THIS IS AN ELECTRONIC AGREEMENT (the “Agreement”) between GoodSpark, a Colorado non-profit corporation (“GoodSpark”), and the Entrant who is submitting material to GoodSpark website contemporaneously with execution of this Agreement (“Entrant”).  In exchange for the opportunity to participate in GoodSpark’s Get Up & Give Contest (“Contest”), which the Entrant agrees is good and sufficient consideration, the Entrant hereby acknowledges and agrees to the following terms and conditions:

1.         Submission Format.  Each Submission to the Contest shall be in the form of either a Digital Short or Photograph, which adheres to the format guidelines for each medium as follows:

            A.  Digital Short (film, animation, etc) – Digital shorts must be between 30 seconds and 3 minutes in length.  Any title screens, logos, credits, or introductions before and/or after the actual video will count toward the 3 minute maximum limit.

All digital shorts must be submitted via YouTube in the following format:

http://www.google.com/support/youtube/bin/answer.py?hl=en&answer=55744 ; and/ or

            B.        Photographs – All photographs must be in .jpg format.  Raw form will not be accepted.  All photographs must be 5 megabytes or smaller, must be in JPEG or JPG format, and must be at least 1,600 pixels wide (if a horizontal image) or 1,600 pixels tall (if a vertical image).

Photographs or digital shorts submitted by the Entrant are collectively referred to as “Submissions.”

            C.        The Entrant acknowledges that (s)he has reviewed GoodSpark’s website and is familiar with its content and understands that GoodSpark’s website is designed to promote volunteering and the involvement of professionals in non-profit development and fundraising.  Thus Entrant recognizes that the Submissions should inspire volunteerism and philanthropy.  In addition, Submissions must conform to the following content restrictions:

i.               Submission must be suitable for publication in a public forum (as determined by GoodSpark in its sole discretion), may not contain nudity, profanity, threats of physical violence, or material that is unlawful, in violation of or contrary to the laws or regulations in any jurisdiction where Submission is created;

ii.              Submissions must not disparage GoodSpark, Contest sponsors or any other person or party affiliated with the promotion and administration of this Contest;

iii.            Submissions must not contain material that is inappropriate, indecent, obscene hateful, tortuous, defamatory, slanderous or libelous;

iv.             Submissions must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.

2.         Maximum Number of Submissions.  Each individual Entrant can submit no more than one digital short and/ or two photographs. If more than the maximum number of Submissions are submitted by any one individual, all Submissions from that Individual will be rejected.

3.         Eligibility. GoodSpark’s “Get Up & Give” Contest is open to anyone living in Colorado who is at least eighteen (18) years old at the time of entry.  Employees, board members and founders of GoodSpark as well as immediate family and household members are not eligible.

4.         Agreement to Official Rules: Participation in this Contest constitutes Entrant’s full and unconditional agreement to these official rules and GoodSpark’s and its administrator’s decisions, which are final and binding in all matters related to this Contest. Winning a prize is contingent upon fulfilling all requirements set forth herein.

5.         How to Enter. The deadline for all Submissions is August 31st, 2010 at 11:59 p.m. Mountain Standard Time.  Visit http://www.goodspark.org/challenge and follow the links and instructions to submit your digital short or photograph(s). Digital short Submissions must contain a title, short (100 word maximum) description, and the YouTube URL[e1]  (all Submissions for the digital shorts/videos must be done via Youtube). 
Photograph Submissions must contain a title, and short (50 word maximum) description.  All Submissions must also contain the name of the nonprofit organization that will be the beneficiary if you win.  **The non-profit organization you compete for must be based in Colorado or have a Colorado affiliate.**

6.         Disqualification. GoodSpark, in its sole and absolute discretion, may remove your Submission and disqualify you from the Contest if it believes, in its sole and absolute discretion, that your Submission fails to conform to the official rules.

7.         Winner Determination.  Winners will be determined with the following process: 

            A.         Expert Judging Phase: During the expert judging phase, a panel of judges selected  by GoodSpark in its sole discretion will chose the five (5) digital short semi-finalists and five (5) photography semi-finalists. The experts will evaluate which digital short and photographs do the best job of inspiring people.  Inspiration will be valued greater than the Submission(s)’ production value.  Each semi-finalist will be notified of his/her status on or around September 1^st, 2010. The Prize winner will be presented his/her Prize the evening of the GoodSpark’s Get Up & Give Event on September 9, 2010.

            B.        Audience Judging: The semi-finalists will be evaluated during the GoodSpark Get Up and Give Event on September 9, 2010, in which the audience will be invited to view and vote for the digital short and photograph they believe does the best job at inspiring them to Get Up and Give.

8.         Prizes.

            A.         Digital Short.  1^st Place - $2500 check to the charity of your choice, 2^nd Place - $1000 to the charity of your choice, 3^rd Place - $500 to the charity of your choice.

            B.        Photograph. 1^st Place - $750 check to the charity of your choice, 2^nd Place - $250 to the charity of your choice, 3^rd Place - $100 to the charity of your choice.

            C. Each winner or his/ her designated representative must be in attendance at the event.  In the event of a tie, the Entrant whose entry received the highest score during the expert judging phase, will be deemed the Prizes winner

9.         Use of Images. The Entrant is 18 years of age or older and under no disability, legal or otherwise which would prohibit entering into this Agreement.  Entrant warrants and represents that (s)he is the producer of the Submission(s).  The Entrant hereby grants permission for his/ her likeness to be used in the Submission(s) and reproduced by Good Spark.  The Entrant represents that s(he) has obtained a release for Entrant and Good Spark to use and reproduce the image of all individuals whose likenesses shown in the Submission(s).  

10.      Intellectual Property.  Entrant represents that all footage, music and or other intellectual property, such as copyrights and trademarks, which may be contained in the Submission(s) is properly licensed, in the public domain or created by Entrant.  The Entrant represents and warrants that all other content offered and presented by Entrant in the Submission(s) is original to the Entrant and is not encumbered by copyright or other intellectual property claim by any third party.  By signing this Agreement, Entrant agrees to hold harmless and indemnify GoodSpark, its managers, sponsors, assignees or licensees (“GoodSpark’s Released Parties”) from any and all claims of any third party arising from use of the Submission(s) by GoodSpark’s Released Parties, including but not limited to claims of trademark or copyright infringement.  Entrant further agrees to pay all legal expenses and costs incurred by GoodSpark’s Released Parties by reason of a claim by a third party regardless of the outcome of the dispute.

11.      Licensing. The Parties agree that Entrant owns the Submission(s).  Entrant hereby grants to GoodSpark Released Parties, at no additional cost to the GoodSpark Released Parties, a non-exclusive, transferrable, royalty-free right and license to use the Submission(s) in conjunction with the operation and production of GoodSpark’s website, marketing, events, Contest promotion, books, and or any other form of media.  GoodSpark agrees to attribute the ownership of the Submission(s) to the Entrant in all media controlled by GoodSpark.  Any sub-license, transfer or assignment of the foregoing license, including, without limitation, any sub-license, transfer or assignment by a subsidiary or affiliate of GoodSpark, must be approved in advance and in writing by Entrant. 

12.      Irrevocable. The Entrant understands and acknowledges that GoodSpark’s Released Parties are relying upon this consent agreement in spending time, money and effort on the Submission(s) and the Entrant’s participation in it, and that the Agreement, for this and other reasons, shall be irrevocable.

13.      Release. The Entrant specifically, and without limitation, waives, and agrees not to bring at any time in the future, any claims against GoodSpark’s Released Parties.  Such claims may include but are not limited to assertions of a)  infringement of rights of publicity or misappropriation (such as any allegedly improper or unauthorized use of the Entrant’s name or likeness or image; b)  damages caused by ‘acts of God’ (such as but not limited to injuries from natural disasters); c)  damages caused by acts of terrorism or war; d)  intrusion (such as any allegedly offensive behavior or questioning or any invasion of privacy); e)  false light (such as allegedly false or misleading portrayal of Entrant); f)  infliction of emotional distress (whether allegedly intentional or negligent); g)  trespass (in person or property);  h) breach of any alleged contract (whether the alleged contract is verbal or written); i) allegedly deceptive business or trades practices; j) copyright or trademark infringement; k) defamation (such as allegedly false or misleading statements made in marketing or sales of the Submission(s) by GoodSpark;  l) violations of the Lanham Act; m) prima facie (such as alleged intentional harm to the Entrant); n) fraud (such as any alleged deception or surprise about the Submission(s) or the consent agreement); o) breach of alleged moral rights; or p) tortious or wrongful interference with any contracts or business of Entrant.

14.      Limitation of Liability: GoodSpark’s  Released Parties are not responsible for: (a) any incorrect or inaccurate information, whether or not it is caused by the Entrant, printing, typographical or other errors or by any of the equipment or programming associated with or utilized in the Contest or its promotion; (b) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (c) unauthorized human intervention in any part of the Submission process or the Contest; (d) printing, typographical, technical, computer, network or human error which may occur in the administration of the Contest, the uploading, the processing or judging of Submissions or votes or the tabulating of votes, the announcement of the prizes or in any Contest-related materials; (e) late, lost, undeliverable, damaged or stolen mail; or (f) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Entrant’s participation in the Contest or receipt or use or misuse of any prize (including any travel/activity related thereto). Released Parties are not responsible for misdirected or undeliverable Submissions or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. GoodSpark’s Released Parties are not responsible for any unauthorized third party use of any Submission.

15.      General Conditions: GoodSpark reserves the right to cancel, suspend and/or modify the Contest, or any part of it, if any fraud, technical failures or any other factor impairs the integrity or proper functioning of the Contest, as determined by GoodSpark in its sole discretion. GoodSpark, in its sole discretion, reserves the right to disqualify any individual it finds to be tampering with the Submission process or the operation of the Contest or to be acting in violation of these official rules or those of any other promotion or in an unsportsmanlike or disruptive manner and void all associated Submissions. Any attempt by any person to deliberately undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, GoodSpark reserves the right to seek damages and other remedies (including attorneys’ fees) from any such person to the fullest extent permitted by law. GoodSpark’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

16. Entire Agreement. This is the entire agreement between the Entrant and GoodSpark or anyone else in relation to the Submission(s) and the Entrant acknowledges that in entering into this Agreement that Entrant is not relying upon any promises or statements made by anyone about the nature of the business or business practices of GoodSpark or the identity of any other Entrants or persons involved in GoodSpark’s various endeavors.

17.      Choice of Venue and Attorneys Fees. Although the Entrant agrees not to bring any claim in connection with the Submission(s) or its use by GoodSpark’s Released Parties, if any claim nevertheless is made, the parties agree that jurisdiction and venue shall lie solely within the City and County of Denver, State of Colorado and the dispute shall be governed by and interpreted in accordance with the laws of the State of Colorado, excluding any laws or principles regarding the conflict or choice of laws.  In the event GoodSpark prevails in such a dispute, GoodSpark shall be entitled to its attorneys’ fees and costs.

By clicking on the “I Accept” box, the Entrant has given his/ her electronic signature, which signifies the Entrants’ intent to be bound to this Agreement.

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