AUDI FAN FACEOFF PROMOTION (“Promotion”)

OFFICIAL RULES

Sponsored by the Audi of America, Inc. (herein “Sponsor”)

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO PARTICIPATE. Void where prohibited by law. This Promotion is in no way sponsored, endorsed or administered by, or associated with, Instagram, Inc. (“Instagram”) or Twitter, Inc. (“Twitter”). Instagram and Twitter are not affiliated with the Sponsor in any way.

1. PROMOTION PERIOD : Promotion begins on July 31, 2019 at 7:30 PM ET and ends approximately 24 hours after the final Major League Soccer (“MLS”) game concludes on October 6, 2019 (“Promotion Period”). Sponsor’s computer is the official time keeping device for this Promotion.

2. WHO’S FAN POSTS ARE COUNTED IN THIS PROMOTION: Open only to legal residents of the United States and Canada who are at least thirteen (13) years of age or older at the time of entry. Any participant who has not yet reached the age of majority in the jurisdiction in which he/she resides will need to obtain permission from his/her parent or legal guardian in order to participate. Participants are subject to these Official Rules including eligibility requirements of applicable social media platforms on which they post. Participation constitutes participant’s full and unconditional agreement to these Official Rules and to Sponsor’s decisions, which are final and binding in all matters related to the Promotion and which Sponsor may decide in its sole decision. Non-eligibility or non-compliance with any of these Official Rules may result in a post not being counted, in Sponsor’s discretion.

3. HOW TO SUBMIT YOUR FAN POST ON BEHALF OF YOUR FAVORITE MLS TEAM: Each time an MLS team scores a goal in an MLS game during the Promotion Period, post a celebratory message, photo, or video on your personal Instagram or Twitter feed and include the Team-Specific Hashtag (see below) for the MLS team that scored the goal (each a “Fan Post”) within 24 hours of the conclusion of that MLS game. All Fan Posts must be received within 24 hours of the conclusion of the game in which the goal was scored to count towards that MLS team’s Fan Post total. For example, if the Atlanta United FC scores 4 goals against the LA Galaxy in the game on 8/3/19, you may make 4 Fan Posts to Instagram and 4 Fan Posts to Twitter within 24-hours of the conclusion of the game for a total of 8 Fan Posts. You should submit only one (1) Fan Post for each goal scored by an MLS Team on Twitter and on Instagram, for a maximum total of two (2) Fan Posts per goal scored. Multiple posts in violation of these terms will not be counted in Sponsor’s discretion. Fan Posts will not be judged for quality or content. Not all MLS teams will play the same number of games during the Promotion Period. The MLS team that receives the highest average number of Fan Posts, per game , will be deemed the winner, subject to verification. The average number of Fan Posts will be based on the total number of Fan Posts received divided by the total number of games played by that MLS team, during the Promotion Period. For example, if the Chicago Fire receives 100,000 Fan Posts during the Promotion Period and played 10 games, their average number of Fan Posts would be 10,000. Please note: Participants are not entering for the chance to win a prize and participants will not receive a prize. Only the winning MLS team will receive a prize. The odds of a MLS team winning will vary depending on the number of eligible Fan Posts submitted.

Team-Specific Hashtags:

Atlanta United FC #atlutdpromotion New York City FC #nypromotion

Chicago Fire #chipromotion New York Red Bulls #nyrbpromotion or #RBNYPromotion

Colorado Rapids #colpromotion Orlando City SC #orlpromotion

Columbus Crew #clbpromotion Philadelphia Union #phipromotion

D.C. United #dcupromotion Portland Timbers #porpromotion

FC Dallas #dalpromotion Real Salt Lake #rslpromotion

Houston Dynamo #houpromotion San Jose Earthquakes #sjpromotion

LA Galaxy #lapromotion Seattle Sounders FC #seapromotion

Los Angeles FC #lfcpromotion Sporting Kansas City #skcpromotion

Minnesota United FC #minpromotion Toronto FC #torpromotion

Montreal Impact #mtlpromotion Vancouver Whitecaps FC #vanpromotion

New England Revolution #nepromotion Cincinnati #cinpromotion

Note: Sponsor is not responsible for MLS games scheduled during the Promotion Period that are cancelled for any reason including weather, but if a game is cancelled the number of games used to determine the team’s average score will be proportionately reduced.

To make a Fan Post via Instagram : You must have a valid, public, Instagram account. Make a Fan Post to your personal, public, Instagram feed after that MLS team has scored a goal in a game that occurs during the Promotion Period within 24 hours of the conclusion of that game. A free Instagram account can be created by visiting http://Instagram.com and following the on-screen instructions to register. For your post to be counted you must include the Team-Specific Hashtag in your Fan Post and Fan Post must be received within 24 hours of the conclusion of the game in which the goal was scored to count towards that MLS team’s Fan Post total.

To make a Fan Post via Twitter: You must have a valid, public, Twitter account. Send a non-private Tweet with a Fan Post to your personal Twitter feed after that MLS team has scored a goal in a game that occurs during the Promotion Period within 24 hours of the conclusion of that game. A free Twitter account can be created by visiting www.twitter.com and following the on-screen instructions to register. For your post to be counted, you must include the Team-Specific Hashtag in your Fan Post and Fan Post must be received within 24 hours of the conclusion of the game in which the goal was scored to count towards that MLS team’s Fan Post total.

If participating via a mobile phone or other web-enabled device and using your wireless carrier’s network, standard data charges from your wireless carrier may apply. You should submit only one (1) Fan Post per person per Instagram and per Twitter account per goal scored and multiple posts in violation of these terms will not be counted in Sponsor’s discretion. Make your Fan Post using an Instagram or Twitter account registered in your name. If Sponsor determines that a post was made using robotic, programmed, script, macro or other automated means, it will not be counted in Sponsor’s discretion (collectively “automated Fan Posts”). Submission of a Fan Post is subject to, and all participants must comply with, all policies, terms and conditions set forth in these Official Rules.

Please note: By entering this Promotion, you signify and agree that your Fan Post may be posted on the website and/or social media sites of Sponsor and MLS Entities (defined below). Upon making a Fan Post, you agree that Sponsor or MLS Entities may contact you via Instagram or Twitter by sending you a direct message, tagging you, posting to your Instagram or Twitter page, or naming you on their Instagram or Twitter page.

4. FAN POSTS: For the purposes of the Fan Post Requirements set forth in this section, Fan Posts include all text or other material that accompanies the Fan Post submitted by participant. Fan Post should not be sexually explicit or suggestive, violent or derogatory of any ethnic, racial, gender, religion, nationality, sexual orientation, professional or age group, profane or pornographic, or contain nudity. Fan Post should not promote alcohol, illegal drugs, tobacco, or firearms/weapons (or the use of any of the foregoing) or any political agenda or message (in the sole opinion of the Sponsor). Fan Post should not be obscene or offensive, endorse any form of hate or hate group. Fan Post should not defame or misrepresent Major League Soccer, L.L.C. and Soccer United Marketing LLC (collectively, “MLS Entities”), Sponsor, or other people, products or companies. Fan Post should not infringe any intellectual property of third parties, including copyrighted material or prominent third-party trademarks. Fan Post should contain materials embodying the names, likenesses, photographs, or other indicia identifying any person, living or dead, including license plates without permission. Fan Post should not communicate messages or images inconsistent with the positive images and/or goodwill to which Sponsor and MLS Entities wish to associate and Fan Post should not depict, and cannot itself, be in violation of any law. Fan Posts should not depict any activities that may appear unsafe or dangerous. Any Fan Posts contrary to these requirements will not be counted in Sponsor’s discretion. By submitting a Fan Post, participant warrants and represents that any persons appearing in the Fan Post have consented to (a) appear in the Fan Post, (b) have the Fan Post submitted into this Promotion, and (c) Sponsor’s use of the Fan Post as provided in these Official Rules.

USE CAUTION AND COMMON SENSE IN CREATING YOUR FAN POSTS. BY PARTICIPATING IN THIS PROMOTION, PARTICIPANTS (OR THEIR PARENT/LEGAL GUARDIAN IF AN ELIGIBLE MINOR) AND ANYONE APPEARING IN THE FAN POST (OR THEIR PARENT/LEGAL GUARDIAN IF A PERSON DEPICTED IN THE FAN POST IS A MINOR) ACKNOWLEDGE AND AGREE THAT SPONSOR, ADMINISTRATOR, MLS ENTITIES, ENDEAVOR GLOBAL MARKETING, INSTAGRAM, TWITTER, THEIR RESPECTIVE PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, DISTRIBUTORS, SUPPLIERS, REPRESENTATIVES, CONSULTANTS, CONTRACTORS, LEGAL COUNSEL, AND ADVERTISING, PUBLIC RELATIONS, FULFILLMENT, MARKETING AND PROMOTION AGENCIES ASSOCIATED WITH THIS PROMOTION, AND THE RESPECTIVE DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES OF EACH OF THE FORGOING (COLLECTIVELY “RELEASED PARTIES”) WILL HAVE NO LIABILITY WHATSOEVER FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND, IN CONNECTION WITH PARTICIPATION IN THIS PROMOTION AND USE OF A FAN POST. FAN POSTS ARE THE VIEWS/OPINIONS OF THE PARTICIPANT AND THOSE THAT APPEAR IN THE FAN POST AND DO NOT REFLECT THE VIEWS OF THE SPONSOR IN ANY MANNER.

5. DETERMINATION OF WINNING TEAM: To be counted in this Promotion, an eligible Fan Post must be in compliance with these Official Rules and received within 24 hours of the conclusion of the game in which the goal was scored and must include the Team-Specific Hashtag for the MLS team. The MLS team that receives the highest average number of eligible Fan Posts, per game , will be deemed the winner, subject to verification. The average number of Fan Posts will be based on the total number of Fan Posts received divided by the total number of games played by that MLS team, during the Promotion Period. For example, if the Chicago Fire receives 100,000 Fan Posts and played 10 games, their average number of Fan Posts would be 10,000. In the event of a tie for the highest average number of Fan Posts, the Sponsor will randomly select the winner from among those MLS teams that are tied.

6. PRIZE (1) AWARDED TO AN MLS TEAM: The MLS team that receives the highest average number of Fan Posts as determined by Sponsor will be deemed the winner (subject to verification by Sponsor in its discretion) and will be awarded a cash prize of $50,000 towards their team’s MLS Club Academy.

7. GENERAL: By participating, participants agree to abide and be bound by these Official Rules and the decisions of Sponsor and Administrator, which are final and binding in all matters. Sponsor reserves the right, at its sole discretion, to not count any posts if Sponsor suspects or finds participant to be: (a) violating the Official Rules; (b) tampering or attempting to tamper with the operation of the Promotion; (c) acting in an unsportsmanlike or disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person; or (d) attempting to undermine the legitimate operation of the Promotion by cheating, hacking, deception, or other unfair playing practices or intending to annoy, abuse, threaten or harass any other participants, Administrator, MLS Entities, Sponsor or Sponsor’s representatives. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

8. LIMITATION OF LIABILITY: Released Parties do not assume any responsibility for, and the participant hereby releases and agrees to hold the Released Parties harmless from and against, any and all claims, actions, damages, demands and liabilities of whatever nature or kind arising out of, or in connection with, the participant’s participation or attempted participation in the Promotion, including, without limitation, the administration of the Promotion. Without limiting the generality of the foregoing, the Released Parties are not responsible for failure of any operations or transmission of information during the Promotion Period, including, without limitation, any problems, human, production or technical errors, lost, delayed, garbled or corrupted data or transmissions, omissions, interruptions, deletions, defects or failures of any telephone or transmission lines, technical malfunctions of any computer on-line systems, servers, access providers, computer equipment, software, failure post to be submitted or counted on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof; any typographical or other error or omission in any printing or advertising relating to the Promotion, in the administration or execution of the Promotion, or in the announcement or notification of the winning MLS team; the security or privacy of information transmitted via computer networks or for breaches of privacy due to interference by third party computer "hackers" or otherwise; any claims regarding the accepting, arranging for, awarding of or use of the prize; electronic communications which are undeliverable as a result of any form of active or passive filtering of any kind; or cheating or fraud by any participant. Released Parties are not responsible if the prize cannot be awarded due to cancellations, delays, or interruptions, due to acts of God, acts of war, natural disasters, weather or terrorism. Sponsor reserves the right, at its sole discretion, to amend these Official Rules for clarification purposes, at any time, in any way, and without prior notice, without materially affecting the terms and conditions of the Promotion. Without limiting the foregoing, if for any reason the Promotion is not capable of running as originally planned, including should any virus, worm, bug, technical failures, unauthorized human intervention, or other causes corrupt or affect the administration, security, fairness or proper conduct of the Promotion, Sponsor reserves the right to modify, terminate or suspend this Promotion (or portion thereof). By participating in this Promotion, participants agree that: (a) all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, participants’ rights and obligations, and the rights and obligations of the Sponsor in connection with the Promotion, will be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules (whether of Virginia or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than Virginia; and (b) any matters or proceedings, shall take place in the Commonwealth of Virginia in Fairfax County.

9. INTELLECTUAL PROPERTY: Participant hereby grants to Sponsor and MLS Entities a worldwide, perpetual, irrevocable, assignable, sublicensable, fully paid-up, non-exclusive right and license to exploit his/her Fan Post(s) and any part of it, including without limitation the rights to reproduce, distribute, publicly display, modify, edit, and create derivative works of the Fan Post or any part of it in any and all media now known or hereafter developed. This license grant includes the right to exploit any publicity and/or privacy rights participant may have in the Fan Post or any part of it. Participant hereby perpetually and irrevocably waives any moral rights that he or she may have in the Fan Post or any part of it, and participant agrees perpetually and irrevocably not to attempt to enforce such rights against Sponsor, MLS Entities, or their respective assignees or licensees. For the avoidance of doubt, Sponsor and MLS Entities are under no obligation to seek permission or approval or to give credit or notice in connection with the exercise of any of the foregoing rights and licenses. Fan Posts are not confidential and do not contain confidential information of any party, including the participant. Participant agrees to execute any documents Sponsor or MLS Entities requests in order to evidence, confirm, or otherwise perfect the rights and licenses granted herein.

10. WINNING MLS TEAM: For the name of the winning MLS team (available after winning MLS team has been verified), send a self-addressed, stamped, business size (#10) envelope by December 21, 2019 to: Audi Fan Faceoff Winner, 5550 Touhy Ave, Suite 403, Skokie, IL 60077.

11. PRIVACY POLICY/CONSENT TO USE PERSONAL INFORMATION: Personal information collected in connection with this Promotion, if any, is subject to Sponsor’s privacy policy (https://www.audiusa.com/privacy). By participating in this Promotion, you consent and agree to Sponsor’s collection and use of your information for the administration of this Promotion and for any purposes consistent with such privacy policy.

12. RULES GOVERN : In the event of any discrepancy or inconsistency between these Official Rules and disclosures or other statements contained in any Promotion-related materials or made by any representative of Sponsor, these Official Rules shall prevail, govern and control.

13. SEVERABILITY: The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

14. SPONSOR: Audi of America, LLC, 2200 Ferdinand Porsche Drive, Herndon, VA 20171.

15. ADMINISTRATOR : Promotion Activators Management, LLC, 5550 Touhy Ave, Suite 403, Skokie, IL 60077.

Copyright ©2019 Audi of America. All trademarks used herein are the property of their respective owners in the United States and abroad. All rights reserved.