Transurban (USA) Operations Inc.
Express Lanes Phones Down Touchdown Contest
Official Rules

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCES OF WINNING. Contest begins at 12:00:00 AM Eastern Time ("ET") on November 29, 2016, and ends at 11:59:59 PM ET on January 31, 2017 (the "Contest Period"). Void outside Maryland, Virginia, the District of Columbia, and where prohibited by law. Sponsor's computer is the official time keeping device for this Contest. VOID WHERE PROHIBITED BY LAW.

1. SPONSOR: This Contest is sponsored by Transurban (USA) Operations Inc., PO Box 23530, Alexandria, VA 22304 ("Sponsor").

2. ELIGIBILITY: The Transurban (USA) Operations Inc. Express Lanes Phones Down Touchdown Contest (the "Contest") is open only to legal U.S. residents residing in Virginia, Maryland, and the District of Columbia who are at least eighteen (18) years of age at time of entry and have a valid driver's license. Employees, officers, and directors of Sponsor or its parents, subsidiaries, affiliates, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment, and marketing agencies, website providers, web masters, (collectively, the "Contest Entities") and members of their immediate families (spouses, parents, siblings and children, regardless of where they live) and those living in the same household are not eligible to enter, be featured in any photograph associated with this Contest, or win. Sponsor reserves the right to verify the eligibility of winners. Participation constitutes entrant's full and unconditional agreement to these Official Rules and to Sponsor's decisions, which are final and binding in all matters related to the Contest. Winning a prize is contingent upon fulfilling all requirements set forth herein. All entrants must have access to the Internet prior to the start of the Contest. Sponsor reserves the right to verify the eligibility of winners. Contest is in no way sponsored, endorsed, administered by, or associated with, Apple®, Android® or E-ZPass®.

3. TO ENTER: During the Contest Period, eligible persons can enter by visiting www.phonesdowntouchdown.com and taking a pledge to stay off their phones while driving. After taking the pledge, eligible persons will gain access to an image to share via Facebook, Twitter or Instagram along with the hashtag #PhonesDownTouchdown. Eligible persons who share the image using the hashtag will be entered to win one month of free travel on the 495 and 95 Express Lanes. Alternatively, eligible persons can enter by submitting a written request by sending a handwritten 3x5 card with their name, zip code, and email address, along with the hashtag #PhonesDownTouchdown, to P.O. Box 23530, Alexandria, VA 22304. Limit one entry per stamped outer envelope. By taking the pledge to stay off your phone while driving at www.phonesdowntouchdown.com, and sharing the image via Facebook, Twitter or Instagram along with the hashtag #PhonesDownTouchdown, you are indicating that (a) you consent to be bound by the Official Rules; and (b) you agree that the Sponsor may use your name and photograph for promotional and marketing purposes in the event you are selected as the winner (if applicable and to be confirmed in writing). Upon taking the pledge to stay off your phone while driving and sharing the image via Facebook, Twitter or Instagram along with the hashtag #PhonesDownTouchdown or mailing the 3x5 card, you will automatically be entered with one (1) entry into the Contest.

Limit one (1) entry per person, per email address. Additional entries will be disqualified. Entrant must provide all required information requested by the Sponsor, to be eligible to enter. Entries must be submitted by the participant. Sponsor and Sponsor's agents, affiliates, subsidiaries, representatives or service providers may use entrants' and/or referrals' personal information submitted with entry for purposes of prize fulfillment and/or for future marketing by Sponsor. Sponsor will not sell personal information submitted with entry to outside solicitors.

Any attempt by any entrant to obtain more than the permitted number of entries by using multiple and/or different identities, email addresses, forms, registrations, addresses or any other method will void all of that entrant's entries and that entrant may be disqualified at Sponsor's discretion. Multiple entrants are not permitted to share the same email address. Normal Internet, phone and usage charges imposed by your online or phone service may apply. Incomplete, illegible, corrupted, or untimely entries are void and will be disqualified. Sponsor and its agencies are not responsible for lost, late, incomplete, damaged, stolen, misdirected, or illegible entries; lost, interrupted, or unavailable network, server, or other connections; or miscommunications, computer or software malfunctions, telephone transmission problems, technical failures, garbled transmissions, damage to a user's computer equipment (software or hardware), or other errors or malfunctions of any kind, whether human, mechanical, electronic or otherwise. Proof of sending or submission will not be deemed to be proof of receipt by Sponsor. In the event of a dispute as to the identity of an entrant, the authorized account holder of the email address used to enter will be deemed to be the entrant or participant. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider, Internet service provider, or other organization (which may include an employer) responsible for assigning email addresses for the domain associated with the submitted address. Potential winner may be required to show proof of being the authorized account holder. Entries connected to an invalid, non-working, or inactive email address will be disqualified and ineligible to win.

By participating in this Contest, you acknowledge and agree that you will clearly and conspicuously disclose that you are participating in this Contest in any social sharing interaction that references the Contest. Sponsor reserves the right in its sole discretion to disqualify any entrant who does not adequately disclose his or her participation in this Contest while interacting with social media platforms during the Contest Period.

4. SELECTION OF WINNER: Contest entrants will be entered into a monthly random drawing from which one or more winners will be selected each week during December 2016 and January 2017. As many as 10 winners will be selected during the Contest Period. All eligible contest entrants will be included in each weekly drawing during the Contest Period.

The potential winner will be notified via phone and/or email using the information used to enter. Winning a prize is contingent upon fulfilling all requirements set forth herein. The odds of winning are based on the number of eligible entries received. If a potential winner does not respond within 72 hours after the first attempt to notify him/her that he/she has been selected to receive a prize, that potential winner will be deemed to have forfeited the prize, and a new winner will be selected as an alternate potential winner in his/her place. Any alternate potential winner will also have 72 hours to claim the prize, and must satisfy all eligibility requirements.

Except where legally prohibited, each potential winner will be required to complete and return, within seven (7) days of being notified, an Affidavit/Declaration of Eligibility, Liability & Publicity Release in order to claim his/her prize. If the winner or any of the persons featured in the winning submission fail to sign and return the Affidavit/Declaration of Eligibility, Liability & Publicity Release within the required time period (if applicable), or in the event that a potential winner is disqualified for any reason, the potential winner will be deemed to have forfeited the prize, and another entry will be drawn and selected as an alternate potential winner. Noncompliance with the foregoing, failure to abide by these Official Rules, or return of the prize notification as non-deliverable may result in disqualification and naming of an alternate potential winner. Only five (5) alternate winner selections will be made, after which any remaining prizes will remain un-awarded.

POTENTIAL WINNER IS SUBJECT TO VERIFICATION BY SPONSOR, WHOSE DECISIONS ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE CONTEST. AN ENTRANT IS NOT A WINNER OF ANY PRIZE UNLESS AND UNTIL ENTRANT'S ELIGIBILITY HAS BEEN VERIFIED AND ENTRANT HAS BEEN NOTIFIED THAT VERIFICATION IS COMPLETE.

5. PRIZE: Ten (10) winners in connection with this Contest will receive one (1) month of free travel on the 495 and 95 Express Lanes, subject to a maximum amount of $2,000.00 of free travel, commencing at 12:00:00 AM ET on the 1st day of the month following the winner's fulfillment of all requirements set forth in these Official Rules. Approximate Retail Value ("ARV") of each prize: $2,000.00. Total ARV of all prizes awarded in connection with this Contest: $20,000.00.

PRIZE RESTRICTIONS: Limit one (1) prize per person, per household. Terms and conditions may apply to the use of the free travel on the 495 and 95 Express Lanes using a registered E-ZPass. Any and all applicable federal, state, and local taxes and all fees and expenses related to acceptance and use of prize not specifically stated herein are the responsibility solely of price recipients. Prize cannot be substituted, assigned, transferred, or redeemed for cash; however, Sponsor reserves the right to make equivalent prize substitutions at its sole discretion. Sponsor will not replace any lost or stolen prizes or components of a prize(s). Except as otherwise provided, prize cannot be used in conjunction with any other promotion or offer. Only the number of prizes stated in these Official Rules is available to be won in the Contest. If, by reason of a print or other error, more prizes are claimed than the number set forth in these Official Rules, an alternate winner will be selected in accordance with the winner selection method described above from among all eligible claimants making purportedly valid claims to award the advertised number of prizes available.

6. GENERAL CONDITIONS: This Contest is governed by the laws of the United States. Void where prohibited by law and outside the United States. Participation constitutes entrant's full and unconditional agreement to these Official Rules and to Sponsor's decisions, which are final and binding in all matters related to the Contest. WARNING: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE ASSOCIATED WITH THIS CONTEST OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW, AND, SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO PROSECUTE AND SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. Neither Sponsor nor anyone acting on its behalf will enter into any communications with any entrant regarding this Contest, except as expressly set forth in these Official Rules. Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be attempting to tamper with or undermine the entry process and/or the legitimate operation of the Contest; to violate the Official Rules; or to act in an unsportsmanlike or disruptive manner or with the intent to annoy, abuse, threaten, or harass any other person. Sponsor and its agents are not responsible for (1) any incorrect or inaccurate information, whether caused by entrants, printing errors or by any of the equipment or programming associated with or utilized in the Contest; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Contest; (4) technical or human error which may occur in the administration of the Contest or the processing of entries; or (5) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant's participation in the Contest or receipt or use or misuse of any prize. If, for any reason, the Contest is not capable of running as planned, including infection by computer virus or bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor, which corrupt or affect the operation, administration, security, fairness, integrity or proper conduct of this Contest, Sponsor may, in its sole discretion, void any suspect entries and (a) cancel or terminate the Contest (or an portion thereof); (b) modify the Contest or suspend the Contest to address the impairment and then resume the Contest in a manner that best conforms to the spirit of these Official Rules; and/or (c) award the prize from among the eligible, non-suspect entries received up to the time of the impairment in accordance with the winner selection criteria described above.

7. PUBLICITY; LIMITATIONS OF LIABILITY AND RELEASES: BY PARTICIPATING IN THIS CONTEST, ENTRANT AGREES THAT SPONSOR, AND ITS PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, CONSULTANTS, CONTRACTORS, LEGAL COUNSEL, ADVERTISING, PUBLIC RELATIONS, PROMOTIONAL, FULFILLMENT AND MARKETING, WEBSITE PROVIDERS, WEB MASTERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (THE "RELEASED PARTIES") WILL HAVE NO LIABILITY WHATSOEVER FOR, AND SHALL BE HELD HARMLESS BY ENTRANTS AGAINST, ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE, OR USE OF THE PRIZE, ENTRY OR PARTICIPATION IN THIS CONTEST OR IN ANY CONTEST-RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY, OR MERCHANDISE DELIVERY. THE RELEASED PARTIES ARE NOT RESPONSIBLE IF ANY PRIZE CANNOT BE AWARDED DUE TO CANCELLATIONS, DELAYS, OR INTERRUPTIONS DUE TO ACTS OF GOD, ACTS OF WAR, NATURAL DISASTERS, WEATHER, OR TERRORISM. BY PARTICIPATING IN THIS CONTEST, ENTRANT AGREES THAT THE RELEASED PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INJURIES, DAMAGES, OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES TO PERSONS, INCLUDING DEATH, OR TO PROPERTY ARISING OUT OF ACCESS TO AND USE OF ANY WEBSITE ASSOCIATED WITH THIS CONTEST OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SUCH SITE.

EXCEPT WHERE PROHIBITED BY LAW, PARTICIPATION IN THE CONTEST CONSTITUTES WINNER'S GRANT TO SPONSOR (WHICH GRANT WILL BE CONFIRMED IN WRITING ON REQUEST OF SPONSOR), AND THE RELEASED PARTIES THE RIGHT AND PERMISSION TO PRINT, PUBLISH, BROADCAST, AND USE, WORLD WIDE IN ANY MEDIA NOW KNOWN OR HEREAFTER DEVELOPED, INCLUDING BUT NOT LIMITED TO THE WORLD WIDE WEB, AT ANY TIME OR TIMES, THE WINNER'S NAME AND BIOGRAPHICAL INFORMATION (INCLUDING, BUT NOT LIMITED TO, HOMETOWN AND STATE) FOR ADVERTISING, TRADE, AND PROMOTIONAL PURPOSES (INCLUDING THE ANNOUNCEMENT OF HIS OR HER NAME ON TELEVISION OR RADIO BROADCAST) WITHOUT ADDITIONAL CONSIDERATION, COMPENSATION, PERMISSION, OR NOTIFICATION.

WITHOUT LIMITING THE FOREGOING, EVERYTHING REGARDING THIS CONTEST, INCLUDING EACH WEBSITE ASSOCIATED WITH THIS CONTEST AND ALL 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. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

8. DISPUTES: Except where prohibited, entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Contest or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Eastern District of Virginia or the appropriate State Court located in Commonwealth of Virginia; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Contest, but in no event attorneys' fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules, which would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.

9. PRIVACY: Information collected from entrants is subject to the Sponsor's Privacy Policy, which can be found at http://www.transurban.com/files/Transurban_Privacy_Policy.pdf. Entrants agree that Sponsor and Sponsor's agents, affiliates, subsidiaries, representatives or service providers may use Entrants' personal information submitted with entry for purposes of prize fulfillment and/or for future marketing by Sponsor, such as to notify them of a product or promotion that Sponsor thinks may be of interest.

10. OFFICIAL RULES AND WINNERS LIST: For a copy of the Official Rules, visit www.phonesdowntouchdown.com or send a self-addressed, stamped envelope for receipt by December 1, 2016 to: Transurban (USA) Operations Inc., PO Box 23530, Alexandria, VA 22304. For a list of winners available after March 1, 2016, send a self-addressed, stamped envelope for receipt by March 31, 2016, to: Transurban (USA) Operations Inc., PO Box 23530, Alexandria, VA 22304.

Copyright ©2016 Transurban (USA) Operations, Inc. Transurban® is a registered trademark of Transurban (USA) Operations, Inc and its affiliates. E-ZPass®, Apple®, iTunes®, Android® and all other marks are the registered marks of their respective owners both in the U.S. and abroad. All rights reserved.

ABBREVIATED RULES

Abbreviated Rules to be Used in All Advertising (except advertising on Facebook and Twitter):

NO PURCHASE NECESSARY. Void where prohibited and outside DC, VA and MD. Open to legal residents of DC, VA and MD, who are 18 years or the age of majority or older at the time of entry. Begins 5:00:00 PM ET on [11/29/16]; ends 11:59:59 PM ET on [1/31/17]. For details on the entry process (including the alternate method of entry), go to www.phonesdowntouchdown.com. One winner will win one month of free travel on the 495 and 95 Express Lanes during each week of the Contest Period. Terms and conditions apply. Approximate Retail Value ("ARV"): $2,000.00. Total ARV of all prizes: $20,000.00. For complete rules and eligibility requirements, send a self-addressed, stamped envelope to Transurban (USA) Operations Inc. at PO Box 23530, Alexandria, VA 22304.

Copyright ©2016 Transurban (USA) Operations, Inc. Transurban® is a registered trademarks of Transurban (USA) Operations, Inc. E-ZPass®, YouTube®, and all other marks are the registered marks of their respective owners both in the U.S. and abroad. All rights reserved.

[Abbreviated Rules for Facebook: NO PURCHASE NECESSARY. Void where prohibited and outside VA, DC and MD. Must be a legal US resident 18+. Total ARV: $20,000. Click here for official rules.]

[Abbreviated Rules for Twitter promotion: NO PURCHASE NECESSARY. For full rules, see www.phonesdowntouchdown.com [OR abbreviated bit.ly link to site].

[Abbreviated Rules for Instagram promotion: NO PURCHASE NECESSARY. Void where prohibited and outside VA, DC and MD. Must be a legal US resident 18+. For full rules, see www.phonesdowntouchdown.com [OR abbreviated bit.ly link to site].