Zagat Philadelphia StarChefs Gala Contest Rules

1. Description of the Contest: The StarChefs Gala Contest (the “Contest”) is a skillbased contest  where you can submit a short essay, 75 words or less, describing which of the dishes planned for the StarChefs gala best represents Philly food on blog.zagat.com and the highest scoring submission will win a pair of tickets to the event, as described within. Zagat will choose the winning submission and prizes will be awarded in accordance with these Official Rules.

2. Sponsor: The promoter/sponsor of the Contest is Zagat Survey, LLC (“Zagat”), a division of Google Inc. (“Google”).  Google is a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.

3. Binding Agreement: In order to enter the Contest, you must agree to the terms and conditions on this page (the "Official Rules" or “Rules”). These Rules will form a legally binding agreement between Zagat, Google and you with respect to this Contest, please read them carefully. You may not submit an Entry to the Contest and you will not be eligible for the prizes described in these Rules unless you agree to these Rules. You agree that submission of an Entry in the Contest constitutes your agreement to these Rules.

4. Eligibility: The Contest is open to users who are over age 21 as of February 18, 2013 and legal residents of and physically located in either the 50 United States and the District of Columbia. A valid Gmail Account is required to register for the Contest. Setting up a Gmail Account is free. By entering the Contest, you ("Entrants") also agree to participate in any Media Activity, as outlined in Section 11 below. Employees, interns, contractors, and official office-holders, as well as their immediate families, of Zagat or Google, their affiliates, and any representatives or agencies of  Zagat or Google or other persons professionally connected with the Contest are not eligible to participate. This Contest is void where prohibited.

5. Contest Period: The Contest Entry Period begins at 10:00:00 A.M. Eastern Standard Time EST on February 18, 2013 and ends on February 19, 2012 at 02:59:59 P.M. EST. Users are

responsible for determining the Entry times in their local time zone.

6. How To Enter: During the Contest Entry Period, you must submit your short essay of 75

words or less which describes your pick for the StarChefs 2013 gala dish that best represents Philly food (“Entry” or “Submission”) as a post on the Zagat blog, at blog.zagat.com.

Your essay should meet the following guidelines:

● It must be wholly original and written by you

● You may not use trademarks or names in disparaging ways

● Your post must not contain any inappropriate or obscene content, including any derogatory, disparaging, libelous, indecent, sexual, slanderous or discriminatory language or intentions

● It must fit within the 75 word limitation

● You must be logged into your Gmail Account when commenting

7. Conduct: By entering the Contest, you agree to comply with and be bound by these Official Rules, which will also be posted on the Website. Failure to comply with these Rules may result in disqualification from the Contest. You further agree to comply with and be bound by the decisions of the judges, which are final and binding in all respects. Zagat and Google reserves the right in its sole discretion to disqualify any Entrant it finds to be: (1) tampering or attempting to tamper with the Entry process, public voting round, or the operation of the Contest; (2) violating the Official Rules; (3) violating the terms of service, conditions of use or general rules or guidelines of any Zagat or Google property or service; or (4) acting in an unsportsmanlike or disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person. Any false information provided within the context of the Contest by any Entrant concerning identity, postal address, ownership of right or non-compliance with the Rules may result in the immediate

elimination of an Entrant from the Contest. Zagat and Google further reserve the right to disqualify any Entry that it believes in its sole and unfettered discretion infringes upon any law or otherwise does not comply with these Rules. CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY PROPERTY OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, ZAGAT AND GOOGLE RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Judging and Selection of Winners: After February 19, 2013, Zagat will judge all submissions submitted by users who opted-in to participate (as outlined in How to Enter). Each submission will be judged against the following criteria:

- Creativity - how creative or original is your submission style?

- Thoughtfulness - how well do you make your point?

- Entertainment - how well written or entertaining is your submission?

The prize will be awarded to the entrant whose submission fits these criteria best. The potential winner will be notified of their winning status via e-mail on or about February 19, 2012. If a potential winner does not respond to the notification attempt within one (1) day from the first notification attempt, then such potential winner will be disqualified and an alternate potential winner will be selected from among all eligible entries received based on the judging criteria described herein. Except where prohibited by law, each potential winner may be required to sign and return a Declaration of Eligibility and Liability and Publicity Release and provide any additional information that may be required by Sponsor. If required, potential winner must return

all such required documents within seven (7) days following attempted notification or such potential winner will be deemed to have forfeited the prize and another potential winner will be selected based on the judging criteria described herein. All notification requirements, as well as other requirements within these Rules, will be strictly enforced. In the event there are not enough eligible entries, not all prizes will be awarded. If any winner is unable for whatever reason to accept their prize, then Zagat and Google reserve the right to award the prize to another Entrant.

9. Prizes:

The winner will receive: two tickets to the 2013 StarChefs Philadelphia Rising Stars Gala valued at $90 each. Odds of winning any prize depends on the number of eligible Entries received during the Contest Period and the skill of the Entrants. The prize will be awarded on February 19, 2013. No transfer, substitution or cash equivalent for prize is allowed, except at Sponsor’s sole discretion. Zagat and Google reserve the right to substitute a prize, in whole or in part, of equal or greater monetary value if a prize cannot be awarded, in whole or in part, as described for any reason. Value is subject to market conditions, which can fluctuate and any difference between actual market value and ARV will not be awarded. The winner shall bear all responsibility for use of the prizes in compliance with any conditions imposed by such manufacturers, and any additional costs associated with its use, service, or maintenance. Zagat and Google have not made and are not responsible in any manner for any warranties, representations, or guarantees, express or implied, in fact or law, relating to the prizes, regarding the use, value or enjoyment of the prizes, including, without limitation, its quality, mechanical condition, merchantability, or fitness for a particular purpose, with the exception of any standard manufacturer's warranty that

may apply to the prize or any components thereto.

10. TAXES: PAYMENTS TO POTENTIAL WINNERS ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT THEY SUBMIT TO ZAGAT AND/OR GOOGLE ALL DOCUMENTATION REQUESTED BY ZAGAT AND/OR GOOGLE TO PERMIT THEM TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL TAX REPORTING AND WITHHOLDING REQUIREMENTS. ALL PRIZES WILL BE NET OF ANY TAXES ZAGAT AND/OR GOOGLE ARE REQUIRED BY LAW TO WITHHOLD, EXCEPT SALES TAXES. ALL TAXES, EXCEPT SALES TAXES, IMPOSED ON PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNER. In order to receive a prize, potential winners must submit the tax documentation requested by Zagat and/or Google or otherwise required by applicable law, to Zagat and/or Google or the relevant tax authority, all as determined by applicable law, including, where relevant, the law of the potential winner’s country of residence. The potential winners are responsible for ensuring that she complies with all the applicable tax laws and filing requirements. If a potential winner fails to provide such documentation or comply with such laws, the prize may be forfeited and Zagat and/or Google may, in their sole discretion, select an alternate potential winner.

11. Media Activity: By participating in this Contest, you agree and hereby grant Zagat and Google permission to use, copy, modify and make available your submissions to the public (with or without attribution to you) for any purpose, such as, but not limited to, press and media communications, without further compensation to you. You also agree to participate in any media or promotional activity regarding the Contest. If you are a winner, you agree that Zagat and Google may use your name and likeness to administer and promote the Contest and to conduct media interviews and promotional events.

12. Privacy Notice: By participating in this Contest, you agree that we can collect your personal information, and that if we cannot collect the required data, you may not be eligible to participate in the Contest. Any personal information collected during the course of the competition by Zagat and Google will only be used for administering this Contest and for other purposes as outlined in these Rules, and will be subject to the practices described in the Zagat Privacy Policy (located at http://www.zagat.com/privacy). You will have the right to access, submission, rectify or cancel any personal data held by Zagat and Google by writing to Google (Attention: Privacy Matters) at the Google address listed above.

13. General Conditions: This Contest is governed by the laws of California, United States. All federal, state and local laws and regulations apply. By participating in this Contest, you agree to be bound by the terms of these Official Rules and by Zagat’s and Google’s decisions, which are final and binding on all matters pertaining to this Contest. Return of any prize/prize notification may result in disqualification and selection of an alternate winner. Any potential winner who cannot be contacted within two (2) days of attempted first notification will forfeit his or her prize. Potential prize winners may be required to sign, notarize and return an Affidavit or Declaration of Eligibility, a Liability/Publicity Release and provide any additional information that may be required by Zagat or Google. Failure to comply within this time period may result in disqualification and selection of an alternate winner. Zagat and Google are not responsible for any typographical or other error in the printing of the offer, administration of the Contest or in the announcement of the prizes. Each Entrant agrees not to participate in the Contest in any manner that might (1) infringe any third-party proprietary, intellectual property, industrial property, personal rights or other rights, including without limitation, copyright, trademark, patent, trade secret, rights of publicity or confidentiality obligation; (2) include anything which promotes or exhibits lewd, violent or inappropriate content as defined in Section 7; or (3) otherwise violate applicable law in any countries in the world.

14. No Recourse to Judicial or Other Procedures: To the extent permitted by law, the rights to litigate, to seek injunctive relief or to any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Contest are hereby excluded, and you expressly waive any and all such rights.

15. LIMITATIONS OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND AGREE TO KEEP INDEMNIFIED ZAGAT AND GOOGLE AT ALL TIMES FROM AND AGAINST ANY LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES RESULTING FROM ANY ACT, DEFAULT OR OMISSION BY YOU AND/OR A BREACH OF ANY WARRANTY BY YOU SET FORTH HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND AGREE TO KEEP INDEMNIFIED ZAGAT AND GOOGLE AT ALL TIMES FROM AND AGAINST ANY LIABILITY, ACTIONS, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES FOR OR IN RESPECT OF WHICH ZAGAT AND GOOGLE WILL OR MAY BECOME LIABLE BY REASON OF OR RELATED OR  INCIDENTAL TO ANY ACT, DEFAULT OR OMISSION BY YOU UNDER THESE RULES INCLUDING WITHOUT LIMITATION RESULTING FROM OR IN RELATION TO ANY BREACH, NON-OBSERVANCE, ACT OR OMISSION WHETHER NEGLIGENT OR OTHERWISE, PURSUANT TO THESE RULES BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HOLD ZAGAT AND GOOGLE, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS HARMLESS FOR ANY INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED BY PARTICIPATION IN THE CONTEST AND/OR USE OR ACCEPTANCE OF ANY PRIZE WON.

16. Third Parties: Zagat and Google are not responsible for the policies, actions, or inactions of

others, that might prevent you from entering, participating, and/or claiming a prize in this Contest.

17. Internet: Zagat and Google are not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission. Zagat and Google are not responsible for theft or destruction or unauthorized access to or alterations of Entry, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind. Zagat and Google are not responsible for inaccurate transmissions of or failure to display Entry on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. If for any reason the Internet portion of the Contest is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Zagat and Google reserve the right at their sole discretion to cancel, terminate, modify or suspend the Contest.

18. Severability: If any provisions of these Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

19. Winner List: The names of the winner will be posted on the Zagat blog (blog.zagat.com) within one day of the contest end date.