PROMOTIONS DEAL MEMO

“Nick Jr. August 2022 Santiago of the Seas Pirate’s Treasure Sweepstakes”

(the “Sweepstakes”)

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A purchase will not increase your chances of winning. Void outside the fifty (50) United States and the District of Columbia, and void in Puerto Rico and where prohibited or restricted by law. Many will enter, few will win.

Sponsor: Viacom International Inc., 1515 Broadway, New York, NY 10036.

1. TIMING. The Sweepstakes begins at 12:00:01 a.m. (Eastern Time [“ET”]) on August 22, 2022 and ends at 11:59:59 p.m. ET on September 12, 2022 (the “Sweepstakes Period”). Sponsor’s computer will be the official time keeping device for the Sweepstakes.

2. ELIGIBILITY. To enter the Sweepstakes you must be: (i) a legal resident of one (1) of the fifty (50) United States or the District of Columbia ; and (ii) at least eighteen (18) years old or the age of majority in the jurisdiction in which you reside (nineteen [19] years old in Alabama and Nebraska, twenty-one [21] years old in Mississippi) at the time of entry (each a “Participant”, collectively the “Participants”). Employees of Sponsor, all prize providers associated with the Sweepstakes, and all of their respective affiliates, parent, and subsidiary companies, licensors, distributors, divisions and their advertising, production and promotion agencies (collectively, the “Sweepstakes Entities”), and each of their respective officers, directors, licensors, employees, representatives and agents, and members of their immediate families (parents, step parents, children, step children, siblings, step siblings, spouses, regardless of where they reside) and members of their households (whether related or not) and those winners who have won a prize in any Sponsor-related sweepstakes and/or contest in the twelve (12) months prior to the start of the Sweepstakes Period are ineligible to participate in this Sweepstakes. Eligibility will be determined by Sponsor in its sole discretion. By participating in the Sweepstakes, each Participant agrees to these Official Rules and all the decisions of Sponsor, which are final and binding in all respects.

3. HOW TO ENTER. During the Sweepstakes Period, visit http://NickJrSweepstakes.com (the “Sweepstakes Site”) and follow the instructions to complete and submit the online Sweepstakes entry form. Information must be complete and must be submitted in accordance with the online directions. Use of a profane username or the submission of false or misleading personal information by a Participant will be grounds for disqualification. Determination of information to be profane, false, or misleading is at the sole discretion of the Sponsor. Participants who submit an entry must provide all required information. Incomplete or inaccurate entries are void. As stated below, collection and use of personally identifiable information will be in accordance with the Sponsor’s Online Privacy Policy as posted at https://www.viacomcbsprivacy.com/policy. All entries must be received at the Sweepstakes Site during the Sweepstakes Period (beginning 12:00:01 a.m. ET on August 22, 2022 and ending at 11:59:59 p.m. ET on September 12, 2022). By entering the Sweepstakes, Participant acknowledges and agrees that they are subscribing to automatically receive the Nick Jr. Newsletter via the e-mail address Participant has provided for entry into the Sweepstakes. Participant may unsubscribe from receiving the Nick Jr. Newsletter at any time by following the directions as detailed in the e-mail.

4. LIMITATION ON ENTRIES. Limit one (1) entry per calendar day during the Sweepstakes Period per person/household/email address. A “calendar day” is defined as the 24 hours between 12:00:00 a.m. ET and the following 11:59:59 p.m. ET. Any attempt by any Participant to obtain more than the stated number of entries by using same or multiple/different email accounts or any other method of entry will void all of that Participant’s entries and that Participant will be disqualified. Entries that have been tampered with or altered shall be rendered void. Sponsor is not responsible for any problems or technical malfunctions, human error, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer on-line systems, servers or providers, computer equipment, software, failure of Participants on account of technical problems or traffic congestion on the internet or at any web site or any combination thereof, including injury or damage to Participant’s or to any other person’s computer related to or resulting from participating or downloading materials contained in this Sweepstakes. If for any reason the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of the Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor reserves the right at their sole discretion to cancel, terminate, modify or suspend the online portion of the Sweepstakes. Should the Sweepstakes be terminated or cancelled prior to the stated expiration date, notice will be posted on the Sweepstakes Site, and any entries received prior to the termination or cancellation will be included in the drawing. In the event that there becomes a dispute over who submitted a winning entry, entries will be declared made by the authorized account holder of the e-mail address used at the time of entry, and Potential Winner (as defined below) may be required to provide identification sufficient to show that he/she is the authorized account holder of the e-mail address. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning e-mail addresses for the domain associated with the submitted address. It is solely the responsibility of the Participant to notify Sponsor in writing if the Participant changes his or her e-mail address during the Sweepstakes Period. Entries specifying an invalid, non-working, or inactive e-mail address will be disqualified and ineligible to win. Multiple Participants are not permitted to share the same e-mail address. Bulk, automated and/or third-party entries are prohibited and will be disqualified. Any attempt by any Participant to obtain more than the stated number of entries by using multiple and/or different identities, forms, registrations, e-mail addresses, logins, or any other methods will void that Participant’s entries, and that Participant may be disqualified at Sponsor’s discretion. Entries generated by a script, computer programs, macro, programmed, robotic or other automated means will be disqualified. Entries that are incomplete, illegible, corrupted, false, lost, late or misdirected, deceptive or otherwise not in compliance with the Official Rules will be disqualified from the Sweepstakes at Sponsor's sole and absolute discretion.

5. DRAWING AND NOTIFICATION. Sponsor will conduct a random drawing on or about September 13, 2022 to select twenty (20) Prize (as defined below) potential winners (each a “Potential Winner”, collectively the “Potential Winners”). The Potential Winners will be notified by email on or about September 20, 2022 and must respond to the notification within five (5) business days or be subject to disqualification and an alternate Potential Winner will be selected from the remaining eligible entries received during the Sweepstakes Period, if time permits. Odds of winning depend on the total number of eligible entries received during the Sweepstakes Period. The Sponsor will continue to select alternate Potential Winner(s) in the manner set forth above until all of the Prizes have been awarded. If Sponsor is unable to determine and verify a Potential Winner after ten (10) alternate drawings or if Sponsor fails to receive sufficient number of eligible entries to correspond to the number of remaining un-awarded Prize(s), Sponsor reserves the right to not award the Prize(s) and to end the Sweepstakes.

6. QUALIFICATION OF WINNER. Before a Potential Winner will be deemed an official Sweepstakes winner (each an “Official Winner” or “Winner”, collectively the “Official Winners” or “Winners”), he/she will be required to execute and return an Affidavit of Eligibility, a Liability Release/Publicity Release (except where prohibited) (collectively referenced herein as the “Affidavit/Release”) and any other legal documents that Sponsor may require, including, but not limited to, a W-9 tax form, within three (3) days from the date Sponsor sends such documents to such Potential Winner or be subject to disqualification. Each Potential Winner must be able to provide proof that such Potential Winner is eligible to be deemed a Winner to Sponsor’s satisfaction. If the documents are not returned within that timeframe, or a Potential Winner or a Winner is found to be ineligible, or does not comply with the Official Rules, then he/she will be disqualified and an alternate Potential Winner may be selected in accordance with the process described in Section 5 above. A prize notification being returned as undeliverable will result in disqualification of such entry.

7. PRIZES (20). Twenty (20) prizes (each a “Prize”, collectively the “Prizes”) are available to be awarded in this Sweepstakes, each consisting of a “Santiago of the Seas” prize pack composed on one (1) of each of the following items: (i) Santiago & El Bravo; (ii) Bonnie Bones & El Calamar; (iii) Light-Up Talking Santiago; (iv) Sea the Surprise Lorelai Doll; and, (v) Figure Assortment - Enrique[TM1] . The approximate retail value (“ARV”) for each Prize is $67.95; the total ARV for all Prizes is $1,359.00.

8. PRIZE RESTRICTIONS. Sweepstakes Entities are not responsible for any mechanical difficulties or failure connected with the Prizes, or any act or omission whatsoever. No transfer, substitution, or cash equivalent for a Prize is allowed except at Sponsor’s sole discretion. Sponsor reserves the right in its sole and absolute discretion, to substitute a Prize or any Prize component with a prize of equal or greater value if a Prize component cannot be awarded as described for any reason. The Prizes are non-transferable and may not be given, bartered, substituted, sold, or exchanged for cash or another prize. Unused components of a Prize have no redeemable cash value. Any difference between the ARV and the actual value, if any, of any Prize component will not be awarded. In the event that a Potential 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 received during the Sweepstakes Period, if time permits. Any and all applicable federal, state, and local taxes (including but not limited to income taxes) and all fees and expenses related to delivery, acceptance, and use of a Prize not specifically identified in these Official Rules, are solely the responsibility of the Winner.

RELEASED PARTIES (AS DEFINED BELOW) shall have no liability for any personal injuries, death, property damage, or other damages or expenses resulting from or arising out of any aspect of A Winner’s acceptance or use of A Prize.

9. SWEEPSTAKES CONDITIONS. By submitting an entry in the Sweepstakes, each Participant (whether they are declared a Winner or not) agrees (and agrees to affirm to such in writing) to: (i) abide by and be bound by these Official Rules and the decisions of the Sponsor on all matters relating to this Sweepstakes which decisions are final and binding in all respects; (ii) waive any right to claim ambiguity in the Sweepstakes or these Official Rules; (iii) grant Sponsor (where permitted by law) the right to use such Winner’s name, address (city and state only), and biographical information on a worldwide basis, in all forms of media, in perpetuity and for advertising or promotional purposes without review or further compensation; and, (iv) warrant and represent that the use of the materials submitted in this Sweepstakes will not violate the rights of any third parties. Entries must be in keeping with Sponsor’s positive image, as determined by Sponsor in its sole discretion. Any materials containing obscenity, crude language, or descriptions of a violent or sexual nature (as defined solely by Sponsor) will not be accepted and the associated entry will be disqualified. Receipt of any of the prize components of this Sweepstakes is conditioned upon compliance with any and all applicable federal, state and local laws, rules, and regulations. Noncompliance with any of the above will result in disqualification.

If for any reason the Sweepstakes is not capable of running as planned, including by reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of the Sweepstake Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Sweepstakes. In the event that the operation, security, or administration of the Sweepstakes is impaired in any way for any reason, including, but not limited to fraud, virus, or other technical problem, the Sponsor may, in its sole discretion, either: (a) suspend the Sweepstakes to address the impairment and then resume the Sweepstakes in a manner that best conforms to the spirit of these Official Rules; or (b) cancel the Sweepstakes and conduct a random drawing and select the Winner from among the eligible entries received up to the time of the impairment. In the event a Potential Winner or Winner is disqualified for any reason under the provisions of these Official Rules, such Potential Winner or Winner and all rights to any Prize will be forfeited in its entirety and a random drawing will be conducted in order to select an alternate Potential Winner, if time permits.

10. LIMITATIONS OF LIABILITY/RELEASES. By submitting an entry in the Sweepstakes, each Participant (whether declared a Winner or not) agrees (and agrees to affirm to such in writing) to forever and irrevocably release, discharge, indemnify and hold harmless the Sweepstakes Entities, and each of their respective officers, directors, licensors, employees, representatives, contractors, and agents (the “Released Parties”) from 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 a 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, Participants 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 Sweepstakes Entities, 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 a Prize including, but not limited to, lost, stolen, damaged, delayed, or misdirected or destroyed prize (or any element thereof); (viii) any change in the prizing (or any components thereof) due to unavailability, any of which is due to reasons beyond Sweepstakes Entities’ 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 Sweepstakes Entities’ 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 received during the Sweepstakes Period.

Winners assume all liability for any injury or damage caused, or claimed to be caused, by participating in this Sweepstakes or use or redemption of a Prize. The Released Parties are not responsible if Sweepstakes entry or participation is prevented, or if any Prize cannot be awarded, due to cancellations, delays, or interruptions due to acts of god, acts of war, natural disasters, weather, or terrorism.

WITHOUT LIMITING THE FOREGOING, THE SWEEPSTAKES, ALL PRIZES, AND ALL MATERIALS PROVIDED ON OR THROUGH THE SWEEPSTAKES SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

Sponsor reserves the right in its sole discretion to disqualify any individual that Sponsor finds to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserve 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. PUBLICITY. EXCEPT WHERE PROHIBITED BY LAW, EACH WINNER GRANTS TO SPONSOR (WHICH GRANT WILL BE CONFIRMED IN WRITING ON REQUEST OF SPONSOR), ITS PARENT, SUBSIDIARIES, AFFILIATES, AGENTS (INCLUDING ADVERTISING AND PROMOTION AGENCIES), CONTRACTORS, SUPPLIERS, AND THOSE ACTING PURSUANT TO ITS 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, SUCH 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 ANY FORM OF MEDIA) 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 SWEEPSTAKES 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 PARTICIPANTS OR ANY THIRD PARTY.

12. 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 Prize awarded, or the determination of the Winner shall be resolved individually, without resort to any form of class action. Participant further agrees that in any cause of action, the Sweepstakes Entities’ entire liability will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Sweepstakes Entities be liable for attorneys' fees and/or experts' fees and costs. Each Participant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages and each Participant further waives all rights to have damages multiplied or increased.

13. 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 may be used by Sponsor in accordance with its Privacy Policy, as posted at https://www.viacomcbsprivacy.com/policy.

14. RULES/WINNER LIST. To receive the name of the Winners or a copy of these Official Rules, send a self-addressed, stamped envelope to: “Nick Jr. August 2022 Santiago of the Seas Pirate’s Treasure Sweepstakes”, c/o Nickelodeon Audience Development Dept., 1515 Broadway, 39^th Floor, New York, NY 10036 for receipt by November 20, 2022. Please specify “Rules” or “Winners’ Info”. You may also view the Official Rules by visiting the Sweepstakes Site during the Sweepstakes Period.

”Nick Jr. August 2022 Santiago of the Seas Pirate’s Treasure Sweepstakes”
(the “Sweepstakes”)

Subject to Official Rules

NO PURCHASE NECESSARY. MANY WILL ENTER, FEW WILL WIN. Official Rules and how to enter can be viewed at http://NickJrSweepstakes.com. Certain Restrictions Apply. Sweepstakes open to legal residents of the 50 US and DC who are at least eighteen (18) years old or the age of majority in the jurisdiction in which they reside (nineteen [19] years old in AL and NE, twenty-one [21] years old in MS) at the time of entry. The Sweepstakes begins at 12:00:01 a.m. ET on 8/22/22 and ends at 11:59:59 p.m. ET on 9/12/22. Void in Puerto Rico, outside of the US and where prohibited or restricted by law. Odds of winning depend on the total number of eligible entries received. Twenty (20) Prizes available, total ARV $1,359.00. Sponsor: Viacom International Inc., 1515 Broadway, New York, NY 10036.