COMPETITION

DELIVERY RULES

FILMAKA’S HFT CHALLENGE:
OFFICIAL RULES

1. CHALLENGE OBJECTIVE/DESCRIPTION: The HFT Challenge (the "Challenge") of Filmaka Inc. ("Filmaka") will begin on or about March 10, 2011 at 5:00:00 pm PT and end on April 4 , 2011 at 11:59:59 pm PT (the "Challenge Period"). The Challenge is designed to provide bidders ("Bidders") with an opportunity to bid for a production assignment to write and create Commercials (as defined below) that capture and articulate the selling points of the Harbor Freight Tools (“HFT”) Brand as set forth in the Creative Brief. The ten (10) winners who submit the Bids deemed best by HFT and Filmaka receive $500 each (the “Winners”). In addition, in HFT’s sole discretion, HFT may give one or more of the Winners the Challenge production assignment (the "Production Assignment") whereby HFT finances the production of a Commercial in the amount set forth below. Producers of the Production Assignment are herein referred to as "Producers".
Subject to the sole discretion of Filmaka and HFT, the Commercials will be made available for viewing online at www.filmaka.com/HFT (the "Challenge Site"), and potentially, as promotional pieces on the internet and on television, in each case in the sole discretion of Filmaka and HFT, and without additional compensation, except as expressly provided in these Rules.
The Challenge will be conducted in two phases. During Phase One, each Bidder will bid for the Production Assignment by submitting a Bid (as defined in Rule 4 below). Each Bid will be evaluated by Filmaka and HFT to determine, in their sole discretion, the ten (10) Winners. During Phase Two, HFT in its sole discretion may select a Producer to produce and deliver two versions of a commercial, which are fifteen (15) and thirty (30) seconds in length, based on his/her Bid selected in Phase One (the "Commercial").
2. ELIGIBILITY: The Challenge is open to legal residents of the fifty (50) United States, the District of Columbia, and US territories/possessions and, in each case, who have reached the age of majority in their jurisdiction of residence and who are registered members of www.filmaka.com (the "Filmaka Site") at the time of entry.
3. FILMAKA REGISTRATION: To become a member of Filmaka, register at the Filmaka Site and follow the on-screen instructions to complete your free registration. If a Bidder cancels his/her Filmaka membership during the Challenge Period, his/her Bid will be deemed void and such Bidder will no longer be eligible to participate in the Challenge.
4. HOW TO SUBMIT A CHALLENGE ENTRY:
(a) Phase One: Bid for Production Assignment
Phase One begins on or about March 10,2011 at 5:00:00 pm PT and ends on April 4, 2011 at 11:59:59 pm PT. To bid for the Production Assignment, create and submit your Bid (defined below). Once you have registered in accordance with Rule 3 above, visit the Challenge Site and follow the onscreen instructions. Bidders will submit a Bid for Short Film production based on the Creative Brief (available at the Challenge Site which is incorporated into the Rules by this reference, which describes the theme of the Challenge ("Theme") and must include a treatment or screenplay of the potential Commercial examples of potential locations, a budget breakdown for the proposed Commercial and links to your previous work, if any (collectively, a "Bid"). Bids must also include materials as required at the Challenge Site, such as storyboards and/or mood boards. All written Bid elements must be provided in English, and must be typed, and all Bids must comply with the Submission Requirements in 5 below to be eligible for the Challenge. As part of the Bid submission process, you will be required to sign by electronic signature that you have read and understand these Rules and that you agree to be bound by these Rules, by the Filmaka Site Terms of Service and Privacy Policy set forth at the Filmaka Site, and by the decisions of Filmaka, which are final and binding on all matters relating to this Challenge. All Bids must be received by April 4, 2011 at 11:59 pm PT to be eligible for the Challenge, unless specified otherwise by Filmaka in its sole discretion. Bidders may submit multiple Bids and are eligible for multiple selections. To submit a Bid, follow the onscreen instructions at the Challenge Site.
(b) Phase Two: Production Assignment
Phase Two begins April 5, 2011 at 00:01 am PT and ends on or about April 18, 2011 at 11:59:59 pm PT. During Phase Two, HFT and Filmaka will examine and evaluate the Bids and decide on the ten best Bids. On or about April 20, 2011 each of the up to ten (10) Winners selected will receive Five Hundred Dollars each ($500). Thereafter, in HFT’s sole discretion, the Production Assignments will be awarded (if any) and each Producer will receive Thirteen Thousand Five Hundred Dollars ($13,500), payable in an initial payment of 80% upon selection to produce and deliver the Commercials based on his/her selected Bid and that otherwise complies with the Delivery Rules available at the Challenge Site which are incorporated into these Rules by this reference. Each selected Producer will be selected as defined in the Creative Brief and a Producer may be selected to produce more than one Commercial. Upon delivery of the Commercials by each Producer to Filmaka and acceptance of delivery of the Commercials and all related materials by Filmaka, Filmaka will pay to each such Producer a delivery payment of 20%. Payments will be made by wire transfer or in the form of a check payable to the Producer.
To upload your Commercials, follow the onscreen instructions at the Challenge Site. Pre-Production will commence at the discretion of HFT and Filmaka after April 18, 2011. Producers must be available to produce their Commercials or they will loose the Production Assignment. The schedule is subject to change. Producers must provide rough cuts at least one week prior to delivery. During the Challenge, Bidders and Producers may be asked to participate in a pre-production call with HFT which shall have approval over aspects of production such as casting, locations and costumes. During the production phase, Producers will be required to deliver a rough-cut. HFT and/or Filmaka may provide feedback to the rough-cut which will need to be addressed prior to completing the Commercials.
In the event of a dispute regarding the identity of the person submitting a Bid and/or Commercials, the Bidder and Producer will be deemed the person who registers at the Challenge Site.

5. SUBMISSION REQUIREMENTS:
All Bids and Commercials must comply with the following requirements:
• All Bids and Commercials must be the original work of the Bidder, must not have been previously published or exploited in any manner or medium, or must be licensed in accordance with the Delivery Rules, must not have won previous awards and must not infringe upon the copyrights, trademarks, rights of privacy or publicity of any person, living or dead, or other rights of any person or entity.
• Bidder shall indemnify Filmaka, HFT and certain other persons and entities in accordance with Section 10(F) of these Rules. Bidders shall be responsible for obtaining, and all Bidders will be required to submit, written releases from any individual appearing in any Bids and Commercials which grant to Bidder the right to use his or her name, likeness and performance in connection with Bidder’s Bid in this Challenge, and all related uses by Filmaka and HFT, which uses will be determined within Filmaka’s and HFT’s sole and absolute discretion. In the event that any person appearing in any Bids or Commercials is a minor, the release must be obtained from such person's parent or legal guardian. Filmaka reserves the right to request proof of such release in a form acceptable to Filmaka from any Bidder at any time during or after the Challenge, and to disqualify any Bidder at any time that is unable to provide such proof to the satisfaction of Filmaka.
• Bids and Commercials cannot be submitted if Bidder or third parties who work with Bidder in conjunction with his/her Bid or Commercials are under any contractual relationship including, but not limited to, guild and/or union memberships, acting, modeling, or talent contracts, that may prohibit them from participating fully in this Challenge, or from transferring all intellectual property rights to Filmaka or, HFT or otherwise allowing Filmaka or HFT to own and exploit, the Bids and Commercials worldwide in all media in perpetuity.
• Bids and Commercials cannot be sexually explicit or suggestive, contain full or partial nudity or any pornographic material or contain any content that is violent or derogatory of any ethnic, racial, gender, religious, professional or age group.
• Bids and Commercials cannot contain any content that is otherwise lewd, offensive, inappropriate, or obscene.
• Bids and Commercials cannot contain any content that is derogatory, profane, defamatory, libelous, slanderous or disparaging.
• Bids and Commercials cannot contain any content that is false, deceptive, misleading or otherwise not in compliance with applicable laws.
• Bids and Commercials cannot contain or promote the products or services of any company or entity, with the exception of HFT, or contain any trademarks, logos or trade dress or promote any brand or product or any kind except HFT.
• Bids and Commercials cannot communicate messages or images inconsistent with the good will and positive images which Filmaka and HFT’s desire to promote.
• Bids and Commercials must be based on the Theme designated under these Rules.
• Bids and Commercials must not contain any content that would be inappropriate for broadcasting on network television, as determined by Filmaka and HFT in their sole discretion.
• Bids and Commercials cannot promote any activity that is unsafe, hazardous or dangerous.
• Bids and Commercials cannot promote any activity that is prohibited by law.
• Bids and Commercials must meet all specifications set forth by the Filmaka in these Rules and on the Challenge Site, including length and format.
• Bids and Commercials cannot be based in whole or in part on the life of any real person.
• Final Commercials must be shot in HD.
• Absolutely NO USE of the HFT logo or any HFT intellectual property will be permitted by any Bidder or Producer outside of this Challenge.

Filmaka reserves the right in its sole and unfettered discretion to disqualify any Bid or Commercials that it believes violates or potentially violates any of the foregoing requirements or otherwise fails to comply with any provision of these Rules. The decision of the Filmaka on this and all matters pertaining to the Challenge shall be final and binding.
6. GRANT OF RIGHTS: By submitting a Bid and/or a Short Film to the Challenge, each Bidder hereby acknowledges and agrees that his or her Bid, Commercials and all other materials submitted in connection with the Challenge (collectively, the "Works") shall be deemed to be works made for hire for Filmaka, and that Filmaka shall be the exclusive owner, IN PERPETUITY, throughout the world, of all right, title and interest in and to such Works, including without limitation, all copyrights in and to the Works, and all renewals and extensions thereof, and that Filmaka shall have the right to create derivative works of, modify and exploit the Works in any manner and any media now known or hereafter developed throughout the world without restriction and without any additional permission from, or compensation to, Bidder.
In the event that for any reason, any Work, or any part thereof, is deemed not to be a work made for hire, Bidder hereby irrevocably assigns, transfers and conveys all rights in and to such Work to Filmaka, including without limitation all intellectual property rights contained therein or embodied thereby and all ancillary and derivative rights thereto in all media now known or hereafter devised.
The rights granted to Filmaka in the previous two paragraphs shall be referred to as the "Grant."
The Grant includes the right to change, add to, take from, translate, reformat or reprocess the Bid, Commercials, or any derivative works based thereon in any manner HFT may in its sole discretion determine. To the fullest extent allowable under any applicable law, you hereby irrevocably waive or assign to Filmaka any "moral rights" or "droit moral" in the Works. If under any applicable law the above waiver or assignment of moral rights or droit moral is not effective, your Bid and/or Commercials may not be eligible for the Challenge, which eligibility will be decided by Filmaka in its sole discretion.
Bidder hereby agrees to execute any documents and do any acts as may be required by Filmaka or HFT to further evidence or effectuate the rights of Filmaka and HFT set forth in this Challenge, including without limitation executing one or more intellectual property rights assignments, releases and/or waivers. Bidder hereby appoints Filmaka as its attorney-in-fact for such purposes with full power of substitution and delegation, exercisable in the event Bidder fails to promptly comply with its obligations in the previous sentence, which appointment is irrevocable and is coupled with an interest.
By submitting a Bid to this Challenge, Bidders agree that Filmaka may obtain other Bids that are similar or identical in theme, format or other respects to that submitted by Bidder. Bidders expressly waive any and all claims that they may have against Filmaka, HFT or their respective successors or assigns based on any claim that any Bid entered into the Challenge is similar or identical to their Bid. In the event that more than one Bid or Commercials with similar or identical elements is brought to Filmaka’s attention, the first such Bid or Commercials received will be accepted. Bidders further agree that none of Filmaka, HFT or their respective successors or assigns shall have any liability to Bidders for any direct, indirect, contributory, vicarious, secondary or other infringement or protection of any copyright in or to Bidder's Bid.
No Bids or Commercials will be returned to Bidder or Producer.
7. TAXES: By US tax law, Filmaka may be required to withhold 30% of all production payments payable to Producers and remit to the U.S. IRS unless the Producers are a U.S. citizen or resident and submits to Filmaka a signed Form W-9 with the Producer's social security number. All production payments are fully taxable to U.S. citizens or residents, and any withheld taxes (if no Form W-9 is submitted) will be available as a credit against such tax liability. Producers who are foreign persons should check with their local tax advisors as to whether the withheld taxes are available as a credit against local taxes.
8. GOVERNING LAW/LIMITATION OF LIABILITY, ETC.: Except where prohibited by law, as a condition of participation in the Challenge each Bidder agrees that: (A) any and all disputes, claims, and causes of action arising out of or connected with this Challenge or any production money awarded shall be resolved individually, without resort to any form of class action, and exclusively by state or federal courts situated in the State of Delaware; (B) any and all claims, judgments, and award shall be limited to actual out of pocket costs incurred but in no event attorneys fees; (C) no punitive incidental, special, consequential or other damages, including without limitation, lost profits will be awarded; (D) Bidder hereby waives all rights to claim special damages and all rights to have such damages multiplied or increased; (E) each Bidder and each Producer agrees that the only remedy available hereunder or with respect hereto shall be monetary damages and such Bidders and such Producers hereby waive all rights to or to claim injunctive or equitable relief against any party, including without limitation, Filmaka, Harbor Freight Tools, or any other Bidder; (F) Bidder shall indemnify and hold harmless Filmaka, Harbor Freight Tools and their respective parents, affiliates and subsidiaries, and each of their respective officers, employees, directors, legal representatives, agents, successors and assigns from and against any and all claims, liabilities, damages, costs, judgments, penalties and expenses of any kind (including, without limitation, reasonable attorneys’ fees and litigation costs, including without limitation any incurred in enforcement of this indemnity) arising out of, related to or based upon (i) Bidder’s participation in the Challenge or (ii) Bidder's breach of any representation, warranty or covenant in these Rules, in each case, including without limitation any and all claims that any Bid or Commercials infringes or misappropriates the copyrights, trademarks, or other intellectual property or other rights of any third party; and (G) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE RULES.
All issues, questions and disputes concerning the validity, interpretation and enforceability of these Rules shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed entirely therein.
Filmaka reserves the right to conduct background checks on all Bidders. Should it be determined that a Bidder and/or Producer has made a false statement in any document required by Filmaka, Filmaka reserves the right to disqualify the Bidder and/or Producer and to require the return of any payments that may have been awarded.
Filmaka is not responsible for technical malfunctions of electronic equipment, computer online systems, servers or providers, computer hardware or software failure, phone lines, failure of any Bid to be received by Filmaka on account of technical problems, traffic congestion on the internet or the website or for any other technical, human or other problems or errors, including telecommunication, miscommunication or failure and failed lost, delayed, incomplete, garbled or misdirected communications or for other errors or malfunctions of any kind whether network, printing, typographical, human or otherwise relating to or in connection with the Challenge. Filmaka reserves the right to modify, suspend, or terminate the Challenge in the event it becomes infected by a computer virus or is otherwise technically impaired and to cancel or suspend the Challenge in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, integrity, or proper play of the Challenge, including without limitation, earthquake, flood, fire, national disaster, act of God, labor controversy, civil disturbance, disruption of public markets, terrorism or other conflict. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE THE CHALLENGE SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CHALLENGE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE THE FILMAKA RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW AND TO DISQUALIFY SUCH PERSON FROM THE CHALLENGE.
Filmaka, HFT and their respective successors and assigns are not under any obligation to distribute, display, promote, or otherwise use Bids or Commercials.
9. ASSIGNMENT. Filmaka and its successors and assigns may freely assign any or all of their rights under these Rules and freely delegate any or all of their obligations under these Rules to any third party without limitation. Bidders and Producers may not assign any of their rights or delegate any of their duties under these Rules without the prior written consent of Filmaka, which may be withheld in its sole discretion. Any purported assignment or delegation in violation of this Section 11 is null and void. These Rules shall inure to the benefit of each party's successors and permitted assigns.
10. SEVERABILITY: If any provision(s) of these Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.
11. PRODUCER’S LIST: To obtain the Producer’s names send a written request to: Filmaka Inc., 7955 W.3rd Street, Los Angeles, California 90048.
Sponsor:
Filmaka Inc., 7955 W.3rd Street, Los Angeles, California 90048. HFT is not a sponsor of this Challenge.
 


DELIVERY RULES

1. Please make sure to keep your work to fifteen (15), thirty (30) and sixty (60) seconds in length.
2. Your Commercials must be shot in HD
3. Please make sure to avoid the following in your content: any material that would not be suitable for broadcast on US network television.
4. Your pitch must include page number, your name, phone number and e-mail address ON EVERY PAGE and the URL of your Filmaka profile, where we can find your PICTURE and SHORT BIOGRAPHY and examples of your work. Your pitch should be submitted in one PDF file (NO ZIP FILES. Please do not send multiple files for each component of your pitch. Here is the link to the free PC software. http://www.primopdf.com (Please adjust your PDF converter settings to create a file size less than 2MB). For Mac users: Please use the inbuilt capability of Mac computers to create PDF's in the print command dialog box in the lower left hand corner.

5. Please make sure to have everybody who appears recognizably in your Commercials executes a talent release form which can be downloaded by clicking on this link. Please note that you must use this talent release form in English for this Challenge for all of your actors and participants etc. No other forms will be accepted.
6. Please make sure to have everyone who participated in the writing of the story or screenplay of your Commercials to execute an Assignment Agreement Form. You can download the appropriate Assignment Agreement Form from this website. Please make sure to use the Assignment Agreement Form in English for this Challenge for all of your actors and participants etc., no other forms will be accepted.
7. Please obtain location releases for all locations featured in your Commercials. You can download the appropriate Location Release Form from this website.
8. Please make sure that you use only self-composed and self-recorded music, or only fully licensed third-party music. The music licenses must cover the publishing and the synch license. You can download the appropriate music release form from this website. Please make sure to use the music release form in English for this Challenge. No other forms will be accepted.
9. Please make sure to keep the master tape/DVD that contains your work professionally stored at all times. At Filmaka, Inc.’s direction, please make sure to deliver your master and any copies/dupes you have made of the master to Filmaka, Inc. at the below address.
Filmaka, Inc. 7955 W. 3rd Street Los Angeles, CA 90048 USA
10. Please note that your content becomes the exclusive property in perpetuity of Filmaka, Inc. and HFT as applicable, and their respective successors and assigns.
11. All submissions must adhere to the detailed rules outlined in the password protected brief accessible at www.filmaka.com/HFT.

Filmaka Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENTERING THIS CHALLENGE AND SUBMITTING YOUR BID FOR CONSIDERATION, YOU ARE GRANTING RIGHTS IN YOUR BID OR COMMERCIAL TO FILMAKA INC. AS STATED IN THESE TERMS AND CONDITIONS.

1. Definitions. Capitalized words used herein have the following meanings:
a. "Acceptance" means the Company's acceptance of a Script or Music Video meeting the requirements of Paragraph 2.
b. "Bid" means a document in PDF format submitted to the Company which consists of written material for a Commercial, based on the theme described on the Company’s website for the Challenge, and includes supporting visuals.
c. "Company" means Filmaka, Inc.
d. "Challenge" means the "HFT" Challenge described on Company's website.
e. "Delivery Rules" means the Delivery Rules available on the Company's website.
f. "HFT" means Harbor Freight Tools, Inc.
g. "Member(s)" means an individual who has validly joined the membership of Company as determined by Company in its sole discretion.
h. "Commercial" means a video of thirty (30) and fifteen (15) seconds (two versions) in length.
i. "Rights" has the meaning set forth in Paragraph 3.
j. "Terms and Conditions" means these terms and conditions.

2. Submission Requirements. In order to validly submit a Bid for the Challenge, it must meet all of the following conditions for acceptance, as determined by the Company in its sole and absolute discretion:
a. You must be of legal age to enter into legally binding agreements in the jurisdiction in which you live.
b. You must be a Member.
c. A Bid must be based on the theme designated by the Company for the Challenge on the Company’s website and must be your own work.
d. A Commercial based thereon must not contain any content that would be inappropriate for broadcasting on network television, as determined by Company in its sole discretion.
e. A Commercial must be fifteen (15), thirty (30) and sixty (60) seconds in length.
f. You must upload your Bid and Commercial, if any, in a timely manner.
g. You must submit your correct email address.
h. If you have not previously worked with Company, you must submit samples of your work or provide a link to samples of your work.
i. You must accept these Terms and Conditions.
j. You must enter a valid electronic signature.
k. You must meet the Delivery Rules which are deemed to be a part of these Terms and Conditions and are incorporated herein by reference.
l. You must provide appropriate banking documentation, as determined by the Company in its sole discretion.
m. You may submit as many Bids as you like.

3. Grant of Rights.
By uploading a Bid and Commercial (if any) for the Challenge, you hereby grant to Company the following rights (the "Rights"):
a. all rights in the Bid and Commercial based thereon and all underlying material thereto, including, without limitation, the exclusive, worldwide right in perpetuity to exploit, sublicense, and assign the Bid and Commercial and all ancillary and derivative rights thereto in all media now known or hereafter devised in any and all languages, including without limitation all rights protected under Section 106 of the Copyright Act, to such Bid and Commercial based thereon (the "Exclusive Rights").
b. the right in perpetuity to use your name, address, voice, statements, biography, photograph, image and other likenesses without any further consideration, in any medium, including, without limitation, in still photos, film, video, television, radio and the internet, and in any publicity carried out by Company or any of its related entities, insurers, promotions companies and service providers, unless prohibited by law.
c. the right in perpetuity to change, add to, take from, translate, reformat or reprocess the Bid and Commercial in any manner Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, you hereby irrevocably waive or assign to Company your so-called "moral rights" or "droit moral." If under any applicable law the above waiver or assignment of "moral rights" or "droit moral" is not effective, you agree to exercise such rights reasonably and in a way that will not have a material adverse effect upon any other individual or upon Company’s or HFT’s exploitation of the Bid or Commercial.

4. Consequence of Invalid Submission. If a submission of a Bid or Commercial is invalid for any reason, Company will have the right, in its sole discretion, to implement one or more of any of the following sanctions: (a) to reject the Bid or Commercial or to rescind Company's Acceptance of theBid or Commercial; (b) to refrain from making or to rescind the payment of any money; and (c) to terminate the Member's status as a Member.

5. Challenge Restrictions.
a. You must be of legal age to enter into legally binding agreements in the jurisdiction in which you live.
b. Company reserves the right to cancel the Challenge in the event that Company determines, in its sole discretion, that there are an insufficient number of entries submitted for the Challenge or for any other business reason.
c. With respect to a Commercial, no money will be awarded without submission of a technically acceptable master and appropriate tax and banking documentation, both as determined by Company in its sole discretion.

6. Notification. Members will be notified by email. In the event that a Member does not respond to such notification within five (5) days, a disqualification and forfeiture may result.

7. Commercial. If your Bid is selected as a Production Assignment, you agree to direct and produce a Commercial based on your Bid and to deliver the Commercial to Company in accordance with Company’s direction. Production must take place in the United States. If you are from outside the United States and your Bid is selected as a Winner, the Company reserves the right to pair you with a director in the United States. If you are paired with a director in the United States and your Commercial is produced, you and the director will share equally the production fee awarded.

8. Your Representations and Warranties. You represent and warrant that (i) you are of legal age to enter into legally binding agreements in the jurisdiction in which you live; (ii) your Bid and any Commercials based thereon are wholly original with you; (iii) you have the full right and authority to grant the Rights as set forth herein; (iv) Company’s exploitation of the Rights will not violate or infringe any rights of any persons and (v) you are under no obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict you from entering into and freely performing your obligations under this agreement.

9. Indemnity. You hereby indemnify and hold Company, including but not limited to its employees, directors and assigns, harmless with respect to any loss, cost, or expense (including attorneys' fees), due to any claim by you or any other parties relating to the Rights or the exploitation thereof.

10. No Downloading or Copying. You agree not to download or copy any Scripts or Music Videos, and you will indemnify the Company for any loss, cost or expense (including attorneys’ fees) if you breach this provision.

11. Notices. All notices shall be in writing and shall be delivered by e-mail to each party’s last known email address.

12. Entire Agreement. These Terms and Conditions and the other items referred to herein represent the complete agreement of the parties relating to the subject matter hereof.

13. Amendment. The Company reserves the right to amend these Terms and Conditions at any time by posting notice thereof on its website.

14. Governing Law. These Terms and Conditions are governed by the laws of California (i.e., without regard to its conflict of law principles). The exclusive location for any litigation relating to these Terms and Conditions shall be the State and Federal courts located in Los Angeles, California and you expressly consent to the jurisdiction of such courts.

15. Taxes. By law, the Company is required to withhold 30% of all prize and award money and remit it to the U.S. IRS unless the Member is a U.S. citizen or resident and submits to the Company a signed Form W-9 with the Member's social security number. All prize and award money is fully taxable to U.S. citizens or residents, and any withheld taxes (if no Form W-9 is submitted) will be available as a credit against such tax liability. Foreign persons should check their local tax advisors as to whether the withheld taxes are available as a credit against local taxes.

16. Disclaimer. It is possible that a Bid or Commercial or material based thereon posted to a website may be downloaded or copied by third parties without permission, and you waive any claim against Company for such actions. Company is not responsible for telecommunications, network, electronic, technical or computer failures of any kind or for lost, stolen, misdirected, mutilated, damaged, garbled, delayed, misdirected, incorrectly addressed, undeliverable, destroyed, late, incomplete or illegible entries, including: any hardware or software failures of any kind; lost or unavailable network connections; failed, incomplete or garbled computer, telephone or satellite transmissions; incorrect, inaccurate transcription or loss of entry information; typographical or system errors; any viruses transmitted to computers of participants via the internet; problems or technical malfunctions of any telephone network or lines, computer online systems, servers, providers or computer equipment; or technical problems or traffic congestion on the internet or any combination thereof; or for any technical or human errors associated with the Challenge. Entries not in compliance with these Terms and Conditions will be disqualified. Company shall have the sole and absolute discretion to determine if an entry is in compliance with these Terms and Conditions. Company is not responsible for typographical or other errors in the offering or administration of this Challenge, including but not limited to errors in advertising, the selection and announcement of Semi-finalists and Winners, or the distribution of any award. Company shall not be responsible for any injury or damage to a participant’s or any other person's computer related to or resulting from participating in the Challenge, or downloading any material for the Challenge which may limit a participant’s ability to participate. Company may disqualify anyone from participating in the Challenge or winning a prize, if in its sole discretion it determines that person is attempting to undermine the legitimate operation of the Challenge by cheating, hacking, deception, or other unfair practices or intending to annoy, abuse, threaten or harass any other participants or Company’s representatives. Company reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Challenge at any time should virus, bugs, unauthorized human intervention, or other causes beyond the control of the Company corrupt or adversely affect the administration, security, fairness, integrity or proper operation of the Challenge. CAUTION: ANY ATTEMPT BY A PARTICIPANT TO DELIBERATELY DAMAGE THE www.filmaka.com WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CHALLENGE MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PARTICIPANT TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Company shall have the sole right to disqualify any participant for violation of these Terms and Conditions or any applicable laws relating to the Challenge, or tampering with any element of this Challenge, and to resolve all disputes in its sole discretion. The terms of this Challenge, as set forth in these rules, are not subject to amendment or counter-offer, except as set forth herein. In no event shall Company, its parents, partners, and affiliated companies, their respective agents, employees, directors, officers and legal advisors and any other companies or entities participating in the design, administration or fulfillment of this Challenge, be liable for personal injuries, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Challenge or acceptance of or use or inability to use a prize or parts thereof, including, without limitation, claims, suits, injuries, losses and damages related to personal injuries, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty, or other theory.

17. Further Actions. You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of these Terms and Conditions, including but not limited to the execution of an agreement to direct and produce a Music Video based upon your Script in the event that your Script is selected as a Semi-finalist. You appoint Company attorney-in-fact for such purposes (it being acknowledged that such appointment is irrevocable and coupled with an interest) with full power of substitution and delegation if you fail to do so within five (5) business days of Company’s written request.

18. Disqualification. THIS CHALLENGE IS VOID WHERE PROHIBITED BY LAW. Persons included in either of the following categories are not eligible to participate: (a) persons who are employees or agents of Company or its parent companies, affiliates, subsidiaries, advertising or promotion agencies, and its immediate families (spouse, parents, children and siblings and their respective spouses) and individuals living in the same household of such persons; and (b) persons who are engaged in the development of, production of, distribution of materials, or selection of participants and/or the Semi-finalists or Winners for this Challenge.

19. Execution. By clicking the appropriate "I Accept" button below, you are "signing" these Terms and Conditions for all purposes under applicable law, including the United States Copyright Act and the Electronic Signatures and Global and National Commerce Acts.