VIRGIN MOBILE PRESENTS :: BRITNEY SPEARS CIRCUS

CONTEST RULES

The "Virgin Mobile Join Britney's Circus" Sweepstakes Official Rules (the "Official Rules")

NO PURCHASE NECESSARY TO PARTICIPATE OR WIN.

1. ELIGIBILITY. Open to United States citizens residing in the 50 United States and the District of Columbia, 18 YEARS OF AGE OR OLDER A R (OVER 21 YEARS OF AGE IF RESIDING IN MISSISSIPPI OR OVER 19 YEARS OF AGE IF RESIDING IN ALABAMA OR NEBRASKA), and who are not employees, immediate family members of employees, agents or affiliates of Virgin Mobile or their respective parent, subsidiary and affiliated companies, or participating vendors or their respective promotion and advertising agencies.

2. HOW TO ENTER AND PRIZES. The "Virgin Mobile Join Britney's Circus" Sweepstakes (the "Promotion") is sponsored and administered by Virgin Mobile USA, L.P. ("Virgin Mobile" or "Sponsor"). The Promotion is comprised of eleven 11 separate promotion periods each for a chance to win the Grand Prize: two (2) tickets to the "Virgin Mobile presents The Circus Tour starring Britney Spears" on the dates and locations set forth below and for certain Promotion Periods listed below a First Prize: one (1) Virgin Mobile Shuttle phone or a Virgin Mobile Slash phone. Each prize event is referred to herein as the "Event". Travel and accommodations are the sole responsibility of the Winner and is not included in the prize. Each promotion period ("Promotion Period") begins and ends as follows:

Promotion Period

Drawing Date

Prizes

Entry Recieved By

3/1/09 to 3/5/09 3/6/09 5 Grand Prize Winners
3/11/09 - Nassau Coliseum, Uniondale, New York (ARV $300)

2 First Prize Winners
Virgin Mobile Shuttle phone (ARV $100) OR Virgin Mobile USA Slash phone (ARV $80) with a $30 Virgin Mobile Top-Up Cards (ARV $130/$110)

Total Prizes ARV $3240
11:59:59 EST 3/5/09
3/1/09 to 3/5/09 3/6/09 5 Grand Prize Winners
3/14/09 - Prudential Center, Newark, New Jersey (ARV $300)

2 First Prize Winners
Virgin Mobile Shuttle phone (ARV $100) OR Virgin Mobile USA Slash phone (ARV $80) with a $30 Virgin Mobile Top-Up Cards (ARV $130/$110)

Total Prizes ARV $3240
11:59:59 EST 3/5/09
3/1/09 to 3/5/09 3/6/09 5 Grand Prize Winners
3/14/09 - Prudential Center, Newark, New Jersey (ARV $300)

2 First Prize Winners
Virgin Mobile Shuttle phone (ARV $100) OR Virgin Mobile USA Slash phone (ARV $80) with a $30 Virgin Mobile Top-Up Cards (ARV $130/$110)

Total Prizes ARV $3240
11:59:59 EST 3/5/09
3/1/09 to 3/5/09 3/6/09 1 Grand Prize Winner
3/16/09 - TD Banknorth Garden, Boston, MA

Each Prize ARV $300
Total Prizes ARV $1,500
11:59:59 EST 3/5/09
3/1/09 to 3/5/09 3/6/09 5 Grand Prize Winners
3/23/09 - Nassau Coliseum, Uniondale, New York (ARV $300)

4 First Prize Winners
Virgin Mobile Shuttle phone (ARV $100) OR Virgin Mobile USA Slash phone (ARV $80) with a $30 Virgin Mobile Top-Up Cards (ARV $130/$110)

Total Prizes ARV $3,960
11:59:59 EST 3/5/09
3/1/09-3/5/09 3/6/09 1 Grand Prize Winner
3/24/09 — Verizon Center, Washington, DC

Each Prize ARV $300
Total Prizes ARV $1500
11:59:59 EST 3/5/09
3/6/09-3/13/09 3/14/09 1 Grand Prize Winner
3/31/09 - American Airlines Center, Dallas, TX

Each Prize ARV $300
Total Prizes ARV $1,500
11:59:59 EST 3/13/09
3/6/09-3/20/09 3/21/09 1 Grand Prize Winner
4/3/09 — Target Center Minneapolis, MN

Each Prize ARV $300
Total Prizes ARV $300
11:59:59 EST 3/20/09
3/6/09-3/27/09 3/28/09 1 Grand Prize Winner
4/16/09 - Staples Center, Los Angeles, CA

Each Prize ARV $300
Total Prizes ARV $300
11:59:59 EST 3/27/09
3/6/09-4/3/09 4/4/09 1 Grand Prize Winner
4/25/09 — MGM Grand Garden Arena Las Vegas, NV

Each Prize ARV $300
Total Prizes ARV $300
11:59:59 EST 4/3/09
3/6/09-4/10/09 4/11/09 1 Grand Prize Winner
4/28/09 — Allstate Arena Chicago, IL

Each Prize ARV $300
Total Prizes ARV $300
11:59:59 EST 4/10/09

To enter by submitting a Video: Go to the Promotion website (the "Promotion Website") located at www.joinbritneyscircus.com, fill-out the online entry form and upload a video of 30 seconds or less, MPEG, AVI, Quicktime or DV minimum of 640X480 format ("Video"), that features you singing one of the following approved Britney Spears songs: "Womanizer," "Hit Me Baby One More Time" or "Oops I Did It Again" (the "Approved Songs"). If your Video features you singing any song other than the Approved Songs, your entry will be deemed invalid. No other persons other than you may appear in your Video. The Video must be your original work (other than the Approved Songs), and may not have been entered in any other Promotion; may not have been published previously; and may not be subject to the rights of any other party.

To enter without submitting a Video: 1) go to http://web.virginmobileusa.com/life/home/contest/, 2) locate the second banner, enter you your name, email address, phone number, state of residence and zip code, 3) locate the fourth banner, read the Terms of Use and check the box where indicated and 4) Click "SUBMIT". (Leave the Video URL field blank.)

All entries must be completed in accordance with these Official Rules. Any participant who enters in any other manner will be declared ineligible. All travel expenses to and from the Event are solely the responsibility of winner, including, but not limited to, transportation to and from the Event, parking, food and beverage, gratuities, lodging, security fees, taxes, insurance, or otherwise. Except as expressly permitted herein, no other prizes will be awarded. All prizes are non-transferable and no cash substitutes are available, except that the Sponsor reserves the right to substitute a prize of equal or greater value in Sponsor's sole discretion. Sponsor is not liable for delays, cancellations, or unforeseen events related to the Event. No refunds will be made for unused portions of prizes.

3. VIDEO SUBMISSIONS
By submitting your Video you agree to the following:

A. VIDEO IS SUBMITTED IN COMPLIANCE WITH SPONSOR'S TERMS OF USE AND THE TERMS OF USE OF YouTube.com.

B. You are solely responsible for your own Video and the consequences of posting or publishing your Video. For clarity, you shall retain all of your ownership rights in your Video, excluding any material furnished by Sponsor (including, without limitation, Sponsor's names, trade names, trademarks, logos, advertising slogans, ideas, images, copyrighted expression or Sponsor-provided Music), however, by submitting the Video to the Promotion, you hereby grant Sponsor a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Video in any media formats and through any media channels for editorial, commercial, promotional and all other purposes. In connection with your Video, you affirm, represent, and/or warrant that (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Virgin Mobile to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all elements comprising the Video to enable inclusion and use of the Video in the manner contemplated by Virgin Mobile and these Terms of Use; (ii) you are the sole person featured in the Video (iii) you are over the age of 18; and (iv) if you are under 21 years of age and reside in Mississippi or under 19 years of age and resides in Alabama or Nebraska you have the consent of their parent or legal guardian to record the Video. You waive any right to inspect or approve uses of the Video or to be compensated for any such uses. You hereby represent and warrant that you have read these Official Rules and are fully familiar with its contents.

C. In connection with Videos, you further agree that you will not: (i) submit material that is copyrighted (other than the Approved Songs), protected by trademark, trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Sponsor all of the license rights granted herein; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; (iv) impersonate another person (other than Britney Spears in accordance with these Official Rules); and (vi) use music in the video other than your a cappella performance of the Approved Songs indicated on the contest website. Sponsor does not endorse any Video or any opinion, recommendation, or advice expressed therein, and Sponsor expressly disclaims any and all liability in connection with Videos. Sponsor does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Sponsor will remove any Video if properly notified that such Video infringes on another's intellectual property rights. Sponsor reserves the right to remove Videos without prior notice. Sponsor also reserves the right to determine in its sole discretion whether a Video is appropriate and complies with these Official Rules for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length.

D. In order to be considered an eligible entry, your Video must meet the following criteria:

5. DETERMINATION OF WINNERS. Winner will be selected at random from among all eligible entries into each drawing on or about the dates indicated in the chart in Rule 2 above. Odds of winning a prize depend on the total number of eligible entries received for each promotion period and the number of eligible entries per person. Within 24 hours of all winners being selected, winners will be notified by text message, email or phone if winner entered online with instructions on how to claim their prize. Winners may be asked to provide their address where the prize should be sent if the prize is to be delivered or in the alternative winners may be notified of the location to pick up tickets at the applicable arena. The delivery method of the prize is in Sponsor's sole discretion. If notified via text message, standard text messaging rates may apply. If a potential winner is unreachable, or if there is no response from a potential winner within 24 hours of being contacted an alternate winner will be selected provided there is sufficient time. All prizes will be awarded provided there are a sufficient number of reachable entrants. Delivery of prize requires a street address (no P.O. Boxes). All federal, state and local taxes on prize is the sole responsibility of the winner. The winner will be issued an IRS 1099 Form for the fair market value of the prize. Acceptance of prize shall constitute and signify winner's agreement and consent that the Virgin Mobile may use the winner's name, likeness and/or prize information without limitation for promotional purposes, without further compensation, except where prohibited by law. Prize won by a minor will be awarded in the name of the minor's parent/legal guardian. Minor's parent/legal guardian will be responsible for executing the required documentation. Winner will be required to provide Sponsor with a copy of the Video in a MPEG, AVI, Quicktime or DV minimum of 640X480 format. In the event of a dispute over who submitted an entry, such entry will be declared made by the authorized account holder of the telephone number, or email address submitted at the time of entry. An "authorized account holder" is defined as the natural person who is assigned to a telephone number, pager number or email address by a telephone company, wireless service provider, Internet access provider, Internet service provider, or other organization (e.g. business, educational, government, institution, etc.) that is responsible for assigning telephone numbers, pager numbers, wireless phone numbers, email addresses, for the telephone exchange associated with the submitted telephone or pager number or the domain associated with the submitted telephone, pager number or email address, as applicable. Judges' decisions in all matters relating to this Promotion are final. Any dispute arising from this Promotion will be determined according to the laws of the State of New York, and the entrants consent to the personal jurisdiction of the state and federal courts located in New York County and agree that such courts have exclusive jurisdiction over all such disputes.

6. LIMITATION ON LIABILITY. The 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 to be received by Sponsor on account of technical problems or traffic congestion online or on the Internet or at any web site, or any combination thereof including any injury or damage to entrant's or any other person's computer related to or resulting from playing or downloading any materials in the Promotion. If, for any reason, the Promotion is not capable of running online as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Sponsor which threaten or corrupt or adversely affect the administration, security, fairness, integrity or proper conduct of the Promotion, Sponsor reserve the right, in their sole discretion, to cancel, terminate or suspend the Promotion and award finalist prizes from among all eligible entries received prior to cancellation or suspension. CAUTION: ANY ATTEMPT BY A PROMOTIONANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR WILL DISQUALIFY ANY SUCH PROMOTIONANT AND RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PROMOTIONANT TO THE FULLEST EXTENT PERMITTED BY LAW.

7. MISCELLANEOUS. No responsibility is assumed for late, misdirected or illegible entries. The Promotion is governed by the laws of the United States. Void where prohibited. Taxes, and all other costs and expenses not expressly specified as part of the prizes above, are the sole responsibility of the winners. All winners of prizes valued at $600.00 or more must complete a W9 form before receiving their prize. If the W9 form is not signed, the winner forfeits the applicable prize. Prizes will only be delivered to verified winners.

8. SPONSOR: Virgin Mobile USA, L.P., 10 Independence Boulevard, Warren, NJ 07059.

9. COPY OF OFFICIAL RULES AND WINNERS LIST. For the names of prize winners of the "VIRGIN MOBILE JOIN BRITNEY'S CIRCUS" SWEEPSTAKES" and the text of the winning entries and/or a copy of these Official Rules, send a self-addressed, stamped envelope to ""VIRGIN MOBILE JOIN BRITNEY'S CIRCUS" SWEEPSTAKES" Prize Winners List, ATTN: Felicia Hill, 10 Independence Boulevard, Warren, NJ 07059. Requests must be received by May 31, 2009.

"Virgin Mobile "Britney Spears Look Alike Video" Sweepstakes
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