SONIC®/DONORSCHOOSE.ORG
“LIMEADES FOR LEARNING” GRANT PROCESS OFFICIAL RULES

1. Open to legal residents of the 50 United States or District of Columbia who are 18 years of age or older and are employed full-time as a teacher, coach or librarian (“Teacher(s)”) in good standing at a public school as described on the Teacher Landing Page at www.donorschoose.org. Sonic Industries Services Inc. (the “Sponsor”) and DonorsChoose.org, and their respective parents, affiliates, subsidiaries, franchisees and related companies, advertising or promotion agencies, and all of their respective officers, directors, employees, agents and representatives and any other entities involved in the production and execution of this Grant Process are not eligible. Any determination of eligibility will be made by Sponsor and/or DonorsChoose.org, whose decisions are final. By entering the Process, entrants agree to comply with these Official Process Rules (‘the Rules”). Entrants who do not meet eligibility requirements to participate in the Process will be disqualified. Void where prohibited by law.

2. PROGRAM DESCRIPTION:

   The SONIC/DonorsChoose.org “Limeades for Learning” Grant Process (“the Process”) has been established to encourage eligible Teachers to sign up to become SONIC Teachers (“SONIC Teacher(s)”) and apply for grants. SONIC Teachers will submit project grant requests worth $450 or less in materials through www.donorschoose.org. From 9/24/12 through 10/29/12 (“the Promotion Period”), consumers may visit www.limeadesforlearning.com to view and vote on the registered project(s) they feel should be granted. During each week of the Promotion Period, SONIC will award the top-scoring project grant requests (up to $450 in materials, $600 overall including shipping and administrative fees combined per individual project request) up to $100,000 per week (limit one project per Teacher per week). During the Process, SONIC will award a total of up to $500,000 to the top-scoring project grant requests during the Promotional Period. If a top scoring project request has more than $450 in materials (or more than $600 overall including shipping and administrative fees combined), then Sponsor will award the eligible funds to that project and the project will be removed from the Process. However, if the remaining funds required to fulfill that particular project are not donated by other parties, then the funds donated by Sponsor will be removed from that project and donated to another top scoring project request.

3. SCHEDULE

   Week 1:	12:01 am CT on 9/24/12 – 11:59 pm CT on 9/30/12
   Week 2:	12:01 am CT on 10/1/12 – 11:59 pm CT on 10/7/12
   Week 3:	12:01 am CT on 10/8/12 – 11:59 pm CT on 10/14/12
   Week 4:	12:01 am CT on 10/15/12 – 11:59 pm CT on 10/21/12
   Week 5:	12:01 am CT on 10/22/12 – 11:59 pm CT on 10/29/12

4. TO ENTER PROCESS:

   To enter the Process, Teachers visit www.donorschoose.org and follow the online directions to register as a SONIC Teacher. Once you are registered as a SONIC Teacher, follow the online directions for listing your project grant request. Project grant requests may exceed $450 in materials, but no more than $450 in materials and $150 in shipping and administrative fees combined will be awarded per project grant request. There is no limit to the number of project grant requests a Teacher may submit, but each project grant request must describe a different project. Limit one winning project grant request per Teacher per week. If multiple projects by a Teacher are submitted, only the top-scoring project grant request submitted by that Teacher will be awarded each week. SONIC Teacher registrations and project grant requests are subject to the established terms and conditions at www.donorschoose.org. By entering the Process, you agree to all the terms and conditions at www.donorschoose.org. Sponsor and DonorsChoose.org reserve the right to review all SONIC Teacher registrations and project grant requests for compliance with the terms and conditions at www.donorschoose.org, and may reject or modify any SONIC Teacher registration or project grant request at their sole discretion.

5. CONSUMER VOTING:

   Consumers may visit www.limeadesforlearning.com to vote on a project they feel should be granted and funded through the money donated by SONIC to be administered in the Process by DonorsChoose.org. Once a vote is cast, it may not be changed or deleted. Votes will carry over from one week to the next. There are several ways to vote:
   1. For purchases made at SONIC during the Promotion Period, consumers will receive a sticker with a unique PIN/vote code on their receipt. This PIN allows the consumer to visit. www.limeadesforlearning.com and cast two votes toward one project grant request. Limit two votes per PIN. Stickers will be available only while supplies last.
   2. Consumers with a valid email address may visit www.limeadesforlearning.com to vote on one project. Limit one vote per person/email address per day via this method.
   3. Bonus votes: For every ten votes cast from the same email address via method #2 described above, that consumer will receive an email from LimeadesforLearning@sonicdrivein.com with a special unique code that will allow the consumer to visit www.limeadesforlearning.com to cast two additional votes toward one project.

6. AWARDS:

   At the end of each week of the Promotion Period, Sonic will award up to a total of $100,000 in grants (subject to the $450 in materials and $150 in shipping and administrative fees limit on each individual project request) to the Teacher projects with the highest vote scores (limit one project per Teacher per week). Project grants will be awarded through DonorsChoose.org, according to the terms and conditions posted on the Teacher Landing page at www.donorschoose.org. In the event that a week does not have enough eligible projects totalling $100,000, then the remaining balance will be held until the last week of the Process. All remaining funds at the end of the campaign will fund the remaining project grant requests with the highest number of votes. In the event that an insufficient number of eligible projects is received during the Promotion Period to award $500,000, then the remaining balance will be donated to DonorsChoose.org and will be distributed as directed by Sponsor.

7. BONUS FUNDS:

   If, by 11:59 pm CT on 10/29/12 (the final day of voting), a total of 4 million votes or more is received, then Sponsor will “unlock” an additional $100,000 to be awarded that final week, awarding up to $200,000 (up to $450 in materials and $150 in shipping and administrative fees combined per individual project request) that final week. If, however, a total of 4 million votes is not received by 11:59 pm CT on 10/29/12, then there will be no “Bonus Funds,” and only $100,000 will be awarded that final week.

8. GENERAL:

   The Process is void where prohibited or restricted by law and is subject to all applicable federal, state and local laws and regulations. Taxes and fees, if any, are the sole responsibility of grant recipients. Sponsor reserves the right, in its sole discretion, to disqualify any entrant from the Process. By participating in the Process, you warrant that you are eligible to participate in the Process and agree: (a) to the Rules and the decisions of Sponsor and DonorsChoose.org, which shall be final in all respects, (b) to release and hold harmless Sponsor, DonorsChoose.org, and their respective parents, affiliates, subsidiaries, franchisees and related companies, advertising or promotion agencies, and all of their respective officers, directors, employees, agents and representatives (“Released Parties”) from any and all claims, demands, costs, expenses, liability, losses and damages of any kind resulting from their participation in the Process and their acceptance, use and misuse of an award, and including liability for personal injury, death, and property damage, and (c) if you submitted a project that is granted an award, then Sponsor and DonorsChoose.org may use your name, likeness, biographical data (including information regarding your employer-school and your class that is granted an award), photograph and voice in any and all advertising, promotional and publicity for lawful purposes in perpetuity in all forms of media, including the Internet, without geographical limitation and without compensation (unless prohibited by law) and you will execute a release and consent to such use if asked to do so. Failure to abide by the terms and conditions and instructions posted at www.donorschoose.org may result in forfeiture of an award and selection of an alternate grant recipient. Released Parties are not responsible and shall not be liable for: (a) any telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures or difficulties of any kind, including without limitation, server malfunction or any human error that may occur in administering the Process and tallying votes, (b) failed, incomplete, garbled or delayed computer transmissions, or (c) any condition caused by events that may cause the Process to be disrupted or corrupted. Sponsor and DonorsChoose.org reserve the right in their sole discretion to cancel or suspend the Process or any portion thereof if viruses, bugs, or other causes corrupt the administration, security or proper play of the Process.

   CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROCESS MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. IF ANY SUCH ATTEMPT IS MADE, THEN SPONSOR RESERVES THE RIGHT TO SEEK CRIMINAL PROSECUTION AND CIVIL DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

   In no event will Released Parties be responsible or liable for any damages of losses of any kind, including direct, indirect, incidental, consequential or punitive damages arising out of (a) your access to and use of the internet sites www.limeadesforlearning.com, or www.donorschoose.org or any other site promoting the Process or (b) downloading or printing material downloaded from any of these sites. Without limiting the foregoing, everything on these sites is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. Information submitted with an entry will be used only for purposes of the Process, unless an entrant elects to receive additional information as to programs maintained by Sponsor or DonorsChoose.org. Any such information is subject to the Privacy Policy stated on websites maintained by Sponsor and DonorsChoose.org. No award may be transferred. No award substitution will be permitted except at Sponsor’s sole discretion. Sponsors and their designees or agents reserve the right to make changes, modifications or additions to the Rules or extend or modify the dates of this Process for any reason at any time. Any such changes, modifications or additions to the Rules will become effective upon written amendment or announcement. Any failure by Sponsor, DonorsChoose.org or their designees or agents to enforce any terms of the Rules shall not constitute a waiver of any such provision.

9. DISPUTES:

   All entrants, Sponsor and DonorsChoose.org (collectively, “the Parties”) agree that any and all disputes, claims, demands and causes of action arising out of or in connection with this Process, or any awards, shall be resolved by negotiation through reasonable efforts to discuss and negotiate a resolution or, if unsuccessful, by final and binding arbitration in accordance with the Rules for Commercial Arbitration of the American Arbitration Association (the “AAA Rules”). The Parties agree that the internal laws of Oklahoma shall govern the construction of the terms and the application of the provisions of the Process and that all disputes will be resolved in accordance with Oklahoma law. The Parties shall select one arbitrator within ten days after the filing of a demand and submission in accordance with the AAA Rules. If the Parties fail to agree on an arbitrator within that ten day period or fail to agree to an extension of that period, then the arbitration shall take place before an arbitrator selected in accordance the AAA Rules. The arbitration shall take place in Oklahoma City, Oklahoma. The arbitrator shall issue any award at the place of arbitration. The arbitrator may conduct hearings and meetings at any other place agreeable to the Parties or, upon the motion of a party, determined by the arbitrator as necessary to obtain significant testimony or evidence. The prevailing party shall have the right to an award of its reasonable attorneys’ fees, costs, and expenses incurred after the filing of the demand and submission and to enter the award of the arbitrator in any court having jurisdiction over one or more of the Parties or their assets. The Parties specifically waive any right they may have to apply to any court for relief from any decision of the arbitrator made prior to the award.

10. LIMITATION OF LIABILITY/GOVERNING LAW:

    All entrants and grant recipients of awards agree that by entering the Process they waive any and all rights to claim actual, punitive, incidental, consequential, and any other damages against the Released Parties. All issues and questions concerning the construction, validity, interpretation and enforceability of the Rules or the rights and obligations of entrants, grant recipients of awards and the Sponsor and DonorsChoose.org and their designees and agents in connection with this Process shall be governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Oklahoma.

11. GRANT RECIPIENTS LIST:

    A list of SONIC Teachers that receive grants and their funded projects will be posted as they are funded at www.limeadesforlearning.com/pages/funded.