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The 2016 Seed & Spark New Voice Crowd Funding Rally Competition Official Rules

THIS CONTEST IS INTENDED FOR LEGAL RESIDENTS OF THE 50 UNITED STATES AND THE DISTRICT OF COLUMBIA ONLY. VOID WHERE PROHIBITED. DO NOT ENTER UNLESS YOU MEET THE ELIGIBILITY CRITERIA AND ARE LOCATED IN THE UNITED STATES AT THE TIME OF ENTRY. ENTRY IN THIS CONTEST CONSTITUTES YOUR ACCEPTANCE OF THESE OFFICIAL RULES.

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING.

THESE TERMS REMAIN SUBJECT TO FURTHER REVIEW, UPDATE, AND MODIFICATION BY THE CONTEST SPONSOR IN CONJUNCTION WITH THE PRIZE PROVIDERS, SUBJECT TO APPLICABLE LAW.

The 2016 Seed & Spark New Voice Crowd Funding Rally Competition (the “Contest”) is a competition designed to encourage eligible series creators (“Entrant(s)” or “you”) to pitch their series ideas. Judges will choose the winning entries, and prizes will be awarded in accordance with these Official Rules (the “Rules”).

CONTEST SPONSORS.

This Contest is sponsored by Seed & Spark, Inc. and JFE, LLC d/b/a Band of Outsiders (collectively the “Sponsor”), with prizes provided by JFE, LLC d/b/a Band of Outsiders, SeriesFest, Fullscreen, and Mastercard (collectively, the “Prize Providers”). Sponsor and Prize Providers may be referred to herein collectively as the “Contest Entities”.

BINDING AGREEMENT.

Please read these Rules carefully prior to entering the Contest as they form a binding legal agreement between you and Sponsor and the Prize Providers with respect to the Contest. You may not enter the Contest, submit an entry to the Contest and are not eligible to receive the Prizes described in these Rules unless you agree to these Rules. By participating in the Contest, Entrants: (a) agree to be bound by these Rules, by the interpretation of these Rules by Sponsor and by the decisions of Sponsor; (b) acknowledge compliance with these Rules; (c) represent and warrant that Entrant meets all of the eligibility criteria set forth in these Rules; (d) agree to comply with any and all applicable federal, state and local laws, rules and regulations; and (e) agree to release and hold harmless Sponsor and the Prize Providers from and against all claims, injury, or damages arising out of or relating to participation in the Contest and/or the use, misuse or redemption of a Prize, and for any claim including claims based on defamation, publicity rights, invasion of privacy, copyright infringement, trademark infringement, or any other intellectual property related cause of action.

CONTEST PERIOD.

The Contest entry period begins on June 22, 2016 at 12am Pacific Standard Time (PST) and ends on September 2, 2016 at 11:59pm Pacific Standard Time (PST) (the “Entry Period”). The crowd funding period for all Eligible Entries begins on September 12, 2015 at 12am Pacific Standard Time (PST) and ends on October 14, 2016 at 11:59pm Pacific Standard Time (PST) (the “Crowd Funding Period”). Each Eligible Entry must launch the crowd funding campaign (the “Campaign”) portion of the Contest on September 12, 2016, or they will be disqualified.

HOW TO ENTER.

NO PURCHASE NECESSARY TO ENTER OR WIN. To enter the Contest, visit seedandspark.com/newvoice (the “Contest Website”) during the Contest Period and follow the instructions. You will be required to complete the entry form in its entirety (the “Entry”). Each Entry must adhere the Entry Requirements below.

ELIGIBILITY.

To be eligible to enter the Contest, each Entrant must: (a) Be 18 years or older at the time of entry; (b) Be a legal resident of the United States with a valid Social Security Number; and (c) be the creator of, and own and control all rights to an original web series (a “Web Series”) in pre-production and be ready to build the audience for the series and, upon raising the minimum required amounts provided for herein, shoot the first episode or teaser of the series (entrant will provide all pertinent information to evidence same, to the satisfaction of the Sponsor in their sole discretion).

Contest is void in Puerto Rico, U.S. territories and possessions, outside of the U.S., and where prohibited by law. Employees, interns, contractors, and official office-holders of Sponsor, the Prize Providers and their respective subsidiaries, affiliates, and their respective directors, officers, employees, advertising and promotion agencies, representatives, and agents, and members of the foregoing and their immediate families (parents, siblings, children, spouses, and life partners of each, regardless of where they live) and members of the households (whether related or not) of such employees, officers and directors are ineligible to participate in the Contest.

LIMIT ONE (1) ENTRY PER ENTRANT. Subsequent entries will be disqualified.

To be considered for the Contest, Entries must be: (i) complete (as determined by Sponsor); (ii) received during the Contest Period; (iii) meet all Entry Requirements and be otherwise in compliance with these Rules; and (iv) be in English (“Eligible Entry”). Machine or computer-generated mass Entries will be disqualified. Any submission not meeting the aforementioned criteria will be disqualified. Sponsor accepts no responsibility for submissions lost, delayed, damaged, defaced, or mislaid, howsoever caused. All Entries will be deemed made by the Entrant submitted at the time of entry. Entries received without a completed Entry form will be disqualified.

The information and statements in your completed Entry must meet the following criteria (the “Entry Requirements”): (a) They must not be derogatory, offensive, threatening, defamatory, disparaging, libelous or contain any content that is inappropriate, indecent, sexual, profane, torturous, slanderous, discriminatory in any way, or that promotes hatred or harm against any group or person, or otherwise does not comply with the theme and spirit of the Contest; (b) They must not contain content, material or any element that is unlawful, or otherwise in violation of or contrary to all applicable federal, state, or local laws and regulation including the laws or regulations in any state where the Entrant resides; (c) They must not contain any content, material or element that displays any third party advertising, slogan, logo, trademark or otherwise indicates a sponsorship or endorsement by a third party, commercial entity or that is not within the spirit of the Contest, as determined by Sponsor, in its sole discretion; (d) They must be original, and not contain, incorporate or otherwise use any content, material or element that is owned by a third party or entity; (e) They cannot contain any content, element, or material that violates a third party’s publicity, privacy or intellectual property rights; (f) the submitted Web Series must not the subject of any actual or threatened litigation or claim; and (g) They must not include any disparaging remarks relating to Sponsor or a third party.

ROUNDS AND JUDGING.
ROUND 1: Crowd Funding Campaign

On or before September 11, 2016, Sponsor will notify you if your Entry is an Eligible Entry. Thereafter, in order to remain in the Contest, during the Crowd Funding Period, each Eligible Entry must:

  1. Launch a Campaign on the Contest Website on September 12, 2016
  2. Raise at least $10,000 through such Campaign
  3. Obtain at least 1,000 followers on the Contest Website
  4. Post on the Contest Website a minimum of two (2) project updates per week for their followers throughout the Crowd Funding Period, with at least one (1) of each weekly project update containing video original to Entrant’s Campaign.
  5. Continue to grow its followers by posting on the Contest Website a minimum of two (2) video updates per month with respect to the submitted Web Series during October 1, 2016 through March 31, 2017
  6. If an Entrant’s Campaign is successful (i.e. paragraphs 1-5 above have been satisfied), Entrant must use the funds raised to shoot the first episode or tease for its submitted Web Series before March 31, 2017

All Eligible Entries with a successful Campaign (i.e paragraphs 1-6 above have been satisfied), will be considered to move forward to the next round(s) (“Qualifying Contestants”)

ROUND 2: FINALISTS

Number of Qualifying Contestants moving forward at this Round: 10

The 10 Qualifying Contestants with the greatest number of followers for their Campaign on the Contest Website as of 11:59pm Pacific Standard Time (PST) on April 1, 2017 will move forward in the Contest as finalists (each a “Finalist”).

Each Finalist will be notified if they have been selected to participate in the finals on or about April 2, 2017 via e-mail. Potential Finalists that do not respond within forty eight (48) hours of notification of selection and/or do not meet the eligibility requirements may be disqualified and an alternate will be selected based on the Qualifying Contestant with the next greatest number of followers and notified by e-mail.

The following rules apply to and must be agreed by each Finalist as a condition of being a Finalist:

  1. Each Finalist will be required to sign a contract containing these Rules and other terms that Sponsor and/or the Prize Provider deem reasonable and necessary, which will be provided to each Finalist at or around the time the Finalists are selected; failure to so agree will result in such Finalist being disqualified from the Contest.
  2. The Finalists agree to and must premiere their Web Series pilot or teaser exclusively at SeriesFest in June 2017.
  3. To be eligible to be selected as a Finalist, each potential Finalist will be required to sign and return to Sponsor, within ten (10) business days of issuance of such documentation a written agreement granting Sponsor and/or SeriesFest (to be determined by Sponsor and SeriesFest) the exclusive right to: (i) develop their submitted Web Series, including without limitation the right to create pitch materials, a “sizzle real” or any other development materials for the project (the “Presentation Materials”), and in connection with such Presentation Materials, a non-exclusive, irrevocable, fully paid, universal license to use, copy, modify or make derivative works, sublicense, transmit, distribute, publicly perform, publish, delete or display such project, or any portion thereof, in any media now known or hereafter devised including, but not limited to, all forms of television and all forms of internet and wireless protocol without any further right of approval or additional compensation; (ii) submit and/or pitch the submitted Web Series to network(s), cable companies, internet distributor(s), sponsor(s), co-production entities, buyer(s) or other third party financier(s) (each a “Third Party”), with the goal of securing financing and/or setting up the project for further development, production, distribution and/or exploitation; and (iii) negotiate and enter into binding agreement(s) for further development, production, distribution and/or exploitation (each a "Third Party Agreement") pursuant to which the Third Party may order further development of the project ("Development Order") and/or production ("Production Order"). Each Finalist shall also grant to Sponsor and/or SeriesFest (to be determined by Sponsor and SeriesFest) an “Executive Producer” credit on any Web Series that is the subject of a Third Party Agreement. If no Third Party Agreement is entered into with respect to a Finalist’s project within nine (9) months after SeriesFest June 2017, the exclusivity of the rights granted by such Finalist to Sponsor and/or SeriesFest hereunder shall become non-exclusive.

ROUND 3: GRAND PRIZE WINNER

Number of Finalists moving forward in this round: 1

Using the following criteria (the “Criteria”) a selection committee consisting of qualified representatives selected by Sponsor, (the “Selection Committee”) will make a holistic evaluation of the Finalist’s Entries and will vote to determine one (1) grand prize winner (the “Grand Prize Winner”): factors including originality, strength of characters and storytelling, execution, possible commercial viability, and audience appeal.

Tie-breaker: In the event of a tie, the Selection Committee will re-evaluate the tied entries according to the Criteria until the tie is broken. The tied entries will be put up for a re-vote amongst the Selection Committee until the tie is broken.

Notification of Grand Prize Winner: The Grand Prize winner will be notified via e-mail at or around the time of SeriesFest 2017

The members of the Selection Committee, will be prohibited from (i) judging any Entrant they are employed by or affiliated with, or (ii) judging any Entrant that they identify being unable to objectively evaluate according to the Criteria determined by Sponsor.

The following rules apply to and must be agreed by the Grand Prize Winner as a condition of being the Grand Prize Winner:

  1. The Grand Prize winner shall enter into a written agreement that will provide the Sponsor with the exclusive right to: (i) develop the Grand Prize winner’s submitted Web Series including without limitation the right to create Presentation Materials, and in connection with such Presentation Materials, the Grand Prize winner hereby grants to Sponsor a non-exclusive, irrevocable, fully paid, universal license to use, copy, modify or make derivative works, sublicense, transmit, distribute, publicly perform, publish, delete or display such project, or any portion thereof, in any media now known or hereafter devised including, but not limited to, all forms of television and all forms of internet and wireless protocol without any further right of approval or additional compensation; (ii) submit and/or pitch the project to Third Parties, with the goal of securing financing and/or setting up the project for further development, production, distribution and/or exploitation; and (iii) negotiate and enter into Third Party Agreements, Development Orders, and/or Production Orders.
  2. Additionally, the written agreement will require, among other things, that: (i) in the event a Production Order is accepted in connection with the Grand Prize winner’s project: (i) the Sponsor will be attached to the project as executive producers, and shall be entitled to an executive producing fee to be negotiated with the applicable Third Party; (ii) the Sponsor will have the right, at their option, to be the contracting physical production entity(ies) which will negotiate and enter into production and exploitation contracts and contract to furnish or perform all services customarily rendered by production companies in the television industry required by the Third Party; (iii) Sponsor will own, and will automatically be deemed to have acquired from the Grand Prize winner, all rights, title and interest in the following rights ("the Rights"): (a) the exclusive right to develop, license, produce, promote, market, distribute and exploit the submitted Web Series in all media now known or hereafter devised throughout the universe ("Territory") in perpetuity; (b) the exclusive right to exploit all ancillary, subsidiary, derivative rights and other rights in and to the project in all media now known or hereafter devised throughout the Territory in perpetuity; and (c) the right to take all other actions, with respect to the rights set forth herein, customarily taken by producers of comparable programming, with respect to the project; (ii) In addition to any contingent compensation due to the Sponsor under the applicable Third Party Agreement, the Sponsor shall be entitled to a minimum of ten percent (10%) of all contingent compensation which may be due to the Grand Prize Winner under the applicable Third Party Agreement in connection with such Grand Prize Winner’s submitted Web Series; and (iii) In the event a Development Order or Production Order is accepted, the Grand Prize Winner agrees in good faith to explore potential commercial opportunities with the Sponsor, including without limitation potential new businesses derived from, related to or enhanced by such Grand Prize Winner’s submitted Web Series in accordance with financial and other terms to be negotiated in good faith.

SPECIAL CATEGORY COMPETITION AND PRIZE

Number of winners: 1

The Full Screen Straight to Series Prize

Young Protagonist Category, Sponsored by Fullscreen

Category Description:

The Fullscreen Straight to Series Prize winner will be chosen from among the Qualifying Contestants whose submitted Web Series contain protagonists aged 18-25 years old (the “Fullscreen Semi- Finalists”).

How Is The Winner Selected:

Using the following criteria, from and among all Fullscreen Semi- Finalists, Fullscreen will choose one (1) winner: the winner will be selected based on what best fits Fullscreen's original programming vision with an emphasis on originality of concept, characters and storytelling, in addition to strength of execution, all in Fullscreen’s sole discretion.

When the Winner will be announced:

The winner of the Fullscreen Straight to Series Prize (the “Straight to Series Winner”) will be announced on or around April 1, 2017. The Straight to Series Winner will be selected and informed (as further provided below) by January 2017.

The Straight to Series Winner will win: at least $50,000 to produce the winner’s entire web series for Fullscreen; and (ii) premiere of the entire series at SeriesFest in June 2017

With respect to Fullscreen, the following shall apply: (i) Fullscreen will select a winner of the Straight to Series Prize from the Contestants by January 2017, triggering the straight to series production of a TBD formatted series (totaling at least 50 minutes of content + 10 minutes of original BTS and/or ancillary content), Fullscreen will provide at least $50,000 in funding for the series and can elect to provide additional funding at Fullscreen’s discretion; (ii) the series will screen at SeriesFest in June 2017; (iii) Fullscreen will have the exclusive right to stream the full series (or any portions thereof) in perpetuity on its SVOD platform, and the full series will launch no earlier than 24 hours after it premieres at SeriesFest 2017; (iv) Fullscreen and the winner shall allow SeriesFest to showcase the pilot episode (and/or up to 20 minutes of the series, at Fullscreen’s discretion) on SeriesFest’s website in perpetuity, which showcasing shall direct viewers to Fullscreen’s SVOD platform to see the rest of the series; (v) Fullscreen will receive a first look at developing season 2 of the Straight to Series Prize winner’s next series; and (vi) Fullscreen will own the winning series and control all distribution rights thereto.

The Straight to Series Prize winner shall NOT be eligible to become a Finalist or to win the Grand Prize, but shall be eligible to receive the Filmmaker Gift Box. If the Straight to Series Prize winner does not wish to accept the Straight to Series Prize and wishes to continue in the Contest, the potential winner must notify Sponsor in writing within forty eight hours (48) of notification that they have won. Potential winners that do not respond within forty eight (48) hours of notification of selection and/or do not meet the eligibility requirements may be disqualified and an alternate will be selected based on the criteria and notified via e-mail.

ODDS

The odds of winning the Contest or the Special Category Competition will depend upon the total number of Eligible Entries received during the Entry Period and the strength of the Eligible Entries’ Campaigns. The percentage of the contestants that advance to the Finals is ten (10) divided by the total number of Qualifying Contestants. A Finalist’s odds of winning the Grand Prize are 1/10.

PRIZES.

The following prizes will be available to be awarded (each, a “Prize”):

Qualifying Contestants with 1,000 + Campaign followers: All Eligible Entrants who obtains 1,000 or more followers but does not become a Finalist shall be eligible to receive the Film maker Gift Box (details here https://www.seedandspark.com/box). Sponsor will cover the cost of shipping. Finalists are not eligible to receive the Filmmakers Gift Box.

Approximate retail value: $8,000 Actual/appraised value may differ at time of Prize award. Approximate Date of Prize Fulfillment: within thirty (30) days after the Prize winner is selected and announce.

1 Grand Prize Winner will receive: (i) a television development deal with Band of Outsiders; (ii) $30,000 in cash, plus pitching expenses (travel, room and board for 1 person) for 1 pitch meeting; and (iii) coaching meetings.

Approximate Retail Value: $32,000 Actual/appraised value may differ at time of Prize award. Date for fulfillment of Grand Prize will be on or around the time such Prize winner is selected and announced, but is subject to change at Sponsor’s sole discretion.

The Straight to Series Winner will receive: (i) at least $50,000 to produce the winner’s entire web series for Fullscreen; and (ii) premiere of the entire series at SeriesFest in June 2017. Approximate Retail Value: $50,000 Actual/appraised value may differ at time of Prize award. Date for fulfillment of Grand Prize will be on or around the time such Prize winner is selected and announced, but is subject to change at Sponsor’s sole discretion.

PRIZE CONDITIONS AND RESTRICTIONS.

In addition to any other Prize restrictions or conditions contained in these Rules, the following shall apply to all Prizes: If for any reason any Prize is unavailable or any Prize or related event is delayed, cancelled or postponed, or for any other reason, Sponsor reserves the right to modify the Contest in its sole discretion and award a substitute Prize, or portion of a Prize, of comparable or greater value as set forth in these Rules. The Prizes are not transferable, assignable or redeemable for cash except in the Sponsor’s sole discretion. The Contest Entities shall have no responsibility or obligation to an Entrant who is unable or unavailable to, or who does not for any reason, accept or utilize the Prize. All costs and expenses not specifically listed above as part of the Prize are solely the responsibility of the Entrant.

PRIZES ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ENTRANTS ACKNOWLEDGE THAT THE CONTEST ENTITIES HAVE NEITHER MADE NOR ARE IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO THE PRIZES.

No transfer, substitution or cash equivalent for prizes is allowed, except at Sponsor’s sole discretion. Sponsor reserves the right to substitute a Prize, in whole or in part, of equal or greater monetary value if a Prize cannot be awarded, in whole or in part, as described for any reason. Value is subject to market conditions, which can fluctuate and any difference between actual market value and actual retail value will not be awarded. The Prize(s) may be subject to restrictions and/or licenses and may require additional hardware, software, service, or maintenance to use. Prize winners shall bear all responsibility for use of the Prize(s) in compliance with any conditions imposed by such manufacturer(s), and any additional costs associated with its enjoyment, use, service, or maintenance. Sponsor has not made and is not responsible in any manner for any warranties, representations, or guarantees, express or implied, in fact or law, relating to the Prize(s), regarding the use, value or enjoyment of the Prize(s), including, without limitation, its quality, mechanical condition, merchantability, or fitness for a particular purpose, with the exception of any standard manufacturer's warranty that may apply to the Prize or any components thereto.

To be eligible to be selected as a winner and to receive a Prize, the potential winner may be required to sign and return to Sponsor and/or Prize Provider, within ten (10) business days of issuance of such documentation from such party, an Affidavit of Eligibility and Release that: (a) releases Contest Entities from any and all liability, loss, claims, demands, and causes of action for personal injuries or death and/or damage to personal or real property, theft, loss, or any other harm suffered directly or indirectly from a potential winner’s participation in the Contest, including, but not limited to, traveling to, preparing for and/or participating in any Prize-related activity, or the acceptance, possession, or use or misuse of any Prize; and (b) except where prohibited by law, grants the Contest Entities the right to use such potential winner’s name, picture and/or likeness, or biographical information or voice for trade, advertising and publicity purposes, in any media now known or hereafter devised, throughout the world, in perpetuity, without additional compensation or consideration or notification. Entry into the Contest constitutes an agreement to sign such Affidavit of Eligibility and Release. If a potential winner does not sign this release and return it within the time frame specified, the potential winner may be disqualified, at Sponsor’s sole discretion, and the Prize forfeited. By participating in Contest, each Entrant acknowledges that the Contest Entities have not and will not obtain or provide insurance of any kind relating to the Prizes and that each Entrant will be responsible for obtaining and paying for any form of insurance relating to the Prizes that each Entrant deems appropriate.

If an Entrant has a fiscal sponsor attached or associated with such Entrant’s submitted Web Series, it is the sole responsibility of the Entrant to ensure that winning the Contest would not negatively effect such fiscal sponsorship or sponsor. Entrant must provide proof of same to Sponsor and/or the Prize Provider upon becoming a Finalist, and hereby agrees to indemnify, defend and hold Sponsor and the Prize Providers harmless from and against any and all claims, damages or liabilities resulting from Entrant’s breach of the foregoing.

If selected as a the Grand Prize winner, the Grand Prize winner may be required to sign a travel release prior to traveling. All travel arrangements must be made through Sponsor. The trip portion of the Prize will consist of economy-class airfare for one person from a major airport that is the closest to the Grand Prize winner’s residence to the location of the pitch meeting (date of pitch meeting will be determined by Sponsor in their sole discretion); three (3) meals a day for one (1) day; hotel accommodations for a minimum of one (1) night (hotel chosen at Sponsor’s discretion); and transport to and from the airport, and from the hotel to the pitch meeting. Airfare, hotel accommodations, and transport will be arranged at Sponsor’s discretion – certain blackout dates and travel restrictions may apply. The Grand Prize winner is responsible for transport from his or her home to and from the airport and any other incidentals or expenses. Once trip dates have been booked, no change, extension or substitution of trip dates is permitted, except at Sponsor's sole discretion and/or with Sponsor’s approval. Any additional costs incurred from such a change, extension or substitution will be the Grand Prize winner’s sole responsibility. No extension or change of trip dates permitted. Sponsor will not replace any lost or stolen tickets, travel vouchers, certificates or similar items once they are in winner's possession, or in the possession of winner's guest. If the winner lives within 100 miles of prize destination city, the air transportation portion of the prize will not be awarded and ground transportation will be substituted and no additional compensation will be provided. The Grand Prize winner is solely responsible for obtaining all necessary and required travel documents (passport, etc.) in order to travel. Sponsor, its affiliates, subsidiaries, divisions, shall not be responsible for any cancellations, delays, diversions or substitution or any act or omissions whatsoever by the air carriers, hotels 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. Sponsor shall not be liable for any loss or damage to baggage. In the event the Grand Prize winner is unable to attend the pitch meeting or is otherwise unable to redeem any other portion of the Prize, Sponsor shall have no responsibility or obligation to reschedule the pitch date, substitute the travel portion of the Prize for another prize, or compensate the Grand Prize winner for the cash equivalent. All interpretations of these Rules and determinations made by Sponsor and/or the Selection Committee relating to the Contest are final and binding.

TAXES.

AWARDS OF PRIZES ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT THEY SUBMIT TO SPONSOR ALL DOCUMENTATION REQUESTED BY SPONSOR TO PERMIT IT TO COMPLY WITH ALL APPLICABLE STATE, FEDERAL AND LOCAL TAX REPORTING ALL PRIZES WILL BE NET OF ANY TAXES SPONSOR IS REQUIRED BY LAW TO WITHHOLD. TO THE EXTENT PERMITTED BY LAW, ALL TAXES IMPOSED ON PRIZES ARE THE SOLE RESPONSIBILITY OF THOSE WHO RECEIVE THEM. The Entrants are responsible for ensuring that they comply with all the applicable tax laws and filing requirements. If a potential winner fails to provide such documentation or comply with such laws, the prize may be forfeited and Sponsor may, in its sole discretion, select an alternate potential winner.

COLLECTION AND USE OF PERSONAL INFORMATION.

All personal information submitted by Entrants, including without limitation name, mailing address, phone number, and email address will be subject to and will be treated in a manner consistent with Sponsor’s Privacy Policy accessible at https://www.seedandspark.com/privacy-policy. All personal information submitted with an entry may be collected, processed, stored and otherwise used by Sponsor for the purposes of conducting and administering the Contest. By participating in the Contest, entrants hereby acknowledge and agree that Sponsor may collect and use their personal information in compliance with Sponsor’s Privacy Policy and acknowledge that they have read and accepted this Privacy Policy. Entrants further acknowledge and agree that personal information may be shared with third parties that have a need to know the information, such as the Selection Committee, Prize Providers or third parties that we retain to assist in administering the Contest; however those third parties may only use the information for purposes related to the Contest. Please do not submit an entry if you do not agree to these terms or to the terms of Sponsor’s privacy policy.

PUBLICITY.

By participating in the Contest, each Finalist grants Sponsor, the Prize Providers, and their respective representatives, affiliates, licensees and assigns, the right to use their name, likeness, biographical information and the title, a summary, information about, and/or clips from the submitted Web Series in any and all media for any promotional purpose (including paid promotion) without further consent or compensation to Entrant.

By entering the Contest, all Entrants agree to participate in any media or promotional activity resulting from the Contest as reasonably requested by Sponsor, at Sponsor’s expense.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; RELEASE.

By entering, each Entrant warrants and represents the following with respect to its Entry: (a) the contents of the Entry and the submitted Web Series are 100% original and, as such, Entrant is the sole and exclusive owner and rights holder of the submitted Web Series and all other information provided in the Entry and that Entrant has the right to submit the Web Series in the Contest and grant all required licenses; (b) the contents of the Entry and the submitted Web Series will not infringe on any rights of any third parties; and (c) Entrant has not and will not take any action that interferes with the rights granted to Sponsor or the Prize Providers under these Rules.

By participating in the Contest, all Entrants agree to indemnify, defend and hold harmless the Contest Entities from any and all damages, claims, and liability (including attorney’s fees and costs) arising out of or relating in any way to Entrant’s breach of the representations and warranties made herein, Entrants breach or violation of any of these Rules, and/or otherwise arising out of or related to Entrant’s participation in the Contest and/or acceptance or use of any Prize, and Entrant agrees to release all rights to bring any claim, action or proceeding against the Contest Entities. This includes, but is not limited to, any and all claims, demands, and causes of action for personal injuries or death and/or damage to personal or real property, theft, loss, or damage of any kind, or any other harm suffered directly or indirectly arising from or in connection with any Entrants participation in and/or entry into the Contest or acceptance or use of any Prize or, including, but not limited to, traveling to, preparing for and/or participating in any Prize related activity and for any claims based on publicity rights, defamation, invasion of privacy and merchandise delivery.

ELIMINATION/ DISQUALIFICATION.

All federal, state and local laws and regulations apply. Sponsor reserves the right to disqualify any Entrant from the Contest if, in Sponsor’s sole discretion, it reasonably believes that the Entrant has attempted to undermine the legitimate operation of the Contest by cheating, deception, or other unfair playing practices or annoys, abuses, threatens or harasses any other Entrant(s), Sponsor, or the Judges. Any false information provided within the context of the Contest by Entrant concerning identity, mailing address, telephone number, email address, ownership of right or non-compliance with these Rules or the like may result in the immediate elimination of the Entrant from the Contest. Sponsor further reserves the right to disqualify any Entrant who tampers with the submission process or any other part of the Contest or who is found to be ineligible to enter or are found to be in violation of these Rules or of the of the below Prohibited Conduct. If an Entrant is disqualified, Sponsor reserves the right to terminate that Entrant’s eligibility to participate in the Contest.

ENTRANT CODE OF CONDUCT

Each Entrant is responsible for complying fully with both the letter and spirit of these Rules. On pain of disqualification, all Entrants are strictly prohibited from, in any degree, and in connection with any portion of Contest engaging in the following conduct (the “Prohibited Conduct”): (a) Interfering, in any way, with the legitimate administration of the Contest; (b) Employing any technological device in order to neutralize or evade security measures put in place by Sponsor to protect the integrity of the Contest; (c) Including false or misleading information in a submission or any other materials submitted in connection with the Contest; (d) Violating any third party’s rights, including rights protected by the United States Copyright Laws, in connection with a submission or participation in the Contest; (e) Engaging in conduct which raises material questions about the entrant’s honesty, integrity, or character or which may subject Sponsor to disrepute by association; (f) Engaging in, or encouraging others to engage in, conduct that violates the law or another party’s legal rights; (g) Making false or materially misleading statements, or omissions, when asked to respond to a complaint or other inquiry from Sponsor; (h) Engaging in any act, course of conduct, or omission that Sponsor reasonably believes to be inconsistent with the spirit of the Contest, or its fair administration; (i) Using any aspect of the Contest as a platform for political advocacy or advancing a partisan agenda; (j) Discriminating against, disparaging or denigrating anyone on account of race, age, gender, disability, sexual orientation, ethnicity, religion, political orientation, national origin, ancestry, marital status, veteran status or mental or physical disability; (k) Disparaging or denigrating a product, service, person, company or organization including, but not limited to, Sponsor and its partners; (l) Promoting or advocating for a religion or any particular religious point of view in connection with the Contest, or engaging in proselytizing, which includes but is not limited to, acts meant to advance a religious denomination or expand its membership or encourage conversion; or (m) Making statements that contain profanity, are overtly sexual or violent, that suggest an intent to abuse or harm others, or that are otherwise gratuitous or offensive. Sponsor will, in its sole discretion, determine whether or not an entrant has violated any of the forgoing Prohibited Conduct or any other provision of these Rules.

NOT AN OFFER OR CONTRACT OF EMPLOYMENT; NO GUARANTEES

Under no circumstances shall the submission of an entry to the Contest, the awarding of a Prize, or anything in these Rules be construed as an offer or contract of employment with Sponsor, the Prize Providers or any third party. Entrants acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between Entrant and Sponsor or the Prize Providers and that no such relationship is established by Entrant’s entry into the Contest.

Notwithstanding anything herein to the contrary, there are no guarantees, warranties, or representations whatsoever by the Sponsors or Prize Providers, or any other person or entity that any submitted Web Series will be sold, picked-up, distributed, licensed, or otherwise exploited in any manner, and there is no obligation for such persons to do so.

GOVERNING LAW; DISPUTES.

As a condition of entering the Contest, Entrant agrees that: (i) under no circumstance will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to claim, punitive, incidental, consequential or any other damages, other than for out-of-pocket expenses; (ii) all causes of action arising out of or connected with the Contest, or any prize awarded, shall be resolved individually -- without resort to any form of class action -- by BINDING arbitration (by a single neutral arbitrator) in accordance with the expedited rules of the American Arbitration Association; (iii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but in no event SHALL SUCH CLAIMS, JUDGMENTS OR AWARDS INCLUDE attorneys’ fees. The Contest and these Rules shall be governed by and construed in accordance with the laws of the state of California exclusive of any Conflict or choice of law rules; and (iv) the parties consent to exclusive personal jurisdiction in California.

WINNER’S LIST

You may view a list of the names of the Finalists and the winners at www.seedandspark.com after all winners are selected and announced until removed by Sponsor at it’s sole discretion.

ADDITIONAL TERMS:

Sponsor reserves the right, throughout all phases of the Contest, to take any additional steps it deems reasonably necessary to ensure that each Entrant meets the qualification standards set forth herein, has otherwise complied with these Rules, and is not engaged in any morally suspect activity. Entrants agree to comply with all such measures and understand that their continuing eligibility to participate in the Contest (including the right to receive any Prizes in connection therewith) is expressly conditioned on such compliance.

Contest Entities are not responsible if the Contest cannot take place, or if any Prize cannot be awarded due to delayed, interruptions or failures due to acts of God, war, natural disasters, weather, acts or threats of terrorism, strikes, lockouts, labor disputes, work stoppages, fire, acts of government, or other events outside of the reasonable control of the Contest Entities. If, for any reason, the Contest is not capable of running as planned, including (but not limited to) because of: computer virus, bugs, tampering, fraud, technical failures, or any other cause, Sponsor reserves the right, in its sole discretion, to cancel, modify, or suspend the Contest without liability of any kind to the Entrants. Sponsor reserves the right to modify and amend these Rules from time to time during Contest for clarification purposes. Failure by Sponsor to enforce any term of these Rules shall not constitute a waiver of that provision.

To the extent that any provision of these Rules or any paragraph, term, sentence, phrase, clause or word of these Rules shall be found to be void, illegal or unenforceable for any reason (and not subject to further appeal), (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect, and (ii) the illegal, invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

The Contest Entities assume no responsibility for and will disqualify entries that are: stolen, late, lost, illegible, incomplete, invalid, unintelligible, altered, tampered with, unauthorized, fraudulent, damaged, destroyed, delayed, misdirected, not received, or that have incorrect or inaccurate information, whether caused by any of the equipment or programming associated with or utilized in the Contest, or by any human, mechanical or electronic error which may occur in the processing of the entries in the Contest, or other errors appearing within these Rules or in any Contest related advertisements. The Contest Entities assume no responsibility for any typographical or other error in the printing of the offer, administration of the Contest, errors in processing entries, identifying the finalist and/or winners, in the announcement of the Prizes and finalists and/or winners, and the delivery of the Prizes, any problems or technical malfunction of any telephone network or lines, mobile phone, computer systems, online systems, servers or providers, computer equipment, software, failure of any e-mail on account of technical problems or traffic congestion on the Internet or on any web site, or any combination thereof, including, without limitation, any injury or damage to Entrant’s or any other person’s computer system/software or mobile phone or other portable electronic device related to or resulting from downloading any materials in connection with the Contest.

As a condition precedent to participating in this Contest, each Entrant hereby agrees that with respect to the Contest and such Entrant’s Entry, Seed&Spark’s Terms of Service Section XI (which can be found here: https://www.seedandspark.com/terms-service) shall be amended so that all rights granted and representations/warranties made to “Seed&Spark” or “Company” shall extend to all Contest Entities and their respective (and, for the avoidance of doubt, Seed&Spark’s) parent companies, affiliates, subsidiaries, officers, directors, employees, advertising and promotion partners and agencies.

ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAW AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

Failure by any Entrant to comply with the any of these Rules may result in disqualification from the Contest, with no further obligation or liability on the Sponsor or the Prize Providers or any third party whatsoever, which determination shall be made by the Sponsor in their sole discretion.

Copyright Seed & Spark Inc. 2016. All Rights Reserved.

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