McDonald's^® Flavor Battle" Sweepstakes

NO PURCHASE NECESSARY. Purchase Will Not Improve Chances 0f Winning.

1. ELIGIBILITY: The McDonald's^® "Flavor Battle" Sweepstakes ("Sweepstakes" or "Promotion") is open to residents of the Fifty (50) United States and District of Columbia who are eighteen (18) years of age or older at time of entry. Persons in any of the following categories are NOT eligible to participate or win prizes in the Sweepstakes: (a) persons who on or after January 1, 2009 were or are a McDonald's restaurant franchise owner or employee, or a director, officer, employee or agent of Sponsor, Prize Logic, Cardenas Marketing Network ("CMN"), Telescope, any parent, subsidiary, affiliate, franchisee, or service agency or independent contractor of any of the above organizations; (b) individuals engaged in the development, production or distribution of materials for this Sweepstakes; and (c) persons who are immediate family members (defined as spouse, IRS dependent, or biological or step-mother, father, sister, brother, daughter, or son and each of their respective spouses) of any person in any of the preceding categories, regardless of where they live, and/or individuals who reside in the same household, whether related or not, as any person in any of the preceding categories. By participating in the Sweepstakes, each participant and his or her parent or legal guardian if participant is not of the legal age of majority in his or her State of residence ("Minor"), unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of McDonald's USA, LLC (the "Sponsor"), which shall be final and binding in all respects.

2. PROMOTION PERIOD: Promotion begins 9/7/09 at 12:00:01 a.m. Eastern Time ("ET") and ends on 11/22/09 at 11:59:59 p.m. ET. A day begins at 12:00:01 a.m. and ends at 11:59:59 p.m. All times are Eastern Time. The Promotion computer is the official time keeping device for the Promotion.

3. HOW TO PARTICIPATE: There are two (2) ways to participate. A McDonald's Flavor Battle is scheduled to take place at various Sprite Step Off Events ("Events") that are scheduled to take place in various cities during the Promotion Period. A Schedule of Events can be found at spritestepoff.com. You can attend a Flavor Battle at any of the scheduled Events and text message your vote for a DJ performing at the Event as stated below, or access 365Black.com ("Web site") and vote for one of the celebrity DJs whose performance videos will be available to be viewed on the Web site.

4. WINNER SELECTION: On or about November 23, 2009, a random drawing will be conducted by an independent judging organization to select five (5) potential winners from among all eligible entries received. The potential winners will be notified on or about November 25, 2009 using the phone, e-mail and/or mail address provided at the time of entry. Sponsor shall have no liability for any potential winner notification that is not received by any potential winner for any reason. If, despite reasonable efforts, any potential winner does not respond within seven (7) days of the first notification attempt, or if a notification is returned as unclaimed or undeliverable to any potential winner, such potential winner will forfeit his or her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified and an alternate winner may be selected. In that event, Sponsor may successively attempt to contact two (2) potential winners of each prize in accordance with such procedure, and if there is still no confirmed winner of the applicable prize following such attempts, the applicable prize may go unawarded. In the event of a dispute as to the identity of an online entrant, the online entry in question will be deemed submitted by the authorized account holder of the email account from which the entry was sent. The authorized account holder for an email account shall be the natural person to whom the applicable email address has been assigned by the Internet access provider, service provider, or other online organization responsible for assigning email addresses for the domain associated with the submitted email address at the time of entry. In the event of a dispute as to the identity of a text message entrant, the text entry in question will be deemed submitted by the authorized subscriber of the mobile phone account used to enter at the actual time of entry. The authorized subscriber is deemed to be the natural person whose name appears on the mobile phone service provider's bill. A potential winner may be requested to provide the Sponsor with proof that the potential winner is the authorized account holder of the email address or mobile phone account associated with the winning entry. If a dispute cannot be resolved to Sponsor's satisfaction, the entry will be deemed ineligible

5. PRIZES/VALUES/ODDS: Five (5) Grand Prizes: A 3 Day/2 Night trip for winner and one (1) guest to Atlanta, GA to attend the Sprite Step Off National Final during January 2010. Trip consists of round trip coach air travel from the airport nearest winner's U.S. residence to Atlanta, GA; two (2) nights accommodations (one standard double occupancy room); ground transportation to and from Atlanta Hartsfield-Jackson airport and event; two (2) tickets to the Sprite Step Off National Final, plus $500 in spending cash. Approximate Retail Value ("ARV") $3,000. Actual value will depend on the final itinerary, and any difference between the stated and the actual value will not be awarded. Travel must be taken on dates and itinerary determined by Sponsor in conjunction with the Event. Once travel is booked it cannot be changed without the express consent of Sponsor which may be denied for any reason whatsoever. Travel/accommodations and transportation are subject to change, availability, and restrictions and are at the sole discretion of the Sponsor. Black-out dates/times may apply. All gratuities, in-room charges, travel expenses not included in Grand Prize, transfers, taxes, and all other expenses not specified are the sole responsibility of the winner. If prize winner cannot accept prize as stated, the prize may be forfeited in its entirety and awarded to an alternate winner. Winner and guest must travel on the same itinerary, and must comply with all security requirements. If winner is a minor, his/her guest must be winner's parent/legal guardian. A minor may only be a guest if the minor is the child or legal ward of the winner. Sponsor is not liable for delays, cancellations, or unforeseen events related to the prize. No substitution, cash redemption or transfer of prize is permitted, but Sponsor reserves the right to substitute the prize, or portion of the prize, with a prize (or portion) of equal or greater value, if the advertised prize or portion thereof becomes unavailable for any reason. All federal, state and local taxes are the sole responsibility of the winner. Odds depend on the number of eligible entries received. Limit one prize per person.

6. GENERAL CONDITIONS: Participants agree (a) that the Sponsor, The Coca-Cola Company, Sprite Step Off, the participating venues, Prize Logic, CMN and each of their respective parent companies, subsidiaries, affiliates and franchisees, and each of their respective officers, directors, employees and agents, (individually and collectively "Releasees") are released, will have no liability whatsoever for, and shall be held harmless by participants against any liability for any injuries, losses or damages of any kind (whether due to negligence or otherwise) to person(s), including death, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of the prize or participation in this Sweepstakes or any Sweepstakes related or travel related activities, and, (b) that Releasees have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, and THE RELEASEES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. By accepting a prize each winner grants permission to Sponsor and those acting under its authority the right to the use of his/her name, picture, likeness, voice, biographical information and statements, at any time or times, in perpetuity, for advertising, trade, publicity and promotional purposes without additional compensation (except where legally prohibited), in all media now known or hereafter discovered, worldwide and on the Internet and World Wide Web, without notice, review or approval. The potential Grand Prize winners will be required to complete, sign and return an Affidavit of Eligibility, a Liability Release, and where lawful a Publicity Release within seven (7) days of date on notification. If documents are not returned in a timely manner, or if the prize notification or prize is returned as non-deliverable, or if the potential winner is found to be ineligible or otherwise not in compliance with these Official Rules, prize will be forfeited and an alternate winner will be selected in accordance with these Rules. Winner's travel guest must complete, sign and return a Liability Release, and where lawful, a Publicity Release, prior to issuance of travel documents. When the travel guest is determined, that travel guest cannot be changed for any reason without the approval of Sponsor, which may be withheld for any reason whatsoever.

7. TECHNOLOGY LIABILITY LIMITATIONS: Releasees are not responsible for lost, late, misdirected, incomplete, or non-delivered entries or e-mail; or for interrupted or unavailable satellite, network, server, Internet Service Provider (ISP), Web site, telephone, wireless transmission, or other connections availability or accessibility, or miscommunications, or failed computer, satellite, telephone, wireless or cable transmissions, or lines, or technical or programming error or failure or jumbled, corrupted, scrambled, delayed, or misdirected transmissions or computer or wireless hardware or software malfunctions, failures, or technical errors or difficulties, or printing errors, clerical, typographical or other error in the offering or announcement of any prize or in any prize notification documents, or other errors of any kind whether human, mechanical, electronic or network or the incorrect or inaccurate capture of registration, entry or other information or the failure to capture, or loss of, any such or similar information. Releasees are not responsible for injury or damage to participants' or to any other person's computer or wireless phone related to or resulting from participating in this Sweepstakes or downloading materials from or use of the Web site. Should any portion of the Sweepstakes be, in Sponsor's sole opinion, compromised by virus, worms, bugs, non-authorized human intervention, technical failures or any other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper play, or submission of entries, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the Sweepstakes, and select the winners from entries received prior to action taken or as otherwise deemed fair and appropriate by Sponsor. Releasees are not responsible for any incorrect or inaccurate information, whether caused by Web site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Sweepstakes, and assume no responsibility for any error, interruption, deletion, defect, delay in operation, or transmission, communications line failure, theft or destruction, or unauthorized access to or use to the Web site.

8. TEXT MESSAGE/CARRIER FEES: Mobile phone text message service may not be available in all areas. While text message participation is designed to work with most major wireless carriers, it cannot be guaranteed that any particular wireless service will be compatible with this Sweepstakes. Wireless services may be changed at any time and from time to time and the right is reserved to add or delete any of the Short Code(s) set forth in these Official Rules at any time and from time to time. To participate using text messaging, your mobile phone must be capable of sending and receiving text messages. Wireless service providers may charge a fee under their cellular service contract or service provider agreement for each text message sent and received in connection with the Sweepstakes. You may incur text messaging charges, as applicable, with attempted connections or attempted participation, Sweepstakes messages, and corresponding error messages or other messages even if the messages do not go through for any reason whatsoever. Participants are solely responsible for all fees and taxes incurred through their wireless mobile device service, for text messages, or otherwise, associated with participation in this Sweepstakes.

9. PRIVACY POLICY: Information submitted with an entry is subject to the Privacy Policy stated on the 365Black.com Web site . To read the Privacy Policy access the Web site and click on the Privacy Policy link.

10. GOVERNING LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations as between participant and Sponsor in connection with the Sweepstakes shall be governed by and construed in accordance with the internal laws of the State of Illinois including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's or jurisdiction's laws.

11. DISQUALIFICATION: It is the participant's responsibility to ensure that the participant has complied in full with all of the conditions and requirements contained in these Official Rules. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified and an alternate winner may be selected. No mechanically reproduced, illegible, incomplete, forged, software generated, third party or other automated multiple entries will be accepted. Entries made by any other individual or any entity, and/or originating by any other mechanism, including but not limited to commercial Sweepstakes subscription notification and/or entering services, will be declared invalid and disqualified for this Sweepstakes. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Sweepstakes; to be acting in violation of these Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Sweepstakes, or to annoy, abuse, threaten or harass any other person. The Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

12. FORCE MAJEURE: Subject to any governmental approval which may be required, Sponsor reserves the right, without prior notice and at any time, to terminate the Sweepstakes, in whole or in part, or modify or suspend the Sweepstakes in any way, if it determines, in its sole discretion, that the Sweepstakes is impaired or that fraud has destroyed or severely undermined the proper entry, integrity, and/or feasibility of the Sweepstakes. In the event Sponsor is prevented from continuing with the Sweepstakes as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man made epidemic or health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal, state, provincial or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor's control (each a "Force Majeure" event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, or terminate the Sweepstakes. If the Sweepstakes is terminated, in whole or in part, before the designated end date, Sponsor will select winners (or the remaining winners, as the case may be) from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. Only the type and quantity of prizes described in these Official Rules will be awarded.

13. INVALIDITY: 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. Headings and captions are used in these Official Rules solely for ease of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof. These Official Rules cannot be modified or amended in any way except in writing by a duly authorized representative of Sponsor. McDonald's restaurant employees or managers are not authorized to modify or amend these Official Rules.

14. ARBITRATION. By participating in this Sweepstakes in the fifty (50) United States and D.C., each Participant (and his/her parent/legal guardian if the participant is a minor) agrees that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) Participant may have against the Releasees arising out of, relating to, or connected in any way with the Sweepstakes, the awarding or redemption of prizes, or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by American Arbitration Association ("AAA") and conducted before a sole arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided such location is reasonably convenient for Participant), or at such other location as may be mutually agreed by the Participant and Sponsor; (4) the arbitrator's decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable Participant may have entered into in connection with the Sweepstakes; (5) the arbitrator shall apply Illinois law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only the Participant's and/or Sponsor's individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the Participant and Sponsor shall be entitled to recover punitive, incidental and/or consequential damages only to the extent permitted by law; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against Sponsor exceed $125 USD for claims less than $10,000 or $375 for claims greater than $10,000 but less than $75,000, and the Participant is unable (or not required under the applicable Rules and Procedures) to pay any fees and deposits that exceed this amount, Sponsor agrees to pay them and/or forward them on the Participant's behalf, subject to ultimate allocation by the arbitrator. In addition, if the Participant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor will pay as much of the Participant's filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, 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, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither Sponsor nor Participant shall be entitled to arbitrate their dispute. For more information on AAA and/or AAA Rules and Procedures, Participants may visit the AAA Website at http://www.adr.org, or contact AAA AT 1633 Broadway, 10th Floor, New York, New York 10019; Phone 212-716-5800, Fax: 212-716-5905, OR BY EMAIL AT websitemail@adr.org.

15. OFFICIAL RULES: These Official Rules will be posted online at www.365Black.com. To receive a copy of the Official Rules, mail a self-addressed stamped envelope to McDonald's Flavor Battle Official Winners, P.O. Box 3193, Oak Brook, IL 60522-3193. All requests must be received by the Promotion Period deadline. Limit one request per stamped outer envelope.

16. WINNERS LIST: For a copy of the Official Winners List mail a self-addressed stamped envelope to: McDonald's Flavor Battle Winners, P.O. Box 3193, Oak Brook, IL 60522-3193. All requests must be received by the Promotion Period deadline. A list of prize winners will be available no sooner than December 15, 2009. Limit one request per stamped outer envelope.

17. SPONSOR:McDonald's USA, LLC, 2915 Jorie Boulevard, Oak Brook Illinois 60523

©2009 McDonald's. All Rights Reserved.

Neither The Coca-Cola Company or Sprite Step Off are Sponsors of this Promotion. 'Sprite', 'Sprite Step Off', the Sprite logo design and the Step Off logo are trademarks of The Coca-Cola Company.