IHOPSM DISCOVER AMERICA SWEEPSTAKES

OPEN ONLY TO LEGAL RESIDENTS OF 50 UNITED STATES AND DISTRICT OF COLUMBIA, 18 YEARS OR OLDER AS OF TIME OF ENTRY

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

1. HOW TO ENTER: IHOPSM “Discover America Sweepstakes” ("Sweepstakes") starts 6/2/08 at 12:00:01 A.M., ET and ends 9/7/08 at 11:59:59 P.M, ET ("Sweepstakes Period"). There are two ways to enter: (A): 50 States Quiz ("Quiz"): Go to www.ihop.com ("website") during the Sweepstakes Period and link to the Quiz website, www.ihopdiscoveramerica.com. Carefully follow the instructions to register and to enter the Sweepstakes by participating in the Quiz. After you have successfully registered, enter your password, and select one (1) state as part of the Quiz (“State”) in which to participate and correctly answer three (3) multiple choice trivia questions about that State. If, at first, you do not answer a question correctly, you will receive a message telling you that you have answered incorrectly, and you may select a different answer. After you have answered all three (3) questions in that State correctly, you will automatically receive one (1) entry into the Sweepstakes. You may participate in each of the different fifty (50) States to earn a total of fifty (50) Quiz entries into the Sweepstakes; however, you may not correctly answer each State more than once regardless of e-mail address used. (B): Pancake Elections ("Election"): For three mini-periods during the Sweepstakes Period, i.e. approximately June, July, and August, IHOP Franchising, LLC ("Sponsor") will introduce three (3) new limited time only pancake selections. When you go to www.ihopdiscoveramerica.com, you can follow the instructions to vote for the pancake you like the most. You may vote as many times as you want; however, only your first vote will earn you an entry into the Sweepstakes regardless of the e-mail address used. You may earn a maximum of three (3) entries into the Sweepstakes if you vote each mini-period for your favorite pancake selection. You may earn a maximum of fifty-three (53) entries by both correctly answering the questions in each of the 50 Quizzes and voting each mini-period (June, July, and August) in the Pancake Elections. Only one (1) e-mail address per person may be registered. All entries become property of Sponsor and will not be returned.

2. PRIZE: GRAND PRIZE (3): Three (3) Grand Prize Winners will each receive a weekend trip for two ("Trip") consisting of round trip coach airfare from the major airport nearest to his/her home to his/her choice of either New York City, NY; Los Angeles, CA; or Chicago, IL; and 3 day/2 night hotel accommodations (1 standard room/double occupancy) in that city at a hotel designated by Sponsor. Once trips are booked, there are no guarantees of rescheduling should the Grand Prize Winner wish to change dates. Trips must be completed by 05/31/09. Approximate Retail Value ("ARV") of each Trip: $2,000, depending on city of origin and destination and time of travel. If actual retail value is less than stated Approximate Retail Value, Grand Prize Winner will not receive the difference between actual retail value and Approximate Retail Value. All expenses not specified above, such as meals, beverages, mini-bar, entertainment, telephones, souvenirs, gratuities, ground transportation, insurance, personal or spa services, etc., are solely each Grand Prize Winner’s responsibility. All accommodations, reservations and tickets will be as arranged by Sponsor and are subject to advance notice, holiday black-out dates and availability. Other Trip restrictions may apply. Each Grand Prize Winner and respective travel companion must possess required travel documents prior to issuance of tickets and must travel together on same itinerary. Sponsor has no responsibility for lost, stolen, misplaced or mutilated tickets and/or travel documents, baggage, flight delays, or any other occurrences beyond its control. Sponsor has no responsibility for Grand Prize Winner's inability or failure to accept or utilize the Grand Prize as described herein or for any travel companion's inability to utilize the Grand Prize. A Grand Prize Winner's travel companion may not be a minor in his/her state of residence unless Grand Prize Winner is the respective travel companion's parent, legal guardian or spouse. Each potential Grand Prize Winner will be required to sign and return a notarized Affidavit of Eligibility/Compliance and Publicity/Liability Release, where allowed by law, and such other documents as may be reasonably requested by Sponsor. Trips will not be booked until these documents for the Grand Prize Winner and travel companion are signed and returned. Failure to sign and return these documents by the return date specified in the prize notification will result in forfeiture of the entire Grand Prize, and, time allowing, the selection of an alternate potential Grand Prize Winner. The Grand Prize Winner will be issued a Form 1099 for tax purposes in the amount of the actual retail value of the Trip and must submit his/her Social Security Number, as required by law. All federal, state and local taxes are the sole responsibility of the Grand Prize Winner. Grand Prize is not redeemable for cash nor is it transferable or substitutable except by Sponsor with one of equal or greater value. If the Grand Prize is won by a minor in his/her state of residence, his/her parent or legal guardian must sign and return all required documents. FIRST PRIZE (3): Three (3) First Prize Winners will each receive a Minor League Baseball® Gift Basket (ARV $250). SECOND PRIZE (150): One Hundred Fifty (150) Second Prize Winners will each receive a Fifty Dollar ($50) IHOP Gift Card to be used at participating IHOP restaurants. Gift Card must be used in accordance with its terms and conditions and as allowed by law. Sponsor is not responsible for lost or misplaced Gift Cards. Limit: Only one (1) Prize per person or household address.

3. RANDOM DRAWING & ODDS OF WINNING: On or about 09/08/08, the names of the potential winners will be selected by NMA Entertainment & Marketing ("NMA"), an independent judging agency, in a random drawing from among the total number of all eligible entries received in the Sweepstakes regardless of the method of entry, i.e. Quiz and/or Election. NMA's decisions shall be final in all matters pertaining to this Sweepstakes. The potential winners will be notified by phone, e-mail and/or mail on or about 09/10/08 and, as stated in Rule 2, the potential Grand Prize Winners will be required to sign and return an Affidavit of Eligibility/Compliance and Publicity/Liability Release, as allowed by law or the Grand Prize will be forfeited and, time permitting, an alternate potential Winner(s) will be selected. The potential Grand Prize Winner's travel companion must also execute and return a Publicity/Liability Release, as allowed by law, within the stated time period. Odds of winning depend upon the total number of all eligible entries received in the Sweepstakes, regardless of method of entry, i.e. Quiz and/or Election.

4. ELIGIBILITY: All legal residents of the 50 United States or District of Columbia, 18 years and older as of time of entry, are eligible to enter except persons who are officers, directors, managers, or employees (and members of household or their immediate family, i.e. spouse, parent, child, or sibling and their household members) of Sponsor, its parent, affiliates, subsidiaries, agents and franchisees and their employees, subsidiaries, advertising, promotion agencies, including NMA, and other individuals/entities associated with this Sweepstakes are not eligible to enter or win.

5. INTERNET/LIMITATIONS OF LIABILITY: Sponsor, its parent, affiliates, subsidiaries, agents, and franchisees, advertising and promotion agencies, and all other individuals or entities involved in the creation, administration, or fulfillment of this Sweepstakes, and their respective directors, officers, managers, employees, and agents (all of the former collectively referred to as "Sponsor and Others"), are not responsible for illegible, lost, late, incomplete, stolen, misdirected postage due, or undeliverable, e-mail, or postal mail; or for any computer, telephone, satellite, cable, network, electronic or Internet hardware or software malfunctions, failures, connections, or availability, or garbled, corrupt or jumbled transmissions, service provider/Internet/web site/use net accessibility, availability, or traffic congestion, or any technical error, or unauthorized human intervention, or the incorrect or inaccurate capture of registration information, or the failure to capture, or loss of, any such information. Sponsor and Others are not responsible for any incorrect or inaccurate information, whether caused by web site users or any web site users, tampering, hacking, or by any of the equipment or programming associated with or utilized in this promotion and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, technical error, theft or destruction or unauthorized access to any web site(s). Sponsor reserves the right, to disqualify any individual found, in its sole opinion, to be tampering with the operation of the promotion; to be acting in violation of these Official Rules; or to be acting with the intent to disrupt the normal operation of this Sweepstakes. Any use of robotic, automatic, macro, programmed, third party or like methods to participate in the Sweepstakes will void any attempted participation effected by such methods and the disqualification of the individual utilizing the same. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. Sponsor and Others are not responsible for any injury or damage, whether to person or property, to participants' or to any person's computer related to or resulting from participating in this promotion. If, for any reason, the promotion is not capable of running as planned, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the promotion and/or proceed with the promotion in a manner deemed fair and appropriate by Sponsor. IN NO EVENT WILL SPONSOR AND OTHERS BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, AND CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THIS SWEEPSTAKES OR ACCEPTANCE OF A PRIZE. In the event of a dispute as to the identity of a winner based on an e-mail address, the winning entry will be declared made by the authorized account holder of the e-mail address submitted at 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, on-line 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.

6. PRIVACY POLICY: Any personally identifiable information collected during an entrant's participation in this promotion will be collected by Sponsor and used by Sponsor, its affiliates, agents and marketers for purposes of the proper administration and fulfillment of the promotion as described in these Official Rules and in accordance with Sponsor's Privacy Policy as stated at www.ihop.com.

7. PUBLICITY RIGHTS: By accepting a prize, a winner agrees to allow Sponsor and/or Sponsor's designee the perpetual right to use his/her name, photos and/or likeness, and statements for promotion, trade, commercial, advertising and publicity purposes, at any time or times, in all media now known or hereafter discovered, world wide, including but not limited to the World Wide Web and Internet, without notice, review or approval and without additional compensation except where prohibited by law.

8. GENERAL: By participating in the Sweepstakes, participants agree to abide by these Official Rules. Sponsor and Others are not responsible for any liability whether direct or indirect, including, without limitation, liability in connection with any injuries, damages or losses of any kind, whether direct or indirect, whether to property or person, including death, arising out of or related to the acceptance, enjoyment, use and/or misuse of any prize and/or participation in this Sweepstakes; and they will be held harmless against any claims of liability arising directly or indirectly from the prize awarded. Sponsor is not responsible for postage-due, late, lost, counterfeited, illegible or tampered entries/mail. The interpretation of these Official Rules shall be governed by the laws of the State of California. Any and all disputes, claims and causes of action arising out of, or connected with, the Sweepstakes or any prize awarded shall be resolved individually, and without resort to class action, in the appropriate courts in the State of California exclusively. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or a party's rights and obligations, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules of any other jurisdiction. All federal, state and local laws and regulations apply. Void in all jurisdictions other than those listed above and where prohibited or restricted by law.

10. WINNER LIST: To obtain the names of the Winners, visit www.ihop.com between 10/27/08 and 1/5/09.

SPONSOR: IHOP Franchising, LLC, 450 North Brand Blvd. 7th Floor, Glendale, CA 91203

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© 2008 IHOP IP, LLC.