Official Rules - Wendy's 99¢ Bid for Value

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT IMPROVE YOUR CHANCES OF WINNING.

The Promotion may only be entered in or from the 50 United States and the District of Columbia and entries originating from any other jurisdiction are not eligible for entry. The Promotion is governed exclusively by the laws of the United States. You are not authorized to participate in the Promotion if you are not located within the 50 United States or the District of Columbia.

1. Introduction. The promotion (the "Promotion") is set up in reverse auction style, whereby each time an entrant submits a bid ("Bid"), a ticker ("Ticker") originating at the Prize's Average Retail Value ("ARV") will reduce in a specified increment (e.g. $1 or $0.01) for each Bid until it reaches $0.99. The entrant whose Bid causes the Ticker to reach $0.99 (as hereinafter defined, the "Successful Bid" and "Successful Bidder"), will win the stated prize (the "Prize"), subject to verification. Please note that in order to make a Bid, an entrant merely clicks on the designated "Submit" button and does not enter any numerical value or provide any payment or promise thereof.

2. Eligibility. Participation is open only to legal residents of the 50 United States and the District of Columbia, who are at least eighteen (18) years old and have reached the age of majority in their home state by March 25, 2009, provided that entrants eligible for the motorcycle Prize must also be an appropriately licensed driver and certain Prizes may be subject to local retailer's terms, conditions and qualification requirements.

Void outside of the 50 United States, the District of Columbia and where prohibited, taxed or restricted by law. Employees, officers and directors of Wendy's International Inc. ("Sponsor") or its parent companies, subsidiaries, affiliates, partners, franchisees, advertising and promotion agencies, or manufacturers or distributors of the Prize or other promotion materials, or any members of the immediate family (parents, children, siblings, spouse) and/or members of the same household (whether related or not) of such employees/officers/directors, are not eligible to enter. The Promotion may only be entered in or from the 50 United States, the District of Columbia, and entries originating from any other jurisdiction are not eligible for entry. All applicable federal, state and local laws and regulations apply.

3. How to Enter. To enter, you must first visit www.99CentBidforValue.com (the "Web Site") between March 25, 2009 at 12:00 AM Eastern Standard Time ("EST") and April 3, 2009 at 11:59 PM EST (the "Promotion Period") and follow the on-line instructions to register, providing certain contact information and choosing an username and password. Once your registration is received, Sponsor will send a validation email to the email account you provided with a link directing you back to the Web Site. In order to complete your registration, you must click on this link and follow the directions and enter a unique username and password. Thereafter, you may log into the Web Site to enter any individual "auction" of the Promotion at the following times in order to win the listed prize:

March 25, 2009
11:00 AM EST - 11:29 AM EST - Harvard Double Shot ($100)
11:30 AM EST - 11:59 AM EST - Paul Pierce autographed basketball ($300)
12:00 PM EST - 12:29 PM EST - Hank Aaron autographed baseball ($350)
12:30 PM EST - 12:59 PM EST - Inflatable Boxing Arena ($2500)

March 26, 2009
11:00 AM EST - 11:29 AM EST - Local skydiving lessons and jump ($300) - travel not included
11:30 AM EST - 11:59 AM EST - Local hang gliding lessons ($500) - travel not included
12:00 PM EST - 12:29 PM EST - Walker, Texas Ranger: Walker's Jacket ($800)
12:30 PM EST - 12:59 PM EST - Kawasaki KLX140 off-road motorcycle ($3,000)

March 27, 2009
11:00 AM EST - 11:29 AM EST - 1.3 Megapixel Spy Camera Sunglasses ($100)
11:30 AM EST - 11:59 AM EST - MySky Star Tracker ($200)
12:00 PM EST - 12:29 PM EST - Meade ETX-90PE Telescope ($650)
12:30 PM EST - 12:59 PM EST - Two tickets to Space Camp, Summer 2009 (Huntsville, AL) ($1,000) - travel not included

March 31, 2009
11:00 AM EST - 11:29 AM EST - Singing Machine® iSM-370 Karaoke System ($120)
11:30 AM EST - 11:59 AM EST - Custom tattoo up to $500 - travel not included
12:00 PM EST - 12:29 PM EST - Custom leather pants up to $750 - travel not included
12:30 PM EST - 12:59 PM EST - Fender® - American Standard Stratocaster® ($1,600)

April 1, 2009
11:00 AM EST - 11:29 AM EST - Stiga Insta Play Ping Pong Table & 4 Player Access Kit ($350)
11:30 AM EST - 11:59 AM EST - Harvard 7' Air Hockey Table ($350)
12:00 PM EST - 12:29 PM EST - Crosley CR12-2 iJuke Deluxe ($1,500)
12:30 PM EST - 12:59 PM EST - Genesis 4-6 Person Hot Tub ($2,000)

April 2, 2009
11:00 AM EST - 11:29 AM EST - Atomic AS1 Soccer Table ($500)
11:30 AM EST - 11:59 AM EST - Minnesota Fats 8' Pool Table ($800)
12:00 PM EST - 12:29 PM EST - Deluxe Outdoor Inflatable Movie Screen, 12' Widescreen with Toshiba TDP-XP1U DLP Mobile Projector ($800)
12:30 PM EST - 12:59 PM EST - Sumo Suits ($2,500)

April 3, 2009
11:00 AM EST - 11:29 AM EST - Microsoft - Xbox 360 Elite Console ($430)
11:30 AM EST - 11:59 AM EST - Ultimate Game Chair - Ultimate Game Chair V3 ($500)
12:00 PM EST - 12:29 PM EST - Panasonic - 50" 720p Flat-Panel Plasma HDTV ($1,650)
12:30 PM EST - 12:59 PM EST - Ultimate Game Room - Microsoft Xbox 360 Elite Console, Ultimate Game Chair V3, Panasonic - 50" 720p Flat-Panel Plasma HDTV ($2,600)

Each time you log onto the Web Site during the times an "auction" is scheduled within the Promotion Period, you will be asked to answer a trivia question related to Sponsor's products and services. If you answer the trivia question incorrectly, you will not be able to submit a Bid, but may start again with another trivia question. If you answer the trivia question correctly, you will be directed to the current "bid received" page and a Ticker displaying the last recorded Bid. The Ticker originates at the ARV of the Prize and for each Bid an entrant submits, the Ticker reduces the ARV by the specified incremental amount (e.g. $1 or $0.01) until the Ticker reaches $0.99. You may submit a Bid by clicking the "Submit Bid" button. You do not submit a specific numerical value to Bid or provide any payment or promise thereof, rather, you merely click the Submit Bid button to lower the Ticker by the specified increment since the last entrant's Bid was recorded. Bids are held in a queue, so please keep in mind that another Bid may already be waiting in the queue as well, which may instead advance the Ticker to $0.99 and such entrant may be deemed the Successful Bidder, subject to verification.

By submitting a Bid, you fully and unconditionally agree to be bound by these Official Rules and the decisions of the Administrator, which will be final and binding in all matters relating to the Promotion.

4. Prize. Prizes will coincide with the auctions at the dates and times as set forth in Section 3 above. One Prize will be given to the Winner of each separate "auction." The Prizes include one (1) Harvard Double Shot ($100), one (1) Paul Pierce autographed basketball ($300), one (1) Hank Aaron autographed baseball ($350), one (1) Inflatable Boxing Arena ($2500), one (1) local skydiving lessons and jump ($300), one (1) local hang gliding lessons ($500), one (1) Walker Texas Ranger trench coat ($800), one (1) Kawasaki KLX140 off-road motorcycle ($3,000), one (1) 1.3 Megapixel Spy Camera Sunglasses ($100), one (1) MySky Star Tracker ($200), one (1) Meade ETX-90PE Telescope ($650), one (1) pair of tickets to Space Camp, Summer 2009, (Huntsville, AL) ($1,000), one (1) Singing Machine iSM-370 Karaoke System ($120), one (1) custom tattoo up to $500, one (1) custom leather pants up to $750, one (1) Fender® - American Standard Stratocaster® ($1,600), one (1) Stiga Insta Play Ping Pong Table & 4 Player Access Kit ($350), one (1) Harvard 7' Air Hockey Table ($350), one (1) Crosley CR12-2 iJuke Deluxe ($1,500), one (1) Genesis 4-6 Person Hot Tub ($2,000), one (1) Atomic AS1 Soccer Table ($500), one (1) Deluxe Outdoor Inflatable Movie Screen, 12' Widescreen with Toshiba TDP-XP1U DLP Mobile Projector ($800), one (1) Minnesota Fats 8' Pool Table ($800), one (1) Sumo Suits ($2,500), one (1) Microsoft - Xbox 360 Elite Console ($430), one (1) Ultimate Game Chair - Ultimate Game Chair V3 ($500), one (1) Panasonic - 50" 720p Flat-Panel Plasma HDTV ($1,650) and one (1) Ultimate Game Room - Microsoft Xbox 360 Elite Console, Ultimate Game Chair V3, Panasonic - 50" 720p Flat-Panel Plasma HDTV ($2,600). Total ARV for all prizes equals $26,750.

Only one Prize per entrant/household during the Promotion Period. Delivery of the Prize requires a street address (no P.O. Boxes) located within the 50 United States or the District of Columbia. Sponsor is not responsible for lost, late, illegible, incomplete, invalid, unintelligible, misdirected, technically corrupted or garbled registration information or Bids, as applicable, which will be disqualified, or for problems of any kind, whether mechanical, human or electronic. Only fully completed registration forms and Bids are eligible. Proof of submission will not be deemed to be proof of receipt by Sponsor.

Prizes are non-transferrable and cannot be redeemed for cash. The Winner may not substitute the Prize. The Prize awarded may differ from any prize shown in promotional materials. The Prize color, options and equipment will be determined by Sponsor in its sole and absolute discretion. In the case of unavailability of the Prize, Sponsor reserves the right to substitute a prize of equal or greater value. Sponsor is not responsible for and does not provide any warranty, guarantee or other representation, express or implied, in fact or in law, relative to the Prize.

The Winner is solely responsible for any and all expenses not expressly set forth herein and all other costs incurred in claiming, registering, and/or using the Prize, including without limitation all travel-related expenses thereto. All Prizes are at the Winners' risk. By accepting any Prize, Winner accepts any inherently dangerous nature and risk in any use related thereto, including the risk of personal injury, disfigurement and/or death, acknowledges that Winner's use of such Prize is voluntary, acknowledges and that there are natural and man-made factors and occurrences which may impact on or affect the safety of the Prize use, and Winner assumes the risk of such factors and occurrences and agrees that Sponsor and Sponsor Entities shall not be in any way responsible for any resulting injury, disfigurement and/or death. As applicable, Winner will be required to complete and sign a Dangerous Activity Release or the applicable Prize will be forfeited. Winner may be required to take a medical examination to determine if Winner qualifies for /use of Prize; if Winner does not qualify, Prize may not be awarded.

Notwithstanding anything to the contrary, the following additional terms also apply to the Winner of the Kawasaki KLX140 off-road motorcycle: Winner must be an appropriately licensed driver and will be required to provide proof of insurance at the time of delivery. Winner is responsible for title, license, registration, dealer preparation costs, motorcycle insurance and other fees associated with the Kawasaki KLX140 off-road motorcycle. Kawasaki KLX140 off-road motorcycle includes only those features specified herein. Any other features or upgrades will be allowed only if permitted by delivery dealer and paid for by Winner, at Sponsor's sole discretion. Winner must take delivery of Kawasaki KLX140 off-road motorcycle from the dealership designation by Sponsor.

Sponsor reserves the right in its sole discretion to award one or more nominal prizes to Promotion entrants selected at random from the pool of all eligible Bids received during the Eligibility Period ("Random Prizes"). The Random Prizes will be of nominal value, and will be subject to these Official Rules. All references to "Prize" in these Official Rules shall be deemed to include the Random Prizes.

5. Notification/Winners/Odds. Shortly after you submit a Bid, you will receive a notification from Sponsor. The notification will inform you of the status of your Bid on the applicable Ticker and whether or not you are the Successful Bidder for the applicable Prize. If you are not the "Successful Bidder," you may attempt to answer another trivia question correctly for the chance to submit another Bid. If your Bid is not during an "auction", you will be directed to a consolation game, which does not offer a prize and which can be played solely at one's leisure, subject to these Official Rules. If you are the Successful Bidder for the applicable Prize, you will be directed to a page within the site that explains that you have won, subject to verification. The Successful Bidder shall also receive an email confirmation. In the event that at the end of the applicable "auction" there is no Successful Bidder, Sponsor will choose the winner of that Prize randomly from all entries received (the "Chosen Winner"), subject to verification. In all instances in which Sponsor chooses the winner randomly, (unless disqualified as set forth in Section 6 of these Official Rules) you will receive the same number of entries in the random drawing as the number of eligible Bids you placed prior to the expiration of the "auction," as determined by Sponsor in its sole and absolute discretion.

Confirmation of the identity of the Winner shall be undertaken by Sponsor by whatever means Sponsor shall deem appropriate. The Successful Bidder and/or the Chosen Winner (individually and collectively referred to herein as the "Winner") will be notified by Ketchum Public Relations ("Administrator"). If the Winner cannot be notified (including without limitation if Sponsor's prize notification attempt is marked as undeliverable), or if the Winner does not respond as requested within ten (10) days after Sponsor's first such notification attempt, then Sponsor may in its sole and absolute discretion offer the Prize to the Promotion entrant with the next closest Bid to $0.99 or the next Chosen Winner, as applicable. Except where prohibited by law, to receive the Prize the Winner must sign and return to Sponsor, within ten (10) days of first attempted notification, an affidavit of eligibility and liability/publicity release, and/or all other documents necessary to confirm the Winner's eligibility, (collectively referred to herein as the "Affidavit/Release"), as determined by Sponsor in its sole and absolute discretion.

If the Winner fails to sign and return the Affidavit/Release within the required time period or fails in any other way to comply in full with these Official Rules (as determined by Sponsor in its sole and absolute discretion), or if the Winner rejects the Prize, then Sponsor may in its sole and absolute discretion offer the Prize to the Promotion entrant with the Bid next closest to $0.99 or the next Chosen Winner, as applicable. This process will continue until the Promotion entrant with the Bid next closest to $0.99 or the next Chosen Winner, as applicable, complies in full with these Official Rules and accepts the Prize.

Odds of winning the Prize depend on the number of eligible entrants and Bids received.

6. General Conditions. All federal, state, and local taxes are the sole responsibility of the Winner, and the Winner acknowledges that the value of the Prize may be considered taxable income. Participation in the Promotion and acceptance of the Prize constitutes the Winner's permission for Sponsor to use his/her name, address (city and state), likeness, photograph, image, voice, biographical information and/or statements (including as paraphrased) regarding the Promotion or Sponsor for advertising and promotional purposes without notice or additional compensation, in any media now known or hereafter developed (including without limitation on the internet), except where prohibited by law. By participating in the Promotion and/or accepting the Prize (if applicable), you agree to release Sponsor and Administrator, and the franchisees, advertising, promotion and fulfillment agencies and their respective parent companies, subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers and directors of each, as applicable (collectively, the "Sponsor Parties"), from any and all liability, loss, harm, damage, injury, cost and/or expense whatsoever, including without limitation property damage, personal injury and/or death, which may occur in connection with (i) preparation for, travel to and/or participation in the Promotion; (ii) travel to, possession, acceptance and/or use or misuse of the Prize; (iii) participation or non-participation in any Promotion-related activity; and/or (iv) any claims based on publicity rights, defamation, invasion of privacy, misappropriation, false association, and/or merchandise delivery. If you do not comply in full with these Official Rules, and/or attempt to interfere with the Promotion in any way, you will be disqualified. You agree to release Sponsor and the Sponsor Parties for all printing, typographical, mechanical, human and/or other errors in these Official Rules, in the administration of the Promotion, in the announcement of the Prize, and/or in any advertising or other associated materials in connection with the Promotion.

In case of dispute as to the identity of any Promotion entrant, a Bid will be declared made by the authorized account holder of the email account associated with that Bid. Additionally, at all times Sponsor may ask the Winner to provide Sponsor with proof that the Winner is a registered account holder of the email account associated with a Bid. Any attempted form of entry into the Promotion other than the entry methods stated is prohibited; no automatic, programmed, robotic or similar means of entry are permitted. You agree to release Sponsor and the Sponsor Parties for (a) all technical, hardware, software, electronic, network, ISP, internet, website, WAP, telephone, and/or transmission or other communications malfunctions, errors, failures, delays and/or unavailability of any kind; all unauthorized human intervention; and/or any incomplete or inaccurate capture of entry information (regardless of cause) that may impair a Promotion entrant's potential entry into the Promotion and/or ability to win and receive the Prize; and/or (b) any and all other matters relating to and/or resulting from participating in the Promotion and/or downloading or otherwise receiving any materials in the Promotion.

Sponsor reserves the right, in its sole and absolute discretion, to cancel, terminate, modify, extend and/or suspend the Promotion should Sponsor determine, in its sole and absolute discretion, that any virus, bugs, non-authorized human intervention, fraud or other causes beyond its control have corrupted or affected the administration, security, fairness and/or proper conduct of the Promotion. Sponsor may disqualify any or all of Promotion entrant's Bids without refund, and disqualify a Promotion entrant from participating in the Promotion (and future promotions) and winning the Prize, all in Sponsor's sole and absolute discretion, if Sponsor determines that said Promotion entrant is violating these Official Rules, and/or tampering with or otherwise attempting to undermine the legitimate operation of the Promotion, any associated web sites and/or WAP sites, and/or Sponsor's business operations, including without limitation by cheating, hacking, deception, and/or other unfair practices, using automated entry programs and/or devices, placing Bids through multiple accounts and/or multiple phone accounts; participating in and/or benefiting from a syndicate, group or block picking process or system; and/or annoying, abusing, threatening and/or harassing any other Promotion entrant or Sponsor representative, (collectively referred to herein as "Cheating"), all as determined in Sponsor's sole and absolute discretion. Any activities intended to disrupt or otherwise interfere with the proper conduct of the Promotion, and/or intended to defraud Sponsor in any way, may be prosecuted to the fullest extent of the law and without further notice to the offending Promotion entrant or Promotion entrants. Additionally, if Sponsor determines in its sole and absolute discretion that Cheating is taking place during the Promotion, Sponsor may take any action necessary to help minimize and/or eliminate the Cheating and/or the effects thereof, including but not limited to: (A) terminating the Promotion and/or awarding the Prize in another Sponsor promotion; (B) suspending the Promotion to disqualify all suspect and/or ineligible Bids, and continuing the Promotion with only non-suspect and/or eligible Bids; (C) adding Additional Bid Numbers; and/or (D) terminating the Promotion and choosing the winner of the Promotion randomly from all eligible entries received prior to said termination (also, the "Chosen Winner"), and with all Promotion entrants with suspect Bids disqualified from such random drawing, all in Sponsor's sole and absolute discretion. Sponsor and the Sponsor Parties are not responsible for Cheating, and you agree to release Sponsor and the Sponsor Parties for their action and/or non-action in preventing, detecting, terminating and/or punishing any Cheating (whether or not such action or non-action is permitted under these Official Rules).

CAUTION: ANY ATTEMPT BY YOU TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM YOU TO THE FULLEST EXTENT PERMITTED BY LAW.

7. Disputes. Under no circumstances will you be permitted to obtain awards for, and you hereby waive, all rights to claim punitive, incidental and/or consequential damages, and/or any other damages, including attorney's fees or other such related costs of pursuing a claim. The Promotion is governed by, and will be construed in accordance with, the substantive laws of the State of Ohio, not including its choice or conflicts of law rules), and the exclusive forum and venue for any dispute shall be in Franklin County, Ohio. You hereby agree to submit to personal jurisdiction in Franklin County, Ohio.

8. Use of Data. Sponsor will be collecting personal data about Promotion entrants in accordance with its privacy policy. Please review Sponsor's privacy policy at www.99CentBidforValue.com/Privacy. By participating in the Promotion, you hereby agree to Sponsor's collection and usage of your personal information, and acknowledge that you have read and agreed to Sponsor's privacy policy.

9. The Winner's Name. To obtain the name of the Winners, send a self-addressed, postage stamped envelope no later than twenty (20) days after the Promotion Period ends to: 99 Cent Bid for Value c/o KETCHUM INC. 711 Third Avenue, New York, New York 10017. VT residents may omit return postage.

10. Sponsor. WENDY'S INTERNATIONAL, INC., One Dave Thomas Boulevard, Dublin, Ohio 43017.
     Administrator. KETCHUM INC. 711 Third Avenue, New York, New York 10017