1. Eligibility: The Kids Helping Kids Challenge (hereafter “Competition”) is offered only to individuals who are legal residents of the 50 United States and the District of Columbia, between the ages of 6 and 19 at the time an entry submission is actually submitted in accordance with Rule 8, below. Employees, officers, directors and advisors of The By Kids For Kids Company (“BKFK” or “Sponsor”), and their respective parents, affiliated and subsidiary companies, advertising and promotion agencies, Competition judges, web masters and web suppliers, and persons engaged in the development of the Competition & Competition materials and members of the immediate family (parents, siblings, children [natural, adopted, foster] and spouse, wherever they reside) or household members (whether or not related) of such employees, officers, directors, advisors are not eligible. By participating, you agree (and if you are a minor in the jurisdiction in which you reside, [hereafter, a “minor”] your parent/legal guardian agrees) to these Official Rules and all the decisions of Sponsor, which are final and binding in all respects. Void where prohibited.

2. Competition Period: Competition begins on 01/29/10 at 12:00 Noon (ET); and ends on 02/12/10; 3:00 pm (ET). The Competition computer is the official time keeping device for the Competition.

3. How To Participate: You may participate in the ’Kids Helping Kids Challenge’ by going to: www.bkfk.com, and following instructions found at the website. (hereinafter “the web site”). When you access the web site, you will be asked to select a user name and password. (The user name and password will not be associated with any of your personal information.) When you have selected the user name and password you will be assigned a Locker. You will be given a choice of either being assigned a Locker where you can work without your parent’s/legal guardian’s permission, or you may choose to pre-register for the Competition by asking us to obtain your parent’s/legal guardian’s permission to participate in the Competition. If you wish to work without your parent’s/legal guardian’s permission, then you may proceed to your assigned Entry Workspace and you can develop your Competition materials and potential submission. If you wish to proceed with your parent’s/legal guardian’s permission, you will be asked for his/her email address and we will send an email to your parent/legal guardian with instructions to him/her directing how to proceed. (NOTE: EVEN IF YOU DO NOT WANT TO HAVE YOUR PARENT’S/LEGAL GUARDIAN’S PERMISSON TO WORK IN YOUR LOCKER AT THIS TIME, THAT PERMISSION WILL STILL BE REQUIRED TO SUBMIT AN ENTRY TO, AND ENTER, THE COMPETITION.) At any time you will be able to elect to have a parental/legal guardian permission request email forwarded by clicking on the appropriate box and inserting the email address when directed.) If you are not pre-registered, once you have signed up for a Locker you will be taken to a page where you can click on an icon, banner, or text link to develop your entry or invention. When you enter the Competition you will be asked for the name(s) of your Invention(s)/Product(s).

4. Competition Online Entry Workspace: By following the instructions on the Website you will be able to store materials you are working on for your entry(s) (for example: the name, a written description and/or graphic material of your Idea/invention all as defined below), access those materials, change, alter and modify them to refine and build your entry at any time or times until you are ready to submit your entry. By having and using a Workspace, however, you are under no obligation to submit material into, or enter, the Competition. Until such submission, a) Sponsor will have no access to your Workspace or the work in your Locker, and b) you can remove your work at any time prior to submission.

5. About User Names/Passwords/Locker: When you access the web site to work in your Locker or to participate in the Competition, you must log-in using your username and password. If at any time you forget your username or password, you may gain access to your username and password by following the on-screen instructions and your username or password will be shown to you on screen. You are solely responsible for the security of your username and password. You should take precautions to keep your username and password private to prevent unauthorized use. Neither BKFK nor any other person or entity will be responsible for any losses, damages or consequences you may suffer due to careless or unauthorized use of a username and password. If you submit more than one Idea/Entry (as defined in Rule 6, below) all of your Idea/Entry(s) will be accessed using the same UN/PW & Workspace. When you access your Workspace, follow the directions to access the particular Idea/Entry on which you wish to work. It is your sole responsibility to ensure that the Idea/Entry materials you store and work on for each of your Idea/Entry are stored and worked on properly. You may also request assistance by clicking ‘contact us’.

6. The Competition Entry: An entry must be a new, original idea created into a unique product and/or service which can be successfully implemented and /or brought to market (hereafter “the Idea/Entry” or sometimes “entry”). The Idea/Entry must have been conceived by the entrant and be the sole and original work of the entrant (although the entrant can be helped by a parent or legal guardian to explain the Idea/Entry in the entry materials). The Idea/Entry must: a. be within a defined Competition category – specifically a product/idea or service that will be used to help enrich the lives of kids who are at risk. b. be a new and unique product, idea and/or service to help other kids. c. be a measurable improvement as solely determined by Sponsor (BKFK) if it is an improvement to an existing product/idea/service. The Idea/Entry cannot: a. be currently, or previously, on the market (except if Sponsor, in Sponsor’s sole opinion, determines that it is a “measurable” improvement), or, b. be just a cosmetic difference from a current or previously marketed product/idea/service (unless that difference is also a “measurable” improvement relative to the function of the product/idea/service), or, c. be for a product/idea/service (or part thereof) which is already protected by patent or copyright unless the patent or copyright is owned by the entrant.

7. Creating The Competition Entry: Your entry must be submitted through the Competition Entry Workspace on the web site which was established in accordance with Rule 3, above. You may access the Competition Entry Workspace directly, or via your idea locker, by following instructions on the website. In either case, whichever route you select to deliver your entry, whether via idea locker or direct, in both cases your entry materials must fully complete the seven (7) official Competition entry questions found at the Competition, including a written description of your new/original idea/invention/product or service. The written description should include such information as an entry name, specific description of the idea or product, the kind of idea or product it is, what need/problem it addresses and why it is an improvement. While you can include any information you wish in the description, ALL questions must be completed and typed in the ‘Competition’ Workspace accessible via your username and password. You may also include an original drawing, a photograph, or an original illustration or the like (“graphic material”), and following the on-line instructions store it in your Workspace. The graphic material can only be accepted in .tif, .jpg, .gif, .png, .doc, .pdf, .txt, .rtf, .wps, .xls, .ai, .bmp, .png, .ppt, .mp3, .wma, .mw, .mpeg, .swf, .avi or .wmv formats. Graphic material cannot picture or depict any person, or the trademark, trade dress, or product of any third party. There is a limit of 3 pieces of graphic material per Idea/Entry.

8. Entry Submissions: When you have completed your Idea/Entry, and are satisfied that it contains a complete written description of the idea/service or product answering all questions fully, and the graphic material which best shows your idea/service or product, click on the “submit” button. If you have pre-registered, when you click on the submit button your entry will be submitted. If you have not pre-registered, you will be asked for your parent/legal guardian’s email address so parental/legal guardian permission can be obtained. When permission has been received, your entry will be submitted. ALL ENTRIES MUST BE ACCOMPANIED BY SIGNED PARENTAL PERMISSSION – AND WILL NOT BE CONSIDERED WITHOUT PARENT/LEGAL GUARDIAN PERMISSION. While you can change, alter or modify your Idea/Entry before it is submitted (while it is in your Workspace), once an entry is submitted, whether from your Workspace or from your idea locker, it cannot be changed, altered or modified for any reason and in any way, whatsoever. You may keep a ‘read only’ copy of your entry, which has been locked, in your Workspace for archival purposes.

By submitting an Idea/Entry you (and your parent/legal guardian if you are a minor) warrant and represent that the entry, and your submission thereof to the Competition,
(1) does not violate any law, regulation or right of any third party, including but not limited to patent, copyright, trademark, or other intellectual property or sui generis right,
(2) that the entry does not violate any fiduciary relationship or violate any agreement you may have,
(3) that the entry is your own sole and original invention/idea/product or process, and that the entry has not been published, or submitted in any competition or contest other than to BKFK or otherwise disclosed to any third party, and,
(4) that the entry does not contain any virus, bugs, or other deleterious material . Entries must be received and recorded by the BKFK’s Sponsor’s Competition computer by February 12, 2010; 3:00 pm, (ET). Please click, ‘contact us’, for assistance. There is no limit on the number of entry submissions from any entrant, but each must be submitted separately. All entries from a particular entrant must be unique as solely determined by BKFK. Each user may have only one username & password. Any entry that, in the sole opinion of BKFK, is considered inappropriate or not suitable for publication will be ineligible. Any entry that, in the sole opinion of BKFK, violates the BKFK code of conduct (’code of conduct’) will be ineligible. The code of conduct is incorporated into, and made a part of, these Official Rules as though fully set forth herein. Once an entry is submitted it is the sole responsibility of the entrant to maintain his/her contact information, and that of his/her parent/legal guardian, current. Sponsor is not responsible for any failure to contact an entrant or his/her parent/legal guardian if their respective contact information is not current. To update contact information, please ‘contact us’. Entries once submitted become the property of BKFK and will neither be acknowledged nor returned.

By submitting an entry, entrant (and your parent/legal guardian if you are a minor) acknowledges that other entrants may submit the same or similar invention/idea/product or process and/or that BKFK may have received the same or similar invention/idea/product or service from a third party independent of this Competition. Entrant (and your parent/legal guardian if you are a minor)
(1) agree that neither BKFK nor any other party related to this Competition shall have any responsibility or liability for any such submissions in this Competition or from a third party,
(2) waive any claims or damages of any kind or nature whatsoever, including but not limited to, direct, indirect, incidental, consequential or punitive damages, should BKFK pursue, in any manner any such submission in this Competition or from a third party.

9. Judging: There will be 3 rounds/phases of judging: Upon registration in the Competition entrant will be given access to 7 questions which must be fully completed for your entry to be eligible.

Round /Phase 1 of judging is the initial evaluation screening – which will evaluate and confirm each entry’s compatibility with Competition theme; as well as whether it is a real entry (not gibberish, a ruse, or otherwise bogus nonsensical submission); all answers must be fully complete and submitted, received and recorded by the Competition computer in accordance with the directions on the questions, and no later than February 12, 2010; 3:00 pm, (ET) or the entry will be disqualified. At all times, and in every instance, any entrant whose entry materials, image uploads, or use of the site is considered inappropriate in any way, or in any way violates the BKFK ‘code of conduct’ for appropriate online behavior/use (‘code of conduct’) will be immediately and permanently disqualified. If an entry is determined by BKFK and the evaluators as eligible in accordance with the Competition theme; is deemed a legitimate entry; and is received and recorded by the published deadline; it will be considered an ‘active’ entry and proceed to Round/Phase 2.

Round/Phase 2 of judging is the ‘active evaluation screening’ – which will evaluate eligible entry submissions, with focus on: Originality of Concept/ Development and description of idea/Potential for implementation - determining each entry’s ability to be successfully introduced into, and received by, the market place. The ten (10) top scoring active entry submissions (provided that there are at least 10 active entry submissions), having received the highest compiled scores in this phase, and therefore deemed to have the greatest such potential will proceed to the final round of judging, Round /Phase 3.

Round/Phase 3 of judging is the final entry selection screening – which will be completed by a panel of BKFK/VIP Judges, who will evaluate the entries which advanced from Phase 2) using the (above) criteria: Originality of Concept/Development and description of idea; Potential for implementation; to determine the 4 top entries. The entrant who submitted the one overall top-scoring entry, and whose score is verified by the Sponsor, will be the potential Grand Prize Winner. The potential Grand Prize Winner will be notified in a manner determined by Sponsor. Winner will be announce on or around March 15, 2010. All judging will be on an anonymous basis in which the judges do not have access to the entrant’s (or entrant’s parent/legal guardian) personal information. BKFK evaluators do not profit in any way from the success of the winner; and have signed a confidentiality agreement. Entrant’s confidentiality is upheld. Judge confidentiality is also upheld.

10. Prizes: There will be one (1) Grand Prize Winner who will receive: $500 in the form of a United States Savings Bond; If a winner is not the age of majority, prize may be awarded in the name of or to parent or legal guardian (as solely determined by Sponsor) who must execute all documents and agree to all undertakings of winner set forth in these Official Rules or prize may be forfeited and awarded an alternate winner. Prize cannot be transferred, substituted, or redeemed for cash, but Sponsor reserves the right to substitute prize, or a portion of prize with a prize, or portion or prize of equal or greater value if such prize or portion becomes unavailable. Taxes on prize, if any, are solely the responsibility of winner. There will be up to (3) three runners up who will each receive a $10 i-tunes gift card.

11. General Conditions: Participants (and participant’s parent/legal guardian, if participant is a minor) hereby: (1) grant to BKFK a non-exclusive, perpetual license to receive, reproduce, distribute, display and otherwise process submitted data, materials and information, and to evaluate same, both in connection with the Competition and outside of the Competition, and (2) agree (a) that BKFK, their respective parents, subsidiaries and affiliated companies, advertising and promotion agencies, and all of their respective officers, directors, trustees, employees, representatives, advisors and agents (individually and collectively “Releasees”) are released, will have no liability whatsoever for, and shall be held harmless by participants (and a participant’s parent/legal guardian, if participant is a minor) against any liability for any injuries, losses or damages (whether due to negligence or otherwise) of any kind to person(s), including death, or property, or for breach or failure of any representation, warranty or obligation, or for infringement of rights of intellectual property, publicity or privacy, defamation, or portrayal in a false light, resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize or participation in this Competition or any Competition related activities, and (b) except where legally prohibited, winner (and winner’s parent/legal guardian, if winner is minor) grant (and agree to confirm that grant in writing) permission to BKFK and those acting under its authority the right to the use of the winner’s name, picture, likeness, voice, biographical information and statements, and entry (or any part thereof) at any time or times, for advertising, trade, publicity and promotional purposes without additional compensation, in all media now known or hereafter discovered, worldwide and on the Internet and World Wide Web, without notice, review or approval, and (c) winner (and winner’s parent/legal guardian, if winner is minor) agree that the winner shall appear at any times and at any places deemed reasonably necessary by BKFK to advertise, promote, or otherwise market the winner’s Invention/Product (it being understood that any such appearance will be on reasonable notice to the winner, that winner will be excused from such appearance should he/she have a prior commitment which cannot be delayed, and reasonable expenses as determined by BKFK for any such appearance will be borne by BKFK). The potential Grand Prize winner (and winner’s parent or legal guardian if winner is a minor) will be required to complete, sign and return an Affidavit of Eligibility, a Liability Release, and where lawful a Publicity Release within the time stated on the notification. If documents are not returned timely, or if the documents are returned as non-deliverable, or if Grand Prize winner is found to be ineligible or otherwise not in compliance with these Official Rules the winner and the winner’s entry will be disqualified, and all rights to the Grand Prize will be forfeited and an alternate Grand Prize winner selected.

12. Liability Limitations: Releases are not responsible for lost, late, misdirected, incomplete, or non-delivered entries; or for interrupted or unavailable satellite, network, server, Internet Service Provider (ISP), web site, telephone or other connections, availability or accessibility, or miscommunications, or failed computer, satellite, telephone or cable transmissions, or lines, or technical failure or jumbled, corrupted, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures, or technical errors or difficulties, or other errors of any kind whether human, mechanical, electronic or network or the incorrect or inaccurate capture of Locker, entry or other information or the failure to capture, store, or loss of, any such information. Entrants are expected to, and shall, retain copies of all portions of their entries, and shall not rely on Sponsor to retain same. Sponsor shall not be responsible for lost or corrupted submission materials. Persons who tamper with or abuse any aspect of this Competition, as solely determined by the Sponsor, will be disqualified. Any use of robotic, automatic, macro, programmed, third party, or like entry methods will void all such entries by such methods, and disqualify any entrant using such methods. Releases are not responsible for injury or damage to participants' or to any other person's computer related to or resulting from participating in this Competition or downloading or printing materials of any kind from, or for, this Competition, or use of the web site. Should any portion of the Competition be, in Sponsor’s sole opinion, compromised by virus, worms, bugs, non-authorized human intervention, technical failures or other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper conduct, or submission of entries, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the Competition, and select the winner from entries received prior to action taken or as otherwise deemed fair and appropriate by Sponsor. Releases are not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Competition, and assume no responsibility for any error, interruption, deletion, defect, delay in operation, or transmission, communications line failure, theft or destruction, or unauthorized use to this web site. In case of dispute, the authorized web site registrant whose user name and password is used to enter the Competition at the actual time of the submission of an entry will be deemed to be the entrant, and must comply with these Official Rules.

13. IN NO EVENT WILL RELEASES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEB SITE OR DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID WEB SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THIS WEB SITE INCLUDING, WITHOUT LIMITATION, THE COMPETITION, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

14. Arbitration/Choice Of Law: Except where prohibited, entrants (and entrants parent/legal guardian if entrant is a minor) agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with this Competition, or any prize awarded, or the determination of the winner(s), shall be resolved individually, without resort to any form of class action, and exclusively by arbitration pursuant to the Rules of the American Arbitration Association, then effective, and (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Competition but in no event attorneys’ fees; and (3) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and/or Sponsor in connection with the Competition, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard for conflicts of law doctrine, and all proceedings shall take place in the State of New York, County of New York. If permitted by law, and the Rules of the American Arbitration Association, entrants (and entrant’s parent/legal guardian if entrant is a minor) agree, all proceedings commenced hereunder, the details, transcripts, testimony and all particulars of all such proceedings, and the results of all such proceedings, for example but not limited to findings of fact and/or law, and awards, (all as however characterized), shall be kept and maintained as confidential by all of the parties (and their counsel or representative(s)) to any proceeding, and shall not be disclosed, in whole or in part, directly or indirectly, to any third party.

15. Privacy: The personalized entry information provided is subject to the Privacy Policy on the above stated web site. To read that Policy, access the web site and then access the ‘Privacy Policy’.

16. Winner List: For the name of winner mail a first class self addressed stamped envelope to: BKFK, ATTN: Competition Winners; 1177 High Ridge Rd; Stamford, CT 06905 for receipt by March 30, 2010. Name of winner may also be posted on the BKFK web site.

17. Sponsor: The By Kids For Kids Company, 1177 High Ridge Road, Stamford, CT 06905 USA