AEO #HEART THIS CITY CONTEST

OFFICIAL RULES

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

THE #HEARTTHISCITY Contest (the “Contest”) consists of two (2) parts; entry submission and judging as detailed below. The Contest starts with the acceptance of Contest entries (as detailed below) at 10:00:01 am Eastern Time (“ET”) on 4/1/14 and entry submission ends at 11:59:59 pm ET on 4/30/14 (the “Contest Entry Period”). Through winner selection, up to two (2) winners will be determined.

The sponsor of this Contest is AEO Management Co. (“AEO” or “American Eagle Outfitters”), 77 Hot Metal Street, Pittsburgh, PA 15203 (the “Sponsor”). The Contest shall be subject to these Official Rules, and by entering, all participants agree to and shall be bound by the terms and conditions herein.

ELIGIBILITY: CONTEST IS OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES, THE DISTRICT OF COLUMBIA, PUERTO RICO AND CANADA (EXCEPT PROVINCE OF QUEBEC), EIGHTEEN (18) YEARS OF AGE OR OLDER AS OF THE DATE OF THEIR ENTRY. Employees and their families (defined as parent, child, sibling and spouses) of the Sponsor, Student Conservation Association (“SCA”), their respective affiliates, subsidiaries, parent companies and agencies (collectively, the “Promotion Parties”) and those living in the household of same (whether related or not) are eligible to enter and win.

PRIVACY INFORMATION: Although the Sponsor may receive some personally identifiable information (“PII”) about you from Instagram - but only if you already have previously provided such information to Instagram – and you must be an Instagram user to participate in the Contest, the Contest is not sponsored, endorsed or administered by Instagram. You understand that the PII we obtain from you and/or Instagram will be collected, stored, used, and shared in accordance with Sponsor’s Privacy Policy. For more details, please see our privacy policy at www.ae.com. Any questions, comments or complaints regarding the Contest should be addressed to American Eagle Outfitters and not to Instagram. American Eagle Outfitters and its affiliates would like to use submitted information to contact you by mail, text message or email about our special promotions or events. By checking the appropriate box upon entry, you agree to allow AEO to do so. If you subsequently decide not to receive updates of special promotions and/or events, please follow the instructions in Sponsor’s Privacy Policy for unsubscribing to such updates. False and/or deceptive entries or acts shall render entrants ineligible.

The laws of the Commonwealth of Pennsylvania apply to and govern this Contest and any claims must be raised and resolved in the Federal or state courts located in Allegheny County, Pennsylvania, United States. All Federal, state, provincial and local rules and regulations apply. Void in all other U.S. territories and possessions, the Province of Quebec, overseas military installations and where prohibited or restricted by law.

HOW TO ENTER:

1) During the Contest Period, you may submit an entry by (i) making a donation at any AEO store and receiving a paper frame from the register in return, or (ii) by visiting the website www.ae.com\sca and downloading and printing a paper frame for free.

2) Entrants must take a photo using the frame and upload the framed photo to Instagram.

3) Tag the photo with the #HEARTTHISCITY tag (“Photo”).

Once you have completed the foregoing, you will be automatically entered into the applicable Weekly Contest (“Entry” and “Entrant”). You may enter as often as you like.

Photo Conditions and Restrictions: The uploaded Photo must feature the Entrant prominently and may not feature more than one individual prominently. The photo must be framed by the SCA paper frame. By submitting your Photo into the Contest, you represent that you own or have unencumbered, transferable rights and permissions, including, without limitation, the right of publicity, to the photo and you grant Sponsor a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free license for AEO to use that Photo for any lawful purpose including without limitation commercial, advertising, merchandising or otherwise, in any manner or media now or later developed, including, without limitation, the right to translate, display, reproduce, modify, create derivative works, distribute, assign, commercialize, and sub-license that Photo to third parties for their lawful uses and purposes. You acknowledge and agree that Sponsor may use, or not use, your Photo, or any part of it, in any manner, in any media, at any time, in its sole discretion, and you forever release and discharge Sponsor from any liability associated with any such usage. Subject to existing laws, you waive any moral rights that you or your licensors may have in that Photo. In addition to any other requirements set forth in these Official Rules, in order to be deemed eligible for participation, each Photo and/or the entrant submitting it must meet the following conditions and restrictions:

- The Photo must not defame or invade the publicity or privacy rights of any person, living or deceased, or otherwise infringe upon any person’s personal or proprietary rights or constitute or suggest copyright infringement.

- The entrant either owns or has received permission from the photographer and the subject(s) to upload the Photo, including the permission to post the Photo on the Contest page without payment.

- The Photo must not contain any content that is sexually explicit, sexually suggestive, offensive, illegal, pornographic or obscene or that features, promotes or suggests the use or abuse of drugs, alcohol, tobacco, firearms or other harmful substances or otherwise is in bad taste or is otherwise objectionable to Sponsor, as determined by Sponsor in its sole and exclusive discretion.

- The Photo must not contain any recognizable third party logos or marks or other commercial or advertising content other than those of American Eagle Outfitters, Inc., which entrant has a limited license to use for the sole purpose of creating and uploading an Entry in this Contest.

- The Photo must not disparage Sponsor or any other person or entity.

- The Photo must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.

- The Photo must not contain corrupted files, viruses, or any other similar software files, the intent of which is to damage the operation of another’s computer.

- The Photo must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any jurisdiction where Entry is created.

Sponsor in its sole discretion shall determine if any Photo or Entry is inappropriate for any reason for public release including but not limited to publication on the Contest Site or other Sponsor-owned websites. Sponsor shall have the right to disqualify any Entries that it deems to not meet the criteria, or due to technical, legal, clearance or other problems, or which it deems to be obscene, pornographic, demeaning or otherwise not in good taste, or otherwise in breach of the above rules, as determined by Sponsor in its sole discretion. Entries may not defame or invade the publicity or privacy rights of any person, living or deceased, or otherwise infringe upon any person’s personal, copyright or proprietary rights. Sponsor’s and judges’ decisions are final and binding with respect to all matters relating to this Contest.

JUDGING CRITERIA: Each eligible photo will be judged (by, as applicable, the judging panel determined by Sponsor, and as permitted in these Rules in the case of a Tie) in accordance with the following judging criteria (the “Judging Criteria”):

Number Judging Criteria Weight

#1 Inspiring 0-50 points

#2 Creativity 0-25 points

#3 Brand Appeal 0-25 points

JUDGES’ SCORING WILL BE AVERAGED AMONG PARTICIPATING JUDGES

RESOLUTION OF TIES: In the event of a Tie, the tied photo that received the higher total score from all judges in the “Brand Appeal” category will be declared the (potential) winner. In the event of a remaining tie, the tied Photo that received the higher total score from all judges in the “Inspiring” category will be declared the (potential) winner. If needed, the judges will re-score the tied Photos in all categories until the relevant tie is broken.

Sponsor reserves the right to modify or change the Resolution of Ties at its sole and exclusive discretion. With respect to all matters related to this Contest, the decision of Sponsor will be binding and not subject to appeal.

PRIZES: The Prizes available to be won in the Contest consists up to four (4) Trips (maximum of one prize per person) to participate in an SCA trip to a destination to be determined by SCA and Sponsor.

The SCA trip portion of the prize includes a trip (“Trip”) as detailed in the following: (i) round trip ("R/T") economy class airfare for the Winner from the major U.S. or Canadian gateway airport nearest the Winner's hometown (as selected by Sponsor) to an airport in a destination city (“Destination City”) selected by Sponsor, (ii) R/T ground transfers between Airport and site, and other related, pre-approved expenses. The Trip will take place in June 2014, subject to change at Sponsor’s sole discretion. If Entrant is unable to claim the Trip/Prize there will be no alternative offered and Sponsor may at its sole discretion choose to either award the prize to the next highest scoring photo or not award the prize at all.

Specific air carrier(s), Hotel and other Trip specifics detailed above are at the sole discretion of the Sponsor or its designee(s). The approximate retail value ("ARV") of the prize is $2,000 USD per trip (total ARV $8,000 USD)The actual value of a prize may vary depending on city of departure, date and times of travel, airfare fluctuations and Hotel charges at the time of travel bookings. Actual value of the prize awarded may be lower or higher at the time it is fulfilled. Any difference between actual value and stated ARV (if actual value is lower than stated ARV) will not be awarded. All travel is subject to the following restrictions and conditions: All meals, additional ground transfers, gratuities, excursions, insurance, incidentals, and any other expenses not specified herein are the sole responsibility of the Winner. All travel arrangements are to be administered by Sponsor or its designee(s). Winner must be able to travel during dates necessary to participate in Trip (as determined by Sponsor) or Trip portion of the prize will be forfeited in its entirety and no additional prize element substituted. All travel is subject to availability. Travel must originate and end at the same major U.S. or Canadian gateway airport.

Winner will be required to provide valid government issued photo ID as required by travel authorities at time of travel (which may include a valid passport). If a Winner's residence is within 150 miles of Destination City (as determined by Sponsor), the airfare portion of the prize will be forfeited in its entirety and no additional prize element substituted. No changes will be made to travel details once any element(s) of the travel arrangements have been booked. No frequent flier miles will be earned on any element of prize travel. Prize conditions may be added or modified by Sponsor or its designee. Releasees (as defined below) are not responsible for any changes of any element of Trip. Releasees are not liable for any expenses incurred as a consequence of changes in schedule, flight cancellation or flight delays. Sponsor will not replace any lost or stolen tickets, travel vouchers or certificates. Travel is subject to capacity controls, availability, blackout dates and certain other restrictions, which may include a Saturday night stay, all of which are subject to change. No stopovers are permitted on tickets issued as a prize; if a stopover occurs, the prize will terminate and full fare will be charged from the stopover point for the remaining trip segments, including the return. Once flight arrangements have been confirmed, no changes will be allowed except by Sponsor or its designee. An unclaimed and/or unused travel package, or portion thereof, will remain the property of Sponsor or its designee.

Prizes are non-transferable, assignable and have no cash value. No prize substitution or cash redemption allowed by a prize winner. Sponsor reserves the right to substitute a prize of comparable value if advertised prize becomes unavailable. Prizes may not be sold, bartered or exchanged by winners. Prizes are provided "as is" and without any warranty of any kind. By accepting a prize, the prize winner acknowledges compliance with these Official Rules. Taxes, if any are the sole responsibility of the prize winners in the Contest.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to a prize winner or any other person for failure to supply a prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Releasees’ sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

GENERAL: By entering this Contest, Entrants agree that Promotion Parties, Instagram, their respective employees, officers, shareholders and directors (the “Releasees”) shall not be liable for personal injuries, death, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Contest or acceptance of or use or inability to use a prize or parts thereof including, without limitation, claims, suits, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory. Winners release the Releasees from any and all liability and responsibility with respect to a prize (including any property loss, damage, personal injury or death). Winners acknowledge the aforementioned individuals and entities have neither made nor are in any manner responsible for any warranty, representation or guarantee, expressed or implied, in fact or in law, related to a prize.

If for any reason this Contest is not capable of running as planned, or if this Contest or any web site or iPad, iPhone or Android mobile device or cell phone, tablet or computer, or service associated therewith (or any portion(s) thereof) becomes corrupted or does not allow the proper playing of the Contest and processing of Entries or Votes in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsor’s sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Contest, the Sponsor reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Contest or any portion thereof. In the event the Contest is cancelled before the scheduled conclusion of the Contest or any portion thereof, Sponsor reserves the right to proceed to Judge the eligible Entries received (as detailed above) prior to the time of the action or event warranting such cancellation and award the prizes. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Contest Site. If a dispute arises about who submitted an Entry, the Entry will be deemed submitted by the authorized account holder email address associated with the Instagram account entered. The authorized account holder is deemed the natural person who is assigned to an email address by an Internet access provider, service provider, or other online organization that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be requested to provide Sponsor with proof that the potential winner is the authorized account holder of the email address associated with the winning Entry and that all eligibility requirements are met. If Sponsor suspects that the photo is not original or that there is any kind of fraud associated with the Entry or Entrant, Sponsor may at it sole discretion disqualify the Entry or Entrant.

The capitalized terms defined in these rules include the plural as well as the singular, and the past and future tenses

WINNERS LIST: For an Official Winners List, or a copy of these Official Rules, send a self-addressed, stamped envelope to: #HEARTTHISCITY CONTEST - WINNERS LIST -OR- OFFICIAL RULES (please specify Official Winners’ List or Official Rules), 77 Hot Metal St., Pittsburgh, PA 15203. Residents of Vermont and Canada may omit return postage on all requests. Official Rules are also available during the Contest Entry Period at the Contest Site.

*Other names and brands may be claimed as the property of their respective owner(s).