WordStream's "$25,000 Grade and Get Paid" Contest

OFFICIAL RULES

OFFERED IN THE 50 UNITED STATES (INCLUDING D.C.), CANADA (EXCLUDING QUEBEC) AND THE UNITED KINGDOM. VOID WHEREVER PROHIBITED OR RESTRICTED BY LAW.

ARBITRATION NOTICE: BY ENTERING, YOU AGREE THAT DISPUTES BETWEEN YOU AND ANY PROMOTION ENTITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION HELD IN BOSTON, MASSACHUSETTS, UNITED STATES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. See Disputes/Arbitration provision.

1. ELIGIBILITY: The WordStream "$25,000 Grade and Get Paid" Contest is a trade promotion ("Promotion") open only to small to medium businesses (each an "SMB") in the U.S., Canada (excluding Quebec) and United Kingdom that have an active Google AdWords account ("AdWords account") in good standing with a spend of no more than US $ 150,000/CD $ 190,000/£ 115,000 ("Spend") and SMB Entrant must be the entity that owns and is directly billed by/for the Google AdWords account that is the subject of the entry (eligible "Entrant"). For purposes of this Promotion, an "active AdWords account" Spend must be one in which Spend occurred within ninety (90) days immediately prior to the Promotion. Individuals submitting the Entry (defined in rule 3 below) on behalf of the SMB must be: (i) aged eighteen (18) or over; (ii) have the consent of the SMB to enter this Contest; (iii) be an employee of the SMB; and (iv) have full power and authority to enter by and on behalf of their SMB or have obtained full consent of their SMB employer to enter, and by entering bind themselves and their respective SMB to the terms herein. Agencies or any other third party may NOT enter on behalf of their SMB client whose account they may manage; the SMB must enter on their own behalf. Employees, directors and officers of Sponsor and the participating advertising and promotion agencies, prize suppliers and other entities involved in the preparation of materials for, administration and/or execution of this Promotion (collectively "Promotion Entities"), the Judges (defined in rule 4 below), and immediate family members (spouse, parent, child, sibling and their respective spouses including foster and step-relations) regardless of where they reside and/or those living in the same household (whether or not related) as any of the foregoing entities are ineligible.

IMPORTANT NOTICE: Individuals have the responsibility to review and understand their employer's policies and all applicable laws, rules and regulations ("policies and laws") regarding eligibility to participate in trade promotions. If an individual is participating in violation of any policies and laws, that individual and the SMB may be disqualified from this Promotion, or from receiving prizes. Promotion Entities disclaim any and all liability or responsibility for disputes related to this matter. The information you provide will be collected on servers located within the United States, and will be used as stated herein for purposes of this Promotion, and in accordance with Sponsor's privacy policy at http://www.wordstream.com/gradeandgetpaid ("Privacy Policy"). For the purposes of this Contest and the marketing communications detailed herein, an entrant's personal information may be stored and processed on servers overseas. Entrants (including the individuals submitting Entries) explicitly consent to the transfer of their data collected in connection with the participation in the Contest (including biographical data) to countries outside the European Economic Area, including the US. Entrants acknowledge that these countries may not provide for the same level of data protection as applicable in the EU. However, wherever the Sponsor or its agents process an entrant's information they will use their reasonable endeavours to ensure that it is protected at all times in accordance with strict data protection standards. Personal data will be kept confidential and will not be made accessible to third parties other than for the purpose of this Contest and the marketing communications detailed herein.

2. PROMOTION PERIOD/ENTRY PERIOD: Starts at 12:00 am Eastern Time ("ET") on September 12, 2017 and ends at 11:59 pm ET on December 12, 2017 ("Promotion Period"). Valid and complete Entries (as defined in rule 3 below) must be received between 12:00 am ET on September 12, 2017 and 11:59 pm ET on November 12, 2017 ("Entry Period"). You may only request a WordStream AdWords Grader report (as defined below) on the Site during the Entry Period. All time referenced herein is Eastern Time. Entrants are solely responsible for determining the correct time zone in their respective jurisdictions. Please visit http://www.worldtimeserver.com or other world time databases to determine the local time. Promotion Entities disclaim all liability or responsibility relating thereto. Sponsor's server/computer is the official time keeping device for the Promotion.

3. HOW TO ENTER/GRADES, REPORTS, AND SCORES: During the Entry Period

(a) visit http://www.wordstream.com/gradeandgetpaid (the "Site"), complete all required information including securely connecting the Entrant's applicable active Google AdWords and provide your email address to be sent the Initial Report (defined below). You may also submit your telephone number which the Sponsor will only use to contact you to inform you if you are the Grand Prize Winner in accordance with Rule 4; the "Performance Grader Request."

(b) upon receipt of the Performance Grader Request, the AdWords Performance Grader will run a comprehensive evaluation (using a proprietary algorithm that utilizes many different factors including ad spend, Quality Score, Wasted Spend, ranking, impression and other variables) of the AdWords account that is the subject of the Entry, and Entrant will receive an initial report from this evaluation ("Initial Report") which will contain an overall AdWords account performance grade ("Initial Grade"), areas for improvement, and tips/recommendations to improve their Initial Grade; and

(c) after receiving the Initial Report, to complete a valid entry, you must answer the following two questions. 1.) "What did you learn from your Adwords Performance Grader Report?" and 2.) "After reading the report, what will you do differently in the future?"

(d) thirty (30) days after the Initial Report is provided by Sponsor ("Improvement Period"), a second evaluation will be automatically generated for the same AdWords account and a final Report ("Final Report") and final Grade ("Final Grade") will be assessed and emailed to Entrants. In order to receive the Final Report, Entrant must not opt-out from receiving communications from Sponsor during the Promotion Period. During the Improvement Period, Sponsor encourages Entrants to analyze the Initial Report and Initial Grade, and use their skill and efforts to implement the tips and recommendations provided in order to improve their Grade, as the winner will be selected based on the improvement made during this thirty (30) day Improvement Period – see below for further information. ("Entr(y)(ies)").

Promotion Entities are not responsible for any undelivered telephone calls, messages, e-mails, or any other communications, including but not limited to those that are not received because of the Entrant's privacy or spam filter settings that may divert any notification or other Promotion related e-mail to a spam or junk folder. Inactive, non-existent, incomplete, or otherwise ineligible accounts and/or links, incomplete or insincere responses, or accounts on which the Grader fails to run or initiate a report, will be invalid. Limit one (1) Entry per Entrant, per unique AdWords account. An eligible Entrant may enter more than once provided each Entry relates to a unique and different AdWords Account as identified by the Google AdWords account id. In the event more than one Entry is received for any Entrant for the same AdWords account, only the first entry will be considered and all subsequent entries will be disqualified.

At the end of the Promotion Period, the Entrant with the greatest percentage improvement in the combined categories of Search Click-Through Rate and Impression Weighted Average Quality Score between the Initial Grade and Final Grade made during the Improvement Period ("Judging Criteria") will be selected as the potential eligible Grand Prize winner ("Grand Prize Winner"), subject to Sponsor's verification of their eligibility, participation/account data, and compliance with these Official Rules. For example, if the Search Click Through Rate is 1.25% in the Initial Grade and the Impression Weighted Average Quality Score is 3.2 in the Initial Grade, and the Search Click Through Rate is 1.89% in the Final Grade and the Impression Weighted Average Quality Score is 4.5 in the Final Grade, then the percentage improvement of Search Click Through Rate is 51.20% and the percentage improvement of the Impression Weighted Average Quality Score is 40.63% and the final improvement is the average of these two figures, or 45.91%. In the event of a tie, the tie will be broken (among those tied) by determining the greatest percentage increase in Impression Weighted Average Quality Score. In the event a tie still exists, the tie will be broken (among remaining tied Entrants) by determining the greatest percentage increase in the Average Position within the Search Network from the Initial Report and Final Report.

There is one (1) Grand Prize available to be won in this Contest. Grand Prize award is subject to compliance with these Official Rules and verification of Entrant, eligibility, AdWords account, supporting activities, and any other information required by Sponsor in order to verify the potential Grand Prize Winner, prior to prize award. Any perceived or suspected attempt by any Entrant or individual, directly or indirectly, to obtain unauthentic or fraudulent AdWords Account activity, Grades, use of multiple accounts, identities, automated programs, logins, cheating or fraudulent methods, or any other unauthorized methods will void Entrant's entry into the Promotion, and Entrant will be disqualified. All entries and related information will not be acknowledged or returned.

Proof of entry, registration, and/or AdWords Account (and related activity) is not proof of receipt or eligibility for the Promotion. In the event of a dispute as to a valid account, the Entrant assigned to that account in accordance with Google AdWords supporting documentation or as otherwise determined by Sponsor in its sole and absolute discretion will be deemed to be the Entrant for purposes of this Promotion. Promotion Entities are not responsible for late, lost, misdirected, incomplete, stolen, returned, damaged, or illegible entries, and/or any other information or data in connection with the Promotion, nor the failure to collect such information.

Unless otherwise prohibited by applicable law, Sponsor reserves the right not to award a prize if in its reasonable determination doing so would bring the Promotion Entities into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Promotion or the Promotion Entities as determined by Sponsor in its sole discretion.

4. PRIZE WINNER SELECTION:Within two (2) weeks after the conclusion of the Promotion Period, the determination of the winning Entrant will be done by Sponsor (or its authorized representative) ("Judge") in accordance with the Judging Criteria above at its offices in Boston, MA. The grand prize ("Grand Prize") will be awarded only assuming the Sponsor has received at least one (1) eligible Entry. An authorized representative from the Grand prize winning SMB will be contacted via telephone or email address (in Sponsor's discretion) in order to notify them that their SMB has been selected as the potential Grand Prize Winner for the Grand prize and to verify eligibility and compliance. In the event that Sponsor is unable to contact the potential Grand Prize Winner by the second attempt within three (3) business days of the winner's selection, or in the event the potential Grand Prize Winner is unable to or unwilling to accept the prize as awarded in full for any reason, or does not confirm acceptance of the prize and return the Declaration of Eligibility and Liability/Publicity Release (defined in rule 6 below) within five (5) days of notification by Sponsor or Sponsor has reasonable grounds to believe that the Grand Prize Winner has contravened these Official Rules or is or becomes non-compliant, ineligible, or otherwise deemed to have forfeited the prize under the terms of these Official Rules, Sponsor reserves the right in its sole discretion to select as the alternate potential Grand prize Winner the Entrant with the next highest score in accordance with the Judging Criteria as provided herein. By entering, all Entrants and the Grand Prize Winner agree to be bound to these Official Rules and the decisions of the Sponsor and its authorized representatives, which are final and binding in all matters concerning this Promotion.

The final determination of the Grand Prize Winner will be in Sponsor's sole and absolute discretion. The prize will be awarded in the name of and to the SMB and not to an individual. All employment and related issues, if any, will be determined by Sponsor in its sole and absolute discretion.

5. PRIZE: Grand Prize (1): There is one Grand Prize which consists of both:

(i) $25,000 towards your 2018 Google AdWords advertising budget. Approximate Retail Value ("ARV"): US$25,000/CD$31,250/£19,535. Grand Prize Google AdWords spend reimbursed by Sponsor (up to US$2,083/CD$2,604/£1,628 per month for twelve (12) months from January 1, 2018 – December 31, 2018); and

(ii) 1 year free subscription to WordStream's PPC Advisor (from January 1, 2018 – December 31, 2018) (ARV varies between US$3,168/CD$3,960/£2,475 up to US$17,325/CD$21,760/£13,537).

IMPORTANT NOTICE: The Grand Prize Winner must have an active Google AdWords account in good standing and be directly billed as the owner of said account at time of the Grand Prize award or else the Grand Prize will be forfeited in its entirety. The Grand Prize Winner must connect their active AdWords Account (winning account) through Sponsor's Advisor software in order to accurately determine monthly Google AdWords spend for purposes of the Grand Prize award. Reimbursements will be issued thirty (30) days after applicable month's end. Any overage (over US$2,083/CD$2,604/£1,628 per month) in spend will be at the Grand Prize Winner's sole cost and expense and will not be reimbursed; any unclaimed, un-awarded, forfeited, or unused spend or any other element of the Grand prize will be forfeited and will not be awarded as cash, or otherwise. The Grand Prize Winner's WordStream Advisor account profile must be arranged with Sponsor and must be active on or before January 1, 2018, or else will be forfeited in its entirety. Currency conversion rates fluctuate and are based on reasonably estimation at time of drafting; rates may change at time of prize award.

Limit one (1) prize. All costs, fees, other expenses, and any upgrades, overages, and extras are the Grand Prize Winner's sole responsibility. All features, elements and modifications included in the makeover package will be determined by Sponsor in its sole and absolute discretion. All federal, state and local taxes on a prize are the Grand Prize Winner's responsibility. Any difference between the actual value and the ARV will not be awarded as cash or otherwise. No assignment, transfer, or substitution of a prize, in whole or in part, is permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value at its sole discretion. In no event will Promotion Entities be responsible to award more than the stated number of prizes.

6. CONDITIONS OF PARTICIPATION: Any information not legitimately submitted, not capable of reasonable and timely verification, or not legitimately earned, or that is not in accordance with these Official Rules is void. The Potential Grand Prize Winner will be subject to verification by Sponsor or its authorized representative, whose decisions are final and binding. An Entrant is not eligible to receive any prize, unless and until their eligibility and the potential Grand Prize Winner has been verified and an authorized representative from said Grand Prize Winner has been notified that verification is complete and any documentation necessary for verification has been completed in full, unchanged and timely received by Sponsor or its authorized representative for verification.

An authorized representative (acceptable to Sponsor) of Grand Prize Winner will be required to sign and return a Declaration of Eligibility and Liability/Publicity Release (where legally permitted), within [five (5) days of being contacted], or else prize will be forfeited in its entirety; and may be required to sign and return additional documents in order to receive the prize. Failure to comply with these requirements/deadlines may result in forfeiture of the prize. Acceptance of a prize constitutes permission for Sponsor and its authorized representatives to use the Grand Prize Winner's business name, information, and the opinions, voices, photographs and/or likenesses of authorized representatives for advertising and promotional purposes in any and all media now known or hereinafter developed throughout the world in perpetuity, without additional compensation, review, notification or permission, unless prohibited by law. Sponsor is not responsible for any typographical, human or other error in the printing of Promotion and/or collateral advertising materials, administration of the Promotion, processing of the Reports or Grades, or in the announcement of the prize or in any other materials or information associated with the Promotion. Entrants hereby agree Promotion Entities shall have no liability for any such materials containing printing, production, typographical, mechanical, or other errors. If, through printing or production error, or for any other reason whatsoever, more prizes are claimed than intended and/or set forth in these Official Rules, Sponsor reserves the right to award such prize(s) as it deems equitable.

If for any reason the Promotion, in whole or in part, is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, artifice, fraud, technical failures, human error, or any other causes, technological or otherwise, which corrupt, disrupt or otherwise affect the administration, security, fairness, integrity, or proper conduct of this Promotion, Sponsor reserves the right in its sole discretion to cancel, terminate, modify or suspend any or all aspects of the Promotion, or any element thereof solely due to reasons beyond its reasonable control, and Sponsor shall select the Grand Prize Winner from eligible non-suspect Entries received prior to the date of such action, or as otherwise deemed fair and equitable by Sponsor. Sponsor further reserves the right to disqualify any Entrant for any reason in its sole, reasonable and absolute discretion. Without limiting the foregoing, disqualification will result if Entrant is found or suspected, to be tampering with the entry process or the operation of the Promotion, cheating, or acting in a fraudulent, non-sportsmanlike or disruptive manner. Caution: Any attempt by any individual to deliberately damage or undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and, should such an attempt be made, Sponsor reserves the right to seek damages from any such individual to the fullest extent of the law.

7. INDEMNIFICATION: The Grand Prize Winner agrees, by accepting the prize, and each Entrant agrees, by participating in this Promotion, to the fullest extent permitted by applicable law to release, discharge, indemnify and hold harmless the Promotion Entities and their respective parents, subsidiaries, affiliates, advertising and promotional agencies and any other companies participating in the design, administration or fulfillment of this Promotion and their respective officers, directors, employees and agents (collectively "Released Parties") from and against any and all claims, actions or liability for any threatened or actual injuries, loss, or damage of any kind to person, including death or disability (save in the UK where liability for fraud, willful misconduct, death and personal injury cannot be excluded), and property, arising in whole or in part, directly or indirectly, from participation in this Promotion, the delivery, acceptance, possession, use, misuse, or inability to use a prize, participation in any Promotion-related activity or inability to participate in parts thereof including, without limitation, claims, suits, injuries, losses and damages related to personal injuries, death, damage to or loss or destruction of property, invasion of the rights of publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

8. LIMITATIONS OF LIABILITY: IN NO EVENT WILL RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND (SAVE IN THE UK WHERE LIABILITY FOR FRAUD, WILFUL MISCONDUCT, DEATH AND PERSONAL INJURY CANNOT BE EXCLUDED), INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS PROMOTION. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR ANY STANDARD WARRANTY OR CONDITIONS THAT MAY BE PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF A PRIZE, OR ANY ELEMENT THEREOF, TO THE GRAND PRIZE WINNER, IF ANY, SPONSOR HAS NOT MADE, AND SPONSOR IS NOT RESPONSIBLE IN ANY MANNER FOR, ANY WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS EXPRESS OR IMPLIED, IN FACT OR LAW, RELATING TO ANY PRIZE, OR ANY ELEMENT THEREOF, INCLUDING BUT NOT LIMITED TO, THE QUALITY, MECHANICAL CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. To the fullest extent permitted by applicable law, Entrants and the Grand Prize Winner covenant not to sue any Released Party or cause them to be sued regarding any matter released herein; and further covenant not to disaffirm, limit or rescind any release. A waiver by one or more of the Promotion Entities of any term in these Official Rules does not constitute a waiver of any other provision. If any provision is adjudged void, it shall be stricken and the remainder of these Rules shall continue in full force and effect.

9. NETWORK/FORCE MAJEURE: Sponsor is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to the Site, or alterations of Reports, Grades or any other data, and/or related information or materials, or for human error, technical, network, telephone equipment, electronic, computer, hardware or software malfunctions, incompatibility, inaccessibility, or limitations of any kind, or inaccurate transmissions of or failure to receive information by Sponsor, any force majeure event, or any other similar or dissimilar event beyond Sponsor's reasonable control.

10. DISPUTES/ARBITRATION AND GOVERNING LAW;: By entering the Promotion, each Entrant agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize award shall be resolved individually, without resort to any form of class action, and exclusively by a one-person neutral arbitrator located in Boston, MA, U.S.; and (ii) in addition to the limitations in these Official Rules, any and all arbitration claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion but in no event attorneys' fees. Except where prohibited by law, all issues concerning the construction, validity and enforcement of these Official Rules, or the rights and obligations of the Entrant and Sponsor, shall be construed and governed by the laws of the United States and the State of Massachusetts, without regard to conflicts of law rules.By entering the Promotion, each Entrant agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize award shall be resolved individually, without resort to any form of class action, and exclusively by a one-person neutral arbitrator located in Boston, MA, U.S.; and (ii) in addition to the limitations in these Official Rules, any and all arbitration claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion but in no event attorneys' fees. Except where prohibited by law, all issues concerning the construction, validity and enforcement of these Official Rules, or the rights and obligations of the Entrant and Sponsor, shall be construed and governed by the laws of the United States and the State of Massachusetts, without regard to conflicts of law rules.

11. SPONSOR: WordStream, 101 Huntington Avenue, 7th Floor, Boston, MA 02199.

12. WINNER'S NAME REQUEST: The Grand Prize Winner's identity, home city and country will be available for one (1) month after the winner's selection by sending an email to: [email protected]

13. DATA PROTECTION: If not stated otherwise in these Official Rules, personal information collected from Entrants (including the individuals submitting Entries) about such Entrants (and individuals) will be incorporated in computerised files belonging to Sponsor, and will be used by Sponsor solely in connection with the Contest and will not be disclosed to any third party except for the purpose of operating the Contest and fulfilling the Grand Prize in accordance with the Sponsor's Privacy Policy (defined in rule 1) and in accordance with all applicable data protection and privacy laws. Each Entrant (including the individuals submitting Entries) has the right to access, correct or delete the information collected and/or processed by the Sponsor about himself/herself and they may exercise this right by simple written request sent to the address indicated below.

At the time of submitting an Entry, Entrant explicitly consents to receive marketing communications from Sponsor or any third party by ticking the opt-in consent tick box, then Sponsor and/or such third parties (as applicable) may use Entrant's (including the individuals submitting Entries) personal data for future marketing activity in accordance with their respective privacy policies. Such consent is not necessary to enter the Promotion. Entrants (including the individuals submitting Entries) may exercise rights of access, cancellation and correction of their personal data and object to the processing thereof by sending an email to [email protected]