"See Spidey Like Never Before" Program
Sponsored by Kellogg Company

PLEASE READ CAREFULLY. By participating in this program, you agree to the following Terms and Conditions governing the Spider-Man Rewards Program presented by Kellogg Company.

A. Overview of the "See Spidey Like Never Before" Program

The "See Spidey Like Never Before" Program (the "Program") is a program sponsored by Kellogg Company through which individuals ("Participants" or “you”) can collect redemption codes ("Codes") by purchasing specially-marked Spider-Man Kellogg's® products that will contain a Code inside the packaging. Specially marked packages are available while supplies last. You must create, or have a Spider-Man Account ("Account") in order to participate in the Program. Once you have an Account, you can login and follow the links and instructions to visit the Program Web Site and to enter Codes into your Account. Each Code entered from retail packaging will add one (1) point ("Point") to your Spider-Man Rewards Account and codes entered from Club packaging will add three (3) points to your Spider-Man Rewards Account. You can then redeem these Points for Spider-Man premiums through the Amazing Reward Catalog ("Amazing Reward Catalog”).

B. Participation in the Program

1. The Program is void where prohibited by law. Open to legal residents of the 50 United States and District of Columbia who are twelve (12) years of age or older. Participants who are younger than eighteen (18) years of age must obtain parental permission in order to participate. The Program is sponsored by Kellogg Company, One Kellogg Square, Battle Creek, MI 49016 ("Sponsor") and administered by ePrize, LLC, one ePrize Drive, Pleasant Ridge, MI 48069 ("Administrator").

2. The following individuals are NOT eligible to participate in the Program: (a) employees of Administrator; (b) employees of Sponsor; (c) employees of Sponsor's affiliates, subsidiaries, advertising and promotion agencies; (d) employees of Sony Pictures Digital, Inc., its affiliated and related companies; (e) employees of any other person or entity involved in the development, administration, or execution of the Program; and (f) the immediate family members (parent, child, sibling and/or spouse of each) and/or those living in the same household as persons set forth in items (a) through (e) above. You release and hold harmless all Releasees from any and all liability for claims, injuries, losses or damages of any kind, including without limitation, death and bodily injury, resulting, in whole or in part, directly or indirectly,from the awarding, delivery, acceptance, use, misuse, possession, loss or misdirection of any prize, participation in the Program or any Program-related activity or travel.

The term "Releasees" refers to Administrator, Sponsor, Sony Pictures Digital, Inc., their respective affiliated and related companies and the employees, officers and representatives of each.

3. Participation in the Program constitutes your (or your legal guardian's) agreement to be bound by these Terms and Conditions, and representation that you meet the eligibility requirements set out in these Terms and Conditions. Those who do not comply with these Terms and Conditions may be prohibited from participating in the Program.

4. In order to participate, you must have an existing Kellogg Account or create an Account at http://www.kelloggs.com/spidermanmovie (the "Program Web Site"). Any information collected from Participants under the age of thirteen (13) will only be accepted in compliance with the requirements of the Children's Online Privacy Protection Act ("COPPA"). You can follow the links and instructions to proceed to the Program Web Site after logging in to your Account. You will be asked to verify your date of birth before proceeding to the Program site. Neither Sponsor nor Administrator is responsible for changes in Participants' e-mail addresses. Please review the Sponsor's Privacy Policy (http://www.kelloggcompany.com/privacy.aspx) and the Administrator's Privacy Policy (http://www.eprize.com/privacy-policy) for details on how your personal information may be used.

C. Modification and Termination of the Program

1. Sponsor reserves the right to modify the Terms and Conditions governing the Program at any time, with or without notice, even though these changes may affect a Participant's ability to use accumulated Codes.

2. The Program is scheduled to begin on April 2, 2012 12:00 p.m. Eastern Time ("ET") and end on June 30, 2013 11:59 p.m. ET ("Program Period"). Sponsor in its sole discretion reserves the right to modify, postpone, suspend or terminate the Program at any time, with or without notice, in the event the Program for whatever reason, in the sole determination of the Sponsor, cannot be conducted as planned. In the event any of these actions are taken by Sponsor, this may affect a Participant's ability to use accumulated Codes. Sponsor further reserves the right to extend the Program Period in its sole discretion. Administrator’s computer is the official time keeping device for the Program.

3. Your continued participation in the Program constitutes your acceptance of any changes to these Terms and Conditions.

D. Collecting Codes

1. You can collect unique Codes found inside specially-marked Kellogg's® Products (“Participating Products”) during the Program Period, while supplies last. For a complete list of Participating Products, click here. There will be one (1) Code inside each specially-marked package. Codes for retail packages will be equal to one (1) point each; Codes purchased in Club channels will be worth three (3) points each. Then, beginning on April 2, 2012, you can login to your Account and follow the links and instructions to enter your Codes. You may enter Codes on the Program Web Site or your Smartphone or from a downloadable desktop widget. Limit: Each Participant may enter up to eight (8) Codes per day during the Program Period, regardless of method of entering. For purposes of this Program, a day is defined as 12:01:00 a.m. ET to 11:59:59 p.m. ET. A maximum of thirty (30) points per Account may be earned during the Program Period. Codes must be entered and redeemed no later than June 30, 2013. Please note that lost or expired movie tickets cannot be replaced.

2. Once a Code is entered, the appropriate number of Points will appear in your Account. Sponsor will credit Points to your Account in a timely manner. You will be responsible for ensuring the accuracy of your Account. If you believe your Account is not accurate, or that Points were not credited, please send an e-mail to Customer Service using the Contact Us link at http://kelloggs.com/spidermanmovie within six (6) days of original Code entry. You are limited to participate using one account per person for the entire Program Period. You cannot participate using multiple accounts. Points are not transferable. Sponsor shall have no liability for any printing, production, typographical, mechanical or other errors in the Codes, or Point balances in the Accounts. Sponsor reserves the right to remove Points from an Account if it determines that such Points were improperly credited to such Account, or obtained fraudulently. Sponsor reserves the right to require proof of purchase of Codes and reserves the right to delay the processing or redemption of any Codes without notice to you, in order to assure compliance with these Terms and Conditions.

3. You are responsible for maintaining the confidentiality of your Account and password and you agree to accept responsibility for all activities that occur under your Account. Without limiting any other remedies, Sponsor may suspend or terminate your Account if, in its sole discretion, Sponsor determines that you have engaged in fraudulent activity in connection with the Program. Any failure to abide by these Terms and Conditions or any policies or procedures implemented by Sponsor, any conduct detrimental to Sponsor, or any misrepresentation or fraudulent activities in connection with the Program may result, in addition to any rights or remedies available to Sponsor in law or equity, in the termination of participation in the Program, as well as forfeiture of Points accrued to date and any other benefits you’ve earned in connection therewith, in Sponsor's sole discretion.

4. Damaged Codes: If you cannot read a Code or a Code is destroyed when opening a package; please send an e-mail to Customer Service using the Contact Us link at http://kelloggs.com/spidermanmovie. Customer Service will provide you with instructions on how to proceed. Sponsor reserves the right to require proof of purchase in order to obtain a replacement Code and to limit the number of Codes replaced per Participant for the entire Program.

5. Codes do not constitute property, do not entitle a Participant to any vested right or interest and have no cash value. As such, Codes are not redeemable for cash, transferable or assignable for any reason, and are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law. The sale of Codes is strictly prohibited. Any Points remaining in a Participant's Account at the end of the Program Period will be forfeited.

E. Redeeming Points for Spider-Man Premiums from the Amazing Reward Catalog

1. You may begin redeeming Points for Spider-Man premiums from the Amazing Reward Catalog beginning on April 2, 2012. All Points must be redeemed no later than June 30, 2013. Any Points remaining in your Account after June 30, 2013 will be forfeited.

2. To redeem Points for Spider-Man Rewards from the Amazing Reward Catalog, click on the "Amazing Reward" tab and follow the links and instructions to browse through the Amazing Reward Catalog. Once you have identified an item you would like, you can obtain the item by clicking on "Redeem Points." You will receive an e-mail confirmation that the Spider-Man reward has been ordered and the associated Points will be deducted from your account for that item.

3. Sponsor reserves the right to modify the Amazing Reward Catalog at any time if an item becomes unavailable for any reason.

4. The total number of Points you can use to redeem at any given time is the total number of Points available in your Spider-Man Account at the time of redemption, not to exceed 30 for the Program Period.

5. Once you have ordered a Spider-Man premium from the Amazing Reward Catalog, the order is final and the appropriate number of Points will be deducted in a timely manner from your Account. Points will not be refunded, or placed back into Accounts after an order has been placed.

Once you place an order, you will receive a confirmation email from kelloggs@eprizefulfillment.com that will include a redemption code. Follow the link in the e-mail to download and print your e-Movie Cash certificate.

Redemption codes received from confirmation e-mails must be downloaded by 6/30/2013 in order to print your e-Movie Cash certificate. Downloaded certificates expire on 7/31/2013.

F. Spiderman Premium Levels

All Movie ticket premiums (3D Movie upgrade, Movie ticket, and 3D Movie ticket) are redeemable only towards theater admission for the Amazing Spider-Man movie or any other movie. The movie ticket offers are not redeemable towards the rental or purchase of 3D Glasses (where applicable).

G. General Terms and Conditions

1. Sponsor reserves the right to suspend or discontinue the eligibility of any Participant who uses, or, in the case of suspension, is suspected of using, the Program in a manner inconsistent with these Terms and Conditions or any federal or state laws, statutes or ordinances. In addition to suspension or discontinuance of the Program eligibility, Sponsor shall have the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion.

2. Any attempt by any Participant to undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor's failure to enforce any of these Terms and Conditions shall not constitute a waiver of that, or any other, provision.

3. The Program is provided for individuals’ participation only. Corporations, associations, including school organizations, recycling centers or other groups may not participate in the Program.

4. All questions or disputes regarding eligibility for the Program, the availability of items, or a Participant's compliance with these Terms and Conditions will be resolved by Sponsor in its sole discretion.

5. Neither Sponsor nor Administrator is responsible for any incorrect or inaccurate information supplied by Participants while participating in the Program.

6. You are responsible for maintaining updated Account Information as this information will be used to contact Participants regarding their Account and their activity with the Program.

7. The Program is subject to all applicable laws and regulations.