#clapithost Open Call Competition – official rules

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. FAILURE TO COMPLY WITH THESE RULES WILL VOID AN ENTRY. THE CONTEST IS VOID OUTSIDE OF THE U.S. AND WHERE PROHIBITED. THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH, FACEBOOK OR INSTAGRAM.

THE SOONER YOU ENTER, THE BETTER CHANCE YOU HAVE TO WIN.

1 Eligibility. The Open Call with #clapithost competition (“Contest”) is open only to legal residents of the fifty (50) United States and the District of Columbia who are thirteen (13) or older at the time of entry. Employees of Clap Online Pty Ltd and its related companies, as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee are not eligible. The Contest is subject to all federal, state and local laws and regulations and is void outside of the U.S. and where prohibited by law.

2 Sponsor. Clap Online Pty Ltd. and Clap Online Inc. c/o- Will Auslander LLP, 1515 Broadway, New York New York 10036 Clap Online Pty Ltd. and Clap Online Inc. may hereinafter collectively be referred to as the “Sponsor.”

3 Agreement to Official Rules. By using the Contest hashtag specified in Section 5 below, you indicate your full and unconditional agreement to these Official Rules and the decisions of the Sponsor, which are final and binding. You further represent and warrant that you meet the eligibility requirements. Winning a prize is contingent upon fulfilling all requirements set forth herein in a timely manner.

4 Entry and Voting Period. The Contest begins on July 17 2017, at 10:00 a.m. Eastern Daylight Savings Time and ends on August 6, 2017 at midnight EST (the “Entry and Voting Period”). Entries received prior to or after the Entry and Voting Period will be disqualified.

5 How to Enter. You must download the clapit application in order to enter. The application is free to download and use from the iOS store. To enter, during the Entry and Voting Period, create a ME profile on the clapit application, and upload a video clip, up to one (1) minute in length, of your audition (a “Video Clip” and these actions together, an “Entry”). Each Video Clip must be uploaded on the clapit app with the hashtag #clapithost to be eligible.Video clips will be judged based on the criteria in Section 7, below. Limit: one (1) clapit account per person.Any Entries attempted through the use of agencies or robotic, repetitive, automatic, programmed, or similar methods will be void. Entries will not be acknowledged. All information submitted in connection with an Entry will be treated in accordance with these Official Rules and Sponsor’s Privacy Policy, available at http://clapit.com/privacy. You may enter only once. You must provide the information requested. You may not enter more times than indicated by using multiple email addresses, identities, or devices in an attempt to circumvent the rules. You may not solicit anyone else to enter more times than indicated by using multiple email addresses, identities, or devices in an attempt to circumvent the rules. If You use fraudulent methods or otherwise attempt to circumvent the rules in any way including adding fake claps that are not from real users on the clapit application, your submission may be removed from eligibility at the sole discretion of Sponsor, Clap Online Pty Ltd. and/or Clap Online Inc. You hereby acknowledge that Sponsor has methods to detect a violation of this Section 5 and thereby consent to the final determination of Sponsor as to a violation of this section, and waive any and all rights to object. If You become aware of a violation of this Section 5 by someone other than You as it relates to your account, You agree to notify Sponsor immediately so corrective measures can be taken [and so that you will not be disqualified]. Disqualification is at the sole discretion of the Sponsor. The odds of winning depend on the number of eligible entries received.

6 Additional Requirements for Video Clips. Video Clips must be your own original work and must not: (a) contain any content or aspect that is not your own or for which you have not obtained appropriate and necessary rights (i.e. royalty free sound effects and/or music); (b) contain any content that could be considered deceptive, misleading, false, fraudulent, scandalous, indecent, obscene, sexually explicit, defamatory, libelous, threatening, harassing, hateful, degrading, intimidating, graphically violent or otherwise unlawful, tortious or objectionable; (c) depict, encourage, promote or induce conduct that could violate any law or give rise to criminal or civil liability, or that could be considered risky, violent, discriminatory or otherwise inappropriate; (d) contain any personally identifying information about any individual other than you; (e) depict any individual other than you; (other than the acting role for which you are auditioning) (f) contain any confidential information, or any material, non-public information about any company; or (g) contain any virus, worm, Trojan Horse, Easter Egg, time bomb, spyware or other computer code, file or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any website, hardware, software or network. Video Clips must not have been entered into any other contest, promotion or exhibition, or otherwise published or distributed beyond a personal network online. By entering this content, You represent and warrant that your entry is an original work of authorship, and does not violate any third party’s proprietary or intellectual property rights. If your entry infringes upon the intellectual property right of another, You will be disqualified at the sole discretion of Sponsor. If the content of your entry is claimed to constitute infringement of any proprietary or intellectual proprietary rights of any third party, You shall, at your sole expense, defend or settle against such claims. You shall indemnify, defend, and hold harmless the Released Parties from and against any suit, proceeding, claims, liability, loss, damage, costs or expense, which the Released Parties may incur, suffer, or be required to pay arising out of such infringement or suspected infringement of any third party’s right. Sponsor reserves the right, in its sole and absolute discretion, to refuse to accept any Entry or Video Clip or to delete or remove any Video Clip for any reason. The requirements regarding the content of your audition and the two characters needed for Howard Nash’s film which film constitutes this open call are stated in the clapit promotional boxes.

7 Selection of Potential Winner. During the Entry and Voting Period, all eligible Video Clips will be subject to public voting by clapit users. Clapit users will vote on the clapit application, based on the following equally weighted judging criteria: talent of the actor/actress, performance popularity and most compelling video. Each clapit account may vote only one (1) time on each video. Entrants may not solicit votes by creating false accounts or encouraging others to do so, but are permitted to promote their entries via word of mouth, social media, or other means as long as it is done lawfully and in good will, with no payment or exchange offered to others. You hereby acknowledge that Sponsor has methods to detect a violation of this Section 7 and thereby consent to the final determination of Sponsor as to a violation of this section, and waive any and all rights to object. If You become aware of a violation of this Section 7 by an Entrant or someone other than You as it relates to your account, You agree to notify Sponsor immediately so corrective measures can be taken. Disqualification is at the sole discretion of the Sponsor. The five (5) entrants who receive the most clapit user votes on all of his or her eligible Video Clips during the Entry and Voting Period will be deemed the finalists. In the event of a tie, the producer named Mary Jane Bulseco (“Host”) of this contest will select the potential finalist/s based upon the judging criteria above. Sponsor will select one (1) at her discretion from among the five (5) finalists, based upon the judging criteria listed above.

8 Requirements of Potential Winner. Except where prohibited, the potential winner must complete and return an affidavit of eligibility and liability/publicity release (the “Affidavit/Release”) the day of being notified by email to clapit.

9 Prize. The winner for the role of clapit host will be required to host one film open call by clapit and will be directed by clapit at the direction of the co-founder Mary Jane Bulseco. Prizes are non-transferable and non-assignable. No other substitution permitted, except that Sponsor reserves the right in its sole discretion to substitute the prize or a prize component with another prize or component of comparable or greater value. Any and all prize-related expenses, including without limitation any and all federal, state, and/or local taxes, shall be the sole responsibility of winner except for the return air-fare to enable the winner to film the role which is the prize for this open call. Clap Online Inc., at it’s discretion, will provide accommodation for the winner only (should a minor win this open call the minor’s guardian is responsible for their airfare and accommodation and all costs incurred to accompany the minor). Nothing herein requires Sponsor to continue to use winners as ongoing clapit hosts now or in the future for open calls for any particular film or for any other purpose, beyond one open call for a film, and the number of videos that they will be included as winners of this competition is at the sole discretion of Sponsor.

10 Sponsor’s Rights to Entries and Video Clips. By entering the Contest, you grant to Sponsor, its licensees, sponsors, hosts, assignees, independent contractors, consultants and other successors-in-interest, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable (through multiple tiers) and transferable license, without additional consideration to you or third parties, to: (a) reproduce, distribute, perform and display (publicly or otherwise), adapt, modify, edit, translate, make available to the public, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of the Sponsor, through multiple tiers) your Entry and Video Clip in any format or media now known or hereafter developed; (b) create derivative works from and incorporate your Entry and Video Clip into other works or into Sponsor’s or its designees’ products or services; (c) use your Entry and Video Clip for Sponsor’s advertising and promotional purposes; and (d) use your name, Video Clip, portrait, picture, voice, likeness, statements, and biographical information for Sponsor’s advertising and promotional purposes, whether or not in connection with your Entry, in each case for the purpose of administering and promoting the Contest, any future promotions and/or Sponsor, except to the extent prohibited by applicable law. Sponsor reserves the right (but does not have the obligation) to verify at any time that all necessary rights, clearances, consents, releases and other permissions in or relating to your Entry and Video Clip have been validly obtained, and you agree to fully cooperate with Sponsor in any such verification inquiries.

11 Additional Obligations of Winner. In addition to the Video Clip(s) submitted by the winner as part of the Contest, winner will, where requested by Sponsor, provide material to Sponsor (or agree to Sponsor’s obtaining such material, such as through photography and/or videography) including winner’s name, profile, likeness, photo, video, image, biographical or other information or material about Winner (collectively, “Winner Information”). Winner grants to Sponsor a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable (through multiple tiers) and transferable license, without additional consideration to winner or third parties, to:

1 reproduce, distribute, perform and display (publicly or otherwise), adapt, modify, edit, translate, make available to the public, make, sell, offer, import and otherwise use and exploit (and have others exercise such rights on behalf of Sponsor, through multiple tiers) the Winner Information in any format or media now known or hereafter developed;

2 create derivative works from and incorporate the Winner Information into other works or into Sponsor’s or its designees’ products or services; and

3 use the Winner Information for Sponsor’s advertising and promotional purposes, for the purposes of administering and promoting Sponsor’s business and/or the Contest or any future promotions, except to the extent prohibited by applicable law. Winner shall have no right of approval, no claim to further compensation, and no claim arising out of the use, alteration, distortion, or illusionary effect or use in any composite form of the Winner Information. Winner understands that Sponsor may refrain from using the Winner Information. Sponsor reserves the right (but does not have the obligation) to verify at any time that all necessary rights, clearances, consents, releases and other permissions in or relating to the Winner Information have been validly obtained, and winner agrees to fully cooperate with Sponsor in any such verification inquiries.

12 Winner’s Opportunities. Winner agrees not to enter into any agreement, or negotiate to enter into any agreement, with any business substantially similar to, or in competition with, Sponsor, including any social media service other than Sponsor until six months after the date the winner is told that they won #clapithost open call, and then only if winner has not received and accepted an offer to enter into an extended agreement with Sponsor. Winner further agrees that, for a period of three (3) months from the date that he or she is declared the winner, if any of Sponsor, its employees, agents, or representatives arrange an introduction to or meeting with any person in order to advance winner’s career, winner will make a good faith effort to attend any such introduction or meeting and may request that clapit cover reasonable travel costs being the airfare cost only (accommodation may be at the sole discretion of Clap Online Inc. prior to confirming attendance. If such introduction or meeting results in winner’s engagement or other agreement with any such person, then winner agrees that Sponsor will receive 10% of the total dollar value to winner of any such engagement or agreement.

13 Release and Limitation of Liability. By participating in the Contest, you agree to release, indemnify and hold harmless Sponsor, the Hosts, Facebook, Instagram, each of their respective parent, subsidiary and related companies, and each such company’s respective officers, directors, employees, agents and independent contractors (collectively, the “Released Parties”) from and against any claim or cause of action arising out of or related to, directly or indirectly, in whole or in part, whether known or unknown, arising now or in the future, your participation in the Contest, creation of your Entry or Video Clip, or receipt, use or misuse of any prize, including, but not limited to: (a) claims that your Entry or Video Clip violates any intellectual property, publicity or other rights; (b) claims arising from any use or other exploitation of, or failure to use or exploit, your Entry or Video Clip; (c) claims arising from any breach or alleged breach by you of these Official Rules; (d) claims arising from unauthorized human intervention in the Contest; (e) claims arising from technical or printing errors; (f) claims arising from lost, late, postage-due, misdirected or undeliverable mail or email; (g) claims arising from errors in the administration of the Contest or the processing of Entries; (h) claims arising from injury, death or damage to persons or property; or (i) claims based on defamation, infringement of intellectual property rights or on the rights of publicity or privacy. You further agree to release, indemnify and hold harmless the Released Parties from any and all claims or causes of action arising out of or related to, directly or indirectly, in whole or in part, whether known or unknown, arising now or in the future, your participation as a winner of the Contest in the film any video, print, content in any format or media produced by Sponsor, including but not limited to, (a) claims relating to the promised number of words spoken by you in the final cut of the distributed video, (b) claims arising from, in, under or relating to any contracts you enter into with respect to the film video(s) produced by Sponsor and which is the subject of this Contest, and (c) claims relating to your participation in such film, whether arising during preproduction, production, on or off set, postproduction, distribution and/or post distribution of such video(s). You further agree that in any cause of action, the Released Parties’ liability will be limited to the actual out-of-pocket costs associated with participating in the Contest, and in no event shall the Released Parties be liable for, and you hereby waive all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees and travel expenses. Participant further waives all rights to have damages multiplied or increased. YOU WAIVE ANY RIGHTS OR CLAIMS TO INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY SO THE ABOVE MAY NOT APPLY TO ALL ENTRANTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE ANY AND ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.”

14 Disputes. To the extent permitted by applicable law, by entering the Contest, you agree that any and all disputes, claims and causes of action arising out of the Contest or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate federal or state court located in New York, New York. All issues and questions concerning these Official Rules, your rights and obligations, or Sponsor’s rights and obligations shall be governed by the laws of the State of New York, without giving effect to any choice of law or conflict of law rules. Recipient agrees that in the event of any breach or threatened breach by You, Sponsor may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Sponsor against any such breach or threatened breach.

15 General Conditions. In the event that the operation, security or administration of the Contest is impaired in any way for any reason, Sponsor may, in its sole discretion, suspend, modify and/or cancel the Contest and, if feasible, select a potential winner from among eligible, salvageable and non-suspect entries received on or before the termination date. Inclusion in such selection process shall be each entrant’s sole and exclusive remedy under such circumstances. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the operation of the Contest or to be acting in violation of these Official Rules or in a disruptive manner. Any attempt by any person to undermine the operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision. In the event of a dispute as to any entry, the authorized account holder of the account used to enter will be deemed to be the entrant. The potential winner may be required to provide identification sufficient to show that he/she is the authorized account holder. Proof of uploading an Entry or Video Clip does not constitute proof of entry. In the event that an entry is confirmed to have been erroneously deleted, lost or destroyed, entrant’s sole remedy shall be another entry into the Contest. If any provision of these Official Rules is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

16 Results. For the results, go to the clapit app on August 6th, 2017 from 12:00 p.m. until 10:00 p.m. ET, or clapit.com beginning the morning of August 7th, 2017.

17 Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

18 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

19 Use of Clapit Logo in Promotion of Contest Entry. As between Sponsor and You,

(a) You acknowledge Sponsor’s exclusive right, title, and interest in and to the trademark rights in clapit.

(b) You agree that You shall not acquire any right of any kind in Sponsor’s logos as a result of your use of it in promoting your Contest entry on social media or otherwise.

(c) You agree that You shall not: (i) use the clapit logo in any manner likely to diminish its commercial value; (ii) knowingly use any name, logo or icon likely to cause confusion with the logos; (iii) make any representation to the effect that the clapit logo is owned by You rather than by clapit; (iv) challenge either the validity or clapit’s ownership of any trademark rights which incorporate the logo; or (v) attempt to register, register or own in any country: A) the clapit logo; B) any domain name incorporating in whole or in part the clapit logo or C) any name, domain name, keyword or mark confusingly similar to the clapit logo.

(d) As between Sponsor and You, You acknowledge Sponsor’s exclusive right, title and interest in and to the copyright in the clapit logos, and You agree that You will not contest or assist another in contesting that copyright or clapit’s ownership of it.

(e) All materials, if any, provided by Sponsor to You under this Agreement, and all proprietary rights in and to all such materials shall remain the sole and exclusive property of Sponsor, subject only to the non-exclusive rights granted to You under this Agreement.

(f) If Sponsor, in its sole discretion, determines that any materials used or distributed by You under this Agreement are unsatisfactory to clapit, either based on the quality of the materials themselves or the depiction of the clapit logo on the materials, then Sponsor shall so notify You in writing. Upon receipt of such notification, You shall have five (5) days to implement such reasonable changes, as Sponsor shall suggest, ensuring that the materials are satisfactory to Sponsor.

20 Acceptance and Agreement. By checking here, You, the Contestant, have affirmatively reviewed, accepted, and agreed to all of the Official Rules.