THE TRAVELOCITY.CA “SHARE YOUR TRAVEL EXPERIENCES” PHOTO CONTEST (THE "CONTEST") IS INTENDED TO BE CONDUCTED IN CANADA (EXCLUDING QUEBEC) ONLY AND SHALL BE CONSTRUED AND EVALUATED ACCORDING TO APPLICABLE CANADIAN LAW. THE CONTEST IS OPEN TO LEGAL RESIDENTS OF CANADA (EXCLUDING QUEBEC) WHO HAVE REACHED THE AGE OF MAJORITY IN THEIR PROVINCE OR TERRITORY OF RESIDENCE. NO PURCHASE NECESSARY. ENTRY IN THIS CONTEST CONSTITUTES ACCEPTANCE OF THESE OFFICIAL CONTEST RULES (THE "OFFICIAL RULES").

1. ELIGIBILITY. To be eligible to enter this Contest, an individual must:

a. be a legal resident of Canada (excluding Quebec) at time of entry;

b. have reached the age of majority in his/her province or territory or residence;

c. be the sole owner of all right, title and interest (including but not limited to copyright and moral rights) in and to the Photograph (as defined below) at the time of entry; and

d. read, agree with, and accept the terms and conditions of these Official Rules.

Employees of Travelocity.com LP (the “Sponsor”) and Black Photo Corporation (“Black Photo”), their respective affiliates, subsidiaries, parent companies, and related companies, advertising and promotional agencies, and the household members and/or the immediate family of any of the above, are not eligible to enter the Contest or win a prize. ”Immediate family" shall mean spouse, parents, step-parents, legal guardians, children, step-children, siblings and step-siblings and each of their respective spouses, regardless of where they reside. “Household-members” shall mean those people who share the same residence at least three months a year. Sponsor shall have the right at any time to require proof of identity and/or eligibility to participate in the Contest. Failure to provide such proof may result in disqualification. All personal and other information requested by and supplied to Sponsor for the purpose of this Contest must be truthful, complete, accurate and in no way misleading. Sponsor reserves the right to disqualify any entry or entrant in its sole discretion, should any entry or entrant at any stage contain and/or supply untruthful, incomplete, inaccurate or misleading personal details and/or information.

2. CONTEST PERIOD. The Contest begins on Wednesday, July 11 2007 at 12:01 a.m. Pacific Daylight Time ("PDT") and ends on Monday, September 10, 2007 at 11:59 p.m. PDT (the "Contest Period"). Judging will take place the week of September 17, 2007. The Community Prize Drawing (as defined below) will take place on or about September 17, 2007.

3. HOW TO ENTER. There is no purchase necessary to enter the Contest. There are two ways to enter the Contest: (A) By submitting a photo, or (B) By voting on a photo.

(A) PHOTO ENTRY: To enter the Contest and compete for the Grand Prize, a Travel Category Prize and the User’s Choice Prize (as described in Paragraph 4), an entrant must complete and submit a qualifying Photo Entry during the Contest Period. In order for the Photo Entry to qualify, it must include the online image upload entry form (“Image Entry Form”) located at www.travelexperiences.ca or www.travelocity.ca/photocontest (collectively “Contest Website”), and the required Content. “Content” shall mean a unique travel-related photograph in JPEG or GIF format with a 72 dpi minimum and at least 500 pixels with respect to the photograph's width (“Photograph”) taken by the entrant with a brief description of where the Photograph was taken (the "Description”). There is no limit to the number of times an entrant may submit a Photo Entry provided that each Photo Entry is a new Photograph and not one previously submitted by the entrant. A Photograph may only be entered once, and must be submitted in one (1) of the following ten (10) travel-related categories: Fun with Family & Friends, Nature’s Glory, Big City - Bright Lights, Sports & Adventures, Eco-Tourism, Romance & Relaxation, Travels in History, Life’s A Beach, The Great White North, and Entertainment Extravaganza (each a “Travel Category”).

By entering the Contest, entrants assign to Sponsor all rights, title and interest (and waive their moral rights) in and to their respective Photo Entry, and grant the Sponsor the right to edit, copy and otherwise use, in whole or in part, the Photo Entry to promote this Contest, or for any other purpose, without notice or compensation. If the Photo Entry contains any material or elements that are not owned by the entrant and/or which are subject to the rights of third parties, and/or if any persons appear in the photograph, the entrant is responsible for obtaining any and all releases necessary to permit the exhibition and use of the photograph as contemplated herein. Entrants eligible to win prizes may be required to sign a document to this effect before being declared a winner. All entries become the property of the Sponsor and will not be returned.

(B) VOTING ENTRY: To enter the Contest and compete for the Community Prize (as described in Paragraph 4), an entrant must register (at no cost) to be a voting participant and provide the requested information on the registration page found at the Contest Website. Once a person is registered as a voting participant, such person will automatically receive one entry for a chance to win the Community Prize each time he/she votes (at no cost) for his/her favourite travel-related photograph submitted in the Contest. Limit: ten (10) Voting Entries per person per day. Entries received shall be deemed to be submitted by the authorized account holder of the e-mail address associated with the entry. "Authorized account holder" of an e-mail address shall mean the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider, or other organization responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Potential winner may be required to provide Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry. All requested information on entry forms must be completed in English to enter and be eligible. All entries generated by a script, macro or other automated/repetitive electronic means will be disqualified and ineligible for the Contest. Sponsor reserves the right to refuse Content at its sole discretion. Entries will be declared invalid if they are late, illegible, incomplete, damaged, irregular, mutilated, forged, garbled, mechanically or electronically reproduced, or deemed inappropriate by the Sponsor. No communication or correspondence will be exchanged with entrants except with those selected as eligible to win a prize. By entering the Contest, each entrant hereby agrees that Sponsor may use the personal information collected from entrant for the purpose of administering the Contest and fulfilling prizes (if applicable). Entrants may also consent to receive information from the Sponsor or its affiliates about their respective products, services and promotions. Sponsor will not sell, share or otherwise disclose an entrant’s personal information to a third party, other than to those engaged by Sponsor to fulfill the above purposes, without the entrant’s permission. For more information regarding the collection, use and disclosure of entrant’s personal information, please see the privacy policy at www.travelocity.ca.

4. PRIZES AND SELECTION OF WINNERS:

There are twelve (12) prizes available to be won as follows:

a. GRAND PRIZE: The judging panel (collectively, the "Judges"), selected by the Sponsor, in its sole discretion, shall judge the Photo Entries based on the following criteria: Artistic Merit; Technical Quality; and Creativity (collectively, the “Criteria”). The Criteria shall be given equal weight. The decisions of the Judges shall be final and binding, and may not be challenged in any way. One (1) Grand Prize will be awarded to the entrant with the best overall Photograph, as determined by the Judges. Grand Prize winner is not eligible to win a Travel Category Prize for the Photo Entry selected as best in the Contest (”grand prize winning entry”). Grand Prize winner will receive a 4-day/3-night trip for two to Las Vegas (which includes Roundtrip coach-class air transportation for Grand Prize winner and a guest from a major airport near winner’s permanent residence at the time of entry to Las Vegas, NV on an airline designated by Sponsor and three (3) nights’ double-occupancy hotel accommodations at a Las Vegas hotel to be designated by Sponsor) with an approximate retail value of Two Thousand Five Hundred dollars ($2,500.00), PLUS a photo finishing package (comprising 1000-4x6 prints, 200-5x7 prints, 100-8x10 prints and 1 (one) copy of Black’s digital print software from Black Photo) with an approximate retail value of One Thousand dollars ($1,000) (collectively the “Grand Prize”).

b. TRAVEL CATEGORY PRIZES: All Photo Entries will be judged by the Judges against the Criteria described above. One (1) entrant will be selected as eligible to win from each of the ten (10) Travel Categories, except the travel category from which the grand prize winning entry was chosen will not be included for the travel category prize. Each Travel Category winner will receive one (1) Digital Camera with an approximate retail value of Three Hundred dollars ($300) selected by Sponsor PLUS a photo finishing packaging (comprising 300-4x6 prints and 1 (one) copy of Black’s digital print software) with an approximate retail value of One Hundred dollars ($100).

c. USER’S CHOICE PRIZE: Visitors to the Contest Website will be able to rate Photo Entries (based on 1 to 5 stars, 1 being the lowest and 5 being the highest). The entrant whose Photo Entry receives the highest average star rating from persons registered as voting participants who vote will be eligible to win the User’s Choice Prize, consisting of one (1) Digital Camera with an approximate retail value of Three Hundred dollars ($300) selected by Sponsor PLUS a photo finishing packaging (comprising 300-4x6 prints and 1 (one) copy of Black’s digital print software) with an approximate retail value of One Hundred dollars ($100). Before being declared the winner, a selected winner must first correctly answer, without any assistance of any kind, whether mechanical or otherwise, a four-function time limited mathematical skill-testing question. Failure to answer the question correctly and within five (5) business days of the first attempt to contact by telephone or e-mail for the purpose of answering this question will cause the prize to be forfeited and it may be awarded to an alternate entrant at the Sponsor’s sole discretion.

d. COMMUNITY PRIZE: Those who register and vote on the Contest Website will be eligible for a chance to win the community prize (“Community Prize”). A random drawing will be conducted from all eligible entries received during the Contest Period (“Community Prize Drawing”) on or about September 17, 2007. Odds of winning depend on the total number of valid entries received during the Contest Period. The Community Prize winner will receive one (1) Digital Camera with an approximate retail value of Three Hundred dollars ($300) selected by Sponsor PLUS a photo finishing packaging (comprising 300-4x6 prints and 1 (one) copy of Black’s digital print software) with an approximate retail value of One Hundred dollars ($100). Before being declared the winner, a selected winner must first correctly answer, without any assistance of any kind, whether mechanical or otherwise, a four-function time limited mathematical skill-testing question. Failure to answer the question correctly and within five (5) business days of the first attempt to contact by telephone or e-mail for the purpose of answering this question will cause the prize to be forfeited and it may be awarded to an alternate entrant at the Sponsor’s sole discretion.

e. PRIZE RESTRICTIONS: (1) Grand Prize does not include ground transfers, airport transfers, taxes, gratuities, travel insurance, meals, alcoholic beverages, souvenirs, or any other incidental expense not specified. All travel plans for Grand Prize winner and any guest must be made at one time through Travelocity.ca, within one hundred and twenty (120) days of accepting the Grand Prize. Travel dates are subject to availability and holiday/blackout dates, conventions and special event periods, and must be completed by June 30, 2008. All travel requests will be fulfilled based on availability. Guest must be the age of majority in his/her province or territory or residence prior to travel. If winner is unable to travel by date indicated, prize will be forfeited, and an alternate winner may be selected. If trip includes international travel and customs and immigration require certain documents to travel to foreign country, it is the winner’s sole responsibility for winner and any guest to travel with the required documents. No refunds will be made if improper documentation or other failure to meet participating travel supplier requirements (or other requirements) results in denied boarding or entry, and prize will be forfeited. Reservations are non-refundable, non-transferable, and non-changeable once issued, and may not be used in conjunction with any other competition or offer. No refunds or credit changes are allowed. If tickets are lost, they will not be replaced. Credit for previous purchases is not permitted. All tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes. (2) Digital Camera prizes may not include batteries. If lost, stolen or damaged, digital camera will not be replaced. (3) Black’s photofinishing packages are provided as prepaid photofinishing cards, have no expiration date, and can only be redeemed online at Black's Online Photo Centre. They are not valid on print orders submitted at Black's or Astral retail stores. If lost, stolen or damaged, Black’s photofinishing prepaid cards will not be replaced.

f. GENERAL PRIZE CONDITIONS: Prizes must be accepted as awarded and cannot be transferred, assigned, substituted or redeemed for cash, except at the sole discretion of the Sponsor. Sponsor reserves the right, in its sole discretion, to substitute a prize of equal or greater monetary value if prize cannot be awarded for any reason. All prize values stated herein are in Canadian Dollars. Prizes may be subject to withholding tax, and those recipients will be responsible for such tax. Reporting and payment of any applicable federal, state, provincial and local taxes are the responsibility of each prize winner.

g. TIES: In the event of a tie for a Grand Prize or Travel Category Prize, the Judges will review and judge again the tied photographs. In the event of a tie with respect to the User’s Choice Prize, the tied entrant who received the highest number of votes from persons registered as voting participants will be deemed the User’s Choice winner. If there is still a tie for the User’s Choice Prize, the Judges will judge the still tied photographs based on the Criteria described above. In all cases, if a tie still remains, the photograph with the highest score under the “Creativity” Category will be deemed the winner. h. RELEASES: Before being declared a winner, each selected entrant will be required to complete and return to Sponsor a Declaration of Eligibility and Liability/ Publicity Release (“Declaration and Release”) by the deadline specified by Sponsor or, in Sponsor’s sole discretion, prize may be forfeited and an alternate winner may be selected in accordance with these Official Rules among the remaining eligible entries for that prize.

5. WINNER NOTIFICATION

ALL ENTRANTS WILL BE NOTIFIED BY TELEPHONE OR E-MAIL DURING THE WEEK OF SEPTEMBER 17, 2007. SELECTED ENTRANTS MUST RESPOND WITHIN FIVE (5) BUSINESS DAYS OF NOTIFICATION, OR PRIZE MAY BE FORFEITED. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by the potential winner for any reason. In Sponsor’s sole discretion, a potential winner may be disqualified, the prize forfeited, and an alternate winner may be selected in accordance with these Official Rules from among the remaining eligible entries for that prize, if a selected entrant (i) is unreachable or a winner notification is returned as undeliverable; (ii) declines or cannot accept or receive the prize for any reason; or (iii) does not comply with these Official Rules.

6. GENERAL CONDITIONS AND LIMITIATIONS OF LIABILITY.

a. By participating in this Contest, each entrant agrees to be bound by these Official Rules and the decisions of the Sponsor, which are final and binding in all respects and cannot be appealed. By entering, each entrant agrees and acknowledges that Sponsor, Black Photo Corporation, and each of their respective parent companies, affiliates, divisions, subsidiaries and advertising and promotions agencies, and each of their respective employees, officers, shareholders, representatives, directors and agents (collectively “Releasees”) are not responsible for and shall not be liability for: (i) late, lost, delayed, misdirected, mutilated, incomplete, unreadable, inaccurate, garbled or unintelligible entries; (ii) telephone system, facsimile, technical or computer malfunctions, lost connections, disconnections or transmission or other errors of any kind whether mechanical, human, electronic or otherwise relating to or in connection with the Contest, including, without limitation, errors which may occur in connection with the administration of the Contest or the processing of entries; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses, costs, expenses or damages to person or property of any kind caused, in whole or in part, directly or indirectly, by the prize or resulting from redemption, acceptance, possession, loss or use or misuse of any prize or from participating in the Contest or any Contest related activity; or (v) any printing, typographical, administrative, human or technological errors in any material associated with the Contest.

b. By entering the Contest, entrants agrees that: (i) any and all disputes, claims, and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associates with entering the Contest, but in no event will attorneys’ fees be awarded or recoverable; and (iii) under no circumstances will any entrant be permitted to obtain any award for, and entrant hereby knowingly and expressly waives all rights to seek, punitive, direct, indirect, incidental and/or consequential damages and/or any other damages, other than actual out of pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. In no event will Releasees be responsible or liable for any damages or losses of any kind, arising out of entrant’s access to, use of, or downloading from and/or printing material downloaded from the Contest Website, or any other web site associated with this Contest or the Sponsor. Without limiting the foregoing, everything on said web sites is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Limitations or exclusions of liability for incidental or consequential damages and/or exclusions of implied warranties subject to all applicable federal, provincial and local laws and regulations.

c. Sponsor reserves the right, in its sole discretion, to modify, cancel or suspend this Contest (or any portion of the Contest) should an error, virus, bug, computer problem or other cause or problem corrupt or inhibit the administration, security, or proper operation of the Contest, and in such situation, to select the winner(s) from the eligible, non-suspect entries received prior to and/or after such action or in such manner as deemed fair and appropriate by Sponsor. Sponsor may prohibit participant from participating in the Contest or winning a prize if, in its sole discretion, it determines participant is attempting to undermine the legitimate operation of the Contest by cheating, hacking, deception, or other unfair practices or intending to annoy, abuse, threaten or harass any other participants or Sponsor’s representatives. The interpretation of these Official Rules should be governed by and construed in accordance with the laws of the province of Ontario including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other jurisdiction's laws.

d. By entering the Contest, each entrant agrees and acknowledges that Releasees and any of their designees may, without any limitation or further compensation, use his or her name, voice, biographical data and/or likeness in any and all media now known or hereinafter devised, throughout the universe and in perpetuity, for the purpose of advertising and promoting the Contest or any other promotion, contest or sweepstakes sponsored by Sponsor, except where prohibited by law. For example, each entrant understands and agrees that he/she is selected as a potential winner, such entrant’s name, city and province/territory may be announced by the Sponsor at the Contest Website or elsewhere promoting the Contest.