The X Factor

The X Factor Services include The X Factor Fan Rewards Program, a fan loyalty and rewards programs operated by The X Factor where Members (as defined below) can accumulate and redeem loyalty rewards points (Points), on an individual basis and solely for their own account (the Rewards Program). These Rewards Program Terms and Conditions (these Terms), TheXFactorUSA.com Terms of Use Agreement and Privacy Policy govern your use of and participation in the Rewards Program. TheXFactorUSA.com Terms of Use Agreement and Privacy Policy are hereby incorporated by references. The X Factor may modify these Terms at any time, and each such modification will be effective upon posting on THEXFACTORUSA.com. Your continued use of THEXFACTORUSA.com or the Rewards Program following any such modification constitutes your acceptance and agreement to be bound by the Terms as so modified. If you do not agree to any modification, your only remedy is to discontinue use of The X Factor Services and cancel your account. It is therefore important that you review these Terms regularly. Capitalized terms used in these Terms but not defined herein have the meaning assigned to them in TheXFactorUSA.com Terms of Use Agreement. The X Factor may terminate the Rewards Program, in whole or in part, at any time.

Eligibility and Registration. You are automatically registered for the Rewards Program when you register for an account on The X Factor Services and shall be considered a Member. If you register for an account on The X Factor Services, your user name, city, state and profile picture and user activity on The X Factor Services (including, without limitation, in connection with the Rewards Program) will be publicly available. You must be a legal resident physically residing within the United States to participate in The X Factor Services, including, without limitation, the Rewards Program.

You may not participate in the Rewards Program without an account on The X Factor Services. Registration and participation in the Rewards Program is free. If you do not want to participate in the Rewards Program, you should not create an account with The X Factor Services. If you are already registered for the Rewards Program and want to stop participating, you must delete your account on The X Factor Services.

You must be at least 13 years of age to participate in the Rewards Program. If you do not so qualify, you are prohibited from accessing, using and registering for any The X Factor Service, including, without limitation the Rewards Program.

Employees of The X Factor (Fox Broadcasting Company, Syco TV, a division of Simco Limited and FremantleMedia North America, Inc.) and any Rewards Program administrator, prize provider and any other agencies or companies involved in the development or execution of the Rewards Program, together with the immediate family members and those living in the same household of such persons, are not eligible to participate in the Rewards Program. The X Factor reserves the right to terminate or suspend a Members account and/or invalidate a Members Points if any Member engages in fraudulent activity or otherwise uses the Rewards Program other than in accordance with these Terms, theXFactorUSA.com Terms of Use Agreement and applicable law, in addition to seeking any and all remedies available under the law.

Collecting Points

Members can earn points by engaging in certain activities on and in connection with The X Factor Services once you have registered for an account on The X Factor Services. Activities occurring prior to such registration are not eligible for Points. From time to time, The X Factor may establish (at its sole discretion) loyalty criteria pursuant to which Members may "earn" Points (such as, for example: by sharing The X Factor content; by engaging in certain specified activities on The X Factor Services or other websites specified by The X Factor, like visiting or watching videos at such websites; or by engaging in certain specified activities related to social networks). A list of current activities for which points can be earned is available at http://fanrewards.thexfactorusa.com/get-points.

The X Factor reserves the right in its sole discretion to establish additional means of earning points, to delete any or all means to earn points, to limit the number to times you may earn points for engaging in a specific activity or during a specific time period, to offer points earning opportunities to select groups of Members and to exclude specific types of activities from those that allow points to be earned. Points may expire (and become non-redeemable) after a specified period of time.

Redeeming Points.

The X Factor and its sponsors and promotional partners offer certain benefits or rewards to Members in exchange for redemption of a specified number of such Members Points, for example, merchandise, discounts, sweepstakes entries and other reward items (each a, Reward). Points may be redeemed by logging into The X Factor Services and visiting TheXFactorUSA.com/get-rewards. From time to time, The X Factor may change the list of available Rewards available in connection with the Rewards Program. All Rewards are subject to availability. The nature of those Rewards, and the number of Points required to obtain such Rewards, shall be established by The X Factor and The X Factor reserves the right to change the number of Points necessary to redeem a Reward at any time during the Rewards Program. All Point redemptions are final and may not be returned or exchanged.

Duration of the Rewards Program.

The current season of the Rewards Program starts on 9/5/12 and is scheduled to end on 1/31/13 (the "Program Period"), but The X Factor may modify such dates, including, extending or shortening the current Program Period. Points may be redeemed at any time during the Program Period as set forth in these Terms. At the end of the Program Period, you will forfeit any points remaining in your account, without compensation.

Each Member acknowledges and agrees that:

• Points have no real world or cash value.
• Members have no ownership interest in accrued Points and Points do not constitute the property of Members.
• Points have no purpose or use except in exchange for Rewards (if any) offered via the Rewards Program.
• Redemption offers may be time-limited, available only in limited quantities or may differ based on location.
• Some Rewards may have limited availability, and all Rewards are subject to availability and any other terms and conditions supplied by the merchant or party responsible for providing the Rewards.
• Rewards will be shipped within the United States only
• Rewards are not refundable, exchangeable, replaceable, redeemable or transferable for cash, credit, or points under any circumstances.
• Points may only be used on The X Factor Services (or as indicated on The X Factor Services).
• Points cannot be redeemed at or transferred to a Members account for any other rewards program.
• Members Points cannot be redeemed by, or sold or otherwise transferred to, any other Member.
• Members may not sell, exchange, or otherwise monetize goods (whether tangible or virtual) obtained in connection with the Rewards Program. In the event a Member fails to comply with this provision, The X Factor reserves the right to terminate a Members account and/or invalidate a Members Points in addition to seeking any and all remedies available under the law.
• Upon termination of a Members registration for any reason, all Points are lost, regardless of how they were acquired by such Member. Upon termination of the Rewards Program for whatever reason, all Points are lost and are not redeemable for any good, service, or any other value, financial or otherwise. The X Factor's ability to accurately credit Points to a Members account based on such Members activities at social networking sites may be restricted by the terms, conditions or functions of such sites.
• Points are not valid unless earned in strict compliance with the requirements as established and intended by The X Factor, and Members shall not attempt to earn Points by any means (including without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements. The X Factor's good faith determination of the amount of Points available to any Member hereunder shall be final and binding.
• You are responsible for the payment of any and all taxes that may result from the Reward(s) received as part of the Rewards Program.
• There may be a delay before Points appear in your account after an activity has been completed.
• Any text messaging in connection with the Rewards Program will be charged in accordance with your carriers standard message and data rates. You should contact your carrier for pricing and details. Text messaging capability may not be available through all wireless carriers.
• The Rewards Program and Rewards are not available and are void where prohibited by federal, state, provincial, or local law or regulation, as applicable.
• The acceptance and use of any gift card is subject to all additional terms and conditions imposed by the issuer of such gift card.
• Sweepstakes will be subject to additional Official Rules and are void where prohibited or restricted by law.
• Additional terms and conditions may apply for a particular Reward.

Changes to or Cancellation of the Rewards Program.

The X Factor reserves the right to cancel, modify, restrict, suspend or terminate the Rewards Program or any aspect or feature of the Rewards Program, including points and Rewards, at any time without notice. If The X Factor cancels the Rewards Program, all Member points will expire automatically.

Upon any termination, all rights and obligations of the parties shall cease and Member shall immediately cease using the Rewards Program.

Disclaimer/Release.

All Rewards are provided AS IS. The X Factor and its affiliates expressly disclaim any warranties and conditions of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, relating to any goods (whether virtual or tangible) that a Member may order or receive in connection with the Rewards Program. By redeeming Points and/or receiving items relating to the Rewards Program, Members hereby release, hold harmless and waive all claims associated with the Rewards Program and/or any and all items redeemed, ordered and/or received in relation to the Rewards Program.

Contact Us.

Any questions about the Rewards Program or your points should be directed to fanrewards.txf@fox.com

Participation in Promotions of Affiliates.

Any dealings by Members with The X Factor, advertisers and other vendors (collectively, "Program Affiliates") via the Service, or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the Member and such Program Affiliate or other third party. The X Factor is not responsible or liable for any part of any such dealings or promotions.

Disclaimer of All Warranties.

THE REWARDS PROGRAM, INCLDUING, WITHOUT LIMITATION, POINT REDEMPTION AND REWARDS, AND The X Factor SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. The X Factor, PROGRAM AFFILIATES AND EACH OF THEIR RESPECTIVE AFFILIATES, SPONSORS, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE REWARDS PROGRAM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE REWARDS PROGRAM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED; OR (F) A REWARD WILL FUNCTION OR OTHERWISE BE AS DISPLAYED ON THE REWARDS PROGRAM. A MEMBERS USE OF THE REWARDS PROGRAM IS SOLELY AT ITS OWN RISK.

Limitation of Liability.

Member agrees that The X Factor shall not be responsible or liable for (a) any unauthorized access to, alteration or use of Members account, transmissions or data, any material or data sent or received or not sent or received through the Rewards Program, (b) any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights; or (c) a Members acceptance, possession, grant, or use of any Reward, including without limitation, product failure or liability, personal injury, death and property damage arising therefrom.

IN NO EVENT SHALL The X Factor OR PROGRAM AFFILIATES (OR EACH OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SPONSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE REWARDS PROGRAM OR The X Factor SERVICES, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, EVEN IF X FACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification.

Member agrees to (a) defend The X Factor, Program Affiliates and each of their respective affiliates, licensors, sponsors, or suppliers and such entitys employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of any transaction with the Rewards Program or Program Affiliate or other Member in which Member is involved, Members use or misuse of the Rewards Program, or Members breach of any of its representations, warranties or covenants under these Terms and (b) indemnify The X Factor for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys fees) awarded and related to or arising out of such a claim. The X Factor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member will assist and cooperate with The X Factor in asserting any available defenses.