Terms and Conditions of Participation in

“The Goodbye Cellulite, Hello Bikini Challenge”

Presented by MTV Networks, a division of Viacom International Inc. and Beiersdorf Inc.

1.            Overview:  Entrants can participate in “The Goodbye Cellulite, Hello Bikini Challenge” by creating profiles and uploading photographs to show who they are and what they have experienced during the challenge in order to get bikini ready (the “Audition”), as specified in these Terms and Conditions.  NO PURCHASE NECESSARY TO ENTER. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF BEING SELECTED. VOID IN ALASKA, HAWAII AND WHERE PROHIBITED OR RESTRICTED BY LAW. 

2.                   Casting Period: The casting period commences at 12:00:01 AM (ET) on May 19, 2009 and ends at 11:59:59 PM (ET) on July 5, 2009 (the “Casting Period'“).  All Audition entries must be received by 11:59:59 PM (ET) on July 5, 2009.

3.                    Eligibility: You must be a legal resident of the forty-eight (48) contiguous United States who are female and at least eighteen (18) years of age as of the commencement of the Casting Period to participate in the Auditions. If you otherwise qualify but the age of majority in the jurisdiction in which you reside is over eighteen (18), you must obtain parental or legal guardian consent to be eligible to participate in Auditions. Any entrant who has received payment for modeling and/or acting services in 2009 and/or is a party to any agreement with any third party that might interfere with entrant’s participation in the Audition and /or Events is ineligible. The Casting Partners reserve the right, in their sole discretion, to disqualify any entrant who is under a third party agreement which the Sponsor Entities deem as contradictory to the nature of these Auditions. Entrants are not eligible to participate in Auditions if they are, or have an immediate family member (i.e., parent, spouse, children, siblings, grandparents, step parents, step children and step siblings) who is an agent, employee, officer, director, successor or assign of MTVN or Beiersdorf Inc. (“Beiersdorf” and, together with MTVN, the “Casting Partners”) or each of their respective affiliated companies, sponsors, subsidiaries, advertising agencies and third party fulfillment agencies (collectively with the Casting Partners, the “Sponsor Entities”).  By participating in this Audition, entrants: (a) agree to be bound by these Terms and Conditions and by the interpretation of these Terms and Conditions by the Casting Partners, and by the decisions of the Casting Partners, which are final in all matters relating to this Audition and Events; (b) agree to release and hold harmless the Sponsor Entities and their respective agents, employees, officers, directors, successors and assigns, against any and all claims, injury or damage arising out of or relating to participation in these Auditions or Events, and for any claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement or any other intellectual property related cause of action; and (c) acknowledge compliance with these Terms and Conditions.

4.             To Enter: Log onto http://nivea.mtv.com, a website owned and operated by MTVN (the “Website”), at any time during the Casting Period and follow instructions to enter.  Entrants must electronically agree to the (a) Website Terms of Use. Privacy Policy and User Content Submission Agreement and (b) Social Project Terms of Use and Privacy Policy.  Entrants must follow instructions on the Website to register and create an account and profile on the Website (the “Account”), opt-in to the Audition to take the “Nivea Challenge” for four (4) weeks and upload a “before” and “after” still photograph of themselves in GIF, JPEG, JPG, JPE or PNG format, showing how they looked before accepting the challenge and after taking the challenge for four (4) weeks.  Use of Nivea products is not required. Entrants may only create one (1) Account on the Website to participate in the Audition. 

All contents of submissions will be referred to as “Submission Material” or “Submission Materials”. Incomplete or inaccurate entries are void.

Entrants must be available at times and dates to be determined by the Casting Partners to participate in the Events if they are selected as the Week 4 Featured Challenger (as defined below).

Each entrant agrees: (i) that she has all rights to the contents of Submission Materials and all components thereof (including, but not limited to, rights to all images submitted from the photographers and other rights holders), and that entrant has obtained all rights, consents and permissions, including, but not limited to, those of persons participating in the Submission Materials, necessary to grant the rights granted herein; (ii) that the Submission Materials have not been released commercially; (iii) that the Submission Materials do not and will not violate any law, statute, ordinance or regulation; (iv) that the Submission Materials are free and clear of any liens or claims with respect to the use of the Submission Materials in the manner authorized herein and will not give rise to any claims of infringement, invasion of privacy or publicity or infringe on any rights or interests of any third party, or give rise to any claims for any payment whatsoever, including but not limited to claims for re-use fees or residuals; and (v) that the Submission Materials are not and will not be defamatory, trade libelous, pornographic or obscene.

Entries that contain materials that are not the original work of the entrants, or are illegible or incomplete, will not be accepted.

Entrants agree: (i) that Submission Materials may be used by MTVN in whole or in part for any purpose whatsoever without any compensation; and (ii) to hereby grant to MTVN the non-exclusive, irrevocable right and license to exhibit, broadcast, copy, reproduce, encode, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivate works of, and distribute and synchronize in time related to visual elements, the materials contained in Submission Materials and/or any portion or excerpts thereof, in any manner, an unlimited number of times, in any and all media, now known or hereafter devised, throughout the world in perpetuity.

Submission Materials shall not contain, include or involve any of the following: 

•   Obscenity

•   Crude, vulgar or offensive pictures, depictions, images, language and/or symbols

•   Gang signs or symbols

•   Nudity

•  Commercial  products  (e.g.,  clothing,  toys,  food)  and/or their trademarks,  brands,     logos  or endorsements

•   Unauthorized trademarks and copyrighted material (e.g., music)

•  License plates, phone numbers, personal addresses - physical or email or otherwise

•  Website  web page links

•  Derogatory characterizations of any ethnic, racial, sexual or religious groups, humiliate other people (publicly or otherwise), any assault or threatening of others

•  Trespass or the violation of other people's rights or property

•   Illegal (e.g., discriminatory, harassing) or inappropriate activity, behavior or conduct (e.g., inflicting emotional distress)

•   Conduct or activities in violation of these Terms and Conditions

•  Any other content, display, materials and/or images that is or could be considered inappropriate, unsuitable or offensive, as determined by the Sponsor Entities, in their sole discretion

The Casting Partners reserve the right to reject any entries that they deem, in their sole discretion, to violate any of the policies of MTVN's “Standards and Practices Guidelines” or these Terms and Conditions. The Casting Partners may modify or edit any Submission Materials or request Entrants to do so, so that such Submission Materials meet such guidelines.

All Submission Materials become the property of MTVN upon submission and will not be acknowledged or returned.

5.             Casting Criteria: The official judging panel will be comprised of representatives from the Casting Partners (the “Judges”). The Judges will select four (4) featured participants, one (1) for week 1 (the “Week 1 Featured Challenger”), one (1) for week 2 (the “Week 2 Featured Challenger”), one (1) for week 3 (the “Week 3 Featured Challenger”) and one (1) for week 4 (the “Week 4 Featured Challenger” and, individually, the “Featured Challenger” and, collectively, the “Featured Challengers”). For the Week 1 Featured Challenger, Week 2 Featured Challenger and Week 3 Featured Challenger, the Judges are looking for Featured Challengers that best exemplify the most progress over the course of four (4) weeks for getting bikini ready. In addition to the foregoing, for the Week 4 Featured Challenger, the Judges are looking for a Featured Challenger who can be engaging on-air in addition to the most progress over the course of four (4) weeks for getting bikini ready. The application of the judging criteria shall be in the sole and absolute discretion of the Judges. To the extent permitted by law, the Casting Partners and Judges disclaim any liability from, and Entrants, whether or not a Featured Challenger, agree to waive any claims against Casting Partners and Judges relating to the judging or awarding process. The Judges reserve the right to conduct interviews with any Entrant. The Judges also reserve the right to extend the Casting Period or not to declare any or all of the Featured Challengers if they determine, in their sole discretion, that entries received did not meet the minimum qualification standards.  The Casting Partners reserve the right to select alternative Featured Challengers in the event that any Featured Challenger fails to comply with these Terms and Conditions.

6.             Featured Challengers Notification: On or about June 15, 2009, one (1) Entrant will be selected by the Judges to be declared the Week 1 Featured Challenger. On or about June 22, 2009, one (1) Entrant will be selected by the Judges to be declared the Week 2 Featured Challenger. On or about June 29, 2009, one (1) Entrant will be selected by the Judges to be declared the Week 3 Featured Challenger. On or about July 6, 2009, one (1) Entrant will be selected by the Judges to be declared Week 4 Featured Challenger. On or about the day each Featured Challenger is selected, the Casting Partners will make up to two (2) attempts over the 48 hour period following each Featured Challenger’s selection to contact the potential Featured Challenger. If a potential Featured Challenger cannot be reached during the 48 hour period in which she is emailed or called (no messages will be left on answering machines or voicemail systems), the potential Featured Challenger may be disqualified and an alternate Featured Challenger may be selected based on the judging criteria described herein from the remaining eligible entries.

7.             Featured Challengers Verification:   The potential Featured Challengers must prove eligibility, including, without limitation, proof of age and residence within two (2) days following being notified as a potential Featured Challenger.  In the event of non-compliance by the potential Featured Challenger, such potential Featured Challenger shall be disqualified and an alternate Featured Challenger may be selected from among the remaining eligible entries for that week based on the judging criteria described herein. In addition, the potential Featured Challenger must sign (or, if a minor, in the jurisdiction in which they reside, her parent/legal guardian must sign), within two (2) days of receipt of such documents from MTVN: (a) an affidavit of eligibility and release of the Sponsor Entities and their respective officers, directors, employees, agents, members, affiliated companies and subsidiaries, from any and all liability, loss, claims, demands, and causes of action for personal injury and/or damage, theft, loss, or any other harm suffered in connection with these Auditions or Events, and for any claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement or any other intellectual property related cause of action, including, but not limited to, a license to use Submission Materials as specified in paragraph 4 herein; (b) except where prohibited by law, a promotional release granting the Sponsor Entities the right to use her name, voice and likeness for advertising, publicity, marketing, promotional and commercial tie-in purposes, including without limitation, the Casting Partners and any of their respective affiliates or sponsors, programming services, websites, promotional materials, products or other services, without additional compensation; (c) an acknowledgment and agreement of compliance with the terms of these Terms and Conditions; and (d) any other guest/performance release or other legal document deemed necessary by the Sponsor Entities and return them as specified by the Sponsor Entities or the Featured Challenger may be disqualified at the Sponsor Entities’ sole discretion.  The Featured Challengers also must acknowledge that the Sponsor Entities have not and will not obtain or provide insurance of any kind relating to the Auditions or the Events and that the Featured Challengers will be responsible for obtaining and paying for any form of insurance.

8.             Events:

(a)                 MTV Billboards:

Each Featured Challenger will have the opportunity to have her Submission Material, in whole or in part, at MTVN’s sole discretion, included within “MTV” commercial time via an on-air ten second (:10) billboard unit. The frequency of each Featured Challenger’s billboard will be one (1) time. The placement of each billboard will be agreed upon by the Casting Partners, in their sole discretion (the “Billboard(s)”). The Casting Partners may delay, cancel or postpone any of the Events in its sole discretion.

In addition to the foregoing, the Week 4 Featured Challenger will also travel to Miami, Florida where she will have two (2) minutes to speak about his/her experience taking the challenge during the “Shaye Todd Swimwear” fashion show (the “Appearance” and, together with the Billboards, the “Events”). MTVN will film the Week 4 Featured Challenger’s experience and exhibit a two (2) minutes or less clip on an “MTV” programming segment scheduled for July, subject to change in MTVN’s sole discretion.

All travel dates are subject to change in MTVN’s sole discretion. The dates for fulfillment of the Appearance will be on or around July 16, 2009 through on or around July 18, 2009, subject to programming requirements and such dates are subject to change in MTVN’ s sole discretion.

The Week 4 Featured Challenger must be available to travel on dates specified by MTVN. If the Week 4 Featured Challenger is not available to travel on the dates specified by MTVN in its sole discretion, Week 4 Featured Challenger privileges and the Appearance will be terminated and an alternative Week 4 Featured Challenger will be selected from the remaining Entrants. If the Week 4 Featured Challenger is not the age of majority in the jurisdiction in which the Week 4 Featured Challenger resides, she must be accompanied by his/her parent or legal guardian, and such person must pay his/her own expenses. MTVN will determine the airline and hotel in its sole discretion. Travel restrictions, conditions and limitations may apply. Week 4 Featured Challenger must possess valid travel documents in order to travel. Travel arrangements are subject to availability and must be roundtrip. The Challenge Partners shall not be responsible for any cancellations, delays, diversions or substitution or any act or omissions whatsoever by the air carriers, hotels or other transportation companies or any other persons providing any of these services and accommodations necessitated by same. The Challenge Partners shall not be liable for any loss or damage to baggage. In addition, Events may delay, cancel or postpone for any reason. All costs and expenses not specifically listed above are Week 4 Featured Challenger’s sole responsibility.

9.             MTVN Produced Programming: All video material and programming created by MTVN at or in connection with Events will be referred to as “Programming”. MTVN shall be the exclusive owner of the copyright and other rights in and to the Programming and MTVN, its subsidiaries, affiliates, affiliated broadcast stations and networks and licensees will be able to use the Programming forever and throughout the world, and to license others to use it, in any manner MTVN wishes and in any and all media now known or hereafter discovered or developed without notice, including, but not limited to, for advertising, promoting and publicizing any of their products or services, and such use may include portions and excerpts, in addition to cut in, synchronized, dubbed and superimposed versions of the Programming. By participating in any of the Events, Featured Challengers acknowledge that MTVN may use the Programming in accordance with the permission granted herein without any compensation, royalty, payment, liability or obligation to Featured Challengers or any third party. MTVN is under no obligation to broadcast or otherwise exploit the Programming.

10.           General Terms: Noncompliance with any of these Terms and Conditions may result in disqualification.    ANY
VIOLATION OF THESE TERMS AND CONDITIONS BY A FEATURED CHALLENGER OR ANY BEHAVIOR BY A FEATURED CHALLENGER THAT WILL BRING SUCH FEATURED CHALLENGER OR SPONSOR ENTITIES INTO DISREPUTE (IN SPONSOR ENTITIES’ SOLE DISCRETION) WILL RESULT IN SUCH FETAURED CHALLENGER’S DISQUALIFICATION FROM THE GOODBYE CELLULITE, HELLO BIKINI CHALLENGE AUDITIONS.

Sponsor Entities assume no responsibility for incorrect or inaccurate entry information whether caused by any of the equipment or programming associated with or utilized in the Auditions or by any human error which may occur in the processing of the entries in the Auditions. Sponsor Entities are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or players on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including, without limitation, any injury or damage to Entrant's or any other person's computer related to or resulting from participation or downloading any materials in the Auditions. All interpretations of these Terms and Conditions and decisions by Sponsor Entities are final. The Casting Partners reserve the right in its sole discretion to disqualify any individual they suspect or find: (i) to have tampered with the entry process or the operation of the Auditions; (ii) to be acting in violation of these Terms and Conditions; (iii) to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person; or (iv) to have provided inaccurate information on any legal documents submitted in connection with the Auditions. Entrants agree to indemnify and hold harmless Sponsor Entities from any and all liability resulting or arising from the Auditions or Events and to release all rights to bring any claim, action or proceeding against Sponsor Entities.

CAUTION:  ANY DELIBERATE ATTEMPT BY ANY INDIVIDUAL TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE AUDITION OR EVENTS IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE CASTING PARTNERS RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE AUDITION AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE AUDITION.  EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.