MERCEDES-BENZ

TWEET™ RACE PROMOTION

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A purchase or payment of any kind will not increase your chances of winning.

By participating in the Mercedes-Benz Tweet™ Race Promotion (the “Promotion”), you agree to be bound by these rules, regulations, requirements (the “Official Rules”), and the decisions of Mercedes-Benz USA, LLC (the “Sponsor”), which Official Rules and Sponsor decisions are final and binding in all matters related to the Promotion. The Promotion consists of (a) a sweepstakes in which Participants who submit at least one (1) qualifying tweet will be entered into a drawing for the Grand Prize (the “Sweepstakes”); and (b) a “Most Valuable Tweeter” contest (the “Contest”). The Sponsor has the right to disqualify persons found to be violating or abusing any aspect of the Promotion as it solely determines. Whether any Participant receives a prize is contingent upon fulfilling all of the requirements herein.

ELIGIBILITY: The Promotion, is open to legal residents of the 50 United States and the District of Columbia who are 18 years of age or older at time of entry. Eligible Participants must have a valid Twitter® account. Officers, directors, employees and agents (and their immediate families or household members) of Sponsor and its respective affiliated companies, agencies, and authorized dealers and of Razorfish, Sage, Denuo, Merkley and Partners, USTA, PGA of America and IMG are not eligible to enter or win. The Promotion is governed by U.S. law, is subject to all applicable federal, state and local laws and regulations, and is void where prohibited by law.

TIMING: The Promotion begins on January 13, 2011 at 7:30 a.m. Eastern Time (“ET”) and ends on February 1, 2011 at 11:59 p.m. ET (the “Promotion Period”). Sponsor’s computer is the official time-keeping device for the Promotion. New Participants will not be accepted after the end of the Promotion Period.

HOW TO ENTER: During the Promotion Period, visit the Facebook page of Sponsor located at http://www.facebook.com/mercedesbenzusa?v=app_171625276202183, indicate that you "Like" the page, and follow the directions to join one of the four teams participating in the Mercededs-Benz Tweet Race. You will also need to follow the team captains of the team that you join and the Sponsor's Race Director on Twitter. By following and tweeting to support your favorite team, you will be eligible for the Grand Prize drawing and evaluation by the Contest judges at the end of the Promotion Period. If you don't have a Facebook account and would like to enter to win, please request an entry form by emailing a request to: mailmaster@mbusa.com.

The use of automated devices to enter this Promotion is prohibited. Any attempt by any person to submit multiple entries by using multiple/different Facebook, Twitter® or e-mail accounts or any other methods will void all entries submitted and that person will be disqualified. Sponsor assumes no responsibility for lost, late, incomplete, illegible or misdirected entries or any computer, internet, or technical malfunctions that may occur. All entries become Sponsor’s property and will not be returned.

Further, Participants must agree to abide by any social media and site rules established by Twitter, Facebook and Sponsor. Without limiting the foregoing, Participants shall not post or transmit any materials (including images) that:

You agree to comply with any additional terms which may be established before or during the Promotion. With the exception of Tweets and status changes on Facebook, posting content relating to this Promotion directly to any website or internet service (including by not limited to YouTube) is prohibited, unless previously approved by Sponsor.

All content, including by not limited to Tweets and video, produced during the pendency of this Promotion by any Participant, shall be the sole property of Sponsor.

SELECTION OF WINNERS: Winners will be determined via the processes set forth below.

For the Sweepstakes

On February 5, 2011, Sponsor will randomly select one Twitter handle of a Participant who has joined the winning race team during the Promotion Period. Winners of the Sweepstakes will be notified by direct message via Twitter within forty-eight (48) hours of the drawing and will be subject to the requirements set forth in these Official Rules. Odds of winning depend on the number of eligible entries received during the Promotion Period.

For the Contest.

On February 5, 2011, the winners of the Contest will be selected. There will be twenty (20) winners who will be selected by Sponsor’s “Race Director” as well as by each participating Twitter Race team (each Twitter Race team will select two winners from those Participants who have joined their tem and the Race Director will select twelve additional winners). Winners will be those Participants that have tweeted the most plentiful, creative and timely tweets, as determined by the Race Director or by each Twitter Race team, as applicable. All decisions of the Race Director and each Twitter Race team are final and binding. Sponsor will announce the Contest winners on the MBUSA Facebook site by posting their Twitter handles and also will notify the Contest winners by direct message on Twitter within forty-eight (48) hours thereafter.

WINNER REQUIREMENTS: The Grand Prize Winner and winners of the Contest will be required to sign and return to Sponsor and/or its agent, an affidavit of eligibility/release of liability within four (4) days of issuance of notification. Failure to complete and return the documents in the time noted will result in the disqualification of the potential winner and forfeiture by such potential winner of the applicable prize. In such case, an alternative winner will be selected in the same manner described in the winner determination process set forth above. Sponsor is not responsible for and shall not be liable for late, lost, misdirected, or unsuccessful efforts to notify the Grand Prize Winner or other prize winners or for the Grand Prize Winner’s or other prize winners’ late, lost, misdirected, or unsuccessful efforts to claim the applicable prize. Acceptance of the Grand Prize or any other prize constitutes permission (except where prohibited by law) to use the Grand Prize Winner’s or other prize winner’s name, hometown, likeness, photograph, statements made about the promotion and about Sponsor or Sponsor’s products and/or prize information for purposes of advertising, promotion, and publicity without additional compensation.

THE GRAND PRIZE (SWEEPSTAKES): One (1) Grand Prize winner will receive a three day, two night trip to one of three events. The Grand Prize Winner will select the event. The three options are: the 2011 PGA Championship, the 2011 US Open (Tennis) or the Mercedes-Benz Fashion Week in New York City in September, 2011.

The Grand Prize includes: round-trip, domestic, coach-class airfare for two (2) (from major airport near winner’s and/or guests’ physical place of residence at time of entry, which airport will be chosen by the Sponsor); two (2) nights hotel accommodations at a four-star hotel (hotel to be determined at the discretion of Sponsor) in one (1) double occupancy room; $250 spending money for dinner one night, and ground transportation between the airport and the hotel. Except as specified above, the Grand Prize does not include meals, room service, or other incidentals.

The 2011 PGA Championship trip will take place Saturday and Sunday, August 13-14, 2011. The winner will receive two (2) Hospitality Passes per day to the 2011 PGA Championship.

The 2011 US Open trip will take place Saturday and Sunday, September 3-4, 2011. The winner will receive two (2) Suite Tickets per day to the 2011 US Open.

The Mercedes-Benz Fashion Week trip will take place during the week of September 8-15, 2011 (for two nights and three days during that period as selected by Sponsor). The winner will receive eight (8) tickets to Mercedes-Benz Fashion Week (number of attending fashion show(s), date(s), location(s) of show(s), and seating are at the sole discretion of the Sponsor).

The Approximate Retail Value (“ARV”) of the Grand Prize goods and services is $4,850 US. Any additional tax obligation that the winner may be liable for is the sole responsibility of the Grand Prize Winner. The Grand Prize Winner is responsible for all federal, state, and local income taxes and other taxes associated with the prize. MBUSA will comply with all tax reporting requirements. Actual value of prize may vary based on point of origination and airfare fluctuations. The Grand Prize Winner and travel companions must possess required travel documents (e.g. valid government-issued photo ID) prior to departure. The Grand Prize Winner and travel companions are not required to travel together from the same airport. Travel must be booked at least two (2) weeks prior to travel. The Grand Prize Winner must plan trip with Sponsor and travel within 2011. Travel dates and arrangements are to be determined and are subject to availability and some restrictions may apply. Travel is subject to airline schedule changes. The Grand Prize Winner will not receive cash or any other form of compensation if actual travel costs are less than the estimate made in these Official Rules. Sponsor will not replace any lost, mutilated, or stolen tickets. If Grand Prize Winner is unable to complete trip on the dates selected by the Sponsor, the Grand Prize Winner shall forfeit the prize in its entirety and an alternate Grand Prize Winner will be selected as specified above, time permitting. The Grand Prize winner is responsible for meals, taxes, gratuities, other ground transportation, and all other expenses not expressly specified herein.

If, for whatever reason, the event associated with the Grand Prize is cancelled after the prize is awarded, then Sponsor’s liability for the Grand Prize is limited only to the non-event portions of the Grand Prize. No compensation will be paid in lieu of the cancelled event. The tickets to the event are subject in all respect to terms and conditions set forth on the tickets and any requirements of the facility hosting the event. Seat locations will be determined by Sponsor. The Grand Prize Winner is strictly prohibited from selling, auctioning, trading or otherwise transferring the tickets (event, airline, and otherwise) unless Sponsor consents in writing. The Grand Prize Winner’s travel companion must execute liability/publicity releases prior to the issuance of travel documents.

CONTEST PRIZES: The Contest Prize for each of the Contest winners is a MBUSA-branded luggage set, including a duffel bag, a back pack and a toiletry bag (ARV $285 US).

FOR ALL PRIZES: Prizes are non-transferable and no substitution will be made unless Sponsor, in its sole discretion, determines otherwise. Sponsor reserves the right to substitute a prize for one of equal or greater value should it become unavailable for any reason. Winners are responsible for all taxes and fees associated with prize receipt and/or use.

GENERAL: Sponsor reserves the right to cancel, suspend and/or modify the Promotion or any part of it if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Promotion as determined by Sponsor in its sole discretion. Sponsor is not responsible for: (i) lost, late, misdirected, damaged, garbled or illegible entries; (ii) error, omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions of any kind, or inaccurate transmission of or failure to receive entry information by Sponsor on account of technical problems or traffic congestion on the Internet or at any web site or any combination thereof; or (iii) any injury or damage to Participant's or any other person's computer related to or resulting from participating in the Promotion. Sponsor reserves the right to permanently disqualify from this Promotion any person it believes to be tampering with the entry process or the operation of the Promotion, falsifying personal information required during Participant registration or the claiming of any prize or otherwise to be acting in violation of these Official Rules. Any attempt by any person to deliberately undermine the legitimate operation of the Promotion may be a violation of criminal and/or 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. The forfeiture of the Grand Prize or any other prizes shall in no way prevent Sponsor from pursuing other avenues of recourse. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

By accepting or participating in the Promotion, each Participant irrevocably consents to the use of such Participant's name, likeness, image, voice, performance (in connection with interviews and other recordings), biographical information, contact information on Twitter (including without limitation, a Participant’s Twitter “handle”) and Facebook, and statements relating to the Promotion or Sponsor, without further compensation, in all world-wide marketing, promotion, and publicity carried out in perpetuity by any of Sponsor’s Affiliates in connection with this Promotion.

RELEASE AND INDEMNITY: Each Participant in this Promotion, including, without limitation, each prize winner, hereby releases and agrees to hold harmless Sponsor from any and all liability for any injuries, loss or damage of any kind to person, including death, and property, arising in whole or in part, directly or indirectly, from acceptance, possession, use or misuse of the Grand Prize or any other prize, participation in this Promotion and participation in any activity related to this Promotion.

DISCLAIMERS: Under no circumstances, including negligence, shall MERCEDES-BENZ USA, LLC or its Affiliates be liable for any direct, indirect, incidental, special or consequential damages, including without limitation, property damage, personal injury and/or death, resulting from participation in the Promotion or acceptance, use or misuse of any prize. Any claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Promotion, but in no event attorney's fees. Under no circumstances will any Participant be permitted to obtain any award for, and Participant hereby waives all rights to claim, punitive, incidental or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for actual out-of-pocket expenses.

Binding Arbitration. The parties waive all rights to trial in any action or proceeding instituted in connection with these Official Rules and/or this Promotion. Any controversy or claim arising out of or relating to these Official Rules and/or this Promotion shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, NY, USA, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

Governing Law and Jurisdiction. This Promotion and the Official Rules are governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. In connection with all proceedings that are not subject to arbitration as set forth in the Binding Arbitration Section above and/or for entering any judgment on an arbitration award, the parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S.A.

Participants hereby acknowledge that MERCEDES-BENZ USA, LLC has neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied (including, but not limited to warranties of any kind concerning the appearance, safety or performance of any prize), in fact or in law, relative to any prize. Without limiting the foregoing, the Grand Prize and all other prizes are provided "as is" without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. Participants acknowledge and agree that the warranty disclaimers and liability and remedy limitations in these Official Rules are material terms and that they have been taken into account in the decision by Sponsor for the Promotion. All Participant’s rights, obligations and responsibilities are strictly personal to the Participant and may not be assigned under any circumstances.

If any provision of these rules shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Rules, shall be enforced to the fullest extent allowed by law as to effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.

WINNERS' NAMES: For names of winners, please send a self-addressed stamped envelope to: Promotion Winners (ATTN: General Counsel), MERCEDES-BENZ USA, LLC, One Mercedes Drive, Montvale, New Jersey 07645. To obtain a copy of these Official Rules, mail a self-addressed stamped envelope to Official Rules (ATTN: General Counsel), MERCEDES-BENZ USA, LLC, One Mercedes Drive, Montvale, New Jersey 07645. Requests for the Official Rules received after March 1, 2011 will not be honored. Residents of Vermont may omit return postage for Official Rules and Winner List requests. The name and/or Twitter handles of the Grand Prize Winner and the Contest winners may, and the Official Rules will be posted at the MBUSA Facebook page located at http://www.facebook.com/mercedesbenzusa?v=app_171625276202183.

Sponsor of Contest: MERCEDES-BENZ USA, LLC, One Mercedes Drive, Montvale, New Jersey 07645.

Twitter® and Tweet™ are trademarks of Twitter Inc. and Super Bowl® is a trademark of NFL Properties LLC. This Promotion is in no way sponsored, endorsed or administered by, or associated with Twitter Inc., Facebook, or NFL Properties, LLC.

I have read and understand the above document in its entirety. I declare that I will abide by the rules and procedures specified in the above listed document. I also recognize that failure to obey the official rules may result in disqualification from the Promotion or penalties as determined by the Sponsor.