The 39 Clues

Prizes

THE 39 CLUES PASSPORT TO FAMILY ADVENTURE SWEEPSTAKES

RESIDENTS OF THE UNITED STATES AND CANADA (EXCLUDING QUEBEC)

NO BOOK OR OTHER PURCHASE NECESSARY. MANY WILL ENTER BUT FEW WILL WIN. RULE #5 BELOW DESCRIBES HOW YOU CAN PARTICIPATE WITHOUT MAKING A PURCHASE.

1. Who Can Enter the Sweepstakes. THIS SWEEPSTAKES IS ONLY OPEN TO PARTICIPANTS WHO, AS OF APRIL 6, 2010, WILL BE NO YOUNGER THAN 6 AND NO OLDER THAN 14 YEARS OLD AND WHO ARE LEGAL RESIDENTS OF THE UNITED STATES OR CANADA (EXCLUDING RESIDENTS OF QUEBEC). Directors, officers, and employees of Scholastic Inc. (the "Sponsor"), its parent company, and any of their respective affiliate companies, subsidiaries, agents, professional advisors, prize suppliers, advertising and promotional agencies, and immediate families and persons living with each of the foregoing are not eligible to enter or win any prizes. All applicable federal, state, provincial, and local laws and regulations apply. By entering, you agree to be bound by these Official Rules. Void in Quebec and where otherwise restricted or prohibited.

2. General Registration. Before you can enter the sweepstakes, you must register at the site www.the39clues.com. To register, go to www.the39clues.com, click on "Create an Account", and create a username and password. If you are under the age of 13, follow the steps to get your parent's/legal guardian's permission. From there, you will discover which branch of the Cahill family you belong to. If you have opted out of prizing as part of this general registration, you will not be eligible to enter or win.

3. Sweepstakes Period. There will be five (5) monthly rounds starting on April 6, 2010, at 6:00 AM Eastern Time and ends on August 30, 2010, at 11:59 PM Eastern Time (the "Sweepstakes Period"). Round 1: April 6 at 6:00 AM Eastern Time – April 30 at 11:59 PM Eastern Time; Round 2: May 1 at 12:00 AM Eastern Time – May 31 at 11:59 PM Eastern Time; Round 3: June 1 at 12:00 AM Eastern Time – June 30 at 11:59 PM Eastern Time; Round 4: July 1 at 12:00 AM Eastern Time – July 31 at 11:59 PM Eastern Time; Round 5: August 1 at 12:00 AM Eastern Time – August 30 at 11:59 PM Eastern Time.

4. How To Enter the Sweepstakes. To enter, you have to digitize the cards included in any Book or Card Packs in The 39 Clues™ series during the Sweepstakes Period. You can digitize the Cards simply by entering the number on one Card after you have logged in through your account at www.the39clues.com. Note that, for cards included in any Book, you only need to enter the code from any one of the 6 Cards included in any Book and that will add all 6 digitized Cards to your account. You do not need to go through this process separately for each of the 6 Cards included in any Book. Each time that you digitize a Card, you are automatically entered into the sweepstakes for a chance to win. In order to be eligible, the Card that is digitized must have a valid card code (400 series Cards and the TRUSTNOONE, PICCADILLY, and other digital promotional codes are not eligible).

5. You Do Not Have to Buy Anything to Enter the Sweepstakes. You can enter the Sweepstakes without buying anything, as follows:

(a) Cards in Books. To receive digital versions of the Cards included in any Book in The 39 Clues™ series, send a self-addressed postage-stamped envelope with sufficient postage to: The 39 Clues Mail-In Entry, Book #___ (indicate the Book number you are requesting the Cards for) Title ____________ (indicate the title of the Book you are requesting the Cards for): Scholastic Inc., 557 Broadway, New York, NY 10012. Residents of Canada and the US states of Washington and Vermont may omit return postage. For each entry, please make sure to include your username and the e-mail address you used during registration (your e-mail if you are 13 or older; your parent's/legal guardian's e-mail if you're under 13). You will receive back the unique ID associated with the Cards for the Book as indicated on your request, and, when you enter the unique ID online, the 6 Cards will be added to your online collection. Since each Book contains the same set of Cards, there is a limit of one mail-in request for Cards for each Book. Digital versions of the Cards included in any Book will be available only after the book is available in stores.

(b) Cards in Card Packs. To get digital versions of the Cards included in a Card Pack, send a self addressed postage-stamped envelope with sufficient postage to: The 39 Clues Card Pack Mail In Entry for Books # __, ___ and ___ (indicate the series of Book numbers you are requesting the Cards for), Scholastic Inc., 557 Broadway, New York, NY 10012. Residents of Canada and the US states of Washington and Vermont may omit return postage. For each entry, please make sure to include your username and the e-mail address you used during registration (your e-mail if you are 13 or older; your parent's/legal guardian's e-mail if you're under 13). You will receive back 16 unique IDs associated with a particular Card Pack, and when you enter the unique IDs online, the 16 Cards will be added to your online collection. The Cards included in any pack will vary, with some Cards being very common, and others being rare. There is no limit to the number of mail-in requests for Cards in Card Packs, but there is a limit of one request per outer mailing envelope. Digital versions of the Cards included in Card Packs will be available only after the Card Pack is available in stores.

6. Determination and Verification of Winners.

(a) Five (5) random, computer-generated winning times corresponding to one (1) time during each round within the Sweepstakes Period will be generated by Sponsor or a designated third party chosen by Sponsor, in its sole discretion. If you are the first player to digitize a Card at or after the randomly generated time for a round, you will be a potential instant winner of the prize indicated for that round. Official game time will be managed by, www.the39clues.com Game Engine Server (the "Engine"). An official time stamp will be assigned to all Cards that are digitized. This time stamp will be used for all determinations of instant prize winners. No time stamps will be considered outside of those created by the Engine. All disputes will be compared against official time and will be resolved by Sponsor whose decisions are final and binding in all matters. Odds of winning depend upon the number of eligible entries received.

(b) ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY SPONSOR, WHOSE DECISIONS ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE SWEEPSTAKES. AN ENTRANT IS NOT A WINNER OF ANY PRIZE, EVEN IF THE INSTANT WIN GAME SHOULD SO INDICATE, UNLESS AND UNTIL ENTRANT’S ELIGIBILITY AND THE POTENTIAL INSTANT WIN GAME WINNER HAS BEEN VERIFIED AND ENTRANT HAS BEEN NOTIFIED THAT VERIFICATION IS COMPLETE. SPONSOR WILL NOT ACCEPT SCREEN SHOTS OR OTHER EVIDENCE OF WINNING IN LIEU OF ITS VALIDATION PROCESS.

(c) If a Canadian resident is selected as a winner, in order to win the prize, they must first correctly answer a time-limited mathematical question by phone or e-mail in order to win the prize.

(d) In the event that a potential winner of the Instant Win Game is disqualified for any reason or fails to claim his or her prize as required herein, Sponsor will award the applicable prize to an alternate winner. The potential alternate winner will be the next player to digitize a Card at or after the randomly generated time for a round after such disqualified entrant. Sponsor will continue to choose potential alternate winners, as necessary, no more than three (3) times after which the un-awarded prize will remain un-awarded.

7. Prizes.

(a) Five (5) Prizes: The winner from each round shall receive a trip for the winner and three (3) guests consisting of the following: (i) four (4) round-trip, coach class airline tickets from the gateway airport nearest to winner’s place of residence to one location of the winner’s choice, chosen from the following 39 Clues locations: Boston, MA; Moscow, Russia; Nassau, Bahamas; Paris, France; Tokyo, Japan; Venice, Italy ; and (ii) a US $5,000 gift card. Approximate retail value of prize $7,444 US ($7,780 CDN). Total approximate retail value of all prizes $37,220 US ($38,897 CDN). Actual value of airline tickets depends on winner’s place of residence and cost and availability of airfare at time of booking and travel and may be substantially higher or lower than the approximate retail value. THE TRIP DOES NOT INCLUDE HOTEL, MEALS, TRANSFERS TO AND FROM THE AIRPORT, GRATUITIES, TAXES, SURCHARGES OR ENTRY / DEPARTURE FEES, OR ANY OTHER EXPENSE NOT SPECIFICALLY LISTED ABOVE. IT IS ANTICIPATED THAT THE GIFT CARD WILL BE USED BY THE WINNER TO PAY FOR SUCH EXPENSES. Airline tickets will be arranged through Sponsor, and the flight, airline, date and time of departure shall be determined by Sponsor in its sole discretion. In the event that the location of the winner’s choice is less than 200 miles from winner’s place of residence, Sponsor reserves the right, in its sole discretion, to substitute ground transportation for airfare and the difference in value will NOT be awarded. Limit one prize per person or household. Other restrictions may apply.

(b) Winner must be accompanied by his or her parent or legal guardian, and the remaining two persons traveling on the trip must be 18 years of age or over, unless accompanied by their parent or legal guardian. All persons traveling on the trip must travel together on the same itinerary and are responsible for obtaining proper documentation (e.g., photo ID, valid passport, VISA, etc.) prior to travel. All travel must be completed by August 30, 2011, unless extended by Sponsor in its sole discretion.

(c) ALL FEDERAL, STATE, PROVINCIAL, AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNER. Each winner’s parent or legal guardian will be required to sign an affidavit or certificate of eligibility and liability/publicity release. Travel companions must sign a travel release prior to ticketing. Prizes are not transferable. If a prospective winner cannot be reached for any reason, or fails to respond or return the appropriate documentation within four (4) days of notification, the prize will be forfeited and awarded to an alternate winner if there is sufficient time to do so. No substitutions or exchanges (including for cash) of any prizes will be permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value for any prize in its sole discretion. All prizes will be awarded to the winner’s parent or legal guardian, and the parent or legal guardian will be required to execute all required documents hereunder on behalf of the winner. Value of prize awarded will be based on each winner's country of residence.

8. Decisions of Sponsor. The decision of the Sponsor is final with respect to all matters involving this sweepstakes. Potential winners and/or their parent/legal guardian will be notified by (a) an instant pop-up message that will provide them with an e-mail address to contact, and (b) by e-mail (or any other appropriate method) promptly after it has been determined that they are a potential winner.

9. Sponsor’s Limitation of Responsibility. Except in the event of willful or grossly negligent conduct, or death or personal injury caused by their negligence, and to the extent permitted by law, neither Sponsor nor any of its parent, subsidiaries, affiliates, directors, officers, professional advisors, employees, prize suppliers and agencies will be responsible for: (a) any late, lost, illegible, or postage-due mail-in requests; (b) any late, lost, misrouted, garbled, distorted, or damaged transmissions or entries; (c) telephone, electronic, hardware, software, network, Internet, or other computer or communications-related malfunctions or failures; (d) any sweepstakes disruptions, injuries, losses, or damages caused by events beyond the reasonable control of Sponsor; or (e) any printing or typographical errors in any materials associated with any sweepstakes, for reasons beyond Sponsor’s reasonable control.

10. General Release. By entering this sweepstakes, you hereby give up and waive any right you might otherwise have, other than a right to claim liability in respect of death or personal injury caused by negligence, to make any claim whatsoever in respect of any aspect of this sweepstakes or any prize or any participation in the Media Events as described in Rule 12, against Sponsor, and its parent, subsidiaries, affiliates, directors, officers, employees, prize suppliers and agencies (collectively, the "Released Parties"). You also waive any and all rights you might otherwise have to make claims ("Claims") against the Released Parties other than Claims in respect of death or personal injury caused by negligence, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with this sweepstakes or delivery, misdelivery, acceptance, possession, use of, or inability to use any prize or participation as winner in Media Events as described in Rule 12. Without limiting the meaning of "Claims" as defined above, Claims include, but are not limited to, any claims, costs, injuries, losses, and damages related to personal injuries, death (other than death or personal injury caused by negligence), damage to or destruction of property, copyright, trademark or patent rights, rights of publicity or privacy, defamation or portrayal in a false light, whether under a theory of contract, tort (including negligence), warranty, or other theory, to the extent permitted by law.

11. Winners List; Rules Request. For the names of the winners, including county and/or city and state of residence, as applicable, send a self-addressed, postage-stamped business-size envelope with sufficient postage after August 30, 2010, and before October 15. 2010 to Sponsor at: The 39 Clues Instant Win Sweepstakes Winners List, 557 Broadway, New York, NY 10012. To obtain a copy of these rules, send a self-addressed, postage-stamped business-size envelope with sufficient postage to Sponsor at The 39 Clues instant Win Sweepstakes Rules Request, 557 Broadway, New York, NY 10012. Residents of Canada and the US states of Washington and Vermont may omit return postage. The winners’ details and rules will also be available on www.the39clues.com during such time.

12. Use of Winners’ Names and Photographs. Entry constitutes permission to use winners’ names, likenesses, and biographical information for publicity purposes regarding this sweepstakes and The 39 Clues Series without further notice or compensation (except where prohibited by law). The winners may also be asked to attend and participate in media and/or public relations events (the "Media Events") designated by Sponsor and/or requested by various media outlets. Upon Sponsor’s request, and subject to availability, winners agree to participate in such Media Events without any further compensation although Sponsor will cover all of such winners’ reasonable and relevant expenses. Sponsor shall have the right, in its sole discretion, to choose the winners it wishes to participate in such Media Events.

13. Miscellaneous. This sweepstakes and the Official Rules will be governed, construed, and interpreted under the laws of the State of New York in the United States. Entrants agree to be bound by these Official Rules. Sponsor reserves the right in the event of unforeseen circumstances beyond its reasonable control to change these Official Rules at any time (in which event Sponsor will give participants as much notice of such change as practicable), and to suspend or cancel this sweepstakes or your participation in this sweepstakes should viruses, bugs, unauthorized human intervention, or other causes beyond Sponsor's reasonable control affect the administration, security, or proper play of this sweepstakes, or Sponsor otherwise becomes (as determined in its sole discretion), incapable of running this sweepstakes as planned. If you violate the Official Rules, tamper with the operation of this sweepstakes, or engage in any conduct that is detrimental or unfair to Sponsor, this sweepstakes, or any other entrant (in each case as determined in Sponsor's sole discretion) you are subject to disqualification from entry into this sweepstakes. Sponsor reserves the right to lock out persons whose eligibility is in question or who have been disqualified or are otherwise ineligible to enter this sweepstakes. In case of dispute, entries will be declared made by the authorized account holder of the e-mail address submitted at the time of entry. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Automated entries are prohibited, and any use of such automated devices will cause disqualification. If at any time any provision of the Official Rules is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, the legality, validity, or enforceability in that jurisdiction of any other provision of such Official Rules shall remain unaffected.

14. Sponsor. Scholastic Inc., 557 Broadway, New York, NY 10012.