OFFICIAL RULES
"Best Friend Fun Sweepstakes"
Online Entry Only

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A purchase will not increase your chances of winning. Void in Alaska, Hawaii, Puerto Rico and where prohibited or restricted by law. You must have permission from your parent or legal guardian prior to entering. Many will enter, few will win.

Sponsor. Viacom Media Networks, 1515 Broadway, New York, NY 10036. Administrator. National Sweepstakes Company, LLC, 693 East Ave, Suite 302, Rochester, NY 14607

1. ELIGIBILITY. The "Best Friend Fun Sweepstakes" (the "Sweepstakes") is only open to legal residents of the forty-eight (48) contiguous United States and the District of Columbia, who are between six (6) and eleven (11) years of age at the time of entry ("Participant"). Employees, officers, directors and members of Sponsor, Administrator, ConAgra Foods, Inc., all prize providers and any of their respective parent, affiliate and subsidiary companies, licensors, distributors, divisions and their advertising, production and promotion agencies, licensors, representatives, contractors, agents as well as the immediate family members (spouse, parents, step-parents, siblings, children, step children regardless where they reside) and members of their households (whether related or not) and those winners who have won a grand prize in any Sponsor-related sweepstakes/promotion in the twelve (12) months prior to the start of the Sweepstakes Period are ineligible to participate in this Sweepstakes. The Sweepstakes is subject to applicable federal, state and local laws and regulations and is void where prohibited. Participation in the Sweepstakes constitutes your full and unconditional agreement to be bound by these Official Rules and Sponsor's decisions, which are final and binding in all matters related to the Sweepstakes. Winning a prize is contingent upon fulfilling all requirements set forth herein. By entering, you grant permission to be contacted by Administrator via mail or email in connection with the Sweepstakes. Eligibility will be determined by Sponsor and Administrator in its/their sole discretion.

2. TIMING. The Sweepstakes begins at 12:00 a.m. Eastern Time ("ET") on December 2, 2013 and ends at 11:59 p.m. ET on February 9, 2014 (the "Sweepstakes Period") and shall consist of ten (10) individual, separate weekly sweepstakes (each a "Weekly Sweepstakes"), each with their own individual entry period (each a "Weekly Entry Period") and drawing date (each a "Weekly Drawing Date") as indicated in the chart below. For the purposes of this Sweepstakes, a day ("Day") is defined as a calendar day beginning at 12:00:01 a.m. ET and ending at 11:59:59 p.m. ET. Administrator's computer is the official time-keeping device for the Sweepstakes.

Weekly Entry Periods (Dates & Times)

Week # Start Date (12:00 a.m. ET) End Date (11:59 p.m. ET) Weekly Drawing Date Number of Winners
per Weekly Sweepstakes
1 12/2/13 12/8/13 12/9/13 Up to 200
2 12/9/13 12/15/13 12/16/13 Up to 300
3 12/16/13 12/22/13 12/23/13 Up to 500
4 12/23/13 12/29/13 12/30/13 Up to 750
5 12/30/13 1/5/14 1/6/14 Up to 750
6 1/6/14 1/12/14 1/13/14 Up to 750
7 1/13/14 1/19/14 1/20/14 Up to 750
8 1/20/14 1/26/14 1/27/14 Up to 750
9 1/27/14 2/2/14 2/3/14 Up to 750
10 2/3/14 2/9/14 2/10/14 Up to 500

3. HOW TO ENTER. Get your parent's or legal guardian's permission to enter, then visit http://www.nick.com/KCfun (enabled for desktop and mobile entry) (the "Sweepstakes Site") during the Sweepstakes Period and complete a registration form as directed online. Completed entry form must be submitted in accordance with the online directions during the applicable Weekly Entry Period. Any Participant who is under the age of majority in their state of residence must have the permission of his/her legal guardian or parent ("Parent") prior to entry and such entry shall be deemed submitted by the Parent and shall be treated as if the Parent had made such entry. If you enter using a mobile device, message and data charges may apply. Please check with your carrier to determine if you will incur such charges. Use of a profane username or the submission of false or misleading personal information will be grounds for disqualification. Determination of information to be profane, false, or misleading is at the sole discretion of the Sponsor. You must complete all required data. Incomplete or inaccurate entries are void. Limit one entry per Day per person/household and/or email address. Entries will not roll over to subsequent Weekly Sweepstakes' drawings and a winner of one Weekly Sweepstakes will be ineligible to win a subsequent Weekly Sweepstakes. Collection and use of personally identifiable information will be in accordance with the Sponsor's Online Privacy Policy as posted on its website, www.nick.com. All entries must be received at the Sweepstakes Site by 11:59:59 p.m. (ET) on the corresponding End Date listed in the above chart. Use of any automated system to participate is prohibited and will result in disqualification. Released Parties (as defined in Section 8, below) are not responsible for lost, late, stolen, damaged, incomplete, invalid, unintelligible, garbled, delayed or misdirected entries. Once submitted, all entries become the exclusive property of Sponsor, and will not be acknowledged or returned. In the event of a dispute as to who submitted an entry, the authorized account holder of the email address or mobile account used to submit the entry will be deemed to be the Participant. The "authorized account holder" is the natural person assigned the mobile account by the service provider or an email address by an Internet access provider, online service provider or other organization responsible for assigning mobile numbers or email addresses for the domain associated with the submitted address. Potential winners may be required to show proof that he/she is authorized account holder.

Opt Out: The parent or legal guardian ("Parent") of all Participants will be sent an initial e-mail notification advising Parent that his/her child has registered at the Sweepstakes Site for entry into a Weekly Sweepstakes and will be provided with the option to withdraw the entry. If the option to withdraw is not exercised within the time period indicated on such notice, the entry will be deemed submitted.

4. POTENTIAL WINNERS SELECTION. Administrator will conduct a random drawing on or about the applicable Weekly Drawing Date for each Weekly Sweepstakes in order to select the applicable number of potential winners (each a "Potential Winner") from all eligible Weekly Sweepstakes entries received during each corresponding Weekly Entry Period as indicated in the chart above. Odds of winning a prize depend on the total number of eligible entries received during the corresponding Weekly Entry Period. If a Potential Winner fails to respond to the notification within forty-eight (48) hours of Administrator's first attempt, such Potential Winner and his/her entry will be disqualified and another potential winner will be selected from the remaining eligible entries received during the corresponding Weekly Entry Period. By entering, you grant permission to be contacted by Administrator via e-mail in connection with the Sweepstakes. In order to proceed further in the Sweepstakes, Participant's Parent must respond to Administrator within forty-eight (48) hours of being notified or be subject to disqualification. If Sponsor is unable to award any Weekly Sweepstakes prize after three attempts, Sponsor reserves the right not to award such Weekly Sweepstakes prize. A Potential Winner is not an official winner ("Official Winner") until such Potential Winner's eligibility has been verified and Potential Winner has been notified that verification is complete. Sponsor's decisions are final and binding in all matters related to the Sweepstakes. Sponsor will not accept screen shots or other evidence of winning in lieu of its validation process. If Sweepstakes Site fails for any reason, any entry received during that time will be deemed a defective entry.

5. VERIFICATION OF POTENTIAL WINNER. Each Potential Winner's Parent may be required to sign and return an Affidavit of Eligibility, Liability & Publicity Release (except where prohibited) (collectively an "Affidavit") and any other legal documents that Sponsor may require, including, but not limited to, a W-9 tax form., which must be received by Sponsor within two (2) days of the date on the notice for the Weekly Sweepstakes Potential Winners. If a Potential Winner cannot be contacted, fails to execute and return the Affidavit within the required time period, Prize is returned as undeliverable, Potential Winner or Official Winner is found to be ineligible does not comply with the Official Rules or he/she refuses his/her Prize for any reason, Potential Winner forfeits the prize and Sponsor will select an alternate winner by random drawing from the remaining entries from the corresponding Weekly Sweepstakes.

6. PRIZES. Up to six thousand (6,000) total winners will be drawn during the entire Sweepstakes Period with the maximum amount of Potential Winners for each Weekly Sweepstakes indicated in the chart above. Each Official Winner will receive one (1) SpongeBob SquarePants-themed plush backpack and one (1) Patrick Star-themed plush backpack (collectively referenced herein as a "Prize"). Approximate retail value ("ARV") of each Prize: $35.00. Total ARV of all Sweepstakes Prizes: $210,000.00.

Prizes are awarded "as is" with no warranty or guarantee, either express or implied by Sponsor. Winners may not substitute, assign or transfer a prize or redeem prize for cash, but Sponsor reserves the right, at its sole discretion, to substitute a prize (or portion thereof) with one of comparable or greater value. Winners are responsible for all applicable federal, state and local taxes, if any, as well as any other costs and expenses associated with the Prize and the acceptance and use not specified herein as being provided. All Prize details are at Sponsor's sole discretion. Limit one (1) Prize per household.

Sponsor is not responsible for any mechanical difficulties or failure connected with the Sweepstakes, the Prizes, or any act or omission whatsoever. Prizes and any portion thereof are non-transferable and may not be given, bartered, substituted, sold, or exchanged for cash or another prize. In the event that an Official Winner chooses not to accept his/her Prize, or is unable to be notified, an alternate potential winner will be randomly selected from all of the remaining eligible entries of the corresponding Weekly Sweepstakes.

7. PUBLICITY. Except where prohibited by law, Winners grant to Sponsor (which grant will be confirmed in writing on request of Sponsor), its parent, subsidiaries, affiliates, assigns, agents (including advertising and promotion agencies), contractors, suppliers and those other entities acting pursuant to Sponsor's authority, the right and permission to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including but not limited to the world wide web, at any time or times, each Winner's name, portrait, picture, voice, likeness, and biographical information for advertising, trade, and promotional purposes (including the announcement of his or her name on television or radio broadcast) without additional consideration, compensation, permission, or notification. Participants agree that Sponsor shall own the Sweepstakes entries, which will not be acknowledged or returned, and that Sponsor and its designees shall have the perpetual, worldwide right to edit, publish, and use the entries in any way and in any media for trade, advertising, promotional, and/or other purposes as Sponsor and/or its designees may determine without further consideration to entrants or any third party.

8. LIMITATIONS OF LIABILITY/RELEASE. By submitting an entry, each Participant (whether declared an Official Winner or not) agrees (and agrees to affirm in writing) to forever and irrevocably release, discharge, indemnify and hold harmless Sponsor, Administrator, ConAgra Foods, Inc. and each of their respective subsidiaries, affiliates, suppliers, distributors, advertising, agencies, and prize suppliers, and each of their respective parents and affiliate companies and each such company's officers, directors, employees and agents (collectively, the "Released Parties") from and against any liability, claims, demands, and causes of action from personal injury, loss or damage of any kind, including death, or property damage, theft, or loss suffered or resulting in whole or in part, directly or indirectly, from participation in this Sweepstakes or the use, misuse or acceptance or possession of the Prize or any portion thereof, or participation in any Sweepstakes-related activity, access to and use of each website associated with this Sweepstakes and/or downloading from such site, or any claims based on publicity rights, defamation or invasion of privacy, or merchandise delivery. By participating in this Sweepstakes, entrants agree that the Released Parties are not responsible for any claims, damages, lawsuits, causes of action, proceedings, or liability due to any injuries, theft, damages, expenses, costs, or losses to any person (including death) or property of any kind resulting from, arising from, or in connection with, in whole or in part, directly or indirectly, from (i) any typographical or other error in the publication or printing of the Official Rules, and/or the offering or announcement of any Prize, (ii) lost, late, stolen, misdirected, damaged, incomplete or garbled entries, (iii) any error in the collection or retention of entry information, including, but not limited to, incorrect or inaccurate transcription, receipt or transmission of any part of the entry due to human error, (iv) any wrongful, negligent, or unauthorized act or omission on the part of any of the Released Parties, or any of their agents or employees, (v) the Sweepstakes and any elements thereof, and the participation or inability to participate in any Sweepstakes-related activity or participation in this Sweepstakes, including, but not limited to, any damage to participant's (or any third person's) telephone system and/or its contents related to or resulting from any part of the Sweepstakes, (vi) any malfunction of the telephone system, whether technical or due to human error in nature, lost/delayed data transmission, omissions, interruptions, deletion, defect, line failures, postponement, cancellation, or modification of the Sweepstakes, including, but not limited to, interruption or inability to access the Sweepstakes due to hardware or software compatibility problems of any telephone network (TSP), computer online systems (ISP), servers or providers, computer equipment, software, failure on account of technical problems or traffic congestion on the internet or at any website or any combination thereof, including injury or damage to Participants or to any other person's telephone system related to or resulting from participating, (vii) acceptance, receipt, possession, attendance at, travel related to, defects in, misuse, inability to use, or use of any component of the Prize including, but not limited to, lost, stolen, damaged, delayed, or misdirected or destroyed Prize (or any element thereof), or (viii) any change in the prizing (or any components thereof) due to unavailability, any of which is due to reasons beyond the Released Parties' control, including, but not limited to, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not such action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure including but not limited to overloading of the Sweepstakes Site due to excessive use, threatened or actual terrorist acts, air raid(s), blackout(s), act(s) of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic(s), explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond any of the Released Parties' sole and reasonable control, or as otherwise permitted in these Official Rules; ix) unauthorized human intervention in any part of the entry process or the Sweepstakes; or x) technical or human error which may occur in the administration of the Sweepstakes or the processing of entries. No more than the stated number of Prizes will be awarded. In event that production, technical, seeding, programming or any other reasons cause more than stated number of Prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of Prizes at random from all legitimate, un-awarded, eligible entries.

9. GENERAL CONDITIONS. Sponsor reserves the right to cancel, suspend and/or modify the Sweepstakes, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor's reasonable control impairs the integrity or proper functioning of the Sweepstakes, as determined by Sponsor in its sole discretion. In such event, Sponsor reserves the right to award the Prize at random from among the eligible entries received up to the time of the impairment. No more than the stated number of Prizes in these official rules will be awarded. Sponsor, in its sole discretion, reserves the right to disqualify any individual who tampers with the entry process or the operation of the Sweepstakes or who acts in violation of these Official Rules or in an unsportsmanlike or disruptive manner.

10. WARNING. Any attempt by any person to deliberately undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

11. GOVERNING LAW/JURISDICTION. The Sweepstakes and these Official Rules are governed by and shall be construed in accordance with the substantive laws of the State of New York (as distinguished from the choice of law rules) and the United States of America applicable to contracts made and performed entirely in New York and where the relevant contacts are with such state. Except where prohibited, as a condition of participating in this Sweepstakes, each Participant agrees that any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes, the Prizes awarded, or the determination of the Official Winner shall be resolved individually, without resort to any form of class action. Participant further agrees that in any cause of action, the Released Parties' entire liability will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Released Parties be liable for attorneys' fees and/or experts' fees and costs. Participant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages and participant further waives all rights to have damages multiplied or increased.

12. PRIVACY AND USE OF INFORMATION. By entering the Sweepstakes, each Participant agrees that Participant's entry and any other personally identifiable information collected or used in connection with the Sweepstakes is subject to and may be used by Sponsor in accordance with its Privacy Policy, as posted on www.nick.com.

13. RULES/WINNERS LIST. To receive the names of the Winners or an additional copy of these Official Rules, send a self-addressed, stamped envelope to: "Best Friend Fun Sweepstakes", c/o National Sweepstakes Co. LLC, P.O. Box 10505, Rochester, NY 14610 for receipt by March 10, 2014. Please specify "Rules" or "Winner Info". Vermont residents may omit return postage. You may also view the Official Rules by visiting www.nick.com/KCfun during the Sweepstakes Period.