MTN DEW^® PONGR^® Game

OFFICIAL RULES

NO PURCHASE NECESSARY. VOID WHERE PROHIBITED.

1. PROMOTION PERIOD:

Mtn Dew® Pongr® promotion (the "Promotion") will be available on the www.pongr.com/dew web site ("Web Site") beginning February 9, 2011 at 12:00 a.m. ET and ending March 6, 2011 at 11:59 p.m. EST (the "Promotion Period"). For purposes of this Promotion a 'day' is 12:00 a.m. ET through 11:59 p.m. ET. A 'week' is defined as 12:00 a.m. ET Sunday through 11:59 p.m. ET Saturday except for the first week of the Promotion Period which shall be defined as 12:00 a.m. ET Wednesday through 11:59 p.m. ET Saturday, February 12, 2011. The computer clock of Pongr is the official time-keeping device of the Promotion.

2. ELIGIBILITY:

This Promotion is open only to legal residents of the United States or the District of Columbia who are eighteen (18) years of age or older and a registered user of Pongr. Officers, directors and employees of PepsiCo, Inc., Pongr, Inc., Pepsi-Cola Company, its bottlers, administrators and each of their respective parent, subsidiary and affiliated companies, distributors, advertising, promotional and judging agencies, persons engaged in the development, production or distribution of materials for this Promotion (collectively, the "Promotion Parties") and the immediate family members (parent, child, sibling, and spouse) of, or persons living in the same household as, such individuals (whether related or not) are not eligible to participate in the Promotion.

3. REGISTER BY PLAYING:

3. Registration happens the first time you submit a Mtn Dew related picture to [email protected]. Once you submit your Mtn Dew picture, your user ID will be created from the unique email address you submitted your picture from ("Account"). Limit one (1) Account per person/e-mail address. No prior registration is required. Only pictures containing a Mtn Dew image will be accepted; pictures containing any other third-party logos will be disqualified. Once you have submitted your first picture, you will receive a message sent back to you with a URL to connect to Facebook and/or Twitter using Pongr's integration with these social networking sites. You may connect on your mobile device OR on your computer. You do not need a smart phone to participate in the Promotion. If your mobile device does not allow you to browse the web, you may type the URL into your computer and connect to Facebook and Twitter through your desktop/laptop browser. You do not have to complete this step if you do not want to because your user ID will be the unique email address you submitted your picture from. Connecting to Facebook and Twitter makes it easier for us to communicate with you in the event you are a top weekly earner in the Promotion or if one of your pictures is selected by the community as a most "liked" picture of the day.

4. HOW TO EARN DEW® BUCKS:

Each time a Pongr account holder ("Participant") participates in one of the activities outlined below ("Activity"), they will earn a specific amount of DEW Bucks for each Activity. At the end of each week, the Participant who has earned the most DEW Bucks will receive a Mtn Dew hoodie. At the beginning of each week, Account balances are reset to zero on the weekly leader board.

Participants may only accumulate DEW Bucks for a limited number of each Activity performed (daily, weekly or per Promotion Period, as applicable), but can interact with Activities on an unlimited basis. Activities contain DEW Bucks limits per day or Promotion Period basis. The DEW Bucks limits are noted in the individual Activity explanation.

Participants should follow the on-screen instructions detailing how to complete each Activity below:

Once you complete a specific Activity your Account will automatically be credited with the number of DEW Bucks associated with that Activity.

DEW Bucks have no cash value. DEW Bucks expire at the end of the Promotion Period; any unused DEW Bucks remaining in an Account after this time shall be void. The "Account History" section of the Web Site will record all transactions within your Account. When logged onto your Account you can check your Account History for Point balances and details. Sponsor assumes no liability for discrepancies, omissions, inconsistencies or errors in the number of Activities participated in or the number of DEW Bucks acquired as a result thereof as reported on the Web Site. The decisions of Pongr and Sponsor with respect to Activity history, Account balances.

*By submitting a Mtn Dew picture to Pongr ("Submission"), Participant on behalf of themselves, their heirs, executor, administrator and assigns, hereby assign to Sponsor all rights, interest and goodwill in the Submission, including an irrevocable grant to Sponsor of the exclusive, perpetual, royalty-free, worldwide license and right to broadcast, exhibit and otherwise use the picture and every element thereof, in whole or in part, either alone or accompanied by other materials, in any manner and in any and all media, including but not limited to, film, television, internet, viral video and all other forms of media now known and hereafter devised, throughout the world and in perpetuity, for any purpose whatsoever, including use on websites owned or operated by the Sponsor. All Submissions, upon submission, become the property of Sponsor, and its successors, assigns and licensees. Sponsor will have the exclusive right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited sublicenses. Without limiting the forgoing, Sponsor will have the right to use the Submission in any packaging, merchandising, advertising, marketing, promotion or for any other commercial or non-commercial purpose. Participant forever waives and relinquishes on behalf of themselves, their heirs, executor, administrator and assigns any and all rights, including but not limited to goodwill, in and to the Submission.

5. PRIZES:

Weekly Prizes: Four (4) Weekly Prizes will be awarded to the Participant with the most DEW Bucks in their account at the end of that week. The Weekly Prize consists of a Mtn Dew Hoodie (ARV $45 each). Limit one (1) Weekly Prize per Participant.

Daily Prizes: Three (3) Daily Prizes will be awarded to the top three (3) Participants with the most "likes" at the end of each day for the picture they submitted to Pongr. The Daily Prize consists of a Mtn Dew coupon good for a Free 2-liter of Mtn Dew (ARV $1.59 each). Limit of three (3) Free 2-liter coupons per person. The "Likes" calculation for each day is based on how many "Likes" a photo actually received in any given day.

6. WINNER NOTIFICATION:

Potential prize winners will be notified and prizes will be sent to the postal address/phone number provided at the time of notification. Any mail returned as undeliverable without a forwarding address will result in prize forfeiture and an alternate winner selected at Sponsor's sole discretion. You are responsible for providing your postal information if you are contacted as a prize winner. Allow 8 to 10 weeks for shipment of a prize. Prizes will only be delivered to addresses within the United States.

7. GENERAL CONDITIONS ON PRIZES:

No substitution of prizes is offered, no transfer of prizes to a third party is permitted and non-cash prizes are not redeemable for cash value. Sponsor reserves the right to award a prize of equal or greater value in the event the published prizes become unavailable. Any difference between the stated estimated value of a prize and the actual value of prize will not be awarded. Prize recipients are responsible for all applicable federal, state, and local taxes on a prize. You are not eligible to receive a prize until your DEW Bucks have been verified in accordance with these Official Rules, and you have fully complied with these Official Rules.

8. LIMITATIONS OF LIABILITY:

No responsibility or liability is assumed by the Sponsor or by any of the Promotion Parties for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Web Site (or by any means of registering for, or participating in any part of, the Promotion): hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or internet connectivity or other online or mobile phone communication problems; errors or limitations of any internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail or text messaging transmissions to be sent or received; lost, late, delayed or intercepted e-mail or text messaging transmissions; inaccessibility of the Web Site in whole or in part for any reason; traffic congestion on the internet or Web Site; unauthorized human or non-human intervention of the operation of the Promotion, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Promotion, or loss, miscount, misdirection, inaccessibility or unavailability of an Account used in connection with the Promotion. Neither Sponsor nor any of the Promotion Parties are responsible for any typographical errors, any indication of the number of available DEW Bucks in an Account, any display or announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Web Site, including without limitation, or any personal injury or property damage or losses of any kind which may be sustained to Participant's or any other person's computer equipment or mobile phone equipment resulting from online participation in the Promotion, or use of or download of any information from the Web Site. Use of the Web Site is at each user's own risk. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEB SITE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Under no circumstances will Sponsor or any of the Promotion Parties be liable for punitive exemplary, special, indirect, incidental, consequential, or any other damages.

9. MODIFICATION:

In no event will Sponsor be obligated to award more prizes than the number of prizes stated in these Official Rules. If for any reason Sponsor determines in its sole discretion that the Promotion is no longer capable of running as intended by these Official Rules for any reason whatsoever, Sponsor, may at its sole discretion, reserves the right to cancel, terminate, suspend, postpone, delay or modify the Promotion in whole or in part, for any reason whatsoever, including but not limited to, any occurrences described in Rule 10 above, or any other causes which may corrupt or impair the integrity, security, fairness or proper conduct of the Promotion. If Sponsor determines that more prize claims are submitted or more prize notices are distributed than the number of prizes offered in these Official Rules, Sponsor shall immediately suspend all prize awards, and Sponsor reserves the right to award any remaining prizes (up to the total set forth in these Official Rules) in a manner deemed fair and equitable by Sponsor. For example, Sponsor may select a winner who has the greatest number of DEW Bucks up to the time of the impairment, and neither Sponsor nor its Administrators nor any of the Promotion Parties shall have any further liability to any participant in connection with the Promotion.

10. CONDUCT:

By participating in this Promotion, each Participant in the Promotion hereby agrees to be bound by each of these Official Rules and the decisions of the Sponsor which shall be final and binding and in all respects. Failure to comply with these Official Rules may result in disqualification. Sponsor reserves the right at its sole discretion to (a) disqualify any individual from participating in any aspect of Promotion, and/or (b) to cancel, suspend or block any Account registered by such person if Sponsor or the Promotion Parties deem or suspect that such person has engaged in or has attempted to engage in any of the following: (i) acting in violation of these Official Rules or the terms and conditions of the Web Site; or (ii) damaging, tampering with or corrupting the operation of the Promotion; or (iii) acting with intent to annoy, harass or abuse any other person; or (iv) using of any automated bot, script or other robotic, mechanical, programmed or automated devices to submit data to the Web Site through online, text messaging or phone-in means; or (v) any unsportsmanlike, inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or (vi) any activity deemed in the sole discretion of Sponsor to be generally inconsistent with the intended operation of the Promotion. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE OR CORRUPT ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND ITS ADMINISTRATORS HEREBY RESERVE THE RIGHT TO PROSECUTE AND SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision.

This Promotion is governed by the laws of the United States and the State of New York, without respect to conflict of law doctrines. As a condition of participating in this Promotion, you agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with this Promotion, shall be resolved individually, without resort to any form of class action, exclusively before a court located in New York having jurisdiction. Further, in any such dispute, under no circumstances will participants be permitted to obtain awards for, and hereby waive all rights to claim punitive, incidental or consequential damages, including attorneys' fees, other than entrant's actual out-of-pocket expenses (e.g. costs associated with entering), and participants further waive all rights to have damages multiplied or increased.

11. RELEASES:

All Participants, as a condition of participation in this Promotion, agree to release Sponsor and Promotion Parties from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with: (a) accessing the Web Site, (b) participating in an Activity, earning DEW Bucks or otherwise participating in any aspect of the Promotion, (c) the receipt, ownership or use of any prize awarded, (d) any download, or (e) any typographical or other error in these Official Rules or the announcement of offering of any prize. Sponsor makes no representations or warranties of any kind concerning the appearance, safety or performance of any prize, except for any express manufacturer's warranty as may be included with the prize. Each prize winner bears all risk of loss or damage to his/her respective prize after it has been delivered. Except for residents of TN and where prohibited by law, each prize winner hereby grants to Sponsor and the Promotion Parties the right to print, publish, broadcast and use worldwide in any media whether now known or hereinafter devised (including without limitation the use online at the Web Site or at any other websites owned, controlled and/or operated by Sponsor) such prize winner's name, address, voice, statement, picture or other likeness, without additional compensation, for any and all public relations, advertising and promotional purposes as may be determined by Sponsor.

12. WINNER'S LIST:

For a list of the Sweepstakes prize winners for prizes valued at over $25, send us an e-mail before March 6, 2011 to [email protected]

13. SPONSOR:

Pepsi-Cola Company, 700 Anderson Hill Road, Purchase, New York 10577.