TERMS OF USE AND RULES


These Terms of Use and Rules (“Terms of Use/Rules”) govern your participation in the game show program entitled “Confetti” (“Program”), available through the online websites and/or other digital platforms or applications of Facebook, Inc. (“Facebook”). In order to participate on the Program, you must: (i) meet the eligibility requirements set forth below; (ii) follow all rules, instructions, directions, and requirements promulgated by Thumb Candy, LLC (“Producer”) and Facebook for the Program as set forth herein or of which you are otherwise advised by either Producer or Facebook; and, (iii) agree to and comply with the terms of Facebook’s privacy policy (“Facebook Privacy Policy”) and/or Facebook’s terms of use (“Facebook Terms of Use”).

OVERVIEW

The Program consists of a trivia game (“Game”) available to be played by Facebook users (i.e., who have downloaded the Facebook application) in the United States of America with the potential to win a cash prize, subject to the terms of these Terms of Use/Rules. The Game is composed of a series of thirteen (13) questions (but may include more or fewer questions in any Game, at Producer’s sole discretion) that challenge contestants to correctly answer as many questions as possible in a given Game. All of the questions of the Game must be answered correctly by a contestant in order for that contestant to be eligible to win a cash prize (the “Prize”), which may be shared among other contestants, as applicable. If none of the contestants in a given Game answer all of the questions correctly, no Prize will be awarded for that Game, and in such event, Producer may (but is not obligated to) roll over the unawarded Prize amount from such Game to the following Game.

The maximum Prize amount that can be awarded to all contestants who successfully and correctly answer all questions in each Game will be stated prior to the start of the applicable Game. The losing contestants (i.e., those Game contestants who fail to answer all questions correctly) in any Game are not entitled to any Prize or other award or consideration.

By participating on the Program and playing the Game, you agree that all decisions regarding the Program, including but not limited to the sources and research of questions and answers, correctness of questions and answers, eliminations, rules, game play, penalties and disqualification determinations, and the determining and awarding of Prizes are at the sole and exclusive discretion of the Producer and are final and not subject to challenge or appeal.

ELIGIBILITY

In order to participate on the Program and play the Game, you must first meet certain eligibility requirements:

1. You must be at least thirteen (13) years of age or older, and a legal U.S. resident.

2. You must have a valid Facebook account and comply with all of Facebook’s terms of use, including but not limited to, the Terms of Use/Rules contained herein, Facebook’s privacy policies, and other rules, including with respect to Prize acceptance detailed below.

3. You may not now, or have been, in the past year, employed by, an agent or representative of, nor an immediate family member (including anyone living in his/her household) or close acquaintance of anyone employed by, or an agent or representative of, the following:

(a) Producer including any parent, subsidiary or affiliate thereof;

(b) Facebook, including any parent, subsidiary or affiliate thereof (collectively, “Company”);

(c) Enteractive Solutions Group, Inc. and Sullivan Compliance Company, including any parent, subsidiary or affiliate thereof (collectively, “SCC”);


(d) Insider, Inc., including any parent, subsidiary or affiliate thereof;

(e) or any predecessor of any of the foregoing; or,

(f) Any person or entity supplying prizes and/or services to the Program or otherwise involved in the development, production, distribution or other exploitation of the Program.

By participating on the Program and playing the Game, you are representing and warranting that, you do not now or have not previously known any person or entity who is or who has been connected with the production, administration or judging of the Program including, without limitation, the host of the Program (“Host”) or any of the individuals or entities listed above. If Producer or Company subsequently discovers that you have violated the requirements of this section, you will not be awarded any Prize and may be prohibited from being eligible to play the Game thereafter.

GRANT OF RIGHTS

4. By participating on the Program and/or playing the Game, you hereby grant to Producer and Company the right to use your Facebook profile and/or your likeness, name, biographical material, and other information about you and the results and proceeds of your participation on the Program and/or the Game, in connection with the production, distribution, exhibition, advertising, promotion, sale or other exploitation of the Program, in whole or in part, throughout the world in any and all media, now known or hereafter devised, in perpetuity. The rights granted to Producer also include, but are not limited to, the rights to edit, cut, rearrange, adapt, dub, revise, modify, fictionalize, or otherwise alter such material, and you waive the exercise of any “moral rights,” “droit moral,” and any analogous rights, however denominated, in any jurisdiction of the world, which you have. Such material shall be the sole and exclusive property of Producer. For the purposes of clarity, you hereby expressly waive any and all moral rights you may have in connection with your appearance. You agree that your participation on the Program and/or in the Game will not entitle you to receive any prize, cash or other compensation.

ACKNOWLEDGEMENTS

5. You understand that Producer has the sole discretion to make determinations of contestant eligibility, which are binding and final in all respects and that Producer reserves the right to change any of the eligibility requirements at any time. In addition, you acknowledge and agree that Producer has the sole discretion at any time to render ineligible or disqualify any person who, in Producer’s sole discretion, is sufficiently acquainted with any person or entity connected with the development, production, administration, judging, exhibition or other exploitation of the Program such that his or her participation on the Program could create or potentially create the appearance of unfairness or impropriety.

6. Before participating on the Program or playing the Game, you must read these Terms of Use/Rules. By playing the Game, you agree to obey and comply with these Terms of Use/Rules, as they may be amended or supplemented from time to time without notice, and with any additional rules or requirements relating to the Game, the Program or the use of Facebook (including, but not limited to, Facebook’s Privacy Policy and Facebook’s Terms of Use). By electing to proceed and play the Game, you acknowledge that your participation in the Game and/or the Program is contingent on your compliance with these Terms of Use/Rules. Producer’s decision on all matters (including but not limited to, structure of the Program, the Game, all judging rules and procedures, selection of questions, interpretation of answers, disqualification of answers, elimination and/or disqualification of contestants, selection of the winner(s) of the Game and/or the awarding or rescinding of Prizes) are at the sole discretion of Producer and shall be final and not subject to challenge or appeal. In addition, if the Game or the Program is halted for any reason, you agree to abide by Producer’s decision regarding resumption of the Game and/or the Program. You understand that Producer reserves the right to change, add to, delete from, modify, or amend these Terms of Use/Rules at any time at Producer’s sole discretion.

7. You agree to abide by any and all decisions made by Producer and/or Company concerning your eligibility to participate on the Program (and the Game), and the selection and awarding of Prizes, if any (it being acknowledged that Producer may not award any Prizes in connection with any Game played on the Program).

8. You understand that in the event of a malfunction, interruption, discontinuation, disruption or dispute of any nature whatsoever affecting the Game or any other Program activity, Producer’s and Company’s decision with respect to the handling of such event (including, but not limited to, whether to continue, restart, revise, reschedule, re-do, or cancel the Game or Program activity or the manner in which to do any of the foregoing with respect to the Game or Program activity, or whether to award any Prize) shall be final. Producer shall have the option, but not the obligation to resume, replay or abandon any Game or any portion thereof, in Producer’s sole discretion.

9. You may not participate in the Game if anyone has provided you in advance with knowledge of any of the questions or answers that will be used in any Game. You represent and warrant that you have no confidential knowledge of or access to, and you do not know anyone with confidential knowledge of or access to, any content, materials (including the questions or answers to trivia questions used in the Game) which are or may be selected for possible use in the Program. You also understand that accepting or agreeing to accept any special or secret assistance to improperly or unfairly influence the outcome of any Game, is not only an express violation of these Terms of Use/Rules, but may potentially subject you to additional criminal or civil penalties.(See paragraph 10 below.)

10. Unless specifically and expressly permitted by Producer, you may NOT seek or accept help of any kind from any third parties affiliated with the Released Parties (as defined below) in connection with any Game, and doing so may result in immediate elimination (provided, however, that you may confer with a representative of Producer with respect to Game play/Game content or Facebook with respect to technical or mechanical questions about any Game). In the event that Producer, in its sole discretion, determines that during the competition of any Game, a contestant has received assistance from, or had improper contact with any of the Released Parties or a person involved with the development, production, distribution, exploitation, or administration of the Game or Program activities, then Producer may take such steps as it determines in its sole discretion (up to and including immediate disqualification). Furthermore, you are prohibited from making agreements to financially benefit or receive other similar consideration from any other contestant, any member, agent or affiliate of Producer, Company, or any Program sponsor in exchange for deliberate premeditated actions that would affect the outcome of the competition of any Game. Evidence of any such collusion, breach of any other rule, and/or breach of this Agreement may result in disqualification from the Game and/or the Program and/or the forfeiture of any Prize(s). You also understand that accepting or agreeing to accept any special or secret assistance to improperly or unfairly influence the outcome of any Game, or to agree with any other party to improperly or unfairly conspire or combine to subvert the fairness or honesty of the Game is not only an express violation of these Terms of Use/Rules but may also potentially subject you to additional criminal or civil penalties.

11. You understand and agree that neither Producer nor Company has made nor will make any representations or warranties regarding the selection of questions and/or answers used in any Game on the Program or the veracity or accuracy of their sourcing, including, but not limited to, the possibility of alternate answers to such questions, which alternate answers (including, but not limited to, the correctness, completeness, accuracy or incorrectness of an answer), Producer may or may not accept, in its sole judgment and discretion and may be subjective in nature, and the waivers, releases and indemnities in these Terms of Use/Rules expressly apply to such sourcing inaccuracies, alternate answers, decisions of Producer or other matters relating to the questions used and/or answers supplied as part of the playing of the Game.

12. You understand and agree that there may be some questions in any Game that require visual and/or audio identification, at Producer's sole discretion.

13. If you are under eighteen (18) years of age as of the date you participate in the Game, then your parent(s) or guardian(s) must also agree to be bound by these Terms of Use/Rules; therefore your parent(s) or guardian(s) declare under oath that they exercise the parental authority on you, and that such authority has not been limited or restricted in any way, and as a consequence, they hold the sufficient authority to grant their consent to you to be obligated in the terms and conditions of this Terms of Use/Rules. Your parent(s) or guardian(s) also declare that they know in full detail the Terms of Use/Rules and the Game Play in which you will participate, which do not represent a risk for your integrity or health and will be executed under their supervision, care and responsibility.

GAME PLAY

14. A typical Game will consist of thirteen (13) questions, but may include more or fewer questions in any Game, at Producer’s sole discretion. Each Game will be conducted as follows (“Game Play”):

(a) At the start of each Game, the Host will read the first question, along with the three (3) possible answer choices, one (1) of which is correct, while the other two (2) are incorrect. You will have approximately ten seconds (:10) (or such other period of time as determined by Producer in any Game) to select an answer after the question is revealed. If you fail to select an answer within the given time period, it will be deemed incorrect and you will be eliminated from Prize contention for that Game, but you may continue to play the Game. If you select an incorrect answer choice, you will be eliminated from Prize contention for that Game and will no longer be eligible to win a Prize for that Game, but you may continue to play the Game. If you select the correct answer choice, you remain in the Game and move on to the next question.

(b) The object of the Game is to answer all of the questions in a given Game correctly. If you correctly answer all of the questions in a Game, you will win the Game and be entitled to the Prize, or a portion thereof, for that Game, subject to the rules and eligibility requirements contained herein. Of the answer choices in any Game, only one (1) answer will be accepted as correct, as determined by Producer in its sole discretion. The difficulty of each question and the content of the questions selected to be in each Game is at the sole discretion of Producer.

(c) In the event there are multiple contestants who successfully answer all of the questions in any Game, the Prize will be divided evenly between you and the other winning contestants. Additionally, the total Prize amount may be rounded up or down in any Game at Producer’s sole discretion for the purposes of distributing the Prize as evenly as possible.

(d) During any Game, you will be able to see the answer choices made by other individuals who are directly or indirectly associated with you on Facebook (“Facebook Friends”) and who are signed into and playing the Game. You may elect to use the answers posted by Facebook Friends (and any Facebook Friends may elect to use the answer posted by you) or you may disregard the answers posted by Facebook Friends, at your sole discretion. However, your answer selection, however you decide to answer, must be made within the time limit established for each question (as set forth above) or it will be deemed to be an incorrect answer. Ultimately, however, you will be responsible for any and all choices and decisions with respect to selecting your answer to any question used in the Game, whether or not you elect to rely on or disregard such answers, and whether or not such choices and decisions affect the outcome of the Game or your success or failure therein. The waivers, releases, and indemnities in these Terms of Use/Rules expressly apply to the foregoing. Producer and Company make no representations or warranties that the answers posted by any Facebook Friends are correct or will help you or any other contestant.

(e) During each Game, you will have the ability to earn a “Free Life” by inviting another individual person to play the Game through Facebook Messenger. If that individual accepts the invitation (i.e., clicks “Claim Free Life”) and actually plays a Game (which requires that they at least answer one question), both you and the individual who you invited will receive a Free Life; provided, however, in the event that more than one person invites you to play, the Free Life will go to the last person whose invitation was accepted. The Free Life will be available for use to you as soon as the individual who you invited answers his or her first question. If you were already out of the Game because you answered a question incorrectly but continued to play for fun, your Free Life will not be applied and instead will be applied to the next game you play. There is no limitation on the number of free lives you may obtain through this method. A Free Life allows you to stay in the Game if you answer a question incorrectly. Once you receive a Free Life, it will automatically be applied when you answer a question incorrectly. You cannot hold on to the Free Life at your discretion; it will automatically be applied for you. You can only use one (1) Free Life per Game and a Free Life cannot be used on the final question in any Game if you answered such question incorrectly.

(f) During Game Play, it is possible that the Host may mispronounce or falter on the delivery of a question prompt or instruction statement. The prompt or instruction statement is always present onscreen and the mispronunciation or faltering of the Host will not be deemed a disadvantage to you or other contestants, and Game Play will continue. If the Host prematurely reveals the answer to a question, or if an answer is somehow otherwise revealed before you or other contestants have the chance to answer, Producer may stop Game Play. Producer reserves the right to replace the question(s) during the Game, regardless of whether the answer revealed was correct.

(g) If any error is made by the Host or any computer operator during Game Play (e.g., an answer or graphic is prematurely revealed, etc.) or Game Play is corrupted in some way, Producer may choose to further evaluate the error, in its sole discretion, on an individual case-by-case basis, and may elect to resume, replay or abandon any Game or portion thereof; however, in all cases, the determination, judgment and decision of Producer will be final and binding for all purposes and final in all respects and not subject to challenge or appeal.

(h) Hints provided in an official capacity by Host, Producer or Company and which are available to all contestants, are not considered secret assistance. Hints may be revealed in a variety of different ways including, but not limited to, the preshow of any Game, within Program itself, through push notifications, on official Facebook pages, and in any other manner determined by Producer and/or Company.

(i) You must play fairly throughout the entire Game, either to the point of your elimination or your completion of the Game. Producers may choose to disqualify any contestant (including you) that Producer believes to be playing by automated scripts or similar means. Any Game Play by a contestant that is determined, at Producer’s sole discretion, to be fraudulent, or one played by an automated script, macro (or any other automated or similar means) will be disqualified from the Game.

AWARDING OF PRIZES

15. Provided that you have completed the Game in accordance with the terms of the Game Play above, you agree that in the event Producer determines, in its sole discretion, to award to you any Prize in connection with the program, the following provisions will apply:

(a) If you are under eighteen (18) years of age as of the date you win the Prize (or any portion thereof), then your parent(s) or guardian(s) must also agree to be bound by these Terms of Use/Rules and/or the conditions under which any Prize is offered (including, but not limited to, the requirements under which any Prize can be awarded in connection with the Game) and must execute and deliver to Producer or Company any documents that Producer or Company deem necessary in order to award any Prize to contestants who are under eighteen (18) years of age, including, but not limited to, a release signed by such contestant’s parent or guardian on behalf of such contestant in the form designated by Producer and/or Company, in order to be eligible to receive a Prize.

(b) Any Prize awarded to you in accordance with these Terms of Use/Rules will be payable after your full participation in the applicable Game. In order to receive any such Prize, you must be in full compliance with all of the eligibility requirements set forth in these Terms of Use/Rules. If you refuse any Prize under its offered conditions, such refusal shall constitute a forfeiture of such Prize and by doing so, you automatically release Producer, SCC, Company, all other persons and entities connected to or involved in the production of the Program (including, but not limited to, the Host or any other talent on the Program), and each of their respective parent, subsidiary and affiliated companies, heirs, executors and administrators of each of the foregoing entities and persons, all other persons and entities connected with the Program, and each of their respective officers, directors, agents, representatives, employees, successors, assignees, and licensees, heirs, executors and administrators (herein, collectively, the “Released Parties”) from any and all obligations with respect to any such Prize.

(c) You (or, in the case of contestants under the age of 18, your parent/guardian) must have a valid (i) Facebook account, and (ii) online payment account through PayPal (“Online Payor”) that allows such Online Payor to receive funds on your behalf and transfer them to you. The Released Parties are not responsible and shall not be liable for the unsuccessful efforts of any contestant under the age of 18 to provide signed parental/guardian consent.

(d) You are responsible for and must pay all state and federal or other taxes on any Prize or consideration awarded to you as the result of playing the Game. By participating on the Program and playing the Game, you hereby release and indemnify Producer and Company from any liability for any such taxes and you authorize Producer to deduct an amount from any such Prize award as required by the Federal government to ensure proper collection of all applicable taxes before delivery of any Prize or consideration, if any. If payment is required, and you do not pay such taxes prior to receiving the Prize, your Prize and/or award will be deemed forfeited. You further understand that (i) in the event that you are a winner of a Prize equal to or more than Six Hundred Dollars ($600) in total in a calendar year, you will be issued an IRS form 1099 and your Prize winnings will be reported to the Internal Revenue Service, and/or (ii) you may be required to properly complete and submit to Producer an IRS form W-9 if Producer determines it to be necessary in order to award to you any Prize or award.

(e) You agree to execute and deliver to Producer or Company any other documents that Producer or Company deem necessary, including, without limitation, pursuant to and local, state or federal laws or requirements (including tax reporting). Furthermore, the awarding of any Prize may be contingent upon the winner’s (or in the case of a winner who is a minor, a winner’s parent/guardian’s) successful passing of a sanctions screen to be conducted by Company.

(f) Any winner of a Game must claim their Prize within one (1) year of winning the applicable Game. If a potential winner does not claim the Prize within the aforementioned timeframe, such potential winner will automatically be disqualified and his or her Prize will be forfeited, and no alternative Prize will be substituted.

(g) You agree to release, indemnify and hold harmless the Released Parties from and against any and all liability, claims, actions, damages, expenses, penalties, and losses of any kind caused by or arising out of the receipt, possession or use of any Prize, award, cash, including the failure to pay any taxes that may be due with respect to the Prize, or otherwise, if any.

(h) Except as permitted under Game Play in connection with the division of any Prize among winning contestants of a Game, you may not share, assign, transfer, or exchange or make any agreement or promise to share, any Prize or any portion of any Prize with any other contestant on the Program (including, without limitation, any Facebook Friends), except as authorized by Producer, Company or otherwise permitted under these Terms of Use/Rules. By participating on the Program and playing the Game, you acknowledge and understand that any such purported agreement or promise shall be unenforceable.

(i) You understand that any failure to comply with any of these Terms of Use/Rules or any other rules, guidelines, or codes of conduct set forth by Producer and/or Company may result in your disqualification from the Game, the Program and/or forfeiture of Prizes, at Producer’s sole discretion.

(j) You understand and agree that your success or failure in the Game and/or the Program, and the amount of any winnings or prizes that you may receive, may be affected by the actions, either known or unknown, of other contestants and participants.

(k) WINNERS MAY BE SUBJECT TO VERIFICATION BY PRODUCER AND/OR COMPANY, OR ANY ADMINISTRATOR OF THE GAME. THE DECISIONS MADE BY PRODUCER AND/OR COMPANY, ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE GAME. AT PRODUCER’S SOLE DISCRETION, A CONTESTANT MAY NOT BE DEEMED A WINNER OF ANY PRIZE, EVEN IF THE GAME OR CONTEST SHOULD SO INDICATE, UNLESS AND UNTIL THE CONTESTANT’S ELIGIBILITY HAS BEEN VERIFIED AND CONTESTANT HAS BEEN NOTIFIED BY PRODUCER OR COMPANY THAT VERIFICATION IS COMPLETE.

REPRESENTATIONS/WARRANTIES/RELEASES/INDEMNITIES

16. BY PARTICIPATING ON THE PROGRAM AND PLAYING THE GAME, YOU HEREBY RELEASE AND DISCHARGE THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, PENALTIES, LIABILITIES, INJURIES, DAMAGES, AND/OR LOSSES ARISING OUT OF YOUR PARTICIPATION ON THE PROGRAM AND/OR PLAYING THE GAME, INCLUDING, BUT NOT LIMITED TO, ELIGIBILITY DETERMINATIONS, YOUR RELIANCE ON THE ANSWERS OR DECISIONS OF OTHER GAME PARTICIPANTS, THE STATEMENTS OR ACTIONS OF ANY HOST OR TALENT ON THE PROGRAM, ANY AND ALL DETERMINATIONS AND DECISIONS REGARDING THE CORRECTNESS, COMPLETENESS, ACCURACY OR INCORRECTNESS OF ANY ANSWER IN THE GAME, HUMAN ERROR, CANCELLATION OF THE PROGRAM OR ANY GAME THEREIN, TECHNICAL DIFFICULTIES OR MALFUNCTIONS, MECHANICAL FAILURES, TRANSMISSION DISRUPTIONS OR DELAYS OR OTHER IRREGULARITIES OF ANY KIND, THE FAILURE OF ANY ONLINE PAYOR TO SUCCESSFULLY OR ACCURATELY TRANSFER FUNDS TO YOU, OR FROM THE ACCEPTANCE AND/OR USE OF ANY PRIZE OR GIFT AWARDED TO YOU IN CONNECTION WITH THE GAME AND/OR THE PROGRAM, IF ANY (“RELEASED CLAIMS”).

17. AS LAWFUL CONSIDERATION FOR PERMITTING YOU TO PARTICIPATE ON THE PROGRAM AND/OR PLAY THE GAME, YOU AGREE THAT YOU, YOUR ASSIGNEES, HEIRS, DISTRIBUTEES, GUARDIANS, SUCCESSORS, EXECUTORS AND/OR LEGAL REPRESENTATIVES WILL NOT BRING, ASSIST WITH OR BE A PARTY TO ANY LEGAL ACTION OR CLAIM AGAINST ANY OF THE RELEASED PARTIES BASED UPON OR ARISING OUT OF ANY OF THE RELEASED CLAIMS, YOUR PARTICIPATION ON THE PROGRAM, YOUR PLAYING OF THE GAME, THE STATEMENTS OR ACTIONS OF ANY HOST OR TALENT ON THE PROGRAM, OR ANY EXPLOITATION OF THE PROGRAM AND/OR THE GAME, ON ANY LEGAL THEORY WHATSOEVER (INCLUDING, BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, VIOLATION OF RIGHTS OF PRIVACY AND PUBLICITY, PORTRAYAL IN A FALSE LIGHT, PUBLIC EMBARRASSMENT, INTRUSION, INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS, OR DEFAMATION). IN THE EVENT THAT A CLAIM IS BROUGHT TO ENFORCE THE TERMS AND CONDITIONS OF THESE TERMS OF USE/RULES, THE PREVAILING PARTY SHALL BE AWARDED ITS REASONABLE ATTORNEY’S FEES AND COSTS INCURRED.

18. BY PARTICIPATING ON THE PROGRAM AND PLAYING THE GAME, YOU EXPRESSLY RELEASE THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL OF THE RELEASED CLAIMS OR ANY CLAIMS WHICH YOU HAVE OR MAY HAVE FOR INVASION OF PRIVACY, PORTRAYAL IN A FALSE LIGHT, DEFAMATION, INTRUSION, INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS OR ANY OTHER CAUSE OF ACTION ARISING OUT OF THE PRODUCTION, DISTRIBUTION, BROADCAST, WEBCAST, STREAMING, PROMOTION OR EXHIBITION OF THE PROGRAM OR YOUR DEPICTION ON THE PROGRAM.

19. By participating on the Program and playing the Game, you agree, to the maximum extent permitted by law, to defend, indemnify and hold each of the Released Parties free and harmless from and against any and all Released Claims (including, without limitation, attorneys' fees and costs and expert witness fees) or any other claims actions, damages, liabilities, losses, costs and/or expenses of any kind caused by, arising out of, resulting from, or relating to, your participation in or in connection with the Program including, without limitation: (a) any statements, actions and omissions made by you during or in connection with your participation on the Program and/or playing of the Game; (b) your breach or alleged breach of these Terms of Use/Rules, Facebook policy or any other agreements related to the Program; and (c) any materials supplied or licensed by you to Producer or Company.

MISCELLANEOUS

20. Any waiver of any term of this Terms of Use/Rules in a particular instance shall not be a waiver of such term for the future. All remedies, rights, undertakings, obligations and/or agreements contained in these Terms of Use/Rules shall be in addition to and shall not limit any other remedy, right, undertaking, obligation and/or agreement of either party.

21. You understand and acknowledge that Producer may assign, license or otherwise transfer some or all of its rights in and in connection with the Program to Company and others. To the extent that Company is not a party to any provisions of this agreement, it is an express, intended third party beneficiary of these Terms of Use/Rules, with full standing to enforce each, every, any and all of its provisions as if it was an express party thereto.

22. This Agreement is controlled by the laws of the State of California, exclusive of the provisions thereof relating to conflicts of laws, and you agree to submit to the jurisdiction of the Superior Court of California located in the County of Los Angeles and the United States District Court for the Central District of California. Any action, proceeding, controversy, dispute or claim arising out of or relating to this Agreement, the breach thereof, its enforcement, arbitrability or interpretation shall be submitted to JAMS for final and binding arbitration, to be held in the County of Los Angeles, California before a single arbitrator under its streamlined arbitration rules and procedures or subsequent versions thereof, including the optional appeal procedure. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS, provided that the arbitrator shall be experienced in the entertainment industry and licensed to practice law in California or a retired judge. Any appellate panel shall consist of three neutral members, subject to the foregoing requirements. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court).

23. If any provision of these Terms of Use/Rules is invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of these Terms of Use/Rules is invalid, illegal or unenforceable in any other jurisdiction. Your remedies for any breach of this Agreement by Producer or others will be limited to an action for damages. In no event shall you be entitled to enjoin or restrain the production, distribution, exhibition or other exploitation of the Program.

24. By participating on the Program and playing the Game, you acknowledge and agree that you have carefully read, these entire Terms of Use/Rules. You understand that you are bound by each and every term of it.