Thanks for visiting our site. We look forward to seeing your comedy video entry in the Competition.

The Official Rules below are the last word on Project Breakout’s Comedy Competition, so please read them carefully, but here’s a snapshot of the key details to help you get started

HOW THE COMEDY COMPETITION WORKS

1. What is the Project Breakout Comedy Competition?

The Comedy Competition is a nationwide search to find and help advance the career of the next big comedy star(s). At Project Breakout, we are providing an entertaining platform dedicated to helping that truly talented individual or comedy group breakout. You’ve seen the success of these undiscovered talents on TV talent contests that have risen to the top and launched successful careers - now is your chance to breakout and replicate that success. Only residents of the 50 United States & District of Columbia who are 13 years of age and over can participate. Simply upload a comedy video that you think best showcases your comedic talents and you will be on your way to seeing if you have what it takes to be the next Project Breakout Comedy Star.

2. How do I enter the Comedy Competition

Simply register or login on our site at www.projectbreakout.com and upload a video using our video uploader. You must provide a valid e-mail address in your registration profile, otherwise you will be disqualified from entry into the Competition. A contestant can consist of an individual or group of not more than five (5) performers, and a single username/profile should be used in either case. You may upload unlimited videos in the Round 1 Entry Period of the Competition, but you will be required to select only one (1) of your videos to submit to vote by Public Voters by the end of the Round 1 Entry Period. You can select your 1 entry by sending an email to touchbase@projectbreakout.com telling us your username and the video title you want to keep. If, however, you do not select a video by the close of the Round 1 Entry Period, then we will automatically select your video with the most votes at that point. If you should be so talented as to make it into Rounds 2 and 3, one new Video in each of those rounds will be required. All contents of the video, including music, must be original and should be funny. Pretty much anything goes as long as it falls into comedy, but as a guideline you should try to enter a work that falls into one of the following 4 categories: (i) sketch comedy, (ii) small screen sketch, (iii) stand-up comedy or (iv) modified improv. Primarily we are looking for material that is really funny. No use of copyrighted materials will be permitted. Also make sure that anyone you are featuring in your video has given you their permission to appear in your video. For Round 1, your video must be no more than 5 minutes in total running time. If you advance to Round 2 (Semi-Finals), your new, original video must not exceed 5 minutes, and if you move onto Round 3 (Finals), your third piece of original work must be no longer than 5 minutes.

3. How does the Competition work?

The Comedy Competition consists of 3 rounds over nearly 2 months with the first round starting on March 12, 2007.

• March 12th: We begin accepting video entries for Round 1 our Comedy Competition. Anyone can upload an unlimited number of videos, but must select only 1 of their video entries to submit to a vote by Public Voters by the end of the Round 1 Entry Period. You can select your 1 entry by sending an email to touchbase@projectbreakout.com telling us your username and the video title you want to keep. If, however, you do not select a video by the close of the Round 1 Entry Period, then we will automatically select your video with the most votes at that point. Users can immediately watch and comment on videos. Contestants may continue to upload videos right through to March 31st.
• March 26th: Round 1 Voting by the online audience begins.
• March 31st: Round 1 Entry Period closes. Anyone can vote for their preferred video entry until April 11th.
• April 10th: Round 1 voting ends.
• April 11th: We perform a tally of all votes cast by Public Voters and notify our Top 10 Semi-Finalists.
• April 12th: Round 2 Entry Period begins. Our Top 10 Semi-Finalists must upload a new, original video of their work.
• April 18th: Round 2 Entry Period closes.
• April 19th: The Judges’ review and voting kicks into gear. Our expert panel decides which 3 will make into the Finals.
• April 20th: We announce the results of the Judges’ Voting.
• April 21st: Round 3 Entry Period begins and our Top 3 Finalists must then upload yet another original piece of work. They have until April 27th.
• April 27th: Round 3 (Finals) Entry Period closes.
• April 28th: Online Audience voting begins at midnight (12 AM on Saturday). Please note that there will be a voting limit of 15 votes per IP address per day across all 3 video entries in Round 3. The Online Audience voting will be given a 50% weighting in determining the Competition Winner. The expert 3-person judges’ panel will be given the other 50% weighting.
• May 2nd: Online Audience Voting ends.
• May 3rd/4th: Production of Finale with Expert Judges, 3 finalists and Host on location in sunny South Florida.
• May 7th: IT’S THE BIG DAY WHEN WE ANNOUNCE OUR WINNER TO THE WORLD!

4. What could I win?

This is the best part! The winning individual or comedy group will earn a featured role at the upcoming SketchfestNYC comedy Festival, which runs from June 7 to 9, 2007 in New York City, as well as a three day all expenses paid internship during the Festival learning from some of today’s brightest comedians and influential insiders. SketchfestNYC (www.sketchfestnyc.com) is a leading, national sketch comedy festival now in its 3rd year of production. If that’s not enough, the Winner will also participate in the production of an entertaining Webisode during the Big Finale in sunny South Florida. How that’s for a great opportunity to launch your career in comedy? Enter your Comedy Video now!

5. What’s in it for me if I am not a contestant?

If you don't want to enter the Competition, you can still play an important role in the Comedy Competition by watching, voting and commenting on the videos. You will have a hand in picking the next breakout star in Comedy!

Project Breakout Comedy Competition OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN THE CONTEST.

THIS CONTEST IS OPERATED BY PANORAMA SOLUTIONS INC.,

THE OWNER OF PROJECT BREAKOUT (the "Operator").

Void where Prohibited or Restricted

1. COMPETITION DESCRIPTION:

The Project Breakout Comedy Video Competition (the "Comedy Competition") is a skill based Competition in which Contestants will compete to become the next breakout star in comedy. The winner(s) will earn a featured role at the upcoming SketchfestNYC comedy festival, which runs from June 7 to 9, 2007 in New York City, as well as a three day all expenses paid internship in New York City learning from some of today’s brightest comedians and influential insiders.

Round 1 of the Competition begins at 12:00:00 PM ET on Monday, March 12, 2007, when Contestants will be invited to enter a video (“Video”) of their comedic performance, which will be voted on by Public Voters only in Round 1. Contestants may upload unlimited videos during the Round 1 Entry Period, but must select only one (1) of their video entries to submit to a vote by Public Voters by the end of the Round 1 Entry Period. You can select your 1 entry by sending an email to touchbase@projectbreakout.com telling us your username and the video title you want to keep. If, however, you do not select a video by the close of the Round 1 Entry Period, then we will automatically select your video with the most votes at that point. The Round 1 Video Entry Period (the “Round 1 Entry Period”) ends at 6:00:00 PM ET on Saturday, March 31, 2007. Round 1 Videos must be no longer than three (3) minutes in total running time. Voting by Public Voters on Round 1 Video Entries begins at 12:00:00 PM (noon) ET on Monday, March 26, 2007. Voting in Round 1 is by Public Voters only. Round 1 voting ends at 11:59:59 PM ET on Tuesday, April 10, 2007, after which time the Operator tallies all votes cast by the Public Voters and notifies our Top 10 semi-finalists on Wednesday, April 11. The 10 Videos receiving the highest number of votes (the “Semi-Finalists”) advance to the semi-final round. Each Semi-Finalist will be notified by email that they have advanced to the semi-final round and asked to enter a new, original Video. The Operator will announce the Semi-Finalists on the Competition Site and the Round 2 (semi-finals) Entry Period starts at 12:00:00 AM (midnight) ET on Thursday, April 12, 2007. The Round 2 Entry Period ends at 6:00:00 PM ET on Wednesday, April 18, 2007. Our expert panel of Judges (the “Judges”) then review each Semi-Finalist’s Video Entry on Thursday, April 19 and cast their votes on each Video. The Top 3 entries (the “Finalists”) are announced on Friday, April 20, 2007 and advance to the Round 3 (finals). Each Finalist will be notified by email that they have advance to Round 3 and asked to enter a new, original Video when Round 3 begins. At 12:00:00 AM (midnight) ET on Saturday, April 21, 2007, the Round 3 Entry Period begins and the Round 3 Entry Period closes at 6:00:00 PM ET on Friday, April 27, 2007. Round 3 voting on the Finalists’ Video entries by Public Voters only begins at 12:00:00 AM ET on Saturday, April 28, 2007 and closes at 11:59:59 PM ET on Wednesday, May 2, 2007. There will be a voting limit of fifteen (15) votes per IP address per day across all 3 video entries in Round 3. The Operator tallies all votes cast for the 3 Finalists by Public Voters. Each of the 3 Finalists is flown, all-expenses paid (travel, accommodation and meals) from their hometown in the U.S., (which must be located within the jurisdiction noted in Section 2 hereof) to Fort Lauderdale, Florida where they will participate in the production of a Webisode with the Judges on Thursday, May 3 and/or Friday, May 4, 2007, which will include, without limitation, an entertaining presentation and interactive critique by the Judges of the Finalists’ Video Entries, Judges’ voting on each Finalist Video Entry and announcement of the winner. The total Public Voters’ vote and the total Judges’ vote of each Finalist Video Entry will each be given a fifty percent (50%) weighting. In the event of a tie between Finalists, the Public Voters’ vote totals will be given preference and determine the Competition Winner. On May 7, 2007, the Operator will post the Webisode to the Competition Site and notify the winner(s) that they are the new Project Breakout Comedy Star.

2. ELIGIBILITY:

This Competition is open to legal residents of the fifty United States and the District of Columbia who: (a) are 13 years of age or older, and (b) who reside and are physically located at the time of registration, in the fifty United States and Washington, DC, and (c) excluding all U.S. territories and possessions, including Puerto Rico and the U.S. Virgin Islands, U.S. Military installations located outside of the United States, or where prohibited, taxed or restricted by law. Employees and agents of the Operator, its affiliates, subsidiaries, advertising and promotion agencies, Channel Sponsors, any other prize or award partner or Operator, and any entity involved in the development, production, implementation, administration or fulfillment of the Competition and each of their respective officers, directors and employees (all of the foregoing collectively referred to as "Promotion Entities"), and their immediate family members and/or those living in the same household of such persons, whether related or not, are not eligible to enter the Competition.

3. HOW TO REGISTER:

Any individual wishing to participate in the Competition first must register to participate, thereby becoming an eligible participant (Contestants submitting Videos are referred to as "Contestants"; Contestants who wish to make comments on Video Entries are referred to as “Commenters;” each Contestant and/or Commenter is a "Participant"; each individual or comedy group is referred to as a “Contestant”). Contestants must provide a valid e-mail address upon registration, otherwise they will be disqualified from the Competition. Users who wish to vote are referred to as "Public Voters" but are not required to register. Registration is free and available at www.projectbreakout.com (the "Competition Site"). As part of the registration process, Contestants will be required to click where indicated to signify that they accept and agree to be bound by these Official Rules, including the decision of the Public Voters and the Expert Judges, which are final and binding in all respects. Limit one (1) registration per person or comedy group (not to exceed 5 persons) and per e-mail address. Any individual or comedy group that attempts to register, or in the sole discretion of Operator is suspected of registering more than once, by any means, including but not limited to establishing multiple e-mail accounts or Project Breakout IDs will be disqualified from the Competition.

4. HOW TO SUBMIT A VIDEO TO THE COMPETITION:

Once you have completed registration, follow the online instructions to upload your Video(s), which will include installing a small piece of software provided by our partner, VideoEgg. No Contestant that is a comedy group may include more than five (5) persons and each comedy group must create a single login/profile. You may submit unlimited Videos, but you must select only one (1) of your Video Entries to submit to a vote by Public Voters by the end of the Round 1 Entry Period. You can select your 1 entry by sending an email to touchbase@projectbreakout.com telling us your username and the video title you want to keep. If, however, you do not select a video by the close of the Round 1 Entry Period, then we will automatically select your video with the most votes at that point. If you advance through the Rounds, you may not submit the same or materially similar Video more than once throughout the Competition. The decision about what constitutes the same or materially similar Video is in the Operator's sole discretion. Your Videos should showcase your individual or group comedic talents and creativity so that they have the potential to make you the next Project Breakout Comedy Star. Videos: (a) must be no more than 5 minutes in total running time in Round 1; (b) if you become a Semi-Finalist, must be no more than 5 minutes in total running in Round 2; (c) if you become a Finalist, must be no more than 5 minutes in total running time in Round 3; (d) may be formatted and encoded according to the requirements set forth at www.videoegg.com, our partner providing the uploading tool ; (e) must be in English, if there is any language in the Video; (e) must, in the sole and unfettered discretion of the Operator: (i) contain only content that is suitable for all persons over the age of 12; (ii) not contain any sexually explicit, disparaging, libelous or other inappropriate content or any nudity; (iii) not contain any commercial content that promotes any product or service other than Project Breakout; and (iv) not contain any copyrighted works (other than as owned by the Contestant). Any elements appearing in your Video, including without limitation music, audio, speech/voiceovers, stills, video, supers, or other audiovisual materials (collectively, "Elements") used must be entirely original, created and performed by you or be in the public domain. Contemporary, popular songs/tunes are not in the public domain. Use of any Elements or other materials that are not original, or in the public domain may result in disqualification of Video, in Operator's sole discretion.

5. CONDITIONS OF COMPETITION ENTRY:

Each Contestant retains ownership of any Video it enters into the Competition. However, as conditions of entry into the Competition, each Contestant, and in the case of more than 1 person comprising a Contestant each individual that is a member of the Contestant:

1. WARRANTS AND REPRESENTS THAT THE CONTESTANT OWNS ALL RIGHTS TO THE VIDEO(S) IT IS SUBMITTING, INCLUDING, WITHOUT LIMITATION, THE VIDEO OR DIGITAL RECORDING, AND THE PERFORMANCE CONTAINED IN EACH VIDEO (COLLECTIVELY, THE "COMPETITION ENTRY MATERIALS");
2. WARRANTS AND REPRESENTS THAT THE CONTESTANT IS/ARE THE INDIVIDUAL(S) PICTURED AND HEARD IN THE RECORDING, OR, ALTERNATIVELY, THAT THE CONTESTANT HAS OBTAINED PERMISSION FROM EACH PERSON WHO APPEARS IN THE COMPETITION ENTRY MATERIALS TO GRANT THE RIGHTS TO THE OPERATOR DESCRIBED IN THESE RULES, AND CAN MAKE SUCH PERMISSIONS AVAILABLE TO OPERATOR UPON REQUEST;
3. WARRANTS AND REPRESENTS THAT: (a) ITS COMPETITION ENTRY MATERIALS ARE ORIGINAL AND HAVE BEEN LEGALLY OBTAINED AND CREATED, AND DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER LEGAL OR MORAL RIGHTS OF ANY THIRD PARTY;
4. without any promise to pay or payment of monetary consideration whatsoever, irrevocably grants to Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, the worldwide, royalty-free, non-exclusive, sublicensable, unconditional, perpetual and transferable right and license to copyright (only as applicable), reproduce, encode, store, modify, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), the Contestant's name (and in the case of a comedy group Contestant, each individual member’s name), address, image, voice, likeness, statements, biographical material and Competition Entry Materials, including, but not limited to, the Video or digital recording and performances contained in any of the above items, as well as any additional photographic images, video images, portraits, interviews or other materials relating to the Contestant and arising out of its participation in this Competition (with or without using the Contestant's name) (collectively, the "Additional Materials") (in each case, as submitted or as edited/modified in any way, whether by the Promotion Entities, their licensees, or assigns, in the Promotion Entities' sole discretion) in any media throughout the world for any purpose, without limitation, and without additional review, compensation, or approval from the Contestant or any other party.
5. irrevocably grants to Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, the worldwide, royalty-free, non-exclusive, sublicensable, unconditional, perpetual and transferable right and license to use the Competition Entry Materials for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, perform, reproduce and distribute the Competition Entry Materials in any media format or medium and through any media channels.
6. grants to others: (i) the non-exclusive license to access the Competition Entry Materials through the Competition Site or Project Breakout Video Service; (ii) the ability for Project Breakout registered users ("Project Breakout Users") to vote, review, comment on, blog and tag the Competition Entry Materials; (iii) the ability to embed Project Breakout's video player with the Competition Entry Materials on the Project Breakout User's web site; (iv) the ability for Project Breakout Users to send and distribute the Competition Entry Materials via e-mail or instant messenger; (v) the ability to access the Competition Entry Materials via Project Breakout's web service APIs or via RSS or any similar XML or related feeds; and (vi) the non-exclusive license to use, reproduce, distribute, remix, prepare derivative works of and compilations, display and perform the Competition Entry Materials as permitted through the functionality of the Project Breakout Video service and under the Project Breakout Terms of Use (www.projectbreakout.com/info/terms).
7. forever waives any rights of privacy, intellectual property rights, and any other legal or moral rights that may preclude Promotion Entities' use of the Contestant's Competition Entry Materials or Additional Materials, or require the Contestant's permission for Promotion Entities to use them for promotional purposes, and agrees to never sue or assert any claim against the Promotion Entities' use of those Materials;
8. acknowledges and agrees that (a) Operator has access to and/or may create or have created literary, film, tape and/or other materials, ideas and concepts which may be similar or identical to the Competition Entry Materials in theme, idea, plot, format, characters and/or other respects; (b) the Contestant will not be entitled to any compensation or other consideration whatsoever because of the use by Operator of any such similar or identical material, ideas and/or concepts; and (c) Operator's use of material containing elements similar to or identical with those contained in the Competition Entry Materials or any Video shall not obligate Operator to negotiate with nor entitle Participant to any compensation or other claim;
9. agrees to indemnify and hold the Promotion Entities and their respective affiliates, officers, directors, agents, co-branders or other partners, and any of their employees (collectively, the "Promotion Indemnitees"), harmless from any and all claims, damages, expenses, costs (including reasonable attorneys' fees) and liabilities (including settlements), brought or asserted by any third party against any of the Promotion Indemnitees arising out of or in connection with (a) any Competition Entry Materials or Additional Materials (including, but not limited to, any and all claims of third parties, whether or not groundless, based on the Entry of such other material); (b) any breach by Contestant of any warranty, agreement or representation contained in the Official Rules or terms of use or in any documentation submitted by Participant; (c) the Contestant's conduct during and in connection with this Competition, including but not limited to trademark, copyright, or other intellectual property rights, right of publicity, right of privacy or defamation; or (d) the acceptance of any prize.

California Release of Claims. All California Contestants acknowledge that there is a possibility that, subsequent to its involvement with the Competition and adherence to this Official Rules, the Contestant it may discover facts or incur or suffer claims which were unknown or unsuspected at the time agreeing to these Official Rules, and which if known by the Contestant at that time may have materially affected its decision to participate in the Competition. Such Contestants acknowledge and agree that by reason of these Official Rules, and the release contained in the preceding subsections, the Contestant is assuming any risk of such unknown facts and such unknown and unsuspected claims. Such Contestants acknowledge that they have read these Official Rules and, as such, hereby have been advised of the existence of Section 1542 of the California Civil Code, which provides:

• “A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Notwithstanding such provisions, this release shall constitute a full release in accordance with its terms. Such Contestants knowingly and voluntarily waive any statute, law, or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of these Official Rules, and without such waiver the Contestant would not have been permitted to participate in the Competition or compete for or receive a prize. Such Contestants acknowledge and understand the significance and consequence of this release and of this specific waiver of such laws.

6. OPERATOR'S RIGHT TO DISQUALIFY:

At any time during the Competition, Operator reserves the right, in its sole and unfettered discretion, to disqualify and remove any Video that it believes contains any inappropriate content, infringes the rights of any third party, or otherwise does not meet any other requirements in these Official Rules. The Operator reserves the right to disqualify any Participant and/or Contestant Winner in the event that the Operator believes, in its sole discretion, that such Participant and/or Competition Winner used technology to gain an unfair advantage over other Contestants (including but not limited to use of software and computer programs intended to automatically vote or fill out website forms); has engaged in fraudulent conduct; or has failed to comply with the Operator’s Terms of Use, or if the Participant is in breach of these Official Rules in any manner. The decisions of the Operator on this and all matter relating to the Competition are final and binding.

7. VOTING:

All eligible Videos will be displayed on the Competition Site starting Monday, March 12, 2007 (the “Competition Start Date”). Between the Competition Start Date and May 4, 2007 at 11:59:59 PM ET, (the "Competition End Date"), anyone will, according to the Competition Description noted in Section 1 hereof, have the opportunity to view and vote on Videos, which Public Voters may do simply by playing a Video and clicking on the Vote button. The Video receiving the greatest number of votes, according to the specific rules governing voting in each round as noted in the Competition Description (Section 1 hereof), wins the Competition (the “Competition Winner”). If for any reason the Competition Winner is disqualified due to a violation of the Official Competition Rules or the Operator’s Terms of Use, then the Video receiving the next highest number of votes will be deemed the Competition Winner and receive the Competition Prize.

8. COMPETITION PRIZE:

One Competition Prize will be awarded. The Competition Prize consists of (i) a featured role at the SketchfestNYC (www.sketchfestnyc.com) sketch comedy festival in New York City that runs from June 7 to 9, 2007 (the “Festival”); and (ii) a three-day internship with comedy insiders during the Festival to help advance the professional career of the Competition Winner.

Prize consists of only those items specifically listed as part of the prize. No substitution or transfer of prize is permitted, except that Operator reserves the right to substitute a prize of equal or greater value in the event that an offered prize is unavailable. All federal, state and local taxes on prizes are the sole responsibility of the winner.

How to Claim Prize. The Competition Winner must return, within five (5) business days after a notification attempt by the Operator, an Affidavit of Eligibility and Liability/Publicity Release (“Release”) personally signed by the Competition Winner (and in the case of a comedy group, each individual member of the Competition Winner), or the Competition Winner’s parent or legal guardian if the Competition Winner is under the age of majority in the jurisdiction in which the Competition Winner resides. Failure by the Competition Winner to return or deliver the executed Release within the time periods specified, or non-compliance with these Official Rules, or inability to notify the Competition Winner will result in that Competition Winner’s disqualification and forfeiture of the prize, and an alternate Competition Winner may be selected from remaining eligible entries. If a Winner cannot be reached after a reasonable effort has been exerted, if the Winner is found to be ineligible, the Winner cannot or does not comply with these Official Rules, or if the Winner’s prize or prize notification is returned as undeliverable, such person will be disqualified and an alternate Winner may be selected at Operator’s sole discretion. No prize will be awarded until the Release form is received by Operator. The Competition Winner will be required to provide Operator with its telephone number and complete, current, mailing address. No winner will be qualified until the Winner’s Video Entry is validated.

9. GENERAL RULES:

The Competition is governed by and subject to the laws of the United States. All federal, state and local laws and regulations apply. Void where restricted or prohibited by law. The Competition Winner will receive an IRS Form 1099 for the value of their prizes. By participating in the Competition and/or accepting any prize, Contestants grant permission to Operator and its advertising and promotion agencies to use their name, likenesses, Videos and any other material submitted in connection with the Competition for purposes of advertising, publicity and promotion purposes, without further compensation to Contestant, unless prohibited by law. Contestants agree to be bound by the Official Rules and the decisions of the Public Voters, the Judges and the Operator (as and where applicable) that are final and binding on all matters relating to the Competition. All matters of time for the Competition will be measured by Operator’s computer systems. Operator is not responsible for any typographical or other errors in the printing of the offer, administration of the Competition or the announcement of the prizes, or for lost, late, misdirected, damaged, incomplete or illegal entries.

Project Breakout reserves the right at its sole discretion to disqualify the Competition Video Entry or the Vote of any individual found to be (a) tampering or attempting to tamper with the entry process or the operation of the Competition or any Project Breakout website; (b) violating the Official Rules; (c) violating the terms of use and/or general rules or guidelines of any Project Breakout property or service, or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Further, Project Breakout reserves the right to disqualify any Competition Entry which, in Project Breakout's sole opinion, is deemed to be offensive, libelous, slanderous, inflammatory, or otherwise inappropriate in any way for this Competition. CAUTION: ANY ATTEMPT BY A CONTESTANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE COMPETITION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PROJECT BREAKOUT RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. All entries become the property of the Operator and may not be acknowledged or returned. E-mail or paper entries are not permitted.

Official Rules are Final and Binding. By entering this Competition, Contestants acknowledge that they have read and understand these Official Rules and agree to be bound by and acknowledge compliance with these Official Rules including, without limitation, eligibility requirements and by all the decisions of the Operator. Failure to comply with these or any other Official Rules will result in disqualification. All decisions of the Operator are final and binding on all matters relating to this Competition.

These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of the Operator. The Promotion Entities, and anyone acting on their behalf, will not enter into any communications with any Participant regarding this Competition, except as expressly set forth in these Official Rules. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. The headings of the paragraphs in these Official Rules are for the convenience of reference only, and do not form a part hereof, and in no way define, limit, describe, modify, interpret or construe the meanings of the Competition, the Terms of Use, the scope of these Official Rules, or the intent of any paragraph hereof. The Operator’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. The Operator is not responsible for any electronic or typographical error in the printing or reproduction of these Official Rules, administration of the Competition or in the announcement of any prize or Competition Winner. Proof of sending or submission will not be deemed to be proof of receipt by the Operator.

If Operator shall desire to secure additional assignments, certificates or other documents as Operator may reasonably require in order to effectuate the purposes and intents of these Official Rules and the Competition, then each Participant agrees to promptly sign and deliver to the Operator the same upon Operator’s request therefor.

10. LIMITATIONS OF LIABILITY:

The Promotion Entities assume no responsibility for any computer, online, telephone transmission or technical malfunctions that may occur during participation in the Competition (including, without limitation, the voting phase of the Competition), or for theft, destruction or unauthorized access to, or alteration of, Competition Entry Materials or Votes. The Promotion Entities are not responsible for any incorrect or inaccurate information, whether caused by website users, Contestants or any of the equipment or programming associated with or utilized in the Competition; or for any technical or human error which may occur in the processing of entries or votes in the Competition. The Promotion Entities assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, failures or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, software, email, players or browsers, whether on account of technical problems, traffic congestion on the Internet or at any website, or on account of any combination of the foregoing (including but not limited to any such problems which may result in the inability to access the Competition Site or to submit Entry Materials or Votes in connection with the Competition). The Promotion Entities are not responsible for any injury or damage to Contestants or to any computer related to or resulting from participating or downloading materials in this Competition. If, for any reason, the Competition is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Promotion Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Competition, Operator (except where prohibited by law) reserves the right at its sole discretion to cancel, terminate, modify or suspend the Competition without notice or obligation and select winners from among that portion of the Competition that has not been compromised, if any. If such cancellation, termination, modification or suspension occurs, the Operator will make a commercially reasonable effort to post notice of such on the Operator’s website. The Operator is not responsible for the Competition Winner’s use or handling of a prize after it has been delivered to the prize winner.

11. DISPUTES/GOVERNING LAW:

Except where prohibited, as a condition of participating in this Competition, Participant agrees that any and all disputes which cannot be resolved between the parties, claims and causes of action arising out of or connected with this Competition, or any prize awarded, or the determination of winners shall be resolved individually, without resort to any form of class action. Further, in any such dispute, under no circumstances will Participant be permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Contestant's actual out-pocket expenses (e.g., costs associated with entering this Competition), and Participant further waives all rights to have damages multiplied or increased. In the event of a dispute as to the identity of a winner based on email address, the winning entry will be declared made by the Authorized Account Holder of the email address submitted at time of entry. For purposes of these Official Rules, "Authorized Account Holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider or other organization (e.g., business, educational, institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be required to show proof of being the authorized account holder

All issues and questions rights and obligations of Participant in connection with this Competition shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., without giving effect to the conflict of laws rules thereof and any matters or proceedings which are not subject to arbitration as set forth in these Official Rules and/or for entering any judgment on an arbitration award, shall take place in the State of New York, Southern District.

The parties waive rights to trial by jury in any action or proceeding instituted in connection with these Official Rules and/or this Competition. Any controversy or claim arising out of or relating to these Official Rules and/or this Competition shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, Southern District, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

12. PRIVACY:

By entering the Competition, you agree to Project Breakout's use of your personal information, as described in the Project Breakout Privacy Policy, located at www.projectbreakout.com/info/privacy.

13. WINNERS' LIST/RULES REQUESTS

For a copy of the Official Rules or the winner's name write to us requesting same (including a separate, stamped, self-addressed envelope) to:

Panorama Solutions Inc.
Winner's List / Official Rules Requests
401 E. Las Olas Boulevard
Suite 130-145
Fort Lauderdale, FL 33301.

Requests received after May 31, 2007 will not be honored.

14. OPERATOR

Project Breakout
A unit of Panorama Solutions Inc.
401 E. Las Olas Boulevard
Suite 130-145
Fort Lauderdale, FL 33301.

No purchase necessary; void where prohibited. Contest open to U.S. legal residents 13 years of age and older.