THE FOLLOWING OFFICIAL RULES APPLY TO YOUR PARTICIPATION IN BRANDCASTING UNLIMITED, LLC's "REMEMBER BRITNEY" CONTEST (THE "CONTEST"). FOR PURPOSES HEREOF, EACH PARTICIPANT IN THE CONTEST SHALL BE REFERRED TO AS "YOU", "SPONSOR" SHALL REFER TO BRANDCASTING UNLIMITED, LLC AND "SUBMITTED PHOTO" REFERS TO ANY PHOTOGRAPH OR OTHER MATERIAL YOU SUBMIT IN CONNECTION WITH THE CONTEST.

SUBMISSIONS: Participants are invited to submit photographs of themselves at any past Britney Spears concert and/or wearing Britney Spears-related merchandise from prior Britney Spears tours. Submitted Photos shall be selected by Sponsor (Submitted Photos so selected are referred to as "Prize Photos") and such Prize Photos, or portions thereof, shall be included in a collage which will appear initially in a tour program for the 2009 Britney Spears Circus Tour and which may thereafter be used in any manner or means by Sponsor or its affiliates, licensees or assigns as provided herein. THERE IS NO ENTRY FEE. NO PURCHASE IS NECESSARY TO ENTER OR WIN. The Contest begins on January 19, 2009 at 4:00pm PST and ends on February 14th, 2009 at 11:59 PM PST.

ELIGIBILITY: The Contest is open to legal residents of the United States, Canada, European Union, Japan, Australia, Korea and Singapore and all other countries and jurisdictions in which this Contest may be lawfully conducted, aged thirteen (13) or older (Entrants under the age of 18 must have permission from a parent or legal guardian). Participation in the Contest constitutes each entrant's full and unconditional agreement to and acceptance of these Official Rules. VOID WHERE PROHIBITED.

SUBMITTED PHOTO REQUIREMENTS: Each Submitted Photo must be wholly original and created solely by you and may not have been previously published. You must wholly own all copyrights in and to such Submitted Photo without having granted at any time to any person or entity other than Sponsor the right to use such Submitted Photo. Each Submitted Photo must not contain the trademarks, designs, copyrighted works or intellectual property of any third parties.

Submitted Photos will not be eligible if they contain content or material of any kind that violates or is inconsistent with these Official Rules, including, without limitation, any content that contains (or appears to contain): (i) profane or obscene material; (ii) a representation or endorsement of alcohol abuse, illegal drug use or other illegal activity; (iii) nudity, profanity or extreme or gratuitous violence; (iv) any express or implied commercial endorsement; (v) any derogatory characterization of any person or group based on age, race, color, gender identity and expression, sexual orientation, religious beliefs, marital status, mental or physical disability, citizenship, creed, national origin, physical appearance, political affiliation, union membership, or other unethical aspects as determined by Sponsor; (vi) any unauthorized use of copyrighted or proprietary material; or (vii) depictions of any conduct or language deemed inappropriate by the Sponsor.

CLEARANCES: You are solely responsible for obtaining from all applicable individuals or entities any and all rights, releases, consents, clearances, licenses, and other authorizations (collectively, the "Clearances") necessary to exploit and otherwise use the Submitted Photo in any and all media throughout the world, including, location releases; releases from any person whose name, likeness or persona is shown, in the Submitted Photo.

By submitting the Submitted Photo, you warrant that the Submitted Photo, and all elements contained therein, are original with you, or have been fully cleared by you, and that neither the Submitted Photo nor Sponsor's uses thereof will infringe on any rights of any person or entity.

Sponsor hereby reserves the right (but not the obligation) to verify that all necessary Clearances relating to the Submitted Photo have been obtained prior to or after selecting any Submitted Photo as a Prize Photo. Without limiting the generality of the foregoing, Sponsor reserves the right to disqualify any Submitted Photo from the Contest if Sponsor determines at any time, in Sponsor's sole discretion, that you have not obtained all necessary Clearances.

CONDITIONS OF PARTICIPATION:

(i) You warrant that the Submitted Photo is an original work by you and that no persons have collaborated with you in creating the Submitted Photo, that you have the right to submit the Submitted Photo to Sponsor on the terms and conditions contained in these Official Rules and that the Submitted Photo is your original creation free of any infringement of copyright, trademark or other rights.

(ii) You hereby release Sponsor from any liability for loss or damage to any Submitted Photo.

(iii) In connection with each Submitted Photo, you consent, approve and authorize Sponsor to host, cache, store and maintain the Submitted Photo by any manner or means now known or later recognized. If your Submitted Photo is selected as a Prize Photo, all rights in and to such Prize Photo (including but not limited to all worldwide copyrights and rights to copyright therein and thereto) shall, upon such selection, be automatically transferred and assigned to Sponsor, and Sponsor shall be exclusively entitled to use, exploit and exhibit such Prize Photo by any manner or means now known or later recognized, without accounting, notification or other obligation to you. Such rights shall include, but not be limited to, the unqualified, unrestricted, unconditional, unlimited, worldwide, perpetual and royalty free right, to use, copy, reproduce, publish, transmit, web cast, broadcast, circulate, distribute, display, exhibit, perform, edit, adapt, reformat, combine, merge, superimpose, encrypt, encode and decode, distort, create or add special effects and/or illusions to alter and/or modify the Prize Photo and to otherwise use and exploit the Prize Photo, in whole or in part, in any form or format, on or through any media or medium now known or later recognized (including, but not limited to on and in connection with merchandise of any nature and on and in connection with any promotional or marketing materials relating to activities by Britney Spears) and with any technology or devices now known or hereafter developed or discovered.

(iv) Sponsor shall not be required to accept or use any Submitted Photo and Sponsor may, in its sole discretion, refuse to accept, use or do anything at all with respect to any Submitted Photo. You have no right to revoke or terminate any of the rights granted to Sponsor or to prohibit any use of any Prize Photo. You are not entitled to, and will not receive, any compensation or other consideration for any Prize Photo or any use of any Prize Photo.

(v) You hereby release Sponsor from any and all claims, encumbrances, liens, demands, actions or suits which you may or can have in connection with your submission of a Submitted Photo or Sponsor's use or exploitation of any Prize Photo, including, without limitation, any and all liability for any use or nonuse of your submission, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. Sponsor shall have the right to assign, transfer, convey, license, sub-license and otherwise transfer all or any portion of its rights in and to any Prize Photo to any other party, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future.

(vi) By accepting the terms and conditions of these Official Rules you represent, warrant and covenant to Sponsor and by submitting each Submitted Photo to Sponsor, you reaffirm each such representation, warranty and covenant, that (a) you have the legal right and capability to enter into this Contest and perform and comply with all of its terms and conditions, (b) all of the information provided by you to Sponsor in connection with this contest, is correct, complete and current, (c) the Submitted Photo does not violate any of the terms of these Official Rules, any rights of any other party, any law or any regulation, or infringe upon or misappropriate any intellectual property, privacy, publicity or other rights of any party, and (d) you hold and will continue to hold the necessary ownership, proprietary and other rights, to enter into this Contest, perform its obligations and grant all the rights granted herein. Upon the request of Sponsor, you will furnish Sponsor with any documentation, substantiation and releases necessary and reasonably required to prove, confirm, verify, and substantiate your compliance with all of the terms and conditions of these Official Rules, including, without limitation, all representations, warranties and covenants contained herein.

USE OF DATA AND AGREEMENT TO OFFICIAL RULES. Sponsor may collect personal data about you (including, without limitation, e-mail addresses) when you enter the contest.

Only Submitted Photos that are submitted in accordance with all applicable rules governing this contest will be eligible for selection as Prize Photos.

INDEMNITY AND LIMITATION OF LIABILITY: You further agree to release, indemnify, defend and hold Sponsor and its parent, affiliates, subsidiaries, directors, officers, members, employees, representatives and agents, including advertising and promotion agencies and assigns, and any other organizations related to the Contest, harmless from any and all claims, injuries, damages, expenses or losses to person or property and/or liabilities of any nature that in any way arise from participation in this Contest or the use or exploitation of a Prize Photo, including without limitation any condition caused by events beyond Sponsor's control that may cause the Contest to be disrupted or corrupted, and any injuries, losses or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of participation in the Contest, or any use or exploitation of a Prize Photo.

IN NO EVENT WILL SPONSOR BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE CONTEST, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

GENERAL CONDITIONS. The contest is governed by the laws of the State of California and Participants in the Contest hereby consent to the exclusive jurisdiction of the federal and state courts located in Lost Angeles, California for any causes or controversies arising out of the Contest. Each Participant waives any and all objections to jurisdiction and venue in these courts. All federal, state and local laws and regulations apply. Except where prohibited by law, you grant to Sponsor (and its advertising agencies) the right to use and publish your photo, name, likeness, voice, opinions, biographical information and statements in any media to promote Sponsor the Contest and/or the use and exploitation of any Prize Photo without additional compensation.

Sponsor reserves the right to cancel or modify the Contest for any reason, including but not limited to, if fraud or any other factor impairs the integrity of the Contest as determined by Sponsor in Sponsor's sole discretion. Sponsor's decisions as to all matters related to administration of the Contest are final.

If, in Sponsor's opinion, there is any suspected or actual evidence of electronic or other tampering with any portion of the Contest, or if technical difficulties compromise the integrity of the Contest, Sponsor reserves the right in its sole discretion to void any entries at issue (including disqualifying any individual who tampers with the entry process), and to cancel, terminate, modify or suspend the Contest, in whole or in part, at any time without notice.

Sponsor does not assume responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of unauthorized access to, or alternation of, entries. Sponsor is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry received by Sponsor on account of technical problems or traffic congestion on the Internet or at any web site, any combination thereof, or otherwise, including any injury or damage to entrant's or any other person's computer related to or resulting from participation or downloading any materials in the Contest.

CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

WINNER LIST: Sponsor shall post on the website www.britneyspears.com a list of all entrants whose Submitted Photos have been selected as Prize Photos.