AVATAR: THE LAST AIRBENDER DESIGN CONTEST (THE "CONTEST")

OFFICIAL RULES AND REGULATIONS (THE "OFFICIAL RULES")

SHORT LEGAL:

NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE. A PURCHASE WILL NOT IMPROVE YOUR CHANCE OF WINNING. MANY WILL ENTER, FEW WILL WIN. AVATAR: THE LAST AIRBENDER Design Contest begins February 12, 2020 and ends March 10, 2020. Must be age of majority or older to enter and must be a legal resident of and be physically located in the United States, the District of Columbia or Puerto Rico. One (1) grand prize winner will win $2,000 and no fewer than four (4) runners up will each win $300. Ten entries per person during the Contest Period. Total ARV of all prizes is $3,200. Void where prohibited. See Official Rules for additional eligibility restrictions and complete details. Sponsored by Hot Topic, Inc. and BoxLunch 18305 E. San Jose Ave, City Of Industry, CA, 91748 United States ("Sponsors") and administered by Fan Factory ("Administrator").

LONG LEGAL:

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT IMPROVE YOUR CHANCE OF WINNING. MANY WILL ENTER, FEW WILL WIN.

This Contest is intended for viewing and participation only by U.S. legal residents of one of the 50 United States, Washington D.C. or Puerto Rico. Please do not enter if you are not a legal resident of, and not located in, the 50 United States, Puerto Rico or Washington D.C. at time of entry. VOID IN THE U.S. VIRGIN ISLANDS AND ALL OTHER U.S. TERRITORIES AND POSSESSIONS, AND WHERE PROHIBITED BY LAW.

1. CONTEST SUBMISSION PERIOD: Submissions will be accepted starting February 12, 2020 at 12:00:00 am Pacific Time ("PT") and ending March 10, 2020 at 11:59:59 pm PT (the "Contest Submission Period"). The judging will take place March 19, 2020 to April 17, 2020.

2. ELIGIBILITY: To enter and be eligible to win, you must be a legal resident of, and must be physically located in one of the 50 United States, District of Columbia or Puerto Rico. Residents of the U.S. Virgin Islands and all other U.S. territories and possessions are not eligible to participate. All entrants must be the age of majority or older at the time of entry. Persons in any of the following categories are NOT eligible to participate or win prizes: (a) any person who, at any time on or after June 1, 2018 was or is a director, officer, agent, representative, or employee of Hot Topic, Inc., BoxLunch, HU Merchandising, or Viacom Inc. ("Licensor") or their respective parents, affiliates, subsidiaries, franchisees, or service agencies; (b) individuals engaged in the development, production or distribution of materials for the Contest or engaged in the administration or execution of this Contest (all such individuals and entities in (a) and (b) collectively referred to herein as the "Contest Entities"), and (c) persons who are or purport to be immediate family members (defined as biological or step-mother, father, sister, brother, daughter, son, dependent or spouse of any of the foregoing, regardless of where they reside) of any person in any of the preceding categories, regardless of where they live, or who reside in the same household (i.e., live in the same household for at least 3 of the 12 months preceding the start of the Contest Submission Period, whether related or not) as any person in any of the preceding categories. This Contest is subject to all applicable federal, state, and local laws and regulations. Void where prohibited. Licensor is not responsible for the collection, submission or processing of entries, the selection of winners, the provision or delivery of prizes, or the administration of the Contest.

HOW TO ENTER: During the Contest Submission Period, enter online by downloading the submission kit and digitally uploading up to ten (10) designs at http://thelastairbendercontest.fanfactoryart.com . Please click https://drive.google.com/drive/folders/1KVJ_rc5uzJx-TZtq-FL47M8UhHTdG3se?usp=sharing if you would like to download a submission kit. In order to submit, contestants must visit the submissions page during the Contest Submission Period and follow the on-screen instructions to upload their original artwork and complete an official entry form, including agreeing to the terms of the user generated content submission agreement ("Submission Agreement") and click the "Submit Your Design" button to complete the submission form. The uploaded original artwork together with the Submission Agreement and official entry form shall be collectively referred to as the "Entry." No more than ten (10) entries per person will be accepted. All online entries must be received no later than 11:59:59 PM PT on March 10, 2020. Attempts made by the same individual to enter by using multiple e-mail addresses/social media accounts or otherwise will be disqualified. Mass entries, or entries generated by a script, macro or use of automated devices will be disqualified. Winning designs may be used on product and featured in Hot Topic/BoxLunch stores and websites in accordance with the Additional Conditions of Entry set forth in Section 7 below.

3. SUBMISSION REQUIREMENTS: All Entries:

a. Must be Contest entrant's original artwork inspired by the property AVATAR: THE LAST AIRBENDER as a digital file in the dimensions of 1,000x 1,000 pixels at 72 dpi, under 20 megabytes in size. You are allowed up to three (3) additional optional submission images to help showcase your design;

b. Must include the title and the description of the design. Titles for submissions are limited to 20 characters including spaces. Descriptions for submissions are limited to 140 characters including spaces;

c. Must be in one of the following file formats: PNG/JPG;

d. Hi-res files must be in layers, a vector, or a PNG file with a transparent background;

e. Must not, as determined in the sole and unfettered discretion of Sponsors, copy any Entries previously submitted by other entrants to the Contest and/or posted at: fanfactoryart.com and must not, as determined in the sole discretion of Sponsors, advertise or promote any brand or product of any kind other than those of Sponsors or Licensor;

f. Must not be offensive or inappropriate, as determined by Sponsors in their sole discretion, nor can it defame, or invade publicity rights or privacy rights of, any person, living or deceased, or otherwise infringe upon or violate any person's or entity's personal or property rights, intellectual property rights, or any other third party rights;

g. Must not contain material which is sexually explicit or suggestive, violent or derogatory of any ethnic, racial, gender, religious, professional or age group, profane or pornographic, contain nudity or any materially dangerous activity;

h. Must not contain material which promotes firearms or illegal drugs (or the use of any of the foregoing), or any activities that may appear unsafe or dangerous, or any political agenda or message;

i. Must not contain material which is obscene or offensive, endorse any form of hate or hate group;

j. Must not contain material which defames, misrepresents or contains disparaging remarks about Sponsors, Licensor or their respective products or services, or other people, products or companies;

k. Must not infringe upon, or include material that infringes upon, the copyrights, trademarks, rights of publicity or privacy, or any other intellectual rights of any person or entity;

l. Must not contain any malware, worms, viruses, Trojan horses, or any other destructive elements;

m. Must not include any personally identifying information, such as license plate numbers, personal names, or email addresses;

n. Must not include materials embodying the names, likenesses, photographs, or other indicia identifying any third party, living or dead, without written permission from that third party;

o. Must not communicate messages or images inconsistent with the positive images and/or goodwill with which Sponsors or Licensor wishes to associate; and

p. Must not depict, and cannot itself be in, violation of any law.

Entries that are not compliant with these Official Rules are subject to disqualification, at the sole and absolute discretion of Sponsors and/or Licensor.

4. JUDGING:

a. From March 19, 2020 to April 17, 2020, a panel of qualified judges to include representatives of Sponsors will judge all of the eligible Entries received during the Contest Submission Period and will select one (1) winner and four (4) runners up based on the judging criteria described below.

March 19, 2020 to April 17, 2020, a panel of qualified judges to include representatives of Sponsors will judge all of the eligible Entries received during the Contest Submission Period and will select one (1) winner and four (4) runners up based on the judging criteria described below. b. Judging Criteria: (each criterion is followed by its weight in parentheses) submissions digitally uploaded to http://thelastairbendercontest.fanfactoryart.com must depict the character(s) from the Licensor franchise AVATAR: THE LAST AIRBENDER. Submissions will be judged based on (a) Creativity (25%), (b) Originality (25%) and (c) Fits the theme (50%). In the event of a tie, an additional, "tie-breaking" Contest Judge will determine the winning Entry based on the criteria listed herein. The potential grand prize winner and runners up will be eligible to win the prizes described below subject to verification of eligibility and compliance with these Official Rules. The Contest Judges' decisions shall be final and binding.

(each criterion is followed by its weight in parentheses) submissions digitally uploaded to http://thelastairbendercontest.fanfactoryart.com must depict the character(s) from the Licensor franchise AVATAR: THE LAST AIRBENDER. Submissions will be judged based on (a) Creativity (25%), (b) Originality (25%) and (c) Fits the theme (50%). In the event of a tie, an additional, "tie-breaking" Contest Judge will determine the winning Entry based on the criteria listed herein. The potential grand prize winner and runners up will be eligible to win the prizes described below subject to verification of eligibility and compliance with these Official Rules. The Contest Judges' decisions shall be final and binding. c. The Potential Grand Prize Winner may be subject to an interview by the Contest Judges to confirm the eligibility of the Entry, and may be disqualified if the Entry has not complied with these Official Rules, as determined by Sponsors or the Judges in their sole discretion. Failure to comply with any of these requirements may, at Sponsors’ sole and absolute discretion, result in disqualification and the next highest scoring Entry may then be selected by the Judges.

5. PRIZE: One (1) grand prize and four (4) runners up prizes are available. Prizes will consist of: One (1) grand prize winner will receive $2,000; and four (4) runners up winners will receive $300 each. TOTAL APPROXIMATE RETAIL VALUE OF ALL PRIZES: $3,200. Winners are not entitled to exchange or transfer prizes or to obtain cash or other substitutes, but Sponsors in their sole discretion may substitute prizes of equal or greater value.

6. WINNER NOTIFICATION: The potential winners will be notified via email beginning on or about April 17, 2020 with instructions on how to be confirmed as a winner and claim their prize. The potential winners will be required to execute and return an affidavit of eligibility, a liability release, a certificate of authorship documentation assigning all rights, copyright, title and interest in the Entry to Licensor (the "COA"), a W9 form, and, where imposing such condition is legal, publicity release, within the time period specified by Sponsors. Failure of any potential winner to complete and return any of the aforementioned documentation within the allotted time period specified by Sponsors shall result in such potential winner's disqualification from the Contest. If a potential winner is found to be ineligible or not in compliance with these Official Rules, declines to accept a prize, or Sponsors are unable to contact a potential winner within three (3) business days, or in the event that a prize notification or prize is returned undeliverable, the prize will be forfeited and, at Sponsors' sole discretion, prize may be awarded to an alternate potential winner. Potential winners may be required to furnish proof of identification. If a winner's entry is accepted for use by Sponsors and Licensor, the winner hereby irrevocably, in perpetuity assigns any and all rights to the entry to Licensor including all copyrights. At the time Potential Grand Prize Winner is notified that their entry has been selected as the Contest’s winning entry, the Potential Grand Prize Winner agrees to execute such documents as requested of them by (including, without limitation, the COA) to effect/confirm the rights assignment to Licensor. This means that the winner will no longer own the copyrights to that artwork .

7. ADDITIONAL CONDITIONS OF ENTRY:

a. Contest Entities and other participants have access to and/or may create or have created ideas and concepts, which may be similar or identical to the entrant’s Contest entry materials, ideas and/or concepts.

b. The entrant will not be entitled to any compensation or other consideration because of the use by Contest Entities or any other participant of such similar or identical material, ideas and/or concepts.

c. For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, each entrant hereby irrevocably grants the Contest Entities a non-exclusive, fully sub-licensable and assignable license (but not the obligation) to reproduce, publicly perform, stream, exploit and otherwise use his/her Entry and any associated materials throughout the universe, in perpetuity, in any and all media, without further notice to, consent by, or payment to entrant, for a period of 12 months after the end of the Contest Submission Period (the "License Period"), for promoting the Contest and promotions similar thereto, as well as for promoting Contest Entities and Licensor's products and brands (but not for commercial exploitation on products). Without in any way limiting the foregoing, during the License Period, the Contest Entities shall have the right, in their sole discretion, to edit, composite, morph, scan, duplicate, make derivative works of or alter the Entry, and each entrant irrevocably waives any and all so-called moral rights they may have therein. Once they are selected, the grand prize winner and all runners up winners will no longer be subject to these license rights. The assignment rights set forth in Section 6 of these Official Rules will apply to all winners.

d. By submitting an Entry, entrants agree to indemnify and hold Contest Entities harmless from and against any and all claims, demands, actions, causes of action, damages, costs or expenses brought against or suffered or incurred by the Contest Entities, or any of them, arising out of or in connection with the participation by the entrants in this Contest, any breach by the entrants of the warranties or agreements contained in these Official Rules or the use, in whole or in part, by any Contest Entity of any Entry (or portion thereof) submitted by the entrants in this Contest.

e. By entering this Contest, for the duration of the License Period, all entrants consent to the use of their names, addresses (cities and states only), and statements relating to the Contest or Contest Entities, and video clips and photographs or other likenesses (provided by entrant or otherwise captured by Sponsors) without further compensation, notification or permission in any publicity, promotion or advertising carried out by Sponsors, the Contest Entities or any related entities in in connection with this Contest or any promotion similar thereto, or in connection with the promotion of Contest Entities' and Licensor's products or brands.

f. In the event that Sponsors wish to (a) use an entry beyond the term of the License Period for any purpose, or (b) use an entry for commercial exploitation on products, then Sponsors shall negotiate reasonable commercial terms with the person who submitted the entry in order to compensate the entrant for Sponsors' use of the entry,

g. By entering, entrants (i) acknowledge compliance with these Official Rules including all eligibility requirements and, (ii) agree to be bound by the decisions of Sponsors and/or Contest Judges, made in their sole discretion, which shall be final and binding in all matters relating to this Contest. Entrants who have not complied with these Official Rules are subject to disqualification, at the sole and absolute discretion of Sponsors, in which event all Entries submitted by such disqualified entrant will be void .

. h. Sponsors reserve the right to disqualify any entrant’s registration in the Contest (and void all associated Entries) or entitlement to a prize, if, in the sole and absolute discretion of Sponsors, Sponsors determine or reasonably suspect that the entrant has attempted to undermine the legitimate operation of the Contest by cheating, hacking, deception, or other fraudulent, deceptive or unfair playing practices (including any Entries generated by script, macro, robotic, programmed, or any other automated means).

i. If a dispute arises regarding who submitted an entry, the entry will be deemed to be submitted by the authorized account holder of the email address provided at time of entry and must comply with these Official Rules. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization responsible for assigning email addresses for the domain associated with the submitted email address.

j. As a condition of entering, entrants (or their parent or legal guardian if an eligible minor) agree: (a) to release Sponsors, Contest Entities, Administrator, Licensor, each of their affiliates, and each of their officers, directors, employees and agents, from any and all liability, loss or damage incurred with respect to participating in the Contest or the awarding, receipt, possession, and/or use or misuse of any prize or any travel related thereto. Any controversy or claim arising out of or relating to the Contest shall be settled by binding arbitration in a location determined by a single arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Commercial Arbitration Rules of the American Arbitration Association ("AAA") located at www.adr.org. The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the AAA Rules and Procedures. The arbitrator shall apply the laws of the State of California consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsors will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Sponsors shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. The prevailing party shall be entitled to an award by the arbitrator of reasonable attorneys' fees and other costs reasonably incurred in connection with the arbitration. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN THE ENTRANT'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT ENTER THIS CONTEST IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE OFFICIAL RULES.

BY PARTICIPATING IN THE CONTEST, EACH ENTRANT AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE PROMOTION, OR ANY PRIZE AWARDED, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS, INCLUDING WITHOUT LIMITATION LEGAL CLAIMS, COSTS, INJURIES, LOSSES OR DAMAGES, DEMANDS OR ACTIONS OF ANY KIND (INCLUDING WITHOUT LIMITATION PERSONAL INJURIES, DEATH, DAMAGE TO, LOSS OR DESTRUCTION OR PROPERTY, RIGHTS OF PUBLICITY OR PRIVACY, DEFAMATION, OR PORTRAYAL IN A FALSE LIGHT) (COLLECTIVELY, "CLAIMS"), WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) ENTRANT'S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO EVERY ENTRANT.

8. The Official Rules and the Contest are governed by US law and are subject to all applicable federal, state and local laws and regulations. All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest Official Rules, or the rights and obligations of entrant and Sponsors in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of laws rules thereof, and any matters or proceedings which are not subject to arbitration as set forth in the above of these Official Rules and/or for entering any judgment on an arbitration award, shall take place in the State of California, in the City of Los Angeles.

9. Sponsors reserve the right in its sole discretion to cancel, modify or suspend this Contest at any time if fraud, technical failures, including any network server or hardware failure, viruses, bugs, errors in programming, or any other errors or other causes corrupt the administration, security, integrity or proper play of the Contest and, if cancelled, at Sponsors' discretion, to select the winners from all eligible entries using the procedure outlined above.

10. Sponsors and the Contest Entities do not warrant that access to the Contest will be uninterrupted. Sponsors and the Contest Entities are not responsible for any problems that may arise, including but not limited to; (a) lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, Websites, or other connection, availability or accessibility problems arising in connection with or over the course of the Contest; or (b) communications failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions or hardware or software malfunctions, failures or difficulties; or (c) failure of personal computers and/or software and hardware configurations, any technical malfunctions, failures, or difficulties, printing errors, clerical, typographical or other error in the offering or announcement of any prize or in any prize notification documents; or (d) for any other errors of any kind relating to or in connection with the Contest, whether human, mechanical, clerical, electronic, or technical or otherwise, including, without limitation, any errors which may occur in connection with the administration of the Contest, the processing of registrations or entries, the uploading of submissions, the judging of entries, the tabulation of scores, the announcement of the prizes or in any other Contest-related materials; or (e) the incorrect or inaccurate capture of information, or the failure to capture any information in connection with the Contest; or (f) damage to a user's computer systems, networks, or data occasioned by participation in this Contest or downloading any information necessary to participate in this Contest.

11. Any attempt by an entrant or other individual to deliberately damage any website or undermine the legitimate operation of this Contest, including but not limited to any fraudulent claims, is a violation of criminal and civil laws. Should such an attempt be made, Sponsors reserve the right to seek remedies and damages from any such individual, to the fullest extent permitted by law, including criminal prosecution. Entrant engaging in any of the foregoing activities may be disqualified, will forfeit any prize(s) won, and all associated Entries and/or scores will be void.

12. In the event of any conflict with any Contest details contained in these Official Rules and Contest details contained in contest marketing materials, if any, (including but not limited to point of sale, television, and print advertising, promotional packaging, and other promotion media), the details of the Contest as set forth in these Official Rules shall prevail.

13. 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. In particular, Sponsors' employees are not authorized to waive, modify or amend any provision or provisions of these Official Rules in any manner whatsoever.

14. This Contest is solely sponsored by Hot Topic, Inc., and BoxLunch 18305 E. San Jose Ave, City Of Industry, CA, 91748 United States and Administered by Fan Factory/

15. For any legally required notice of the prize winner, send a self-addressed postage stamped envelope to: AVATAR: THER LAST AIRBENDER Design Contest — Winner List Request, 18305 San Jose Ave, City of Industry, CA 91748, to be received by December 31, 2020. Winner's notice will be sent after all prizes have been awarded.

16. Odds of winning depends on the judged level of creativity, originality and relevance, per the judges' criteria, of the entry submission

17. To see how we use personal information obtained in connection with this Contest, please visit http://www.boxlunch.com/customer-service/privacy-policy/ or http://www.hottopic.com/customer-service/privacy-policy/. Personal information may be collected, used or disclosed. Neither Sponsors, Administrator nor Contest Entities will sell, share or otherwise disclose personal information of entrants with third parties or agents, other than to third parties or agents engaged by Sponsors to fulfill the above purposes or as permitted or required by the applicable laws. If you are selected as a winner, your information may also be included in a publicly-available winner's list.

Nickelodeon, Avatar: The Last Airbender, and all related titles, logos and characters are trademarks of Viacom International Inc.