Teenage Mutant Ninja Turtles: Out of the Shadows Grubhub Sweepstakes Official Rules

SWEEPSTAKES OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT IMPROVE YOUR CHANCE OF WINNING. VOID WHERE PROHIBITED.

1. Eligibility. The Teenage Mutant Ninja Turtles: Out of the Shadows Grubhub Sweepstakes (the “Sweepstakes”) is open only to current U.S. residents who are thirteen (13) years or older. Grubhub Holdings Inc. (“Grubhub” or “Sponsor”) staff and their immediate family members (parents, children, spouses, siblings) and members of the same household are not eligible to accept Prizes. The Sweepstakes and Entrants’ participation is subject to Sponsor’s Terms of Use (http://www.grubhub.com/legal/terms-of-use) and Privacy Policy (http://www.grubhub.com/legal/privacy-policy), which are incorporated as part of these official rules (the “Official Rules”). The Sweepstakes is subject to all applicable federal, state, and local laws and regulations. Participation constitutes entrant’s (“Entrant”) full and unconditional agreement to these Official Rules and Sponsor’s decisions, which are final and binding in all matters related to the Sweepstakes. Winning a Prize is contingent upon fulfilling all requirements set forth herein and Sponsor verification. Paramount Pictures Corporation (“Paramount”) is not responsible for the collection, submission or processing of entries, the administration of the Sweepstakes or the selection of winners.

2. Data Collection. By entering the Sweepstakes, Entrant consents to all the necessary rights for the data collection, sharing and use resulting from Entrant’s participation in the Sweepstakes, and as provided in Sponsor’s Privacy Policy. If you do not wish to receive information from Sponsor in the future, please click ‘unsubscribe’ from future emails or contact Grubhub customer care directly. By entering, each Entrant acknowledges that Sponsor has the right at all times to disclose information as necessary to satisfy any law, regulation or valid governmental request.

3. Promotion Period. The Sweepstakes begins on May 23. 2016 at 10 a.m. Central Time (“CT”) and ends on June 7 at 10:59 pm CT (the “Promotion Period”). Sponsor’s computer is the official time-keeping device for the Sweepstakes.

4. How to Enter. To enter the Sweepstakes during the Promotion Period, Entrant must do the following: place an order through the Grubhub or Seamless app or website using the promo code “TMNT2” (hereinafter, the “Entry”). All Entries become the property of the Sponsor and will not be acknowledged or returned. If, in the opinion and sole and absolute discretion of Sponsor, any Entry violates any law, rule or regulation or infringes upon the rights of any third party, is inaccurate, illegible, incomplete or irregular in any way, or otherwise does not comply with these Official Rules, Sponsor may disqualify the Entry. This Sweepstakes may be cancelled in the event that, in the sole discretion of Sponsor, an insufficient number of eligible Entries are received. Entry is limited to one (1) entry per person per twenty-four (24) -hour period during the Promotion Period.

Alternate Method of Entry. During the Promotion Period, Entrants may alternatively enter by submitting a SurveyMonkey Entry at https://www.surveymonkey.com/r/SMJZBV6 (the “Alternate Entry”). Alternate Entry must be received by Sponsor no later than June 7, 2016, at 10:59 p.m. CT and include the Entrant’s name and email address. You may submit one (1) Alternate Entry per day.

5. Prizes, Drawings and Notification of Winners. At the conclusion of the Promotion Period, 500 winners (each a “Winner” and collectively, “Winners”) will be randomly selected from among all eligible Entries, and awarded two (2) reward codes, each valid for a movie certificate good towards one (1) admission (up to $13 total value) (each a “Prize” and collectively, “Prizes”) to see a scheduled public showing of the motion picture currently entitled: Teenage Mutant Ninja Turtles: Out of the Shadows (“Teenage Mutant Ninja Turtles: Out of the Shadows”) at participating theaters in the U.S., at any showing including those designated as “no coupons, no passes” in local theater listing guides. Reward code void if not activated by July 31, 2016 and certificate void if not used within two (2) months from online code activation, or by the time Teenage Mutant Ninja Turtles: Out of the Shadows is no longer in theaters, whichever is sooner. If lost, cannot be replaced. No reproductions will be accepted. No cash value. No change will be provided. Internet access and printer required, and user(s) must bring printed certificate to the participating theater box office to redeem. Not valid with any other offer. Offer valid only in U.S. and valid for one (1) -time use only. Not for resale; void if sold or exchanged. If cost of movie admission is more than maximum value of the movie certificate, then user must pay the difference. (Approximate Retail Value (“ARV”) $26). The total ARV of all Prizes is $13,000. Fandango Loyalty Solutions, LLC or its parents, affiliates, and subsidiaries are not a sponsor or co-sponsor of this Sweepstakes and are not responsible for the promotion, administration or execution of this Sweepstakes. The redemption of the reward code is subject to Fandango’s terms and conditions at www.fandango.com/termsofuse.aspx and www.fandango.com/PurchasePolicy.aspx. Use of the movie certificate is subject to the terms and conditions at www.activaterewards.com/hmm/terms. All Rights Reserved.

Sponsor’s computer program will randomly select each Winner from among all eligible Entries. Entrants need not be present at the drawing to win. Winners will be notified via email on or around June 10, 2016. Sponsor reserves the right to post each Winner’s first name and Entry on its Facebook® fan pages. Winners shall be announced no later than a week after the Promotion Period ends. Entrants may only win one (1) Prize during the Promotion Period.

Winning a Prize is subject to validation and verification of eligibility and compliance with all the terms and conditions set forth in these Official Rules. Except where prohibited by law, each Winner who accepts a Prize may be required to sign and return an Affidavit of Eligibility, Liability Release, and Publicity Release (where imposing such condition is valid), and provide any additional information that may be required by Sponsor. If required, Winners must return all such required documents via fax (or as otherwise instructed) within forty-eight (48) hours with originals being sent via U.S. Mail within seven (7) days following attempted notification or such potential finalist/winner will be deemed to have forfeited the Prize and another Winner may be selected. If any Winner is considered a minor in his/her jurisdiction of residence, such documents must be signed by his/her parent or legal guardian and the Prize will be awarded in the name of and delivered to minor’s parent/legal guardian. If a potential winner does not meet the eligibility requirements and/or is ineligible for any other reason (including noncompliance with these Official Rules) or a potential winner does not execute an affidavit within the seven (7) day notice, he/she may be disqualified, his/her Prize will be forfeited and an alternate winner may be selected from all remaining eligible Entries. All notification requirements, as well as other requirements within these Official Rules, will be strictly enforced.

No transfer, substitution or cash equivalent for a Prize is allowed, except at Sponsor’s sole discretion. Sponsor reserves the right to substitute a Prize for one of equal or greater value if the designated Prize should become unavailable for any reason. Winners are solely responsible for any local, state or federal taxes, and any other taxes, fees and costs connected with winning the Prize. Where applicable, U.S. federal regulations require the issuance of a 1099 Form to the Winner of any Prize with a value in excess of $600.

6. Delivery of Prizes. Sponsor will email Prizes to potential Winners within three (3) days of the conclusion of the Promotion Period. Prizes will be emailed to the email address provided on the Entry.

7. Publicity. Except where prohibited, participation in the Sweepstakes constitutes Entrant’s and Winner’s consent to Sponsor’s and its agents’ use of the Entrant’s and Winner’s name, likeness, photograph, voice, opinions, biographical information, testimonials, statements, Prize information, and/or hometown and state for promotional purposes in any media, worldwide, without further payment or consideration. By entering this Sweepstakes and/or accepting a Prize, each Entrant and Winner agrees to participate in any and all publicity and promotional activities (except where prohibited) in connection with this Sweepstakes as reasonably designated by Sponsor. Submission of an Entry grants Sponsor and its agents the right in perpetuity to reproduce, publish, use, edit, adapt and/or modify such entry information, in any way, in any and all media, without limitation and without compensation to Entrant. Sponsor is not responsible for human error, theft, destruction, or damage to entries, or other factors beyond its reasonable control.

8. Release. BY PARTICIPATING OR ACCEPTING A PRIZE, ENTRANTS RELEASE AND AGREE TO HOLD HARMLESS THE SPONSOR, PARAMOUNT, FANDANGO LOYALTY SOLUTIONS, LLC, SWEEPSTAKES PARTNERS, PRIZE SUPPLIERS, FACEBOOK® AND THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, AND EACH ENTITY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS (ALL SUCH INDIVIDUALS AND ENTITIES COLLECTIVELY REFERRED TO HEREIN AS THE “RELEASED PARTIES”) FROM ANY AND ALL EXISTING OR FUTURE ACTUAL OR ALLEGED ACTIONS, CLAIMS AND/OR LIABILITIES OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, BODILY INJURY (INCLUDING WITHOUT LIMITATION WRONGFUL DEATH AND DISABILITY), PROPERTY DAMAGE, AND LOSS OR DAMAGE OF ANY OTHER KIND, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZE, PARTICIPATION IN THE SWEEPSTAKES, AND/OR PARTICIPATION IN ANY SWEEPSTAKES- OR PRIZE-RELATED ACTIVITIES.

9. Limitations of Liability. The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by Entrants, printing errors or by any of the equipment or programming associated with or utilized in the Sweepstakes; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Sweepstakes; (4) technical or human error which may occur in the administration of the Sweepstakes or the processing of entries; (5) late, lost, undeliverable, damaged or stolen mail. No more than the stated number of Prizes will be awarded. In the event that production, technical, seeding, programming or any other reasons cause more than the stated number of Prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of Prizes by a random drawing from among all eligible Prize claims.

10. Cancellation, Suspension or Modification. Sponsor reserves the right to cancel, suspend and/or modify the Sweepstakes, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Sweepstakes, as determined by Sponsor in its sole discretion, and in such event, Sponsor may select the Winner(s) from the eligible Entries received prior to cancellation or suspension, in its sole discretion. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or to be acting in violation of these Official Rules or any other promotion or in an unsportsmanlike or disruptive manner, and to prosecute or cooperate in the prosecution of any such individual, to the fullest extent permitted by law. The use of any automated or third party software or website to play the Sweepstakes is prohibited. Electronically or mechanically reproduced Entries shall be disqualified. In the event of a dispute, all Entries will be deemed to have been submitted by the owner of the email account used to submit the Entry. For these purposes, the email account holder shall mean the natural person assigned to the email address by the Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with such email account. Disqualified or ineligible Entrants shall forfeit any awarded Prizes. Any attempt to submit an Entry using multiple or different email addresses will disqualify such Entry and the Entrant may be disqualified and any awarded Prizes may be forfeited. Forfeited Prizes may be re-awarded to alternate winners in Sponsor’s sole discretion. All properly claimed Prizes will be awarded provided a sufficient number of eligible Entries are received. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that term. Notice of suspension/modification will be posted at blog.grubhub.com

11. Disputes. Except where prohibited, Entrant agrees to waive all rights to trial in any action or proceeding instituted in connection with these Official Rules, including without limitation the Sweepstakes. Any controversy or claim arising out of or relating to these Official Rules and/or the Sweepstakes shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, City of New York. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the Entrant and Sponsor in connection with the Sweepstakes shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

12. Winners List. For any legally-required Winners list, send a self-addressed, stamped, size #10 envelope to: Teenage Mutant Ninja Turtles: Out of the Shadows Grubhub Sweepstakes Winners List Request, Grubhub Holdings Inc, 111 W. Washington St, Suite 2100, Chicago, Illinois 60602. Winners Lists will be sent when the Promotion Period is over. Requests for Winners Lists must be received –within thirty (30) days after the end of the Promotion Period.

13. Sponsor. Grubhub Holdings Inc., 111 W. Washington St., Suite 2100, Chicago, Illinois 60602.

14. Copy of Official Rules. A copy of these Official Rules may be obtained upon request by emailing brandsocialteam@grubhub.com.

Motion Picture Artwork © 2016 Paramount Pictures. All Rights Reserved.