Late Night with Jimmy Fallon

PRELIMINARY INFORMATION: No purchase necessary. A purchase will not improve your chances of winning. Void where prohibited. The Late Night With Jimmy Fallon Subs Across America Contest ("Contest") will begin on January 6, 2012 at 12:30 A.M. ET and end on January 22, 2012 at 12:30 A.M. ET ("Contest Period"). All times in the Contest refer to Eastern Time ("ET"). Contest is subject all applicable federal, state and local laws.

ELIGIBILITY: Open only to permanent, legal United States ("U.S.") residents who are physically residing in one (1) of the fifty (50) U.S. (excluding Puerto Rico, Guam, the U.S. Virgin Islands, and any other U.S. territory), and who are eighteen (18) years of age or older as of the start of the Contest Period. Officers, directors, and employees of Contest Entities (as defined below), members of these persons' immediate families (spouses and/or parents, children, and siblings, and their spouses, regardless of where they reside), and/or persons living in the same households as these persons (whether or not related thereto) are not eligible to enter or win the Contest. Contest Entities, as referenced herein, shall include Late Night with Jimmy Fallon and NBCUniversal Media, LLC, both located at 30 Rockefeller Plaza, New York, NY 10112 (collectively, "Sponsors"), and their respective parent, subsidiary, and affiliate companies, and administrative, advertising, and promotion agencies, SUBWAY Franchisee Advertising Fund Trust Ltd. ("SFAFT"), Doctor's Associates Inc. ("DAI"), Franchise World Headquarters ("FWH"), and any other entity involved in the development, administration, promotion, or implementation of the Contest.

HOW TO ENTER: To enter the Contest, during the Contest Period log on to http://www.latenightwithjimmyfallon.com/ (the "Website") and follow the provided instructions to log-in to myNBC and complete and thereafter submit the Entry form, which includes your name, address, telephone number, email address, and date of birth (the "Entry"). As part of the Entry, you will also be required to submit a video ("Video") on the following theme: "Record yourself catching a SUBWAY® Footlong^TM from the right side of the screen and passing it out of frame to the left side of the screen. If you do it in front of something cool, you could win a SUBWAY® Restaurant Spectacular Sunday Football Bash!" You must have permission of any person featured in the Video. You must submit Video online according to the provided instructions on the Website. Video must be in one of the following electronic formats: MPEG (.mpg), QuickTime (.mov), AVI (.avi), Windows Media (.wmv), Flash Video (.flv), and Real Media (.rm). Video must be no larger than one hundred (100) MB in size and no longer than sixty (60) seconds in length. If Video exceeds sixty (60) seconds in length, only the first sixty (60) seconds will be judged. Video cannot have been created professionally. Video must not be watermarked or contain copyright notices. All Entries become the property of Sponsors, and will not be acknowledged or returned.

You must submit the Video as part of your Entry to enter and be eligible for the Contest. By entering the Contest, entrants grant Sponsors the non-exclusive, royalty-free, and irrevocable rights to use, reproduce, copy, publish, display, distribute, perform, translate, adapt, modify, and otherwise exploit the Video and to incorporate the Video in other works in any and all markets and media worldwide in perpetuity. Entrants warrant that they have the sole and exclusive right to grant such rights to Sponsors and that the Sponsors' reproduction, publishing, displaying, and/or other use of the Video will not infringe on any rights of third parties, including, without limitation, copyright, trademark, privacy, or publicity, or create claims for defamation, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract. If any Videos contain material that is violent, pornographic, obscene, illegal, inappropriate, or racially or morally offensive or if any Videos do not comply with these Official Rules or meet Sponsors' standards for any reason, as determined by Sponsors in their sole discretion, such Videos (and the related Entries) may be rejected as ineligible for consideration. Entries must comply with all applicable laws, rules, and regulations. Sponsors shall have no obligation to copy, publish, display, or otherwise exploit the Videos.

Entries must be received before 12:30 A.M. ET on January 22, 2012 to be eligible for the Contest. Sponsors' computer shall be the official timekeeper for all matters related to this Contest. You may enter one (1) time during the Contest Period. Multiple Entries received from any person or email address beyond this limit will void all such additional Entries. Entries generated by a script, macro, or other automated means will be disqualified. Entries that are incomplete, garbled, corrupted, or unintelligible for any reason, including, but not limited to, computer or network malfunction or congestion, are void and will not be accepted. In case of a dispute over the identity of an entrant, the authorized account holder of the email address used to enter will be deemed to be the entrant. "Authorized account holder" is defined as the person who is assigned to an email address by an Internet access provider, online service provider or other organization that is responsible for assigning email addresses for the domain associated with the submitted email address. Entry constitutes permission (except where prohibited by law) to use entrant's name, city, state, likeness, image, and/or voice for purposes of advertising, promotion, and publicity in any and all media now or hereafter known, throughout the world in perpetuity, without additional compensation, notification, permission, or approval.

PRIVACY: Entrants will have the opportunity to receive information from Sponsors and selected partners by checking the appropriate box(es). If, at any time, you no longer wish to receive materials from Sponsors or their partners, please go to their privacy policy, located at http://www.nbcuni.com/privacy or the applicable partner's privacy policy and follow the procedures indicated.

JUDGING: A panel of qualified judges selected by Sponsors ("Judges") will review the eligible Entries received during the Contest Period and select one (1) potential winner ("Winner") on or about January 27, 2012 based on the following judging criteria ("Judging Criteria"): Originality (50%) and Creativity (50%). In the event of a tie, the Judges will break the tie by selecting the tied entrant who received the highest points from the Judges for Originality as the potential Winner. In the event a tie remains, the tied Entries will be judged by an additional tie-breaking judge, using the Judging Criteria, to determine which of the tied entrants will be the potential Winner. Decisions of Sponsors and Judges are final and binding with respect to all matters related to the Contest. Winning is subject to verification of eligibility. Sponsors reserve the right to extend the Contest Period if, in their sole discretion, Sponsors do not receive a sufficient number of eligible and qualified Entries. Potential Winner will be notified by email. Potential Winner may be required to execute and return an affidavit of eligibility, release of liability, and, except where prohibited, publicity release (collectively, "Contest Documents") within two (2) days of such notification. Noncompliance within this time period, with these Official Rules or the return of or inability to deliver any prize/prize notification may result in disqualification and, at Sponsors' discretion, and time permitting, an alternate potential Winner may be selected from among all eligible remaining Entries based on the Judging Criteria.

PRIZE: There will be one (1) prize awarded ("Prize"), consisting of the following: one (1) "SUBWAY® Restaurant Spectacular Sunday Football Bash" and one (1) "Year of Footlong^TMs". The "SUBWAY® Restaurant Spectacular Sunday Football Bash" will consist of a catered party, catered by a local SUBWAY® franchisee, including: i) one (1) six (6) foot Giant Sub (serves eighteen (18) to twenty-five (25) people); ii) one (1) platter of SUBWAY® Restaurant cookies; and iii) twenty-five (25) bags of chips. The "Year of Footlong^TMs" consists of five (5) Five Dollar ($5) Footlong^TMs per week for one (1) year, awarded in the form of a gift card. Estimated Retail Value ("ERV") of Prize is One Thousand Four Hundred and Thirty Dollars ($1,430).

Sponsors will determine all details of Prize in their sole discretion. Sponsors reserve the right to substitute a similar Prize (or Prize element) of comparable or greater value. Gift cards are subject to certain terms and conditions as specified by issuer. All taxes and other expenses, costs, or fees associated with the acceptance and/or use of Prize are the sole responsibility of Winner. Sponsors will furnish an Internal Revenue Service Form 1099 to Winner for the total ERV of Prize for the tax year in which Prize was won. Prize cannot be transferred by Winner or redeemed for cash and is valid only for the items detailed above, with no substitution of Prize by Winner. If Prize is unclaimed within a reasonable time after notification from Sponsors, as determined by Sponsors in their sole discretion, it will be forfeited, and time permitting, an alternate Winner may be selected from the remaining eligible Entries at Sponsors' sole discretion.

CONDITIONS: By entering the Contest, each entrant agrees for entrant and for entrant's heirs, executors, and administrators (a) to release and hold harmless Contest Entities and their respective officers, directors, and employees (collectively, "Released Parties") from any liability, illness, injury, death, loss, litigation, or damage that may occur, directly or indirectly, whether caused by negligence or not, from such entrant's participation in the Contest and/or his/her acceptance, possession, use, or misuse of Prize or any portion thereof (including any travel related thereto); (b) to indemnify Released Parties from any and all liability resulting or arising from third party claims with respect to the Contest and to hereby acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to Prize, including express warranties provided exclusively by Prize supplier that are sent along with Prize; (c) if selected as a Winner, to the posting of such entrant's name on Website and the use by Released Parties of such name, voice, image, and/or likeness for publicity, promotional, and advertising purposes in any and all media now or hereafter known, throughout the world in perpetuity, without additional compensation, notification, permission, or approval, and, upon request, to the giving of consent, in writing, to such use; and (d) to be bound by these Official Rules and to waive any right to claim any ambiguity or error therein or in the Contest itself, and to be bound by all decisions of the Sponsors, which are binding and final. Failure to comply with these conditions may result in disqualification from the Contest at Sponsors' sole discretion.

ADDITIONAL TERMS: Sponsors reserve the right to permanently disqualify from this Contest any person they believe has intentionally violated these Official Rules. Any attempt to deliberately damage the Contest or the operation thereof is unlawful and subject to legal action by Sponsors, who may seek damages to the fullest extent permitted by law. The failure of Sponsors to comply with any provision of these Official Rules due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of Sponsors (excepting compliance with applicable codes and regulations), or other "force majeure" event will not be considered a breach of these Official Rules. Released Parties assume no responsibility for any injury or damage to entrants' or to any other person's computer relating to or resulting from entering or downloading materials or software in connection with the Contest. Released Parties are not responsible for telecommunications, network, electronic, technical, or computer failures of any kind; for inaccurate transcription of Entry information; for errors in any promotional or marketing materials or in these Official Rules; for any human or electronic error; or for Entries that are stolen, misdirected, garbled, delayed, lost, late, damaged, or returned. Sponsors reserve the right to cancel, modify, or suspend the Contest or any element thereof (including, without limitation, these Official Rules) without notice in any manner and for any reason (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in these Official Rules). In the event of cancellation, modification, or suspension, Sponsors reserve the right to select Winner from among all eligible, non-suspect Entries received prior to the time of the event warranting such cancellation, modification, or suspension based on the Judging Criteria above. Notice of such cancellation, modification, or suspension will be posted at Website. Sponsors may prohibit any entrant or potential entrant from participating in the Contest, if such entrant or potential entrant shows a disregard for these Official Rules; acts with an intent to annoy, abuse, threaten, or harass any other entrant, Sponsors, or Sponsors' agents or representatives; or behaves in any other disruptive manner (as determined by Sponsors in their sole discretion).

DISPUTES: THE CONTEST IS GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE FORUM AND VENUE FOR ANY DISPUTE SHALL BE IN NEW YORK, NEW YORK. IF THE CONTROVERSY OR CLAIM IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, IT SHALL THEN BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC., IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF ("JAMS RULES"). THE JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN NEW YORK. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH WILL BE CONDUCTED IN THE COUNTY OF NEW YORK. THE REMEDY FOR ANY CLAIM SHALL BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL ANY PARTY BE ENTITLED TO RECOVER PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ATTORNEYS' FEES OR OTHER SUCH RELATED COSTS OF BRINGING A CLAIM, OR TO RESCIND THIS AGREEMENT OR SEEK INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF.

WINNER ANNOUNCEMENT: For the name of the Winner, available after January 30, 2012, visit http://www.latenightwithjimmyfallon.com/, or send a self-addressed, stamped envelope to be received by April 1, 2012 to: Late Night With Jimmy Fallon Subs Across America Contest, Late Night With Jimmy Fallon, 30 Rockefeller Plaza, New York, NY 10112.