CONTEST OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. Internet access is required to enter.

1. DESCRIPTION: The Livescribe Inc. Developer Challenge is a trade skill-based contest (the “Challenge”) designed to motivate and reward technology developers, teams of developers, and business entities (each individual, each team, each individual member of a team, and each entity referred to herein, and collectively as applicable, as a “Participant”) who develop innovative, creative, functional and original applications for the Livescribe Store.

2. SPONSOR: The Challenge is sponsored by Livescribe Inc. (“Livescribe” or “Sponsor”), with principal place of business at 7677 Oakport Street, 12th Floor, Oakland, California 94621 USA.

3. BINDING AGREEMENT: By entering, you agree to these Official Rules (the “Terms”) and the decisions of the Judges and Sponsor which are final and binding in all respects. Please read these Terms prior to entry to ensure you understand and agree. After reading the Terms and in order to participate, each Participant must click the “I understand and agree” box on the Challenge entry webpage. Once the Participant clicks the “I understand and agree” box, the Terms form a binding legal agreement between each Participant and Livescribe with respect to the Challenge and each submission made by the Participant. Participants may not submit an entry to the Challenge and are not eligible to receive the Prizes described in these Terms unless they agree to these Terms. If a Participant is part of a team, each member of the team must read and agree to these Terms and by entering Participant accepts these Terms on his/her own behalf and that of each team member.
Special Note to Participants who are entering as part of a team: If a Participant enters as part of a team, the Participant understands and agrees that, in order for his/her team to be eligible to participate, all of the members of the team must accept the Terms in the manner specified by Livescribe. Furthermore, a Participant that is part of a team understands and agrees that if his/her team is selected to receive a Prize, the team is responsible for ensuring the funds are appropriately distributed to each member of the team and each member of the team must agree upon the method of payment. In addition, once a team has registered, the team may not add, remove, or substitute members or otherwise change the composition of the team for the duration of the Challenge. Finally, the eligibility of the Participant is tied to the team’s eligibility; if one member of the team does not comply with these Terms or is disqualified, the team as a whole will be disqualified. Sponsor disclaims all responsibility and liability relating to the above.

Special Note to Participants who are entering as a business entity: If a Participant is entering as part of a business entity, corporation, or other legal entity (hereinafter collectively referred to as “Business Entity”), Participant warrants that the appropriate corporate officers, executives, managers or other persons who have the authority to approve Participant’s entry into this Challenge have approved the Participant’s entry and the Participant understands that these terms will be binding on both the Participant and his/her Business Entity. Participants have the responsibility to review and understand their employer’s policies regarding Participant’s eligibility to participate in trade promotions. Furthermore, the Participant understands that if the Participant enters without obtaining the appropriate approval or if an individual is participating in violation of their employer’s policies, Livescribe may, in its sole discretion, disqualify the Participant’s entry or disqualify that Business Entity from receiving a prize. Finally, if a Business Entity is selected to receive a Prize, a corporate officer or person entitled to bind the Business Entity will be required to validate that the Participant is entitled to receive the Prize on the behalf of the Business Entity and the corporate officer or person entitled to bind the Business Entity must provide the appropriate information for payment of the Prize. Sponsor disclaims any and all liability or responsibility for disputes related to this matter.

4. ELIGIBILITY: The Challenge is open to Participants worldwide, except as set forth below, who have agreed to these Terms and who are at least 18 years of age and the legal age of majority, at the time of entry, to form valid contracts in their respective country, province or state of legal residence and meet any applicable U.S., national, state, local, or provincial legal requirements for participation. The Challenge is void in, and not open to residents of, Quebec (Canada), Cuba, Iran, Syria, North Korea, Sudan, Myanmar, or to individuals and entities restricted by U.S. export controls and sanctions. The Challenge is also void in any other nation, state, or province where prohibited by law or otherwise restricted (for example by filing or registration requirements). Employees of (i) Livescribe and (ii) affiliates and subsidiaries of Livescribe and members of their immediate families (defined as parents, children, siblings and spouse, regardless of where they reside and/or those living in the same household of each) are not eligible to participate in the Challenge. Livescribe reserves the right to verify eligibility and to adjudicate on any dispute at any time.

5. CHALLENGE TIMELINE: All Entries must be submitted before the end of the Submission Period. The “Submission Period” shall begin at 12:00 P.M. Pacific Time (PT) Zone in the United States on December 7, 2009 and ends at 11:59 P.M. Pacific Time (PT) Zone in the United States on March 13, 2010. All times referenced herein are Pacific Time. Sponsor’s clock/server shall be the official time keeping device for the Challenge. PARTICIPANTS ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN THEIR RESPECTIVE JURISDICTIONS.
Judging of Entries for each Round (as described herein below) will be conducted on or between approximately March 14th and March 31st, 2010, unless extended as necessary due to volume or as provided herein.

6. CHALLENGE REGISTRATION: During the Submission Period, Participants must first register to become an official developer with the Livescribe Developer Program and download the Livescribe Software Development Kit (“SDK”) in order to enter the Challenge. The SDK contains instructions, documentation, and all necessary tools to enable a Participant to build a Livescribe application.There is no purchase necessary to become an official developer.

In addition to official developer registration, Participants must also register to submit an Entry to the “Livescribe Developer Challenge Site”:http://www.facebook.com/livescribe , including but not limited to Entrant’s full name, mailing address, and working email address (“Registration Information”). Entries will be deemed made by the authorized account holder of the email address submitted at the time of entry, and any potential Prize recipient may be required to show proof of being the authorized account holder for that email address. The “authorized account holder” is the natural person assigned to an email address by the relevant provider of email services. Individuals and teams of individuals must provide the Registration Information for each and every individual involved with the Entry. Participants registering as a Business Entity must provide this information for an individual vested with the legal authority to bind the Business Entity to these Terms.

7. ENTRY SUBMISSION STEPS:

a. SUBMISSION OF ENTRIES: An “Entry” to the Challenge shall consist of an original 30-90 second video highlighting and explaining in detail the original software application written by the Entrant using the SDK. Individuals, teams, and Business Entities may submit an Entry by visiting the Livescribe Developer Challenge Site and following the directions found there any time before the end of the Submission Period. Applications described in an Entry must be fully functional and the submission video must accurately reflect the functionality and features of the application. Livescribe is not responsible for any claims or disputes between one Participant and any other Participant regarding the ownership of the Entry or the content within the Entry. Livescribe reserves the right to disqualify any individual Participant, Business Entity or Team at any time in its sole and absolute discretion.

A Participant may submit up to and no more than four (4) Entries. At the time of submission, the Participant must designate ONE and ONLY ONE category into which their Entry is submitted. The categories are as follows:

a. Entertainment
b. Educational
c. Productivity

Once submitted Entry cannot be changed, modified or canceled and cannot be reassigned to a different category. Any Entry submitted in the incorrect category (in Sponsor’s sole discretion) will not be re-assigned, but will be disqualified and not considered. Any Entry (or substantially similar application by the same Participant) must not have previously been publicly available through the Livescribe Store prior to December 7, 2009. Any final, beta, demo, trial, or incomplete version of an application that was submitted to and posted in the Livescribe Store prior to December 7, 2009, or any Entry for which the Participant received substantial development help from Livescribe is ineligible; all such determinations will be in the sole and final discretion of Livescribe.

NOTE: To enter multiple apps to the contest, you must clear your cookies between submissions so the contest site does not block you out

b.LANGUAGE: Entries must, at a minimum, support English language use but may also support other languages at the discretion of the Participant. Any video submitted not submitted in English must either be translated or submitted with English sub-titles.

c.CONTENT: Entries must comply with all terms of the Developer Agreement, including but not limited to the Livescribe Store Content Policy for Developers, User Experience Guide and Marketing Brand Guidelines which can be found on Livescribe Developer webpage. In addition and without limiting the foregoing, any Entry containing sexual, violent, abusive, harassing, offensive, insulting or otherwise inappropriate content (as determined by Livescribe) will be disqualified.

8. COMMUNITY ROUND OF JUDGING:

a. ENTRIES: All eligible Entries may be judged by any individual user (with the exception of Livescribe employees) who choose to participate as a community judge through the Livescribe Developer Challenge Site on the Facebook platform (a “Community Judge”). Each Community Judge may review and rate as many Entries as they wish with either a “thumbs up” or “thumbs down” rating. Ratings submitted by the Community Judges are final and binding. A running tally of ratings will not be made public and final determination of total ratings will be made by Livescribe.

b.QUALIFICATION: For the Community Round of judging, the Community Judges will be prompted to consider each Entry under the following judging criteria: Does the Entry introduce an original, indispensible or innovative application that you would use if commercially available (thumbs up), or not (thumbs down)? The Entry receiving the highest aggregate number of “thumbs up” ratings will be the potential grand prize winner of the Community Round, subject to verification of eligibility and compliance with these Terms. The Entries in each category (education, productivity and entertainment) receiving the highest number of “thumbs up” ratings with be the potential category prize winner of the Community Round, subject to verification of eligibility and compliance with these terms. In the case of a tie in the Community Judging Round, the tie will be broken (among the tied entries) by reposting all tied entries for re-judging for a period of 7 days (times and dates will be posted on the Site) in accordance with the following criteria: Select the ONE Entry that you consider is the original, indispensible or innovative application that you would use if commercially available. The tied entry with the highest number of Thumbs Up ratings will be determined the potential Community winner.

c. ELIGIBILITY FOR EXPERT ROUND: All eligible Entries submitted during the Submission Period will also be judged in the Expert Judging Round.

9. EXPERT ROUND OF JUDGING

a. ENTRIES: All eligible entries received during the Submission Period will also be subject to an Expert Round of judging. There is no opportunity to improve or modify an application between the Community and Expert Rounds of Judging.

b.JUDGING: All Qualifying Entries for the Expert Round Judging will be judged by a panel of experts in the fields of software development, and/or technology innovation (“Expert Judges”). The Expert Judges will score on the basis of 1-5 (the latter being the highest score) using the following judging criteria:

(1) Originality of Concept—Does the application introduce a great new idea; for example, a new angle on social applications?
(2) Effective Use of the Livescribe Platform—Does the application take advantage of Livescribe’s unique and compelling features?
(3) Polish and Appeal—Does the application appear that it would be easy to use and aesthetically appealing?
(4) Indispensability—Is the application compelling and essential, such as a game the user just can’t put down or a utility she can’t live without?

The Single Entry receiving the highest aggregate score will be the potential grand prize winner of the Expert Round, subject to verification of eligibility and compliance with these Terms. In the case of a tie in the Expert Round, the tie will be broken (among the tied entries) by the highest score in the Originality of Concept category, and if a tie still remains the tie will be broken (among the remaining tied entries) by the Entry with the highest score in the Effective Use of the Livescribe Platform category this works.
The Participants responsible for these Entries will receive the Prize described below, provided they have complied with the requirements of these Terms and submitted all tax and other paperwork required by Livescribe as described herein.

10. PRIZES:

a.ELIGIBILITY: If any Participant selected as a potential prize recipient for a given Prize is disqualified for any reason, the next highest-scoring Participant will be designated as the recipient of that prize.

b.PRIZES: Community Round Grand Prize (1): $5,000 USD (five thousand U.S. dollars awarded in the form of a check). Community Round Category Prizes (3): $500 USD (five hundred U.S. dollars awarded in the form of a check) Expert Round Prize: $5,000 USD (five thousand U.S. dollars awarded in the form of a check). Prize awards are subject to verification by Livescribe and compliance with these Official Rules, including but not limited to verification of identity with Livescribe.

c.DISTRIBUTION OF PRIZES: Except as expressly undertaken herein, Livescribe is not responsible for decisions on the division or distribution of the prizes among or between team members or Business Entities, or among tied winning Participants (if applicable), which is at the discretion and is the sole responsibility of the participating team or Business Entity, or tied winning Participants. In the case of teams of individuals, Livescribe will distribute an equal share of the Prize to each member of the team. In the event the Participant is a member of a Business Entity, Livescribe will award the applicable Prize to the Business Entity in the name of an individual identified with authority to bind the Business Entity and accept the prize. The Business Entity is then responsible for any division of the Prize. Failure to comply with these requirements will mean that the team or Business Entity has forfeited the applicable Prize and Livescribe may, in its sole discretion, select an alternative Participant to receive the Prize.

d. TAXES: PAYMENTS TO POTENTIAL PRIZE RECIPIENTS ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT THEY SUBMIT TO LIVESCRIBE ALL DOCUMENTATION REQUESTED BY LIVESCRIBE TO PERMIT IT TO COMPLY WITH ALL APPLICABLE UNITED STATES, STATE, LOCAL AND FOREIGN (INCLUDING PROVINCIAL) TAX REPORTING AND WITHHOLDING REQUIREMENTS. ALL GRANTS WILL BE NET OF ANY TAXES LIVESCRIBE IS REQUIRED TO WITHHOLD. ALL TAXES IMPOSED ON THE PRIZE, OTHER THAN THOSE LIVESCRIBE IS REQUIRED TO WITHHOLD, ARE THE SOLE RESPONSIBILITY OF THE PRIZE RECIPIENT.

In order to receive a prize, potential prize recipients must submit the tax documentation requested by Livescribe or otherwise required by applicable law, to Livescribe or the relevant tax authority, all as determined by applicable law, including, where relevant, the law of the potential prize recipient’s country of residence. The potential prize recipient is responsible for ensuring that (s)he complies with all the applicable tax laws and filing requirements. If a potential prize recipient fails to provide such documentation or comply with such laws, the prize may be forfeited and Livescribe may, in its sole discretion, select an alternative potential prize recipient.

e. NOTIFICATION: Participants who are chosen as potential Prize recipients will be notified by email on or before March 30th, 2010.

f. RELEASE: All Participants who are selected to receive a Prize will be required to agree to the terms of a Declaration of Eligibility, Liability and Publicity Release, and/or other documents prior to receiving the prize. If a team or Business Entity is selected as a potential Prize recipient, all members of the team or a person with the authority to bind the Business Entity, must agree to the terms of these agreements and must identify the individual that is to receive the Prize. Noncompliance with these Terms, or failure to timely submit any required documents specified by Sponsor will disqualify that Participant and/or team, or Entity and Livescribe may, in its sole discretion, select an alternative Participant to receive the Prize.

11. GENERAL CONDITIONS: Prizes are awarded without warranty of any kind from Livescribe, express or implied, without limitation, except where this would be contrary to federal, state, provincial, or local laws or regulations. Under no circumstances shall the submission of an Entry in the Challenge, the awarding of a Prize, or anything in these Terms be construed as an offer or contract of employment with Livescribe. Failure to respond to notification of potential award of a Prize may result in disqualification and selection of an alternate Prize recipient. A Participant may be prohibited from participating in this Challenge if, in Livescribe’s sole discretion, it reasonably believes that the Participant has attempted to undermine the legitimate operation of the Challenge by cheating, deception, fraud, or other unfair playing practices or annoys, abuses, threatens, harasses or intimidates any other Participants, Livescribe, the Community Judges or the Expert Judges.

You acknowledge and understand that Livescribe may independently develop applications that may be similar to or identical to your Entry in terms of theme, idea, function, or in other respects. You agree that you will not be entitled to any rights in, or compensation in connection with, any such similar or identical applications and/or ideas. You further acknowledge that other Entries may be similar or identical to your Entry in whole or in part, and the Judges in either Round are free to rate one Entry over the other. You acknowledge that you have submitted your Entry voluntarily and not in confidence or in trust. You acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between you and Livescribe and that no such relationship is established by your submission of an Entry to Livescribe under these Terms. You acknowledge that Entries may be subject to United States export laws, regardless of location or nationality. You agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations, sanctions programs administered by the United States Treasury Department’s Office of Foreign Assets Control, and any export laws applicable in your country of residence. You warrant that all of your Entries are authorized for export from the United States under these laws.

12. INTELLECTUAL PROPERTY RIGHTS: As between Livescribe and the Participant, the Participant retains ownership of all intellectual and industrial property rights in and to the Entry that Participant had before submission, including the right to distribute the application commercially. Without limiting the terms of the SDK, as a condition of entry, Participant grants Livescribe a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, publicly perform, publicly display and create a derivative work from, any Entry in whole or in part that Participant submits to this Challenge for the purposes of allowing Livescribe to test and evaluate the Entry for purposes of the Challenge, to administer the technical and other requirements of the Challenge including distribution of the Entry to the Community and Expert Judges, and to advertise, display, demonstrate, or otherwise promote the Livescribe platform. Participant specifically agrees that Livescribe shall have the right to use, reproduce, publicly perform, and publicly display the Entry in connection with the advertising and promotion of the Livescribe platform via communication to the public or other groups, including, but not limited to the right to make screenshots, animations and video clips available for promotional purposes.

13. PRIVACY AND PUBLICITY: Participants agree that personal data entered during the registration, including name, mailing address, phone number, and email address may be processed, stored, and otherwise used for the purposes and within the context of the Challenge. This data will be maintained in accordance with the Livescribe Privacy Policy. This data will be collected and maintained within the United States. By entering, Participants expressly agree to the transmission, processing, and storage of this personal data in the United States. By accepting a prize, participant agrees and consents to Livescribe and its agencies use of participant’s name, image and/or likeness, hometown/country, biographical information, and company (if applicable) in any and all media now known or hereinafter developed (including but not limited to the world wide web and internet) for period of 2 years — after completion of the Challenge in promotional and advertising material of Livescribe (or its agents) as a winner of the Challenge without additional compensation, unless prohibited by law.
Participants also understand this data may be used by Livescribe in order to verify a Participant’s identity, postal address, telephone number, email, and eligibility to receive a Prize. Participants have the right to access, review, rectify or cancel any personal data held by Livescribe in connection with the Challenge by writing to Livescribe at the address listed above. If a Participant does not provide the data required at registration, that Participant’s Entry will be ineligible.

For residents of the European Union: Pursuant to EU law pertaining to data collection and processing, you are informed that:

The data controller is Livescribe and the data recipients are Livescribe and its agents;
Your data is collected for purposes of administration of the Challenge;
You have a right of access to and withdrawal of your personal data. You also have a right of opposition to the data collection, under certain circumstances. To exercise such right, you may write to: legal@livescribe.com
Your personal data will be collected and maintained in the U.S.

14. WARRANTY AND INDEMNITY: By entering, each Participant represents and warrants that their Entry is: (i) original; and (ii) is submitted to the Challenge by or with the permission of all persons and/or entities who worked on or were engaged to work on the Entry, or by all persons who may have any right, title and interest in and to any part of the Entry and all such persons and/or entities have provided their written consent to submission of the Entry pursuant to the terms hereof and will grant the rights and license herein. Each Participant warrants that the Participant has not submitted any Entry that (1) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, patent, trade secret or confidentiality obligations; or (2) otherwise violates applicable U.S. law or the law of the Participant’s country of residence.

To the maximum extent permitted by law, each Participant indemnifies and agrees to keep indemnified Livescribe at all times from and against any threatened or actual actions, liabilities, claims, demands, losses, damages, costs and expenses resulting from any act, default or omission of the Participant and/or a breach of any warranty set forth herein. To the maximum extent permitted by law, each Participant agrees to defend, indemnify and hold harmless Livescribe, and the Judges, their affiliates and their respective directors, officers, employees and agents from and against any and all threatened or actual actions, claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any material uploaded or otherwise provided by the Participant that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by the Participant in connection with the Challenge; © any non-compliance by the Participant with these Terms; and (d) claims brought by persons or entities other than the parties to these Terms arising from or related to the Participant’s involvement with the Challenge. To the extent permitted by law, Participant agrees to release and hold Livescribe, its respective directors, officers, employees and assigns harmless for any injury or damage caused or claimed to be caused by participation in the Challenge and/or use, acceptance or delivery of any Prize, except to the extent that any death or personal injury is caused by the negligence of Livescribe.

15. ELIMINATION: Any false information provided within the context of the Challenge by any Participant including information concerning identity, mailing address, telephone number, email address, or ownership of right, or non-compliance with these Terms, or the like may result in the immediate elimination of the Participant from the Challenge. Livescribe further reserves the right to disqualify any Entry that it believes in its sole and unfettered discretion infringes upon or violates the rights of any third party, otherwise does not comply with these Terms, or violates U.S. or applicable local law in Participant’s country of residence.

16. NETWORKS: Proof of submission of an Entry does not constitute proof of receipt. Livescribe is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission. Livescribe is not responsible for theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind. Livescribe is not responsible for inaccurate transmissions of or failure to receive entry information by Livescribe on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof, except to the extent that any death or personal injury is caused by the negligence of Livescribe. If for any reason the Challenge is not capable of running as planned, including 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 Challenge, Livescribe reserves the right at its sole discretion to cancel, terminate, modify or suspend the Challenge. Livescribe further reserves the right to disqualify any Participant who tampers with the submission process or any other part of the Challenge. Any attempt by a Participant to deliberately damage any Web site or undermine the legitimate operation of the Challenge is a violation of criminal and civil laws and should such an attempt be made, Livescribe reserves the right to seek damages from any such Participant to the fullest extent of the law.

17. FORUM AND RECOURSE TO JUDICIAL PROCEDURES: These Terms shall be governed by, subject to, and construed in accordance with the laws of the State of California, United States of America, excluding all conflict of law rules. If any provision(s) of these Terms are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Challenge are hereby excluded, and all Participants expressly waive any and all such rights.

18. ARBITRATION: By entering the Challenge, you agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to the Challenge will be decided by binding arbitration. All disputes between you and Livescribe, of whatsoever kind or nature arising out of these Terms, shall be submitted to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for binding arbitration under its rules then in effect in the San Jose, California, USA area, before one neutral arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred.

19. WINNER’S LIST: You may request a list of winners for receipt by Livescribe on April 2nd, 2010 by writing to:

Livescribe Developer Competition
Marketing Department
Livescribe Inc.
7677 Oakport St. Fl 12
Oakland, CA 94621

20. DISCLAIMER: This promotion is in no way sponsored, endorsed or administered by, or associated with, Facebook. You understand that you are providing your information to Livescribe and not to Facebook. The information you provide will only be used for the purposes and within the context of the Challenge as further described above in Section 13.