Project Greenlight Official Rules

The Project GreenLight Contest (the "Contest") is sponsored by LivePlanet, Inc., 7610 Beverly Boulevard, P.O. Box 48649, Los Angeles, CA, 90048, in conjunction with Miramax Film Corp. and Home Box Office (HBO) (such entities, collectively, the "Promoter") in connection with the Project Greenlight World Wide Web site (the "Site," located at https://www.projectgreenlight.xyz/). The Contest begins on September 25, 2000 at 9:00 a.m. Pacific Standard Time ("PST") (the "Start Date"), and ends on March 1, 2001 (the "End Date") (such period, the "Contest Period"). BY PARTICIPATING IN THE CONTEST, ENTRANTS FULLY AND UNCONDITIONALLY AGREE TO ACCEPT AND BE BOUND BY THESE OFFICIAL RULES.

1. ELIGIBILITY AND REGISTRATION TO PARTICIPATE IN THE CONTEST.

a. Eligibility in General. NO PURCHASE OR PAYMENT NECESSARY TO ENTER. The Contest is open to any individual who is, as of the Start Date, (i) a legal resident of one of the fifty (50) United States or the District of Columbia (specifically excluding Puerto Rico and all other territories) (the "Eligibility Area"), and (ii) 18 years old or older. Please note that misrepresentation of age, upon discovery by Promoter, will DISQUALIFY the applicable entrant. VOID OUTSIDE OF THE ELIGIBILITY AREA AND WHERE OTHERWISE PROHIBITED BY LAW (certain states may impose additional eligibility restrictions). Employees, officers, directors, shareholders, agents, and representatives of Promoter, Pearl Street Productions, Horsepower Entertainment, LivePlanet Films, and Fusion Studios, and their respective affiliates, subsidiaries, advertising and promotional agencies, and advisors (such entities, collectively, the "Contest Entities"), and the immediate family members (spouse, mother, father, sister, brother, daughter, or son, regardless of where they live) or members of the same households (whether related or not) of such employees, officers, directors, shareholders, agents, and representatives, are not eligible to (i) participate in the Contest in any manner except as otherwise expressly provided herein (e.g., reviewing screenplays during certain stages of the Contest) or (ii) win any prize. Promoter reserves the right, at any time and in its sole discretion, to refuse to allow any individual to participate or continue to participate in the Contest, or to disqualify any individual it suspects to be tampering with the entry process or the operation of the Contest or Site; to be in violation of the Site's Terms of Service or Privacy Policy; to be in violation of these Official Rules; to be acting in bad faith, or in a non-sportsmanlike or disruptive manner; or to be annoying, abusing, threatening, or harassing any other person. No individual who resigns or is disqualified from the Contest will be permitted to "re-register" to participate in the Contest in any capacity. ANY ATTEMPT TO DELIBERATELY DAMAGE THE SITE OR TAMPER WITH OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF THESE OFFICIAL RULES AS WELL AS CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PROMOTER RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY RESPONSIBLE ENTRANT(S) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, WITHOUT LIMITATION, CRIMINAL PROSECUTION. By participating in the Contest, you agree to be bound by these Official Rules and by ALL decisions of Promoter, which decisions shall be final and binding in all respects.

b. Registering to Participate in the Contest. Beginning on the Start Date, individuals may register at the Site for participation in the Contest as either a Contestant (i.e., an individual or entity submitting a screenplay for review and required to review and rate screenplays submitted by other Contestants), or a Reviewer (i.e., an individual not submitting a screenplay for review, but able to review and rate submitted screenplays). Each individual may register to participate in the Contest as either a Reviewer or a Contesttant (the latter, whether as an Individual Contestant, or as a Team Member-see section on Teams, below, for further details on Team participation), but may not register or participate in the Contest in more than a single capacity, and may not register more than once. Members (i.e., individual Site visitors and users who register to use the Site, but are neither Reviewers nor Contestants) will be able to use the Site, but will not be allowed to review screenplays or submit reviews, and will not be eligible for any prizes in connection with the Contest. Although new Members and Reviewers will be able to register throughout the Contest Period, registration for Contestants and Teams will end on October 22, 2000. Throughout the Contest Period, Promoter reserves the right to disqualify any Individual Contestant or Team Member if, in Promoter's sole discretion, such Individual Contestant or Team Member is unable or unwilling to continue his or her participation in the Contest.

c. Additional Eligibility Restrictions for Contestants. Individual Contestants, in order to be eligible to participate in the Contest, will be required to choose a user name (or "Handle") and password. Contestants will be known publicly by their Handles, rather than their real names, until the later stages of the Contest. In addition, each Contestant will be required to agree to the Registration Agreement at the time of registration, whereby each such Contestant will agree to be bound by all terms and conditions governing the Contest and use of the Site (including, without limitation, these Official Rules, the Terms of Service, and the Privacy Policy).

d. Professionals. Individuals who are Professionals, as defined below, will not be eligible to participate as Contestants in the Contest (although they may participate as Reviewers). For purposes of these Official Rules, "Professional" shall mean any individual who, as of the Start Date: (i) has received any form of writing/producer credit on a U.S. television series, mini-series, or movie-of-the-week (e.g., "Executive Producer," "Associate Producer," or "Co-Producer"); (ii) has had any film, series, episode, movie-of-the-week, or mini-series based on a screenplay that is credited (in whole or in part) to such individual, produced and distributed in or through theatrical film, video, broadcast network, cable, public television, or any similar medium; (iii) has directed any film, series, episode, movie-of-the-week, or mini-series that was produced and distributed in or through theatrical film, video, broadcast network, cable, public television, or any similar medium; or (iv) has sold or optioned a feature film screenplay to any U.S. or internationally based film production company, studio, network, exhibitor, distributor, or any entity or individual affiliated therewith (e.g., a Hollywood studio, television network, cable company, or studio-based or independent producer).

e. Teams. Contestants may combine to form teams ("Teams") of a minimum of two (2) to a maximum of five (5) individuals, provided that (i) any given Team may only submit one (1) screenplay, and (ii) each Contestant on a Team (each such Contestant, a "Team Member") will be fully subject to these Official Rules, including, without limitation, all eligibility requirements set forth herein. If a single individual served as writer of a particular submitted screenplay (whether as an Individual Contestant, or as part of a Team), such individual shall be referred to herein as a "Sole Writer." If more than one person served as a writer of a particular screenplay that will be submitted by a Team, the Team may designate a maximum of three (3) of those individuals as "writers" of such screenplay (each such writer, a "Team Writer"). Thereafter, the Team must designate one (1) individual to serve as the potential director of the screenplay (that individual, the "Team Director," can be one of the Team Writers, or a different individual), and may (but will not be required to) designate one (1) additional individual to serve as creative producer of the screenplay (the "Team Creative Producer"). Promoter will attempt to contact each proposed Team Member, using information provided by the self-designated leader of the Team (the "Team Captain," who must also be one of the Team Writers), and each such proposed Team Member will be required to visit the Site and agree to be bound by these Official Rules and the Registration Agreement, if he or she has not already done so, in order to officially become a member of the applicable Team. Promoter reserves the right, at any time and in its sole discretion, to refuse to allow any individual to become a member of any Team. Please note that (i) any Team Member who elects to end his or her participation in the Contest and/or is disqualified from the Contest, will not be permitted to "re-register" to participate in the Contest in any capacity; (ii) if, at any time during the Contest Period, a Team's Team Captain elects to end his or her participation in the Contest and/or is disqualified from the Contest, his or her entire Team will be disqualified from the Contest; and (iii) if, at any time during the Contest Period, any Team Writer from a Team elects to end his or her participation in the Contest and/or is disqualified from the Contest, and refuses to permit, in writing, his or her former Team to continue to use its Submission (of which he or she was one of several writers) to participate in the Contest, the entire Team will be disqualified from the Contest. Please also note that Disputes between Team Members may be grounds for disqualification of the applicable Team or any of its Team Members, in Promoter's sole discretion.

2. SUBMISSION OF SCREENPLAYS.

a. One Screenplay. Each Individual Contestant or Team, as applicable, must submit ONE (1) (and only one) screenplay to be entered into the Contest. Any Individual Contestant or Team that is found to have made more than one (1) submission in connection with the Contest (for example, an Individual Contestant or Team that is found to have submitted the same screenplay under multiple Handles or aliases) will be disqualified from the Contest.

b. Submissions. In order to be deemed a Submission for purposes of the Contest, a submitted screenplay must meet ALL of the following criteria (together, the "Submission Requirements"):
i. The screenplay must be in the English language;
ii. The screenplay must not contain the name(s) or other personally identifying information of the submitting Individual Contestant or any Team Member on the submitting Team, as applicable;
iii. The screenplay must be between ninety (90) and one hundred thirty (130) pages long, and in "industry standard" screenplay format (see here for additional details on "industry standard" format);
iv. The screenplay must be the submitting Individual Contestant's original, previously unpublished, and previously unproduced work or, as applicable, the original, previously unpublished, and previously unproduced work of the submitting Team's Team Writers, (please note that adaptations from other works are not eligible and will not be deemed to be Submissions for purposes of these Official Rules);
v. The screenplay must be registered with, or, on the date of Submission, in the process of being registered with, both the U.S. Copyright Office (see http://www.loc.gov/copyright/forms/) and the Writer's Guild of America (see http://www.wga.org/manuals/registration.html) (each Individual Contestant or Team, as applicable, will be required to provide Promoter with documentary proof of such registrations upon Promoter's request);
vi. The screenplay must be written for a live action feature film (e.g., animated feature film screenplays will not be eligible) with a budget of approximately one million dollars ($1 million), and, in the writers' reasonable judgment, must be eligible to receive a G, PG, PG-13, or R rating according to the ratings guidelines (http://www.mpaa.org/movieratings/) established by the Motion Picture Association of America (any screenplays that, in Promoter's sole discretion, violate the foregoing criteria will be disqualified); and
vii. The screenplay must be submitted in electronic format only and only through the Site in the manner described on the Site (do not send hard copies via mail, fax, or any other means-they will not be accepted, and there will be NO EXCEPTIONS!).

c. General Rules Regarding Submissions. Submissions will be accepted electronically beginning at 9:00 a.m. PST on the Start Date (September 25, 2000) and ending at 11:59:59 p.m. PST on October 22, 2000 (the "Submission End Date"). Any screenplay that fails to fulfill all of the eligibility criteria and other requirements (including, without limitation, the Submission Requirements) set forth in these Official Rules will, upon Promoter's discovery of such failure, be subject to disqualification from the Contest (if such failures are discovered upon submission, any such screenplay will not be accepted for processing and review, will not be deemed a Submission, and will not be entered into the Contest). Please note that no changes may be made to a screenplay once it has been submitted-to be safe, please make certain your screenplay is in compliance with these Official Rules before submission. No responsibility is assumed by Promoter for lost, late, incomplete, illegible, inaccessible, corrupted, or otherwise unusable Submissions; any computer, telephone, cable, network, satellite, server, service provider, electronic or Internet hardware or software malfunctions, failures, connections, or availability; garbled or jumbled transmissions; service provider/Internet/Site inaccessibility or unavailability; Internet traffic congestion; or unauthorized intervention. In the event of a dispute where a given Submission is deemed to have been submitted by two (2) or more separate Teams and/or Individual Contestants, the Team or Individual Contestant that first submitted the Submission will be deemed the proper entrant. If you believe in good faith that a screenplay or any other material hosted on the Site infringe(s) your copyright, please see the section titled "OWNERSHIP AND RESTRICTIONS ON USE OF MATERIALS" in our Terms of Service. Throughout the Contest Period, Promoter reserves the absolute right to remove from the Site or block access to any Submission submitted by any participant in the Contest, and to take whatever actions Promoter may deem necessary or appropriate in its sole and absolute discretion, including, without limitation, disqualifying the Individual Contestant or Team that submitted such Submission, to protect the operation of the Contest and the Site.

3. THE CONTEST.

a. Review of Submissions. Starting at 9:00 a.m. PST on October 2, 2000 and ending on or about November 12, 2000 (such period, the "Review Period"), Promoter will randomly assign Submissions to Reviewers, Individual Contestants, and Teams, and such Reviewers, Individual Contestants, and/or Teams will be required to read, review, and rate such assigned Submission in accordance with the following rules:

i. Review by Reviewers. Each Reviewer must read, review, and rate (using a mechanism to be made available through the Site and the criteria identified therein) at least ONE (1) Submission that is randomly assigned through the Site. Thereafter, each Reviewer will be permitted to browse our library of Submissions and read, review, and rate as many or as few Submissions as he or she wishes, provided that (a) each Reviewer may only read, review, and rate any particular Submission ONCE during the Review Period, and (b) a Reviewer must submit his or her review and rating for each Submission before he or she may review and rate another Submission. Subject to the foregoing, each Reviewer will have a total of two (2) opportunities to "decline" a Submission and request the random assignment of a different Submission in the event that such Reviewer finds the Submission that was originally assigned to be objectionable or offensive (please note that Reviewers may not use these opportunities to "decline" in bad faith (e.g., to merely obtain a screenplay of a different genre, or to avoid reviewing a screenplay that you do not like), and Reviewers may be disqualified if Promoter suspects any such activities).

ii. Review by Contestants and Teams. Each Individual Contestant or Team (as applicable) must read, review, and rate (using a mechanism available through the Site and the criteria identified therein) at least THREE (3) Submissions, written by other Individual Contestants and/or Teams, that are randomly assigned through the Site. Thereafter, each Individual Contestant and Team will be permitted to browse our library of Submissions and read, review, and rate as many or as few Submissions as he, she, or it wishes, provided that (a) each Individual Contestant or Team may only read, review, and rate any particular Submission ONCE during the Review Period, (b) no Individual Contestant or Team may review or rate his, her, or its own Submission; and (c) an Individual Contestant or Team must submit his, her, or its review and rating for each Submission before he, she, or it may review and rate another Submission. If an Individual Contestant or Team (as applicable) does not read, review, and rate the first THREE (3) randomly assigned Submissions in accordance with these Official Rules, that Individual Contestant or Team will be disqualified from the Contest. Subject to the foregoing, each Individual Contestant and Team will have a total of two (2) opportunities to "decline" a Submission and request the random assignment of a different Submission in the event that such Individual Contestant or Team finds a Submission that was originally assigned to be objectionable or offensive (please note that you may not use these opportunities to "decline" in bad faith (e.g., to merely obtain a screenplay of a different genre, or to avoid reviewing a screenplay that you do not like); you may be disqualified if Promoter suspects any such activities).

iii. Reviewer's Warranties. Each individual submitting any review in connection with this Contest, whether as an Individual Contestant or as Team Member, represents and warrants to Promoter that each such review (a) is or will be the individual's own original, previously unpublished, and previously unproduced work, and that each such review created solely by such individual; (b) neither infringes upon or violates the intellectual property rights or other rights of any other person or entity; (c) does not and will not violate any applicable laws, and is not and will not be defamatory, libelous, pornographic, or obscene; (d) will be fair, impartial, and in good faith, and will comply with these Official Rules (including, without limitation, requirements related to sportsmanship) and/or in any other agreement with Promoter; and (e) will not contain any "viruses" or other information, code, or material(s) that may damage or otherwise interfere with the Contest, Promoter's computer systems or data, or the computer systems or data of any other person or entity. The foregoing representations and warranties shall be deemed, for purposes of these Official Rules, the "Reviewer's Warranties".

b. Judging the Submissions and Determining the Top 250. Although each Submission may be reviewed several times during the Review Period, only the first THREE (3) reviews submitted by Contestants (that is, Individual Contestants and/or Teams) for each Submission will be counted towards the Submission's rating (the "Rating"); provided, that (i) reviews that were submitted by Contestants or Reviewers who were disqualified before the end of the Review Period will not be counted towards a Submission's rating, and (ii) in the event that fewer than three (3) total reviews were submitted by Contestants for such Submission, the earliest reviews submitted by Reviewers for such Submission will be counted towards the Submission's rating, until a total of three (3) reviews has been reached. After the end of the Review Period on November 12, 2000, Promoter will identify the top two hundred fifty (250) Submissions, based on such Submissions' Ratings. The Individual Contestants or Teams who submitted the Submissions chosen as the top two hundred fifty (250) based on such Ratings will be deemed the "Top 250," and will be announced on the Site. Promoter will contact each of the Top 250, along with the Contestants or Teams, as applicable, who submitted the Submissions with the twenty-five (25) next-highest Ratings (such Individual Contestants or Teams, as applicable, the "Alternates") and require each of the Top 250 and Alternates to (i) prepare a three (3) minute biographical video (the "Bio," which to remain eligible must not make any reference to the Submission) regarding the Individual Contestant or Team, as applicable, and to submit the Bio to Promoter by 5:00 p.m. PST on December 1, 2000, and (ii) submit to a background check to help ensure that such Individual Contestant's or Team's (as applicable) continued participation in the Contest will not, in Promoter's sole discretion, damage the Contest or otherwise reflect badly on the Contest Entities or any other sponsor of the Contest. Each of the Top 250 and Alternates will be required to grant (or, as applicable, to confirm a prior grant of) certain rights (including, without limitation, intellectual property rights) to Miramax, HBO, and/or LivePlanet Films in his, her, or its Submission and Bio, so as to allow full production and exploitation of the Submission as a feature film, television series, web site, and/or in other marketing and entertainment distribution channels (including, without limitation, certain publicity and personality rights relating to the winning Individual Contestant or Team), as will be specified in an additional agreement regarding each of the Top 250's and Alternate's continued participation in the Contest that will be made available to the Top 250 and Alternates. Each Individual Contestant or Team, as applicable, that is NOT one of the Top 250 or Alternates, will be provided with access to reviews of his, her, or its Submission that were submitted up to that date, in an anonymous fashion (i.e., the Handles of the Contestants and Reviewers who submitted such reviews will not be made available).

c. The Top 30.

i. Determining the Top 30. Promoter will review each Bio-focusing on, among other criteria, the integrity, leadership qualities, talent, potential for on-screen and on-air appeal, and creativity of the submitting Individual Contestant or Team-and the results of each background check (note that Promoter will not review the Submissions at this stage of the Contest). Based on the foregoing, Promoter will select, from among the Top 250, the top thirty (30) Individual Contestants and/or Teams, as applicable, who will be deemed the "Top 30" and whose submissions will be deemed the "Top 30 Submissions." If fewer than thirty (30) Individual Contestants and/or Teams remain from the original Top 250 before such Top 30 are chosen, Promoter will determine additional Individual Contestants and/or Teams, as applicable, from among the Alternates with the next-best Promoter evaluations to fill positions that may remain in the Top 30. Promoter will seek to contact each individual from among the Top 30 (that is, each Individual Contestant or Team Member, as applicable) to discuss such Individual Contestant's or Team Member's (as applicable) rights, responsibilities, and obligations with respect to the Contest, and whether or not each such Individual Contestant or Team Member elects to continue. In addition, Promoter reserves the right to conduct a further background check and/or other research on each of the Top 30, to help ensure that each such Contestant's continued participation in the Contest will not, in Promoter's sole discretion, damage the Contest or otherwise reflect badly on the Contest Entities or any other sponsor of the Contest. Each Individual Contestant or Team Member selected for the Top 30 may be required by Promoter to answer additional questions or participate in additional screening procedures, and will be required to execute additional agreements regarding his or her continued participation in the Contest.

ii. Finalizing the Top 30. When chosen to enter the Top 30, Individual Contestants and Team Members may elect to end their participation in the Contest. Please note, however, that if, at this time or at any later point during the Contest, a Team's Team Director is disqualified from the Contest or is forced or elects, because of circumstances that are, in Promoter's sole discretion, within such Team Director's control, to end his or her participation in the Contest, his or her entire Team will be disqualified from the Contest; provided, that in the event that the circumstances due to which the Team Director elected or was forced to end his or her participation in the Contest are or were, in Promoter's sole discretion, beyond such Team Director's control, Promoter may elect to allow the given Team to continue its participation in the Contest and to choose a different Team Member to serve as the Team Director for such Team. For each Top 30 Individual Contestant or Team that does not continue his, her, or its participation in the Contest, the Individual Contestant or Team from among the Top 250 and/or Alternates (as applicable) with the next-best Promoter evaluation will take his, her, or its place as one of the Top 30 (subject to these Official Rules). Each Individual Contestant or Team, as applicable, that was one of the Top 250 or Alternates but is not one of the Top 30, will be provided with access to reviews of his, her, or its Submission that were submitted up to that date, in an anonymous fashion (i.e., the Handles of the Contestants and Reviewers who submitted such reviews will not be made available).

iii. Top 30 Prizes. Each of the finally determined Top 30 will receive a Top 30 Prize Package, consisting of one (1) or more pieces of film or video related equipment (e.g., a digital versatile disc (DVD) player, several DVDs, etc.) (approximate retail value of each Top 30 Prize Package: $300.00). If a Team is chosen as one of the Top 30, the Team will receive a single Top 30 Prize Package; exactly who on the Team will ultimately keep the individual prizes that may comprise the Top 30 Prize Package is subject to the Team's determination.

iv. The Series. Miramax Television intends to produce a documentary-style series for HBO, chronicling the Contest experience from the selection of the Top 30 through the entire Film-making process, to the release of the Film (see below for details on the Film). The resulting thirteen-episode, half-hour HBO series (the "Series") is intended to air beginning during or around January 2002 (or such other time as Promoter may deem appropriate). Each of the Top 30 Individual Contestants and Team Members will be required to agree in writing to be videotaped and interviewed throughout the production of the Series, and will be required to enter into additional agreements throughout the remainder of the Contest Period and, as applicable, after the Contest Period ends, regarding their appearance in the Series.

d. The Top 10.

i. Determining the Top 10. Promoter will announce the Handles of the Top 30 on the Site on or about December 18, 2000. Promoter will then review each of the Top 30 Submissions, based in part on marketability, adherence to the requirements set forth herein, and other criteria. The identity of the Top 30 Submissions will also be posted to the Site, and Contestants and Reviewers will be permitted to read, review, and rate each such Submission, provided that the determination of which of the Top 30 Submissions are the ten (10) best for purposes of the Contest will be subject to the sole discretion of Promoter (whose decisions with respect thereto will be final and binding). In addition, Sponsor will provide an independent third party (the "Reviewing Entity") with all reviews submitted by each of the Top 30, as well as those Submissions reviewed by the Top 30, in order that such Reviewing Entity may examine such reviews and confirm, subject to their independent discretion, that they were submitted in good faith. Based on the foregoing, Promoter will announce the top ten (10) Submissions (the "Top 10 Submissions") on or about January 18, 2001, and those Top 30 Individual Contestants or Teams who submitted such Top 10 Submissions will be deemed the "Top 10." Promoter will seek to contact each individual from among the Top 10 (that is, each Individual Contestant or Team Member, as applicable) to discuss such Individual Contestant's or Team Member's (as applicable) rights, responsibilities, and obligations with respect to the Contest, and whether or not each such Individual Contestant or Team Member, as applicable, elects to continue. In addition, Promoter reserves the right to conduct a further background check and/or other research on each of the Top 10 to help ensure that each such Individual Contestant's or Team's (as applicable) continued participation in the Contest will not, in Promoter's sole discretion, damage the Contest or otherwise reflect badly on the Contest Entities or any other sponsor of the Contest. Each Individual Contestant or Team Member selected for the Top 10 may be required by Promoter to answer additional questions or participate in additional screening procedures, and will be required to execute additional agreements regarding his or her continued participation in the Contest.

ii. Finalizing the Top 10. When chosen to enter the Top 10, Individual Contestants and Team Members may elect to end their participation in the Contest. However, please note again that if, at this time or at any later point during the Contest, the Team Director is disqualified from the Contest or is forced or elects, because of circumstances that are, in Promoter's sole discretion, within such Team Director's control, to end his or her participation in the Contest, his or her entire Team will be disqualified from the Contest; provided, that in the event that the circumstances due to which the Team Director elected or was forced to end his or her participation in the Contest are or were, in Promoter's sole discretion, beyond the Team Director's control, Promoter may elect to allow the given Team to continue its participation in the Contest and to choose a different Team Member to serve as the Team Director for such Team. For each Top 10 Individual Contestant or Team that or who does not continue his, her, or its participation in the Contest, the Individual Contestant or Team from among the Top 30 with the next-best Promoter evaluation will take his, her, or its place as one of the Top 10. Each Individual Contestant or Team, as applicable, that was one of the Top 30 but is not one of the Top 10, will be provided with access to reviews of his, her, or its Submission that were submitted up to that date, in an anonymous fashion (i.e., the Handles of the Contestants and Reviewers who submitted such reviews will not be made available).

iii. Top 10 Prizes. Each of the Top 10 will receive a Top 10 Prize Package, consisting of a kit of video production equipment (e.g., a digital video camera, tape stock, tripod, etc.) (approximate retail value of each Top 10 Prize Package: $3,000.00). If a Team is chosen as one of the Top 10, the Team will receive a single Top 10 Prize Package; exactly who on the Team will ultimately keep the individual prizes that may comprise the Top 10 Prize Package is subject to the Team's determination.

e. The Finalists.

i. Scenes. Promoter will announce the Handles of the Top 10 on the Site on or about January 22, 2001. Contestants and Reviewers will be permitted to read, review, and rate each such Submission; provided that the determination of which of the Top 10 will be chosen to advance to the next round of the Contest will be left to Promoter's determination of how each completes the following assignment: Each of the Top 10 will be required to produce and direct a short video (the "Scene") based on a brief scene extracted from his, her, or their Submission, using only the equipment awarded as part of the Top 10 Prize Package. Each Scene must be completed within the timeframe and other constraints determined by Promoter, and will be featured on the Site beginning on or about February 7, 2001. In order to help Promoter verify each of the Top 10 Individual Contestants' and/or Teams', as applicable, compliance with these Official Rules, each Top 10 Individual Contestant or Team will be required to submit a detailed breakdown of the Scene's budget and additional materials to Promoter along with his, her, or their completed Scene, through means to be provided by Promoter. In addition, each of the Top 10 will be required to assign all right, title, and interest in and to their respective Scenes to Miramax, HBO, and/or LivePlanet Films, as will be specified in an additional agreement regarding each of the Top 10's continued participation in the Contest that will be made available to the Top 10.

ii. Reviewing the Scenes and Determining the Finalists. Promoter will review and each Scene based in part on criteria such as creativity, artistic vision, talent, how well the applicable Top 10 Individual Contestant or Team dealt with the constraints imposed by Promoter, and other criteria to be provided by Promoter. In addition, Contestants and Reviewers will be permitted to review and rate each Scene, provided that the determination of which of the Scenes are the winning Scenes for purposes of the Contest will subject to the sole discretion of Promoter, whose decisions with respect thereto will be final and binding. On or about February 14, 2001, Promoter will determine three (3) finalists from among the Top 10 (such finalists, the "Finalists"), and post the identities of such Finalists on the Site.

f. The Winning Individual Contestant/Team.

i. Determining the Winning Individual Contestant or Team from Among the Finalists. Promoter will seek to contact each of the Finalists (that is, each individual Contestant or Team Member, as applicable) to discuss such Individual Contestant's or Team Member's (as applicable) rights, responsibilities, and obligations with respect to the remainder of the Contest, and whether or not each such Individual Contestant or Team Member, as applicable, elects to continue. In addition, Promoter reserves the right to conduct a further background check and/or other research on each Finalist to help ensure that each such Individual Contestant's or Team's (as applicable) continued participation in the Contest will not, in Promoter's sole discretion, damage the Contest or otherwise reflect badly on the Contest Entities or any other sponsor of the Contest. Each Individual Contestant or Team Member selected as a Finalist may be required by Promoter to answer additional questions or participate in additional screening procedures, and will be required to execute additional agreements regarding his or her continued participation in the Contest. Please note that, although individual Team Members may elect to end their participation in the Contest at this stage, if the Team Director of a particular Team, at this stage or at any later point in the Contest, is disqualified from the Contest or is forced or elects to end his or her participation in the Contest for any reason (whether within or beyond his or her control), his or her entire Team will be disqualified from the Contest. For each Finalist Individual Contestant or Team that does not continue his, her, or its participation in the Contest, the Individual Contestant or Team from among the Top 10 with the next-best Promoter evaluation of his, her, or its Scene will take his, her, or its place as one of the Finalists. Each Individual Contestant or Team, as applicable, that was one of the Top 10 but is not one of the Finalists, will be provided with access to reviews of his, her, or its Submission that were submitted up to that date, in an anonymous fashion (i.e., the Handles of the Contestants and Reviewers who submitted such reviews will not be made available). Promoter will arrange to fly each remaining Finalist (each Individual Contestant and/or Team Member, as applicable) to Los Angeles, California and/or New York, New York, to be interviewed by Promoter. Based on the results of each of these interviews, Promoter will determine one (1) Finalist-an Individual Contestant or a Team-to be named the Winning Individual Contestant or Winning Team. The Winning Individual Contestant or Winning Team's name(s) and Submission (the "Winning Submission") will be posted to the Site on or about March 1, 2001, and the Winning Individual Contestant or Winning Team will be awarded the Grand Prize (described below).

ii. The Grand Prize. The Grand Prize will be an opportunity for the Winning Individual Contestant or Winning Team, as applicable, to work with Miramax Film Corp. to make a feature film (the "Film") based on his, her, or its Winning Submission. Subject to availability and contractual or professional commitments, Matt Damon, Ben Affleck, and/or Chris Moore will act as executive producers of the Film, and either the Winning Individual Contestant or the designated Team Director from the Winning Team, as applicable, will be the director of the Film. The budget for the Film will be no less than $1 million. The Winning Individual Contestant or, as applicable, each member of the Winning Team will be required to enter into additional agreements regarding their participation and services in connection with the production of the Film. Subject to the foregoing, the Winning Individual Contestant or Winning Team, as applicable, will be awarded the following prize(s): (a) if the winner is a Winning Individual Contestant (i.e., a Sole Writer), he or she will be awarded U.S.$82,000; or (b) if the winner is a Winning Team, the Team Director will be awarded U.S.$50,000, the Team Creative Producer (if any) will be awarded U.S.$25,000, and the Team Writers will be awarded U.S.$32,000, to be split equally among all such Team Writers (i.e., even if the Team Director is one of the Team Writers, he will share in the prize awarded to the Team Writers as well as be awarded the prize normally awarded to the Team Director). Miramax Films plans to release the completed Film in theaters in early 2002, or at such other time as it determines to be appropriate.
In connection with the Film and the Series (see above), the Winning Individual Contestant and/or Winning Team must be willing and available to commit their full-time efforts to the production of the Film and the Series throughout the time period during which such production will take place (the "Production Period"). Production of the Film and/or Series may require temporary relocation to the location of the production facilities for such Film or Series (which location may be Los Angeles, California, or any other location in the world) (the "Production Site(s)"); the Winning Individual Contestant or Winning Team, as applicable, will be required to relocate to the Production Site(s) for the duration of the Production Period. If such relocation is required, the Winning Individual Contestant or Winning Team Members, as applicable, will be provided with a travel and accommodation stipend to be determined by Promoter.

4. MISCELLANEOUS

a. General. By entering this Contest, entrants agree to abide by the terms of these Official Rules, which are final and binding on all matters pertaining to this Contest. All federal, state, and local laws and regulations apply. All taxes (including, without limitation, federal, state, and local taxes) on or connected with any prize (including, without limitation, prizes that are opportunities to make donations to a charitable organization), and the reporting consequences thereof, are the sole and exclusive responsibility of respective winners. As between winners and Promoter, all prize shipping and handling charges will be the responsibility of Promoter. Each winner must, if so requested by Promoter, complete Promoter's online winner verification process and/or execute and return an Affidavit of Eligibility and a Liability/Publicity Release within a period of time dictated by Promoter. (Each winner who is under 21 years of age will be required to have a parent or legal guardian execute his or her Affidavit of Eligibility as well.) All prizes awarded in connection with the Contest are nontransferable and nonendorseable. No substitution of prizes is permitted, except that in the event of the unavailability of any prize other than the Grand Prize, Promoter reserves the right to substitute a prize of equal or greater value, in its sole discretion.

b. List of Winners; License. After the end of the Contest Period, the names of the Individual Contestants and Team Members who comprised the Top 250, Top 30, Top 10, and Finalists, and the name(s) of the Winning Individual Contestant or Team Members of the Winning Team, as applicable, will be posted to the Site. In addition to any other grants which may be granted in any other agreement entered into between Promoter and any winner of the Contest, where permitted by law each such winner agrees to grant to Promoter, the Contest Entities, and their respective licensees, affiliates, and assigns, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including but not limited to the World Wide Web, at any time or times, the winner's name, portrait, picture, voice, likeness and biographical information as news or information and for advertising and promotional purposes without additional consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Promoter in its sole discretion.

c. Disclaimer and Limitation of Liability. The Contest Entities make no warranties, and hereby disclaim any and all warranties, express or implied, concerning any prize (including, without limitation, the Grand Prize) furnished in connection with the Contest. The Contest Entities are not responsible for any incorrect or inaccurate information, reviews, Ratings, or other materials, whether caused or created by Site users, by tampering or "hacking," or by any of the equipment or programming associated with or utilized as part of the Site or the Contest, and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to the Site. Although Promoter attempts to ensure the integrity of the Contest, Promoter is not responsible for the actions of entrants in connection with the Contest, including entrants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Contest. Promoter is not responsible for injury or damage to entrants' or to any other person's computer, other equipment, or person related to or resulting from participation in the Contest, or downloading materials from or using the Site. If, for any reason, the Contest or any Drawing is not capable of running as planned by reason of damage by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical limitations or failures, strikes, industry conditions, marketplace demands, or any other causes which, in the sole opinion of Promoter, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Contest or Drawing, as applicable, Promoter reserves the right in its sole and absolute discretion to modify these Official Rules and/or to cancel, terminate, modify, or suspend the Contest. IN NO EVENT WILL THE CONTEST ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM THE SITE, PROMOTER'S REMOVAL FROM THE SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY SUBMISSION OR OTHER MATERIAL, OR THE ACCEPTANCE, POSSESSION, USE, OR MISUSE, OR ANY HARM RESULTING FROM THE ACCEPTANCE, POSSESSION, USE, OR MISUSE, OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST. WITHOUT LIMITING THE FOREGOING, THE CONTEST AND ALL MATERIALS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

d. Dates and Deadlines. Because of the unique nature and scope of the Contest, and because of the complexity of the technology underlying the administration of the Contest (much of which technology was created specifically for the Contest), Promoter reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest.

e. Release and Indemnification. BY ENTERING THE CONTEST, ENTRANTS RELEASE AND HOLD THE CONTEST ENTITIES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, RIGHTS, CLAIMS, AND ACTIONS OF ANY KIND ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE CONTEST OR PARTICIPATION IN ANY CONTEST-RELATED ACTIVITY (INCLUDING, WITHOUT LIMITATION, THE REMOVAL FROM THE SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY SUBMISSION OR OTHER MATERIAL), OR RESULTING DIRECTLY OR INDIRECTLY FROM ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, AND/OR PROPERTY DAMAGE, AS WELL AS CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY.

f. Arbitration. In the event of any dispute arising out of or in connection with these Official Rules or the Contest, regardless of the number or identity of defendant(s) or plaintiff(s), such dispute shall be submitted to arbitration in the County of Los Angeles, State of California, in accordance with the rules and regulations of the American Arbitration Association then in effect (as amended herein), provided that said arbitration shall be heard before a single arbitrator, selected pursuant to such rules and regulations, and shall be conducted on an expedited basis and in confidence. The arbitrator shall have at least ten (10) years of related intellectual property experience, and be well acquainted with the entertainment, new media, and Internet industries. The arbitrator selected pursuant to these Official Rules shall be well acquainted with the entertainment, Internet, and new media industries, and shall not have the power to impose punitive damages. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under federal law or the laws of California or any other state to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions of these Official Rules, all such disputes. The arbitrator's decision shall be controlled by the terms and conditions of these Official Rules, and any other agreements you may enter into with Promoter in connection with the Contest, and shall be final and binding, and shall provide for each party to bear its own costs of arbitration and attorneys' fees. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY. Any award favorable to you, if related to any submission or use of any materials owned or created by you or under your control (including Submissions, reviews, or any other content or information of any kind), shall be limited to the fixing of compensation which shall bear a reasonable relation to compensation customarily paid by Promoter (or its constituent members) for similar material, taking into account your creative experience at the time the material was submitted, the nature of the material, and any amount received by you for other material created before the submission of the disputed material to Promoter. Judgment upon the award of the arbitrator may be entered or enforced in any court of competent jurisdiction. If either party shall fail to appear at the hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, the arbitrator is hereby empowered to proceed ex parte. In the event of any dispute concerning these Official Rules, our Terms of Service, our Privacy Policy, or any other agreement between you and Promoter in connection with the Contest, your sole and exclusive remedy shall be to seek damages pursuant to an arbitration authorized by this Section 4(f), and in no event will you be entitled to seek injunctive or other equitable relief. If you do not agree to these requirements (or any other provision herein), do not participate in the Contest.

g. Governing Law. The Contest and these Official Rules are governed by and shall be construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. For any dispute not subject to arbitration according to Section 4(f) above, entrant agrees to personal jurisdiction by the federal and state courts located in the County of Los Angeles, California, United States of America, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Further, in any such dispute, under no circumstances will entrant be permitted to obtain awards for, and hereby irrevocably waives all rights to claim, punitive, incidental, or consequential damages, or any other damages, including attorneys' fees, other than participant's actual out-of-pocket expenses (i.e., costs associated with participating in the Contest), and entrant further irrevocably waives all rights to have damages multiplied or increased.

h. Privacy. Information submitted in connection with the Contest will be treated in accordance with these Official Rules and our Privacy Policy, provided that in the event of any conflict between these Official Rules and such Privacy Policy, the terms and conditions of these Official Rules shall prevail.

i. Headings. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.

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