OFFICIAL CONTEST RULES.

NO PURCHASE NECESSARY TO ENTER OR WIN.

THIS CONTEST IS OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY UNITED STATES AND THE DISTRICT OF COLUMBIA, WHO ARE 18 YEARS OF AGE OR OLDER.

CONTEST VOID IN U.S. TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO) AND WHERE PROHIBITED

1. ELIGIBILITY: The Visa What’s My Score Video Contest (the “Contest”) is open only to legal residents of the fifty (50) United States and the District of Columbia, 18 years of age and older as of (date). Void in U.S. territories and possessions (including Puerto Rico) and where prohibited. Employees, directors and officers, and their immediate families (spouse, parents, children, siblings, and their respective spouses, regardless of where they reside), and their respective household members, whether or not related, of Visa U.S.A. Inc. (“Sponsor”), Visa International Service Association, their respective member financial institutions, and their respective parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies, prize suppliers, and Strobe Promotions, Inc. are not eligible to enter or win. Contest is subject to all applicable federal, state, and local laws. U.S. law governs this Contest.


2. CONTEST DESCRIPTION/TIMING: The Contest is a contest of skill. Entries must only be submitted via the online method described below. Contest begins at 12:00:01 AM ET on 5/17/07 and ends at 11:59:59 PM ET on 7/31/07 (“Contest Period”). All eligible entries received will be judged by a panel of judges based on the criteria in Rule #5. The entry with the highest score as determined by the judges in their sole discretion will be deemed the Grand Prize Winner, subject to verification of eligibility and compliance with these Official Rules. All eligible entries received will also be posted at whatsmyscore.org following submission, where they will be voted on by whatsmyscore.org members, who are legal residents of the U.S., 18 years of age or older, throughout the Contest Period. The entry with the highest average ranking based on the public voting (with a minimum of 100 valid votes), as determined by Sponsor in its sole discretion, will be deemed the First Prize Winner, subject to verification of eligibility and compliance with these Official Rules. The entry with the second highest average ranking based on the public voting (with a minimum of 100 valid votes), as determined by Sponsor in its sole discretion, will be deemed the Second Prize Winner, subject to verification of eligibility and compliance with these Official Rules. Each person who enters the Contest fully and unconditionally agrees to comply with and abide by these Official Rules and the decisions of the judges and Sponsor, which shall be final and binding in all respects.


3. HOW TO ENTER: To participate in the Contest, entrants will be asked to create their own original video (the “Video) depicting “Why a college student should care about his/her credit score”. Video must be communicated in the English language, be no longer than 30 seconds in length and be created in the following format, .mov, .avi, .mpg, and cannot exceed 100MB in file size. Video must not be obscene, lewd or offensive and content must be suitable for the general public. To submit a video, entrant must be a legal resident of the U.S., 18 years of age or older, and must have or must create an account on whatsmyscore.org. Creating an account on whatsmyscore.org is free. To submit a video, entrants must go to whatsmyscsore.org, log on with their user name and password and upload their video submission during the Contest Period. Video (“entry”) must be received by 11:59:59 PM ET on 7/31/07 in order to be eligible. Entry becomes the property of the Sponsor and will not be acknowledged or returned. There is no limit to the number of entries an entrant may submit; however, each entry submitted by any entrant must be significantly different than any other entry submitted by that entrant and each entry submitted must be submitted separately.


4. REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each entrant who enters this Contest represents and warrants to Sponsor as follows: (i) the Video is the entrant’s own original, previously unpublished, and previously unproduced work; (ii) the Video is wholly original with entrant and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iii) the Video neither infringes upon nor violates the intellectual property rights or other rights of any other person or entity; and (iv) the Video does not and will not violate any applicable laws, and is not and will not be defamatory, libelous, pornographic, or obscene. Entrants understand that their Videos will be posted to a website for public viewing/voting and each entrant hereby agrees to indemnify and hold the Releasees (as defined below) harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder. Any entrant whose Video includes likenesses of third parties or contains elements not owned by the entrant (such as, but not limited to depictions of buildings, trademarks, logos or copyrighted material) must be able to provide legal releases for such use including Sponsor’s use of such Video, in a form satisfactory to judges, or entry will be disqualified. In the event the likeness of a minor is included in an entrant’s Video, entrant must provide a legal release from parent/legal guardian of minor depicted in Video.


5. WINNER DETERMINATION: Grand Prize Winner: All eligible entries received will be judged using the following criteria to determine the Grand Prize winner: Originality and Uniqueness of Video - 30%; Clarity of Expression - 30%; Relevance to theme of communicating to a college audience the importance of their credit score - 40%. Entries will be judged by a panel of qualified judges under the supervision of Strobe Promotions, Inc., an independent judging organization. The single highest scoring entry, as determined by the judges in their sole discretion, will be declared the Grand Prize winner, subject to verification of eligibility and compliance with all terms and conditions set forth in these Official Rules. Such determination shall be final and binding. In the event of a tie, the entries involved in the tie will be reviewed by an additional judge who will serve as a tiebreaker and who will evaluate entries according to criteria listed above to determine the Grand Prize winner. Sponsor reserves the right to not award the Grand Prize if, in its sole discretion, it does not receive a sufficient number of eligible and qualified entries.
   
   First & Second Prize Winners: All eligible entries received will also be posted to the whatsmyscore.org website for public voting by whatsmyscore.org members. In order to submit a vote for a video, you must be a member of the whatsmyscore.org website. To submit a vote, review a video and rank it from 1 through 5 based on your enjoyment of the video, with 1 being the lowest rank (least enjoyment) and 5 being the highest rank (greatest enjoyment). The single entry with the highest average score based on public voting (with a minimum of 100 votes), as determined by Sponsor in its sole discretion, will be deemed the First Prize winner, subject to verification of eligibility and compliance with the terms of these Official Rules. The single entry with the second highest average score based on public voting (with a minimum of 100 valid votes),as determined by Sponsor in its sole discretion, will be deemed the Second Prize winner, subject to verification of eligibility and compliance with the terms of these Official Rules. There is a limit of one vote per video per account holder. The Grand Prize winning entry is not eligible for the First or Second Prize. In the event that there is a tie for First or Second Prize, or in the event the entry with the highest average score and the entry with the second highest average score do not contain a minimum of 100 valid votes, the entries involved in the tie, or the entry with the highest or second highest score with less than 100 votes will be reviewed by an additional judge who will evaluate entries involved according to criteria listed above to determine the First & Second Prize winners. Votes generated by script, macro or other automated means or with the intent to impair the integrity of the voting process will be void.


6. WINNER NOTIFICATION: Potential winners will be notified by email and/or telephone and/or overnight or U.S. mail on or about 8/16/07. Potential winners will be required to execute an affidavit of eligibility and liability release and, where legal, a publicity release, and a Federal and State tax release, and return same, properly executed, within five (5) days of date of issuance. Failure to return documents as specified, or if any notification is returned as undeliverable, or a potential winner is not in compliance with these Official Rules, will result in disqualification and, at Sponsor’s discretion, an applicable runner-up may be notified.


7. PRIZES: One (1) Grand Prize: $5,000 to be awarded in the form of a check. One (1) First Prize: $3,000 to be awarded in the form of a check; One (1) Second Prize: $2,000 to be awarded in the form of a check. Approx. Retail Value of total prize structure is $10,000. Prizes are non-transferable and no substitutions permitted, except in Sponsor’s sole discretion, who reserves the right to substitute a prize of comparable or greater value. All taxes associated with prize acceptance and use are the sole responsibility of the winner. Limit one (1) prize per person/email address/household.


8. GENERAL CONDITIONS: Sponsor will collect information from the entrant solely for the purpose of the Contest and to notify the winners. Sponsor will not share this information with any third parties, except as necessary for the administration of the Contest, and will not attempt to contact entrant, unless entrant has agreed to receive further information on Sponsor’s products and promotions. Caution: Any attempt by an entrant or any other individual to deliberately damage any online service or web site, or otherwise undermine the legitimate operation of the Contest is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law. Failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. If for any reason the Contest is not capable of being executed as planned, or infection by computer virus, bugs, tampering, unauthorized intervention, fraud, action of entrants, technical failures or any other causes, corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Sponsor reserves the right at its sole discretion to disqualify any suspect entry or vote or entrant or voter and to cancel, terminate, modify or suspend the Contest and/or determine the winner(s) for the portion at issue from among all eligible, non-suspect entries or votes (as applicable) received as of the date of the termination using the judging procedures outlined above, as Sponsor determines in its sole discretion. Entries/votes not complying with all rules are subject to disqualification. No correspondence regarding entries will be entered into with entrants other than the potential winners. Sponsor reserves the right to disqualify entrants/voters who violate these rules, or interfere with this Contest in any manner and void all associated entries/votes. Sponsor reserves the right to not post or to remove any video uploaded to whatsmyscore.org that Sponsor deems, in its sole discretion, infringes on any third party’s copyright, or is inappropriate or obscene and reserves the right to disqualify entrant who submitted such video. If an entrant is disqualified, Sponsor reserves the right to terminate that entrant’s eligibility to participate in the Contest.


9. OWNERSHIP OF ENTRIES. By entering, each entrant unconditionally assigns and transfers to Sponsor all rights, title, and interest in and to his or her Video, including, without limitation, the copyright therein. Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter, the Video for any purpose which Sponsor deems necessary or desirable in any and all media now or hereafter devised worldwide without limitation and without further compensation, notification or permission from entrant or any third party, and each entrant irrevocably waives any and all so-called moral rights they may have in the Video. Each entrant agrees that Sponsor may, without any limitation or further compensation, use his or her name, video, including voice and/or likeness in any and all media now or hereafter devised worldwide without limitation and without further compensation, notification or permission from entrant for the purpose of advertising and promoting the WMS website, the Contest, or any other promotion, contest or sweepstakes sponsored by the Releasees. Neither entrants nor winner shall be entitled to receive any compensation or credit for use of entries, other than that disclosed in these Official Rules.


10. FURTHER DOCUMENTATION. If Sponsor shall desire to secure additional assignments, certificates of engagement for the Video or other documents as Sponsor may reasonably require in order to effectuate the rights granted herein, then each entrant agrees to timely execute the same upon Sponsor’s request therefor.


11. NATURE OF RELATIONSHIP. Each entrant hereby acknowledges and agrees that the relationship between the entrant and Sponsor is not a confidential, fiduciary, or other special relationship, and that the entrant’s decision to provide the entrant’s Video to Sponsor for purposes of the Contest does not place Sponsor 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 Video. Each entrant acknowledges and agrees that Sponsor does 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 copyright in and to the Video.


12. RELEASE: Neither Visa U.S.A. Inc., Visa International Service Association, their respective member financial institutions, or their respective parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies, prize suppliers, or Strobe Promotions, Inc. or their respective officers, directors, shareholders and employees (collectively “Releasees”) nor any telephone network or service providers or hosting environment shall have liability and shall be held harmless for any damage, loss or injury to an entrant or any third party resulting from participation in this Contest or for the use or misuse of any prize or Releasees’ use of any rights granted herein; nor for incorrect or inaccurate transcription of entry information, or for any human or other error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any online service or web site, or any other error or malfunction, or any injury or damage to or editing of a participant’s submission or any injury or damage to a participant’s or any other person’s computer related to or resulting from participation in this Contest, or for any injury to person or property, arising from the entrant’s participation in this Contest or any Contest-related activity or from the acceptance, receipt, possession, use or misuse of any prize won. Releasees are not responsible for lost, late, garbled, damaged, delayed, incorrect, illegible or misdirected entries, votes, Videos or registrations or for any other errors or problems of any kind relating to or in connection with the Contest, including, without limitation, errors or problems which may occur in connection with the administration of the Contest, the posting of Videos, the processing or judging of entries, the tabulating of votes, the announcement of the prizes or in any Contest-related materials. This limitation of liability is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages; loss of data, income or profit; loss of damage to property; and claims of third parties. Participants agree that Sponsor has not made nor is in any manner responsible or liable for any warranty, representation or guarantee, statutory, express or implied (including but not limited to, the implied warranties of merchantability, title, and fitness for a particular purpose), in fact or in law, relative to the Contest.


13. DISPUTES: Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the participant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules (whether of the State of California, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California.


14. WINNERS LIST: For the names of the winners, available after 8/31/07, send a self-addressed, stamped envelope by 8/31/07 to: VISA WHAT’S MY SCORE VIDEO CONTEST Winners, P.O. Box 913, Bethpage, NY 11714-0913.


15. SPONSOR AND PROMOTER: The Sponsor of this Contest is Visa U. S. A. Inc., P. O. Box 8999, San Francisco, CA 94128-8999. The administrator of this Contest is Strobe Promotions, Inc., 535 S. Broadway, Suite 203, Hicksville, NY 11801.