating the terms of service, conditions of use and/or general rules, or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Sponsors reserve the right to require a potential Finalist Prize winner to submit to a confidential background check to confirm eligibility and help ensure that the use of any such person in advertising or publicity for the Contest will not bring Contest Parties into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Contest as determined by Sponsors in their sole discretion. This Contest is offered only in the United States and is governed by the laws of the state of Texas. All claims relating in any manner to this Contest or to any Submission must be resolved in the federal or state courts located in Collin County, Texas and all Entrants hereby consent to the personal jurisdiction in such venue.

11. LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Sponsors or Contest Parties resulting from any user’s participation in or attempt to participate in the Contest or ability or inability to upload or download any information in connection with participating in the Contest. No responsibility or liability is assumed by the Contest Parties for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Contest: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Web Site in whole or in part for any reason; traffic congestion on the Internet or the Web Site; unauthorized human or non-human intervention of the operation of the Contest, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Contest, or loss, miscount, misdirection, inaccessibility or unavailability of an email account used in connection with the Contest. The Contest Parties are not responsible for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Web Site. Use of Web Site is at user’s own risk. Sponsors and the Contest Parties are not responsible for any personal injury or property damage or losses of any kind which may be sustained to user’s or any other person’s computer equipment resulting from participation in the Contest, use of the Web Site or the download of any information from the Web Site. By participating in the Contest, the Entrant releases Sponsors and Contest Parties from any and all claims, damages or liabilities arising from or relating to such Entrant’s participation in the Contest. By accepting a prize in the Contest, winners agree that the Sponsors and Contest Parties shall not be liable for any loss or injury resulting from participation in the Contest and acceptance or use or misuse of any prize. Contest Parties are not liable in the event that any portion of the Contest is cancelled due to weather, fire, strike, acts of war or terrorism, or any other condition beyond their control (a “Force Majeure Event”). Each Entrant hereby acknowledges and agrees that the relationship between the Entrant and the Contest Parties is not a confidential, fiduciary, or other special relationship, and that the Entrant’s decision to provide the Entrant’s Submission to Sponsors for purposes of the Contest does not place the Contest Parties in a position that is any different from the position held by members of the general public with regard to elements of the Entrant’s Submission. Each Entrant acknowledges and agrees that the Contest Parties do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the Entrant’s copyright in and to the Submission. Finally, each Entrant acknowledges that, with respect to any claim by Entrant relating to or arising out of any Contest Parties’ actual or alleged exploitation or use of any Submission or other material submitted in connection with the Contest, the damage, if any, thereby caused to the applicable Entrant will not be irreparable or otherwise sufficient to entitle such Entrant to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of any video game or other material or production based on or allegedly based on the Submission, and Entrant’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

12. DATES & DEADLINES/ANTICIPATED NUMBER OF ENTRANTS: Because of the unique nature and scope of the Contest, Sponsors reserve 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 Contest. Sponsors cannot accurately predict the number of Entrants who will participate in the Contest.

13. WINNERS’ LIST/RULES REQUEST: For the names of the Finalists or Official Rules, send your request with a self-addressed, stamped envelope postmarked by 12/31/07 and received by 1/7/08 to: DORITOS® brand Unlock the Xbox, P.O. Box 10505, Rochester, NY 14610.

14. SPONSORS: Frito-Lay, Inc. 7701 Legacy Drive, Plano, TX 75024-4099 and Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.

DORITOS, DORITOS Logo and SNACK STRONG are trademarks used by Frito-Lay North America, Inc. ©2007 Frito-Lay North America, Inc. Microsoft, Xbox, and the Xbox logos are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries.