NO PURCHASE NECESSARY TO ENTER OR WIN PRIZE

The NIVEA® VISAGE Sweepstakes ("Sweepstakes") is sponsored by Beiersdorf Inc., PO Box 5529, Norwalk, CT 06856 (referred to in these official rules as "NIVEA VISAGE"). The Sweepstakes is governed by these official rules. By participating in the Sweepstakes, each entrant agrees to these official rules, including all eligibility requirements, and understands that the results of the Sweepstakes are final in all respects. The Sweepstakes is subject to all federal, state and local laws and regulations and is void where prohibited by law. The odds of winning depend solely on the number of eligible entries received.

ELIGIBILITY
The Sweepstakes is only open to legal residents of the fifty (50) United States and the District of Columbia who are eighteen (18) years of age (or, in the case of legal residents of certain states or Washington DC where the age of majority is greater than eighteen (18) years of age, such age of majority) or older at the time of entry and have Internet access and a valid e-mail account prior to the beginning of the Sweepstakes period. Employees, officers and directors of NIVEA VISAGE and their respective parents, subsidiaries, agents and suppliers, as well as their immediate families (defined as parents, spouses, children, siblings and grandparents) are not eligible to win. NIVEA VISAGE has the right to verify the eligibility of each winner.

HOW TO ENTER
No purchase is necessary to enter or win prizes. Purchase will not increase your chances of winning. To enter the Sweepstakes, visit the NIVEA VISAGE Micro-dermabrasion website at www.niveausa.com/WhatDoesTouchSay ("Promotion Website") and follow the links and instructions provided for online entry and complete in full and transmit the online entry form, which includes entrant's name, address, and e-mail address. In addition, links to the Promotion Website may be provided in Sweepstakes banner advertisements and in the print ads. Potential entrants may click on the Sweepstakes banner advertisement and follow the instructions for online entry. After submitting the required information on the online entry form, each entrant will receive one entry into the Sweepstakes. There is a limit of one (1) entry per person, regardless of the manner in which the entrant obtains access to the Promotion Website.

All entries become the exclusive property of NIVEA VISAGE. Receipt of entries will not be acknowledged, nor will proof of submission of an entry form be deemed proof of receipt. NIVEA VISAGE is not responsible for lost, late, incomplete, invalid, or misdirected entries, which will be disqualified. Use of any automated system to submit entries is prohibited and will result in disqualification. In the event of a dispute as to any entry, the authorized account holder of the e-mail address used to enter will be deemed to be the entrant. The "authorized account holder" is the natural person assigned an e-mail address by an Internet access provider, online service provider or other organization responsible for assigning e-mail addresses for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holder.

SWEEPSTAKES PERIOD
The Sweepstakes begins at 12:01 a.m. ET June 29, 2007, and ends at 11:59 p.m. ET on November 1, 2007. Entries must be received by NIVEA VISAGE at or before 11:59 p.m. ET on November 1, 2007 to be eligible.

PRIZES
Total of seventy (70) prizes to be awarded: each prize includes both of the following:

One (1) NIVEA VISAGE Q10 Gentle Spa Micro-Dermabrasion Kit (ARV $19.99);

and

Fifty dollars ($50) in the form of a gift card from a major credit-card company for use by the winner toward the purchase of lingerie or for any other purposes for which the gift card may be redeemed. Gift Card terms and conditions shall apply. Certain other restrictions may apply.

Approximate retail value of each prize ($69.99). Total approximate retail value of all prizes: $4,900.

Limit of one (1) prize per person during Sweepstakes. All prizes may not be awarded if an insufficient number of eligible entries are received by the applicable drawing date.

WINNER SELECTION
Potential winners will be selected based on a random drawing on or about November 15, 2007 from among all eligible entries received during the Sweepstakes period.

Potential winners will be contacted by e-mail on or before December 1, 2007. If a potential winner cannot be reached by NIVEA VISAGE after three (3) attempts, using contact information provided by that potential winner, or if the prize notification is returned as undeliverable, that potential winner shall forfeit the prize and an alternative winner may be selected from all eligible entries. The potential winner must comply with the official rules in order to be confirmed the winner of a prize. Upon the request of NIVEA VISAGE, the potential winner must sign and return any required forms, including, without limitation, affidavits of eligibility and prize acceptance and liability and publicity release forms, and IRS-W9 forms, to NIVEA VISAGE within fourteen (14) days after delivery of the forms to that potential winner. If a potential winner fails to comply with these official rules or fails to return all of the specified forms to NIVEA VISAGE within fourteen (14) days after delivery, that potential winner may be disqualified, and an alternative winner may be selected by NIVEA VISAGE from all eligible entries.

All expenses not expressly listed as part of the prize are the winner's sole responsibility. The winner is responsible for any applicable taxes and fees.

ADDITIONAL LIMITATIONS
The prize is non-transferable. No substitution or cash equivalent of the prize is permitted; however, NIVEA VISAGE reserves the right to substitute any prize, or portion of it, with another of equal or greater value. NIVEA VISAGE and its affiliates and agencies are not responsible for any typographical or other errors in the offer or administration of the Sweepstakes, including, but not limited to, errors in the printing or posting of the offer or official rules, the selection and announcement of any winner, or the distribution of any prize. Any attempt to damage the content or operation of the Sweepstakes is unlawful and subject to legal action by NIVEA VISAGE or its agents. NIVEA VISAGE reserves the right to terminate, withdraw or amend the Sweepstakes for any reason and without notice including, without limitation, if NIVEA VISAGE suspects tampering has occurred or if the Sweepstakes cannot be operated as planned, voiding the entries at issue or terminating the Sweepstakes and conducting a random drawing among all eligible entries received as of the termination date to award the prize.

NIVEA VISAGE, its affiliated companies and advertising and promotional agencies, and any telephone network or service providers are not responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunction, lost or delayed data transmission, omission, interruption, deletion, line failure or malfunction of any telephone network, computer equipment or software, the inability to access any web site or online service or any other error, human or otherwise.

INDEMNIFICATION AND LIMITATION OF LIABILITY
BY ENTERING THIS SWEEPSTAKES, EACH ENTRANT AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS NIVEA VISAGE, ITS PARENT, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, VENDORS, SUPPLIERS, ADVERTISING AND PROMOTIONAL AGENCIES, AND ALL THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY LIABILITY, DAMAGES, LOSSES OR INJURY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THAT ENTRANT'S PARTICIPATION IN THE SWEEPSTAKES AND THE ACCEPTANCE, USE OR MISUSE OF ANY PRIZE THAT MAY BE WON. NIVEA VISAGE DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE PRIZE. EACH WINNER AGREES TO EXECUTE ANY DOCUMENT CONTAINING THE TERMS AND CONDITIONS OF THESE OFFICIAL RULES.

NIVEA VISAGE, ITS PARENT, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, VENDORS, ADVERTISING AND PROMOTIONAL AGENCIES, SUPPLIERS AND ALL THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ANY LIABILITY FOR DAMAGE TO ANY COMPUTER SYSTEM RESULTING FROM ACCESS TO OR THE DOWNLOAD OF INFORMATION OR MATERIALS CONNECTED WITH THE SWEEPSTAKES.

Entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of, or connected with, this Sweepstakes or any prizes awarded, shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the District of Connecticut or the appropriate Connecticut state court located in Fairfield County, Connecticut; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs, but in no event including attorneys' fees, disbursements or court costs; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental and consequential damages, and any other damages, other than for actual out-of-pocket costs.

PUBLICITY
By submitting an entry form, each winner grants NIVEA VISAGE and those acting under its authority permission to use his name, likeness, or comments for advertising and publicity purposes without payment of additional consideration, except where prohibited by law.

GOVERNING LAW
All issues and questions concerning the construction, validity, interpretation and enforceability of these official rules, or the rights and obligations of entrants and NIVEA VISAGE in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without giving effect to any choice of law or conflict of law rules of provisions (whether of the State of Connecticut or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Connecticut. All federal, state and local laws apply.

INTELLECTUAL PROPERTY
The Sweepstakes and all related web pages, content and code are copyright-protected property of NIVEA VISAGE or a third party. Copying or unauthorized use of any copyright-protected materials, trademarks, or any other intellectual property without the express written consent of its owner is strictly prohibited.

WHO WON
The winners will be listed by full name, city and state on the NIVEA VISAGE website for a period of ninety (90) days following notification and confirmation of the winners, anticipated to be approximately December 1, 2007