Official Rules

The Season of Gratitude is upon us! With so much to be grateful for, it's important to bring some focus to people who make a positive impact in our lives every day. We want to hear your stories of gratitude for your favorite Keen advisor. Did a certain advisor on Keen.com help you through a particularly challenging period in your life? Did your conversations with your Keen advisor help you achieve some personal goals or find greater meaning in your life? We want to hear these stories and more.

The Season of Gratitude Contest (the "Contest") is a video submission contest beginning Tuesday, December 1, 2015 and ending on Tuesday, December 29, 2015. To enter, create, upload, and share an original video on YouTube.com using the hashtag #SeasonOfGratitude and #Keen tell us about an advisor on Keen that you're thankful for and why. Eligible video entries will be judged for originality, creativity, and popularity. Three (3) eligible video entries will be selected to win a prize.

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCES OF WINNING.

1. Sponsor: Ingenio, LLC ("Ingenio"), 201 Mission Street, Suite 200, San Francisco, CA 94105.

2. Eligibility: The Contest is open to persons who are at least eighteen (18) years of age or older at the time of entry, are legal residents of the United States and the District of Columbia, have Internet during the Contest Period, and are registered users of Keen ("Keen") and YouTube ("YouTube"). Employees, officers and directors of Keen, Ingenio, LiveAdvice and any parent companies, divisions, subsidiaries, affiliates, prize suppliers, or advertising and promotion agencies, and anyone working directly for Keen or Ingenio, including Keen advisors (collectively, the "Prohibited Entrants"), and the immediate family users (spouse, parents, children and siblings, and their respective spouses regardless of where they live) and individuals living in the households of the Prohibited Entrants, whether related or not, are not eligible to enter the Contest. The Contest is void outside of the United States and the District of Columbia and where prohibited or restricted by law. The Contest is subject to all applicable federal, state, and local laws and regulations.

3. Contest Period: The Contest begins at 12:00:00 a.m. Pacific Standard Time (PST) on December 1, 2015 and ends at 11:59:59 p.m. PST on December 29, 2015 (the "Contest Period"). Ingenio's time clock is the official clock for this Contest.

4. How to Enter: To enter, each entrant ("Entrant") must: (1) be a registered user of Keen and YouTube; (2) create an original video discussing an advisor on Keen that he or she is thankful for and why, in compliance with (a) the Content Restrictions in section 9 below and (b) YouTube's Community Guidelines, located at https://www.youtube.com/yt/policyandsafety/communityguidelines.html; (3) upload and share the video to the YouTube website; and (4) include the hashtags #SeasonOfGratitude and #Keen. To become a registered user of Keen, individuals must register for an account at www.keen.com and agree to Keen's User Agreement, located at https://help.keen.com/hc/en-us/articles/360060613353-Keen-User-Agreement. To become a registered user of YouTube, individuals must register for an account at www.youtube.com and agree to YouTube's Terms of Service, located at https://www.youtube.com/t/terms. There is no fee or charge to become a registered user of Keen or YouTube. By fully creating, uploading, and sharing a video on YouTube as provided above, Entrant will be entered in the Contest (the "Entry"). Any attempted form of entry other than as described herein is void. Limit: Only ten (10) Entries per person during the Contest Period.

5. Judging: [One (1) or more] representatives of Ingenio (the "Judges") will select the most compelling Entry in accordance with these Official Rules to determine the Winners (defined below). The Judges will judge all eligible Entries based on the following criteria: Originality (50%), Creativity (25%) and Popularity on YouTube (25%). Popularity will be determined based upon the number of views, "likes" and comments the video receives from the public on YouTube. On December 30, 2015, the three (3) most compelling Entries, as determined by the Judges in their sole discretion, will be deemed the winning Entries (each a "Winning Entry"). In the event of a tie for any potential Winning Entry, the score for Popularity will be used as the tiebreaker. Submission of an Entry constitutes agreement to be bound by the terms of these Official Rules and the decisions of Ingenio, whose decisions are final and binding in all matters relating to the Contest. Subject to verification of eligibility and compliance with the terms of these Official Rules, each eligible Entrant that submits a Winning Entry will be a winner of the Contest (each a "Winner").

6. Prize[s]: One (1) Prize ("Prize") will be awarded to each Winner and to the Keen advisor named in the Winning Entry. As determined by the scores given by the Judges to the Winning Entries in their sole discretion, the following Prizes will be awarded to the Winners in the order below:

• First Place: $500 for Winner with highest weighted score and $500 for Keen advisor;
• Second Place: $250 for Winner with second-highest weighted score and $250 for Keen advisor;
• Third Place: $100 for Winner with third-highest weighted score and $100 for Keen advisor.

Limit: One (1) prize per Entrant during the Contest Period.

7. Additional Prize Conditions: It is expressly understood that Ingenio is under no obligation to any Winner other than as expressly set forth herein. The right to receive a Prize is non-assignable, non-transferable and there will be no prize substitution or cash equivalent given for any Prize, except Ingenio reserves the right to substitute a prize (or any portion thereof) with one of equal or greater value, at Ingenio's sole discretion. Each Winner is solely responsible for all federal, state and local taxes and fees associated with the Prize acceptance. Should federal, state or local law impose any tax reporting or filing obligations on Ingenio arising out of the Winner's participation in the Contest (including the Winner's receipt of and/or use of any Prize), the Winner agrees to timely provide Ingenio with any information that is reasonably needed for Ingenio to comply with any such reporting or filing obligations. Terms and conditions of Prize will be furnished with prize notification. Ingenio reserves the right to modify these Official Rules for clarification purposes without materially affecting the terms and conditions of the Contest.

8. Publication, License and Release: By entering the Contest and submitting an Entry, each Entrant: (a) agrees that the Entry is an original work of authorship and that Entrant owns all right, title and interest in the Entry as of the date of submission or has all necessary rights and authorizations to submit it and the express permission of all individuals, content and materials embodied in the Entry to submit it for possible use as provided herein; (b) agrees that the Entry does not violate the YouTube Terms of Service or Community Guidelines or infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (c) grants to Ingenio and its designees a non-exclusive, perpetual and unlimited right and license to use, sublicense, edit, modify, duplicate and/or create derivative works from the Entry throughout the world, including, but not limited to, the right to publish, display, broadcast, distribute, reproduce, perform, create derivative works from and otherwise use and exploit the Entry via the Internet or any other interactive media, on television, in print and/or any other media currently existing and hereafter developed and without limitation and without payment of any compensation to Entrant or Entrant's heirs and successors for any lawful purpose; and (d) releases, in perpetuity, the Released Parties from any claims, demands, losses and liabilities of any nature arising out of or in any way connected with the Entry, and the use thereof as permitted hereunder, including, but not limited to, claims of false endorsement or infringement of rights of publicity or privacy. Nothing herein will obligate Ingenio to make any use of any of the rights set forth herein.

9. Content Restrictions: Entries must comply with YouTube's Community Guidelines. Additionally, Entrants must not include any of the following content (the "Content Restrictions") in any Entry: (i) pornography, adult-oriented content or any other sexually-explicit material; (ii) materials relating to lotteries or gambling; (iii) explicit language or content, images of violence, or promotion of illegal activities; (iv) content in violation of intellectual property rights or laws; (v) libelous, defamatory, disparaging, tortuous or slanderous materials; (vi) content that denigrates, disparages or reflects negatively on Ingenio or YouTube; (vii) tobacco, alcohol or drugs; (viii) dangerous stunts; (ix) real weapons of any kind including, but not limited to, guns, knives or projectiles; (x) material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any other basis protected by federal, state, or local law, ordinance, or regulation; (xi) individuals under legal age of majority without providing a signed release from parent or legal guardian; (xii) audio and/or visual content owned by any third party (e.g., recorded music; pre-produced video, etc.); and (xiii) material that is unlawful, or otherwise in violation of or contrary to the laws or regulations in any state where the Entry is created. Any Entry that does not comply with YouTube's Community Guidelines and the Content Restrictions above will be disqualified and eliminated from consideration.

10. Winner Notification:

A. Ingenio will notify each Entrant who submitted a Winning Entry (each a "Potential Winner") by e-mail and/or via the YouTube website (the "Prize Notification") and will required to privately (through e-mail or other secure, private means) provide Potential Winner's name, address, age and other personal information necessary to receive the Prize to Ingenio. In the event that any Potential Winner does not respond to the Prize Notification within three (3) business days, a disqualification and Prize forfeiture will result and an alternate Potential Winner shall be chosen from among all remaining eligible Entries based upon the judging criteria set forth in section 5 above.

B. Each Potential Winner shall be required to complete, sign and return to Ingenio the following documents (the "Acceptance Documents"):

• Winner's Prize Acceptance, Affidavit of Eligibility, and Release; and
• W-9 Miscellaneous Tax Form, if applicable.

C. Potential Winner must execute and return all Acceptance Documents within five (5) business days from the date of the applicable Prize Notification. If Potential Winner fails to timely execute and return any Acceptance Documents, is found to be ineligible or not in compliance with these Official Rules, declines to accept the Prize, cannot be contacted by Ingenio, or in the event that the Prize or Prize Notification is returned undeliverable, the Potential Winner will forfeit the Prize, and Ingenio shall select an alternate Potential Winner from among all remaining eligible Entries based upon the judging criteria set forth in section 5 above.

11. Agreement to Official Rules, Binding Nature, Release, and Indemnification: By participating in the Contest, each Entrant fully and unconditionally agrees to and accepts these Official Rules and the decisions of Ingenio, which are final and binding. Furthermore, each Entrant agrees to release, indemnify, defend, and hold harmless the Ingenio, Keen, YouTube, and their respective parent companies, subsidiaries, affiliates, prize suppliers, and advertising and promotion agencies and all their affiliates, and each of their respective agents, representatives, officers, directors, shareholders and employees (collectively, the "Released Parties") from and against any and all lawsuits, judgments, losses, damages, claims, actions, costs and expenses (including, without limitation, reasonable attorneys' fees) and any liability of any kind resulting from, arising from, or related to any injury, damage or loss that may occur, directly or indirectly, in whole or in part, from the participation in the Contest or from the receipt or use of the Prize (or any portion thereof) or any travel or activity related to the receipt or use of the Prize (or any portion thereof), including, without limitation, any personal injury, death or damage to persons or property. Released Parties make no warranties, express or implied, relative to the use or enjoyment of the Prize or portions thereof. Entrants are solely responsible for Internet connectivity, software and/or hardware that may be required in order to create and/or submit any Entry. Released Parties assume no responsibility for Entries that are lost, stolen, late, misdirected, undelivered, garbled, damaged, incomplete, illegible, incorrect, inaccurate, or postage-due; or for any other error of any kind, whether computer, technical, printing, typographical, human or other, relating to or in connection with the Contest, including, without limitation, errors which may occur in connection with the administration of the Contest, the processing of Entries, the tabulation of scores, the announcement of the Prize or in any Contest-related materials. The use of automated devices or any other devices intended to automate or subvert any aspect of participation to enter is prohibited. Entries that are incomplete, illegible or corrupted are void and will not be accepted.

12. Dispute Resolution: The Contest and these Official Rules shall be governed by, construed and interpreted in accordance with the laws of the State of California, U.S.A., applicable to contracts entered into and performed exclusively in that State. Venue with respect to any disputes that arise hereunder shall be had in the state and federal courts of San Francisco City and County, California.

13. Limitation of Liability: The Released Parties are not responsible for computer, printing, typographical, human, or other errors, including, without limitation, errors which may occur in the administration of the Contest, the announcement of the prize, the processing of entries or in any Contest related materials; or for Entries that are lost, stolen, late, misdirected, damaged, incomplete, illegible, fail to enter into the processing system, or are processed, reported, or transmitted late or incorrectly or are lost for any reason including computer, paper transfer, human or other error. Any Entries found suspect will be deemed void.

CAUTION: ANY ATTEMPT BY ANY INDIVIDUAL, WHETHER OR NOT AN ENTRANT, TO DAMAGE ANY WEBSITE ASSOCIATED WITH THIS CONTEST OR TO UNDERMINE THE CONTENT OR LEGITIMATE OPERATION OF THIS CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE, THE GIANTS WILL DISQUALIFY ANY SUCH ENTRANT, AND THE GIANTS RESERVE THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS' FEES) AND OTHER REMEDIES FROM ANY PERSON OR PERSONS RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

If in Ingenio's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if computer virus, bugs, unauthorized intervention, fraud, or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness, or proper conduct of the Contest, Ingenio reserves the right, at Ingenio's sole discretion, to disqualify any individual who tampers with the entry process and or void any Entries submitted fraudulently, to modify or suspend the Contest, or to terminate the Contest and conduct a separate selection of the Winning Entry using all eligible non-suspect Entries received as of the termination date. As a condition of entering the Contest, Entrants agree that: (a) under no circumstances will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to claim, punitive, incidental, special, exemplary, consequential, or any other damages; (b) all causes of action arising out of or connected with this Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; and (c) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees.

14. Publicity Rights: By accepting a Prize, each Winner agrees to allow Ingenio, Keen, and their designees the perpetual right to use each Winner's name, biographical information, photos, likeness, and statements for promotion, trade, commercial, advertising and publicity purposes, worldwide in all media now known or hereafter developed, including, but not limited, to radio, television, and the Internet, without notice, review or approval and without additional compensation, except where prohibited by law.

15. Privacy Policy: Information provided by Entrants under this Contest is subject to Ingenio's privacy policy located at: https://help.keen.com/hc/en-us/articles/1500000300002-Ingenio-Privacy-Policy. By participating in the Contest, Entrants hereby agree to Ingenio's collection and usage of their personal information and acknowledge that they have read and accept Ingenio's privacy policy.

16. Winners List and Official Rules: To request a list of the names of the Winners (available after January 1, 2016) or a copy of the Official Rules, mail a self-addressed, stamped envelope to "Ingenio, LLC, Attn: Community Marketing Manager, 201 Mission Street, Suite 200, San Francisco, CA 94105," and write, as applicable, "Winners List" or "Official Rules" on the lower left-hand corner of the envelope. Requests must be received no later than January 30, 2016. Requests will be fulfilled when the drawings have been conducted and Winners have been verified.

Ingenio trademarks, servicemarks and copyrights are proprietary to Ingenio, LLC. All rights reserved.

YouTube and Google Inc. are not sponsors of this Contest and will not be responsible for administering this Contest or selecting the Winners.