Submission Submissions have closed for this competition.   Terms & Conditions PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENTERING A COMPETITION AND SUBMITTING YOUR SHORT FOR CONSIDERATION, YOU ARE GRANTING RIGHTS IN YOUR SHORT 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 Short meeting the requirements of Paragraph 2. b. “Company” means Filmaka Inc. c. “Competition(s)” means one or more of the four (4) Quarterly Competitions being operated by the Company for WOEIGO. d. “Delivery Rules” means the Delivery Rules for Shorts that are submitted for the Quarterly Competitions. e. “Jury” means a panel of up to six (6) jurors appointed by the Company and WOEIGO for each Quarterly Competition. f. “License Period” means a period of time commencing from the date of your submission to the Company of your Short and ending on the date which is one (1) year after the final date for submission of Shorts for the Quarterly Competition for which your Short was submitted (the “License Period”). g. “Member” means an individual who has validly joined the membership of Company as determined by Company in its sole discretion. h. “Microsoft Properties” means (a) the web sites, web pages and services owned or operated by Microsoft and located at the domains www.msn.com and www.live.com and any successor, similar or replacement versions of such web sites or services, regardless of whether or not marketed or promoted under the same name, and accessible via various internet-enabled devices, including but not limited to personal computers, mobile devices and television or gaming consoles, (b) web sites, web pages or services that are owned or operated by a Microsoft advertising distribution partner, and (c) Microsoft software applications, services or tools. i. “Quarterly Competitions” means one of the four (4) Competitions being operated by the Company for WOEIGO. j. “Rights” has the meaning set forth in Paragraph 3. k. “Shorts” means the short films (between one minute and three minutes in length) submitted for the Quarterly Competitions. l. “Terms and Conditions” means these Terms and Conditions. m. “WOEIGO” means What On Earth Is Going On? Two Limited. 2. Submission Requirements. In order to validly submit a Short for a Quarterly Competition, 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 a Member. b. The Short must be based on the theme designated by the Company for the Quarterly Competition for which you are submitting the Short; c. The Short must not contain any content that would be rated more restrictively than “R“; d. You must submit your correct email address; e. You must accept these Terms and Conditions; f. You must enter a valid electronic signature; g. You must meet the Delivery Rules which are deemed to be a part of these Terms and Conditions and are incorporated herein by reference; h. You must be of legal age in the jurisdiction in which you live. i. You must provide appropriate banking documentation, as determined by the Company in its sole discretion. 3. Grant of Rights. . By uploading a Short for a Quarterly Competition, you hereby grant to the Company the following rights (the "Rights"): a. an exclusive license for the License Period of all rights in the Short and all underlying material thereto, including, without limitation, the exclusive, worldwide right to exploit, sublicense, and assign the Short and all ancillary and derivative rights thereto in all media now known or hereafter devised in any and all languages (the "Exclusive Rights") including the right to permit such Short to be posted and viewed by third parties on the Company's website and on the Microsoft Properties; b. a twelve-month option (the “Option”) commencing from the date which is the final date for submission of Shorts for the Quarterly Competition for which your Short was submitted (the “Option Period”) to acquire the Exclusive Rights, including without limitation all rights protected under Section 106 of the Copyright Act, to such Short. This option shall be deemed to have been timely exercised by the Company unless Company sends an email notice to you prior to the expiration of the Option Period notifying you of Company’s decision not to exercise the Option. c. 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, service providers, and assignees unless prohibited by law. d. during the License Period and thereafter in perpetuity if the Option is deemed exercised, the right to change, add to, take from, translate, reformat or reprocess the Short 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 exploitation of the Short. 4. Quarterly Competition and Awards. For each Quarterly Competition, the Company and WOEIGO will choose fifteen (15) Shorts (the “Short Films”). If a Short which you submitted is selected as a Short Film, the Company will pay you One Thousand Five Hundred Dollars ($1,500), subject to Paragraph 6.b. of these Terms and Conditions. For each Quarterly Competition, the Jury will select two (2) winners from the group of Short Films for such Quarterly Competition. The eight (8) winners from the Quarterly Competitions will be awarded Ten Thousand Dollars ($10,000) each to be used to create a five (5) minute film based on a specific theme chosen by the Company and WOEIGO (the “Films”). The Company and WOEIGO will jointly oversee production of the Films. 5. Consequence of Invalid Submission. If a submission of a Short is invalid for any reason, the Company will have the right, in its sole discretion, to implement one or more of any of the following sanctions: a. Forfeiture of any award money for that submission. b. Rejection or rescission of Acceptance and of the Short’s status as a Short Film or Film (in which case the remaining Shorts shall move up one place); or c. Refusal to accept future submissions. 6. Competition Restrictions. a. The Company reserves the right to cancel a Quarterly Competition in the event that the Company determines, in its sole discretion, that there are an insufficient number of entries submitted for a Quarterly Competition. b. With respect to a Short Film or Film, no award money will be awarded without submission of a technically acceptable master and appropriate tax and banking documentation, both as determined by the Company in its sole discretion. 7. Your Representations and Warranties. You represent and warrant that you have the full right and authority to grant the Rights and that the exploitation of the Rights will not violate any rights of any persons. 8. Indemnity. You hereby indemnify and hold us harmless if we incur any loss, cost, or expense (including attorneys’ fees), due to any claim by you or any other parties relating to our exploitation of the Rights. 9. No Downloading or Copying. You agree not to download or copy any Shorts, and you will indemnify the Company for any loss, cost, or expense (including attorneys’ fees) if you breach this provision. 10.Notices. All notices shall be in writing and shall be delivered by e-mail to each party’s last known email address. 11. 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. 12.Amendment. The Company reserves the right to amend these Terms and Conditions at any time by posting notice thereof on its website. 13..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 courts located in Los Angeles, California and you expressly consent to the jurisdiction of such courts. 14. Taxes. By law, the Company is required to withhold Thirty Percent (30%) of all 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 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. 15. Disclaimer. It is possible that Shorts posted to the Company’s website and the Microsoft Properties may be downloaded or copied by third parties without our permission, and you waive any claim against the Company, WOEIGO or their assignees or licensees 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 submissions, 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 submission information; typographical or system errors; any viruses transmitted to computers of Members 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 Competition. Entries that are generated by a script, macro or other automated means and/or otherwise not in compliance with these rules will be disqualified. Company shall have the sole and absolute discretion to determine if a submission is in compliance with these Terms and Conditions. Company is not responsible for typographical or other errors in the offering or administration of this Competition, including but not limited to errors in advertising, the Terms and Conditions, the Delivery Rules, the selection and announcement of winners or the distribution of any award. Company shall not be responsible for any injury or damage to a Member’s or any other person’s computer related to or resulting from participating in the Competition, or downloading any material for the Competition which may limit a Member’s ability to participate. Company may disqualify anyone from participating in the Competition or winning an award, if in its sole discretion, it determines that such person is attempting to undermine the legitimate operation of the Competition by cheating, hacking, deception or other unfair practices or intending to annoy, abuse, threaten or harass any other Members or Company’s representatives. Company reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Competition 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 Competition. CAUTION: ANY ATTEMPT BY A MEMBER TO DELIBERATELY DAMAGE THE COMPANY’S WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE COMPETITION 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 MEMBER TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Company shall have the sole right to disqualify anyone for violation of these Terms and Conditions or any applicable laws relating to the Competition, or tampering with any element of this Competition, and to resolve all disputes in its sole discretion. The Terms and Conditions, as set forth herein, 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 Competition, be liable for personal injuries, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Competition 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. 16. 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. You appoint us 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 our written request. 17. Disqualification. THIS COMPETITION IS VOID WHERE PROHIBITED BY LAW. Persons included in either of the following categories are not eligible to participate or win a prize: (a) persons who are employees or agents of Company or WOEIGO or their parent companies, affiliates, subsidiaries, advertising or promotion agencies, and their 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 of, or selection of the winners for, this Competition. 18. 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.