NOTE: COMPETITION RULES LAST MODIFIED AUGUST 17, 2007.

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

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

HOW THE COMPETITION WORKS

1) What is Project Breakout's "Comedy Showdown" Competition?

• It's a nationwide search to find and help advance the career of the next comedy star in sketch comedy or stand-up. At Project Breakout, we are providing an entertaining and interactive platform dedicated to helping that really talented comedian or comedic sketch group breakout!
• Only residents of the United States & District of Columbia, as well as Canada, who are 13 years of age and over, can participate. Void where prohibited or restricted, including the states of Arizona, Iowa, Vermont and Connecticut, and the province of Quebec.
• Simply upload one or more videos that you think best showcases your comedic talents in sketch (including alternative comedy) or stand-up, and you will be on your way to seeing if you have what it takes to be the next Breakout Comedy Star.
• Your original comedic video can contain a live stand-up performance or consist of a produced sketch comedy video. It is up to you to decide what performance stands the best chance of winning the online audience and expert judges' panel over. But in any case, the comedic performance must be original, written and performed by you or your comedy group.
• What constitutes stand-up comedy you ask? Well, by definition, Stand-up comedy is a style of comedy where the performer speaks directly to the audience, with the absence of the theatrical fourth wall. A person who performs stand-up comedy is known as a stand-up comic, stand-up comedian or more informally stand up. It is usually performed by a single comedian, and usually with the aid of a microphone. The comedian usually recites a fast paced succession of humorous stories, short jokes (called bits), and one-liners, typically called a monologue, routine or act.
• And what constitutes sketch comedy then? Well, Sketch comedy consists of a series of short comedy scenes, or 'sketches', commonly between one and ten minutes long. Such sketches are performed by a group of comedic actors, either on stage or through an audio or/and visual medium such as broadcasting. Often sketches are first improvised by the actors and written down based on the outcome of these improv sessions, however improvisation is not necessarily involved in all sketch comedy.
• For the purposes of this Competition, any alternative comedy or comedy style not falling within the definition of stand-up, will constitute Sketch comedy.

2) How does the Competition work?

Project Breakout's Comedy Showdown Competition consists of a 10-week Competition starting on Wednesday, June 27, 2007 and ending on September 13, 2007, pitting stand-up comedians against sketch (including alternative) comedy groups, and involving a combination of online audience voting and a panel of judges. The following table provides details of each Round of the Competition (please refer to the Official Rules for complete details):

Comedy Showdown Competition Schedule

The Rounds	The Dates	What Happens
Round 1 Entry Period	Wednesday, June 27 to Sunday, July 29, 2007	Any stand-up or sketch comedy group can enter as a Contestant and upload unlimited original videos
Round 1 Online Audience Voting Period	Monday, July 30 to Sunday, August 5, 2007	The Online Audience votes for their favorite videos. A Limit of 15 votes per user account (i.e. login ID) per day across all videos. The Top 20 stand-up comedians and Top 20 sketch comedy groups are voted through by the Online Audience. Only the Top vote-getting entry of each Contestant will be eligible to move on to Round 2.
Round 2 Entry Period (the Quarterfinals)	Monday, August 6 to Monday, August 13, 2007 (11:59 AM ET)	Each of the Top 20 stand up comedians and Top 20 sketch groups will be required to upload a new, original video.
Round 2 Online Audience Voting Period	Monday, August 13 (12:00 PM ET) to Monday, August 20, 2007 (11:59 AM ET)	The Online Audience and Expert Panel of Judges vote through the Top 5 Contestants in each genre (stand-up and sketch) to the Semi-Finals. There is a 50% / 50% vote weighting between the audience ranking and the judges's average ranking. In the event of any tie(s), the Judges' average ranking shall break such tie(s).
Round 3 Entry Period (the Semi-Finals)	Monday, August 20 (12:00 PM ET) to Monday, August 27, 2007 (11:59 AM ET)	The Semi-Finalists must submit yet another original video.
Round 3 Voting Period	Monday, August 27 (12:00 PM ET) to Monday, September 3, 2007 (11:59 AM ET)	Again, based on 50/50 vote weighting, the online audience and expert judges vote through the Top stand-up and Top sketch group to the Finals. The final result is based on an average of the ranking as determined by online audience vote and the Judges' average ranking. In the event of any tie(s), the Judges' average ranking shall break such tie(s). On September 3, we announce results to the world.
Comedy Showdown (the Finals)	Thursday, September 13, 2007	We fly the Finalists to NYC for 3 nights where they face off live on stage at Comix NY. The winner is crowned!

3) How do I enter the Comedy Showdown Competition?

• Simply register or login on our site at www.projectbreakout.com and upload a video using our video uploader. See the Official Rules.
• You must provide a valid e-mail address in your registration profile; otherwise you will be subject to disqualification from entry into the Competition. Your email address will be used as your username/login ID.
• To be eligible, a stand-up contestant must consist of a single performer and a sketch or alternative comedy group must consist of a minimum of one (1) but not more than five (5) members. A single username (login ID) and profile should be used for each Contestant, whether or not consisting of more than one (1) individual members.
• From June 27 to July 29, 2007, you may upload as many of your original comedy videos as you like.
• During upload, you must select whether your entry is a stand-up comedy entry or sketch comedy entry.
• All contents of the video must be original, written and performed entirely by you or your comedy group.
• No use of copyrighted materials will be permitted, unless you have received the permission of the copyright holder. Also make sure that anyone you are featuring in your video has given you their permission to appear in your video.
• The total running time of your video must be no longer than ten (10) minutes.

4) What could I win?

• What you are really interested to know, right!
• In addition to enjoying a 3-night all-expenses paid trip (travel and accommodation only) to New York City to perform at Comix, a leading comedy venue in the heart of Manhattan, the Grand Prize winner will receive a cash prize of US $1,000 and a guest spot on a nationally-syndicated comedy showcase.
• As a Competition Finalist, the Second Place winner gets to enjoy a 3 night all-expenses (travel and accommodation) paid trip to NYC to compete live on stage at Comix NY

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 by watching, voting and commenting on the videos. You will have a hand in picking the next Breakout Comedy Star!

Project Breakout

Comedy Showdown Competition

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN THE COMPETITION.
THIS COMPETITION IS OPERATED BY PANORAMA SOLUTIONS INC.,
THE OWNER OF PROJECT BREAKOUT (the "Operator").

Void where Prohibited or Restricted

1) COMPETITION DESCRIPTION:

Comedy Showdown is a skill-based Competition in which Contestants will compete to become the next breakout comedy star. In addition to being flown to New York City, as one of two finalists, travel and accommodation expenses paid for 3 nights, to compete live on stage at leading comedy venue Comix NY, the winning comedian or comedy group (the "Grand Prize Winner") will earn One Thousand United States Dollars (US $1,000) in cash and a guest spot on a nationally-syndicated comedy showcase (the "Grand Prize"). The Competition begins at 3:00:00 PM ET on Wednesday, June 27, 2007 (the "Competition Start Date"), when Contestants will be invited to enter a video ("Video") of their comedic performance, whether a live performance or produced comedy sketch video, which will be voted on by Public Voters. Contestants may upload unlimited videos beginning on the Competition Start Date and ending at 11:59:59 PM ET on Sunday, July 29th, 2007 (the "Video Entry Period") and all of their Video uploads may be voted on by the Public Voters.

From 12:00:00 AM ET on Monday, July 30th, 2007 (the "Round 1 Voting Start Date") through to 11:59:59 PM ET on Sunday, August 5th, 2007 (the "Round 1 Voting End Date"), the Public Voters may vote on their favorite Video submissions. There is a voting restriction of fifteen (15) votes per day per User account across all Videos entered in the Competition. At the end of the Round 1 Voting End Date the Operator tallies all votes cast by the Public Voters and the Top 20 Contestants in Stand-Up and the Top 20 Contestants in Sketch Comedy including alternative comedy (as voted through by the Public Voters) are determined and move on to Round 2, the Semi-Finals. Only the top vote-getting entry of each Contestant will be eligible to move on to Round 2. For voting purposes, each the Videos of each genre (stand-up and sketch including alternative) will be tabulated independently. From 12:00:00 AM ET on Monday, August 6, 2007 through to 11:59:59 AM ET on Monday, August 13, 2007 (the "Round 2 Entry Period"), the Top 20 Contestants (the Quarter-Finalists) in each comedy genre will be asked to submit a new, original comedy video. From 12:00:00 PM ET on Monday, August 13, 2007 to 11:59:59 AM ET on Monday, August 20, 2007 (the "Round 2 Voting Period"), the Public Voters and our panel of judges (the "Judges") vote on Round 2 video entries. At the end of the Round 2 Voting Period, for each Video the Operator calculates the average between the ranking of the Public Voters and the Judges's average ranking, and determines the Top 5 Contestants (the "Semi-Finalists") in each genre. For further clarity, there is a 50% / 50% weighting as between the Public Voters' ranking and the Judges' average ranking.

From 12:00:00 PM ET on Monday, August 20, 2007 through to 11:59:59 AM ET on Monday, August 27, 2007 (the "Round 3 Entry Period"), the Semi-Finalists will be invited to upload another new, original comedy Video. From 12:00:00 PM ET on Monday, August 27, 2007 through to 11:59:00 AM ET on Monday, September 3, 2007, the Public Voters and the Judges will vote on the Semi-Finalists' submissions. Based on 50/50 weighting between the Public Voters and the Judges, the Top Sketch Comedy Contestant and the Top Stand-up Contestant (collectively, the "Finalists") will be selected. At the end of the Round 3 Voting Period, for each Video the Operator calculates the average between the ranking of the Public Voters and the Judges's average ranking, and determines the Top 5 Contestants (the "Semi-Finalists") in each genre. For further clarity, there is a 50% / 50% weighting as between the Public Voters' ranking and the Judges' average ranking. Once the final ranking has been determined, the Operator will notify the two Finalists and then post the results on the Site at www.projectbreakout.com on Monday, September 3, 2007 (the "Round 3 Voting End Date").

In the event of a tie between any entries in Rounds 2 or 3 of the Competition, the Judges' average ranking of the respective Video Entries shall serve as the determining factor in breaking such tie(s).

Video submissions in any Round must be no longer than ten (10) minutes in total running time.

2) ELIGIBILITY:

This Competition is open to legal residents of Canada, the 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 Canada, or in the qualifying United States and Washington, DC, and (c) excluding the province of Quebec; the states of Arizona, Vermont, Connecticut and Iowa, and all U.S. territories and possessions, including Puerto Rico and the U.S. Virgin Islands, U.S. or Canadian Military installations located outside of the United States or Canada, 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:

Anyone or group wishing to participate in the Competition first must register to participate, thereby becoming an eligible participant (Participants submitting Videos are referred to as "Contestants"; Participants who wish to make comments on Video Entries are referred to as "Commenters;" each Contestant and/or Commenter is a "Participant"; each comic or comedy group is referred to as a "Contestant"). Contestants must provide a valid e-mail address upon registration, otherwise they are subject to disqualification from the Competition. Participants who wish to vote are referred to as "Public Voters" and are required, along with Commenters, to complete basic registration. Registration is free and available at 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 Judges, which are final and binding in all respects. Limit one (1) registration per comic or comedy group (consisting of a minimum of 1 member and a maximum of 5 members) and per e-mail address. Any comic 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 subject to disqualification 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 (if not already installed on your computer). You may submit unlimited Videos but you may not submit the same or materially similar Video more than once throughout the Competition, or a video that contains the same original comedy. The decision about what constitutes the same or materially similar Video is in the Operator's sole discretion. During the upload process, you must select whether your Video entry is (a) a stand-up comedy video or (b) a sketch comedy video, which shall include alternative and non-stand-up comedy, for the purposes of this Competition. Your Videos should showcase your comedic talents and creativity so that they have the potential to make you the next Breakout Comedy Star. Videos: (a) must be no more than ten (10) minutes in total running time; (b) must be no larger than 100MB; (c) must be formatted and encoded according to the requirements set forth at www.videoegg.com, our partner providing the uploading tool (acceptable video formats include the following: .3gp, .3gp2, .avi, .dv, .mpg, .mpg4, .mov, .mqv, .wmv, .asf); (d) must be written and performed only by your comic or comedy group (e) must be in English, if there is any language in the Video; and (f) 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. Use of any Elements or other materials that are not original 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 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 comic or 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 (http://comedy.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 Contestant 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 Contestant; (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 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:

1. "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 Competition 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 on the "Competition Start Date. Between the Competition Start Date and the Competition End Date, anyone will, according to the Competition Description noted in Section 1 hereof, have the opportunity to view and vote (during the Voting Period only) on Videos, which Public Voters may do simply by playing a Video and clicking on the Vote button. To be a Public Voter, you must complete basic registration and be logged in when voting. During Voting periods, no Contestant may have more than one (1) Video move into the next Round. Non-advancing Contestant videos will continue to be displayed on the Competition Site for viewing and entertainment purposes, but will not be eligible for further consideration by the Public Voters or the Judges. If for any reason any of the Competition Winners or Contestants advancing through the is disqualified due to a violation of the Official Competition Rules or the Operator's Terms of Use, then the Contestant receiving the next highest number of votes will be deemed a Competition Winner and receive, along with the other non-disqualified Competition Winners, the according prize.

In the event of a tie between any entries in Rounds 2 or 3 of the Competition, the Judges' average ranking of the respective Video Entries shall serve as the determining factor in breaking such tie(s).

8) COMPETITION PRIZES:

One (1) Competition prize (the "Competition Prize") will be awarded. In addition to being flown on an all-expenses paid 3-day and night trip (flight and accommodation only) to New York City to perform live on stage at Comix on September 13, 2007, the Grand Prize Winner of the Comedy Showdown will earn a cash prize of one thousand United States dollars (US $1,000) and a guest spot on a nationally-syndicated comedy showcase, as noted in Section 1 hereof. The odds of winning the Competition depends upon the number of eligible submissions and total votes cast.

Competition Prizes consist of only those items specifically listed as part of the prizes. 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 Winners (the "Winner(s)") 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 each individual member of each of the Winners, or their parent or legal guardian if any individual member of a Winner is under the age of majority in the jurisdiction in which the member of such Winner resides. Failure by each of the Winners to return or deliver the executed Release within the time periods specified, or non-compliance with these Official Rules, or inability to notify any of the Winners will result in that Winner's disqualification and forfeiture of the prize, and an alternate 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 Competition Winner's prize or prize notification is returned as undeliverable, such Winner 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. Each individual member of each of the Winners 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. Each 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 any Competition Winner's use or handling of a prize after it has been delivered to the Competition 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) CONSENT TO COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION; PRIVACY

By entering the Competition and voluntarily providing his/her personal information, you consent and agree to Project Breakout's collection, use and disclosure of your personal information for the purpose of administering the Competition, including contacting you in relation to the Competition and disclosing the list of winners. Project Breakout will not use your personal information for any other reason, nor will Project Breakout disclose it to any third party. See Project Breakout Privacy Policy, located at http://comedy.projectbreakout.com/info/privacy, for information on how personal information received in respect of the Competition is handled. Any questions regarding Project Breakout's Privacy Policy and/or treatment of your personal information should be directed to Project Breakout's Privacy Manager via email to privacy@projectbreakout.com.

13) WINNERS' LIST/RULES REQUESTS

For a copy of the Official Rules or any Competition 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
USA.

Requests received after September 30, 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
USA.

No purchase necessary. Competition open to U.S. and Canadian legal residents, 13 years of age and older. Void where prohibited or restricted and in the states of Arizona, Vermont, Connecticut and Iowa, and the province of Quebec.

COMPETITION RULES LAST MODIFIED AUGUST 17, 2007.