FLIPTRACK.COM MUSIC VIDEO CONTEST

    OFFICIAL RULES AND AGREEMENT

    1. NO PURCHASE OR PAYMENT IS NECESSARY TO PARTICIPATE IN THE FLIPTRACK.COM MUSIC VIDEO CONTEST. To enter the Fliptrack.com Music Video Contest (the “Contest”), you must:

    a) Carefully read these Official Rules and Agreement (collectively, the “Agreement”) and then click on the “I ACCEPT” button located on the registration page

    b) Successfully upload of photographs required by the scavenger hunt directions (the “Photos”) owned by you (the “Owner”) to the Fliptrack.com web site using the photo upload tool located at www.fliptrack.com/make-video.

    c) After uploading the Photos, use the FliptrackTM video creation tool located at www.fliptrack.com/make-video to create an original music video (“Video”) by synchronizing the Photos of the scavenger hunt items to the composition and lyrics of the track “Portrait of Love” by the artist “Cheri Dennis” (the “Song”).

    d) Post your Video to the Fliptrack.com Contest section by following the directions on the contest registration page.

    2. SPONSORS: The Contest is sponsored by Fliptrack, Inc., 3705 Haven Ave, Suite 111 Menlo Park, CA 94025.

    94041 (“Fliptrack”) and Bad Boy Records (the “Sponsors”).

    3. SUBMISSION PERIOD: The submission period of the Contest is from 06:01 P.M. Pacific Standard Time (“PST”) on December 6th, 2007 to 11:59 P.M. PST on January 31st, 2008 (the “Submission Period”). The Video and Owner’s acceptance of this Agreement must be submitted to the Fliptrack.com web site within the Submission Period. EACH REGISTERED USER OF FLIPTRACK.COM MAY CREATE AND SUBMIT AS MANY VIDEOS AS THEY DEISRE. ONLY ONE VIDEO BY ANY USER MAY REACH THE FINALS.

    4. ELIGIBILITY: To participate in the Contest, Owner must be (i) a registered user of Fliptrack.com, and (ii) eighteen (18) years of age or older as of the date on which the Contest begins or thirteen (13) or older with parental permission. This Contest is offered only in the United States to legal United States residents. Persons in any of the following categories are NOT eligible to participate or to win the prize: (a) employees, directors, agents and independent contractors of Sponsors; (b) employees, directors, agents and independent contractors of Sponsors’ advertising and promotional agencies; and (c) persons who are immediate family (e.g., spouse, mother, father, sister, brother, daughter or son, regardless of where they live) or co-inhabitants (whether related or not) of any person in the preceding two categories. By entering, Owner agrees to these Official Rules and Agreement and the decisions of the Judges (as defined below in Section 6) whose decisions are final and binding in all respects.

    5. SUBMISSIONS: It is a condition of participation in the Contest that Owner carefully reads and agrees to all terms and conditions of this Agreement, and then clicks on the “I ACCEPT” button located at the end of this Agreement. Failure to comply with the immediately preceding sentence, or any breach of or noncompliance with the representations, covenants and warranties set forth herein, may result in disqualification of Owner's Video submission.

    6. JUDGING: The judging for this Contest shall be conducted pursuant to a two-stage process. Each eligible Video posted to the Contest Section of the Fliptrack.com web site shall be included in the first stage of the process. During the first stage which shall commence at 12:01 A.M. PST on February 1st 2008 and continue through and until 5:00 P.M. PST on February 7th 2008 (the “First Stage”), each person that visits the Fliptrack.com web site at www.Fliptrack.com and registers by providing his/her e-mail address, display name and password will be able to vote on each eligible Video posted to the Contest Section of the Fliptrack.com web site once. Registered users will not be allowed to vote on their own Video. At the end of the First Stage, the Videos with the five (5) highest cumulative scores will make it to the second stage of the judging process; while, all of the other Videos will be eliminated from the Contest. During the second stage which shall commence at 7:00 P.M. PST on February 7th 2008 and continue through and until 7:00 P.M. PST on Feburary 20th 2008 (the “Second Stage”), each Video will be judged and a single Video will be selected (the “Selected Video”) by the Judges (as hereinafter defined in this Section 6) based on the following factors in the following percentages: Creativity (25%), Individual Expression (25%), Thoughtful Use of Music (25%) and Positive Viewer Commentary (25%) To be eligible to win, the video must contain all scavenger hunt items. . The Owner of the Selected Video will be notified by telephone, e-mail or physical mail on or about February 22nd, 2008. Sponsors reserve the right to refuse to consider a submission if it contains any of the following: libelous, defamatory, hateful or otherwise objectionable content, personal names, phone numbers, addresses, URLs or other personally identifiable information of individuals. In this instance, the Judge(s) will be artist Cheri Dennis.

    7. SELECTED VIDEO: The Selected Video, as determined by the Judges pursuant to Section 6 above, will become the official music video for the Song on Fliptrack.com. By submitting a Video, Owner represents and warrants that, if selected as the Selected Video, he/she agrees to execute (i) an Affidavit of Eligibility, and (ii) a Liability and Publicity Release. Failure by any Owner to comply with the provisions set forth in the immediately preceding sentence within ten (10) business days of notification may result in disqualification and the selection of an alternate Selected Video.

    8. SUBMISSION TERMS & CONDITIONS:

    (a) Owner acknowledges and agrees that the Sponsors have adopted the policy, with respect to accepting, considering and reviewing Videos in connection with the Contest, of refusing to accept, consider or otherwise review the Video in the absence of Owner’s acceptance of all of the terms and conditions of this Agreement. Owner acknowledges and agrees that Owner has retained a copy of the Video and Owner hereby releases the Sponsors of and from any and all liability for loss of, or damage to, the copy of the Video that Owner submits hereunder. Owner understands that this submission is not made in confidence and shall not be held in confidence by Sponsors.

    (b) Owner represents and warrants to Sponsors that (i) Owner is the sole author and owner of the Video and all rights herein licensed to Sponsors, and Owner has the full and sole right and authority to license such rights and no consent of any third party is necessary for Owner to license such rights; (ii) the Video and all characters, roles, plots, subplots, etc., contained within the Video are original to Owner and novel, that no other persons participated in the production of the Video or any photographs incorporated therein, that no other persons have any rights in or to the Video, that the Video is not in the public domain, that the Video does not infringe any rights of any third party(ies), and that the Video does not libel, defame, or invade the rights (including, without limitation, the right of privacy or publicity) of any third party(ies); (iii) neither Owner nor any person involved in the development or production of the Video is a member of the Writer’s Guild of America, Screen Actors Guild, American Federation of Television and Radio Artists, Directors Guild of America or any other guild or performing rights society; (iv) neither Owner nor any person involved in the development or production of the Video is or will be entitled to any type of deferred, “back-end,” royalty-based, revenue/proceed/profit participation, residual and/or any other type of contingent compensation if the Video is distributed on the Internet or by any other means; (v) all obligations relating to the Video have been satisfied, including, without limitation, those with and relating to artists and personnel, licenses, and laboratory and other contracts; (vi) Owner has the right to enter into this Agreement and to grant the rights granted or agreed to be granted hereunder; and (vii) no payments are required to be made (and none shall be required to be made) to any and all performing rights societies, bodies and/or groups representing authors, composers, musicians, artists, or any other persons. Owner will indemnify Sponsors against and from any and all claims, loss or liability (including reasonable attorneys' fees) that may be asserted against Sponsor(s) or incurred by Sponsor(s), at any time, in connection with (aa) the Video or any use thereof, and/or (bb) any breach of the representations and warranties set forth in the immediately preceding sentence.

    (c) Owner hereby grants to Sponsors a] perpetual, irrevocable, worldwide, sublicensable (through multiple tiers), assignable, royalty-free, fully paid-up right and license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display and otherwise exploit the Video over the Internet, intranets, online services, mobile networks, offline receiving and playback devices, and/or any successor media, whether now known or hereinafter devised (all such medias hereafter shall be collectively referred to as the “Internet”), and/or in any and all other media or method now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation and without an obligation to report to Owner. The Video is not subject to any obligation, whether of confidentiality, attribution or otherwise, on the part of the Sponsors and the Sponsors will not be liable for any use or disclosure of the Video. Owner acknowledges that Sponsors have no obligations to Owner except as explicitly set forth herein, and that no other obligations exist or shall exist or shall be deemed to exist. Owner further acknowledges that at this time the Sponsors have no intent to compensate Owner in any way and Owner has no expectation of receiving any compensation. Owner further agrees that Sponsors and their designees shall exclusively own all documents, works and other materials that incorporate all or part of the Video. For the avoidance of doubt, Owner shall retain all of his/her ownership rights in the Video.

    (d) Owner hereby grants to Sponsors a non-exclusive, fully paid-up, worldwide, royalty free license during the Term to use excerpts of the Video and Owner’s name, likeness and biographical information for advertising and/or promotional purposes of any kind or nature.

    (e) Owner further acknowledges and agrees that other persons, including the Sponsors’ own employees and others who have or will make submissions, may have submitted or may submit in the future similar Videos which the Sponsors have or will acquire the right to use. Owner acknowledges and agrees that Owner will not receive any compensation because of Sponsors’ use of other similar Videos. Owner agrees that no confidential or fiduciary relationship is established between Owner and the Sponsors as a result of submission of the Video. The Sponsors have no obligation to use or distribute the Video. Owner also acknowledges and agrees that, with respect to any portion of the Video that is not protectable, submission of the Video shall not be deemed to place the Sponsors in any different position than members of the general public.

    (f) The Sponsors may assign their rights hereunder. This Agreement shall inure to the benefit of the parties hereto and their heirs, successors, representatives and, solely with respect to the Sponsors, to the Sponsor’s assignees. Any such heir, successor, representative, assignee or licensee shall be deemed a third party beneficiary of this Agreement.

    (g) This Agreement shall constitute the entire agreement between the Sponsors and Owner and any modification hereof must be in writing and signed by the parties. Should any of terms and/or conditions of this Agreement and/or any part thereof be void or unenforceable, such term and/or condition and/or part thereof shall be deemed omitted, and the remaining terms, conditions and/or parts thereof shall remain in full force and effect.

    9. GENERAL CONDITIONS: By submitting a Video and clicking on the “I ACCEPT” button at the end of this Agreement, Owner agrees to abide by the terms of the Agreement and by the decisions of the Judges, which are final on all matters pertaining to this Contest. Sponsors are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received or sent by Sponsors on account of technical problems or traffic congestion on the Internet or at any web site or by human error which may occur in the Contest, any combination thereof, or otherwise, including any injury or damage to Owner’s or any other person’s computer related to or resulting from participation or downloading any materials in the Contest. Sponsors are not responsible for late, lost, illegible, incomplete, stolen, or misdirected submissions. If any portion of this Contest is compromised by virus, bugs, non-authorized human intervention, fraud, technical failure or other causes beyond the control of Sponsors which, in the sole opinion of Sponsors, corrupts, or impairs the administration, security, fairness, or integrity of the Contest, Sponsors reserve the right in their sole discretion to cancel, modify, suspend or terminate the Contest upon reasonable notice. Sponsors further reserve the right to modify these rules at any time upon reasonable notice. Posting on the Fliptrack.com web site shall be considered reasonable notice for purposes of this section. Sponsors are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration, of submissions. All federal, state and local laws and regulations apply. Any and all resulting tax obligations are the sole responsibility of the Owner of the Selected Video. Owner further grants to Sponsors the right to use and publish Owner’s public name and state Owner’s name online and in print, or any other media, in connection with the Contest. Acceptance as the Selected Video constitutes permission for Sponsors to use winner’s name and likeness for advertising and promotional purposes without additional compensation unless prohibited by law.

    10. RELEASE AND INDEMNITY: BY SUBMITTING A VIDEO, OWNER RELEASES AND HOLDS HARMLESS THE SPONSORS, AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL LIABILITY FOR ANY INJURIES, LOSS OR DAMAGE OF ANY KIND ARISING FROM OR IN CONNECTION WITH THIS CONTEST OR SELECTION OF THE SUBMISSION AS THE SELECTED VIDEO.

    11. CHOICE OF LAW; VENUE; ARBITRATION: The laws of the State of California, exclusive of choice of law, jurisdiction or venue provisions, shall govern this Contest. Any controversy relating to this Contest will be finally arbitrated in [San Francisco County], State of California, by one (1) arbitrator mutually selected by the Owner and Sponsors. If Sponsors and Owner cannot agree on an arbitrator within a reasonable period of time (which period of time shall not exceed ten (10) days), an arbitrator shall be selected pursuant to the then prevailing rules of the American Arbitration Association. The arbitrator shall have at least ten (10) years of related intellectual property experience. The arbitration shall be governed by and subject to the laws of the State of California, the then prevailing rules of the American Arbitration Association. Any award favorable to Owner shall be limited to the fixing of compensation which shall bear a reasonable relation to compensation customarily paid by the Sponsors for similar material, taking into account Owner’s experience as a filmmaker at the time the Video was submitted, the nature of the Video, and any amount received by Owner for other material designed before the submission of the Video to Fliptrack.com. The arbitrator shall not have the authority to award punitive damages.

    12. NAME OF OWNER OF SELECTED VIDEO: The Selected Video and the name of the Owner thereof will be posted on the Fliptrack.com web site on or about February 27, 2008. The title of the Selected Video and the name of the Owner thereof also will be available by sending a self-addressed stamped envelope to Fliptrack, Inc., 3705 Haven Ave, Suite 111 Menlo Park, CA 94025.

    By CLICKING ON the “Enter now” BUTTON on the registraion page, I hereby Acknowledge and agree that i have carefully read and agree to all of the terms, covenants and conditions of this Fliptrack.com MUSIC Video Contest Official Rules and Agreement.

    Owner understands that (s)he will not click on the “enter now” button if (s)he does not AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, OR CANNOT MAKE ALL OF THE REPRESENTATIONS, covenants AND WARRANTIES SET FORTH HEREIN.