PROJECT SPITFIRE OFFICIAL RULES. FOR ALL OTHER TONGAL PROJECTS, SEE THE OFFICIAL RULES APPLICABLE TO ALL OTHER TONGAL PROJECTS.

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.

GENERAL

Project Spitfire (the "Project") presents Members (as defined below) with the opportunity to have their documentary film “green lit” and to work with Tongal, Inc., the sponsor of the Project (“Tongal”), and Spitfire Pictures, LLC (“Spitfire”), the production company responsible for the documentaries "No Direction Home" and Oscar-winning "Undefeated," to create it. Each of the first three (3) phases of the Project will be conducted as a skill-based contest and chance plays no part in the determination of the winner(s) thereof. These Project Spitfire Official Rules (these “Official Rules”) form a binding legal agreement between you and Tongal with respect to the Project should you choose to participate. You will also be asked to review and agree to abide by these Official Rules as well as agree to certain stipulations as a condition to any submission you make in connection with the Project. You must follow all instructions and submit your entries to be considered in the Project. The Project is not eligible for “Tongal Seasons.”

These Official Rules provide the general rules applicable to the first three (3) phases of the Project (i.e., the “Subject Phase,” the “Pitch Phase” and the “Sizzle Reel Phase”). The final phase of the Project (i.e., the “Production Phase”) will not be governed by these Official Rules, but rather by one or more binding production agreements substantially in the form provided on the Website (each, a “Production Agreement”) to be entered into by and between Tongal and each Member (as defined below) whose entry is selected to advance to the Production Phase. Administrative details and requirements pertaining to the Project are located on the project details page and project requirements page for the Project (collectively, the "Spitfire Project Page"), which You agree are deemed to supplement and made a part of these Official Rules. Any reference in these Official Rules to “Official Rules” shall be deemed to be a reference to these Official Rules and the Spitfire Project Page, taken as a whole. These Official Rules may be modified from time to time by Tongal with respect to any phase of the Project as long as they are posted to the Tongal Website located at http://www.tongal.com (the “Website”) prior to the commencement of such phase, and any such modifications shall be effective as of the date they are posted on the Website.

SECTION 1: ELIGIBILITY

The Project is open only to natural persons, eighteen (18) years or older (or 19 years of age if such person resides in Nebraska or Alabama or under 21 years of age in Mississippi), or the age of majority in the relevant jurisdiction at the time of entry and registered users of the Website (each, a "Member"). Projects are not open to residents of Cuba, Iran, Syria, North Korea, Sudan, Myanmar (Burma), Northern Ireland, and Quebec, or to other individuals restricted by U.S. export controls and sanctions, and is void in any other nation, state, or province where prohibited or restricted by U.S. or local law. All references in these Official Rules to “You” (including references to “Your”) are to you, in your capacity as a Member.

The following individuals are not eligible to participate in the Project: employees, directors and officers of Tongal or Spitfire, and each of their respective parent companies, subsidiaries and affiliated companies, distributors, web design, advertising or other agencies (collectively, "Project Parties"), and any spouse, parent or child of any of the Project Parties.

BY MAKING ANY SUBMISSION OF AN ENTRY TO THE PROJECT, YOU AFFIRM YOUR ELIGIBILITY, REPRESENT AND WARRANT THAT YOU HAVE REVIEWED THE TERMS OF USE AND PRIVACY POLICY OF TONGAL, AND AGREE TO BE BOUND BY THESE OFFICIAL RULES, THE TERMS OF USE OF THE WEBSITE, THE RULES AND OTHER REQUIREMENTS POSTED ON THE SPITFIRE PROJECT PAGE, AND ALL DECISIONS OF THE JUDGES, WHICH ARE FINAL, BINDING AND CONCLUSIVE WITH RESPECT TO ALL MATTERS RELATING TO THE PROJECT.

SECTION 2: THE PHASES OF THE PROJECT

The entry periods for each phase of the Project will be stated on the Spitfire Project Page. Tongal reserves the right to extend the deadline for submission of entries for any phase of the Project. Tongal reserves the right to suspend or cancel the Project, or any phase of the Project, due to a lack of a significant number of participants or qualified entries, as determined in Tongal's sole and absolute discretion.

SECTION 3: JUDGES

Tongal and Spitfire will designate a panel of individuals comprised of executives and employees of Tongal and Spitfire (the “Panel”) to judge the Entries to each phase of the Project.

SECTION 4: ADMINISTRATION OF THE PROJECT

The Project will consist of four (4) phases, the “Subject Phase,” the “Pitch Phase,” the “Sizzle Reel Phase” and the “Production Phase.” Only the Subject Phase, the Pitch Phase and the Sizzle Reel Phase will be governed by these Official Rules. The Production Phase will be governed by the terms of the Production Agreements (as defined below).

Subject Phase

  • Objective: Members will submit ideas for a documentary film about a subject matter of such Member’s choosing, subject to the subject matter guidelines and restrictions posted on the Spitfire Project Page.
  • Limit on Number of Subject Submissions: Members may not submit more than two (2) Entries in the Subject Phase.
  • Number of Winners: Five (5) winners will be selected by the Panel.
  • Total Prize Purse: $5,000 ‐ each Member whose Entry is selected as a winner in the Subject Phase will be eligible to claim a $1,000 prize. Additionally, if a Member’s Entry in the Subject Phase serves as the subject matter basis of one of the winning Entries in the Sizzle Reel Phase (a “Sizzle Submission”), then such Member will be entitled to additional compensation in an amount equal to five percent (5%) of the net profits, if any, generated by a film based on such Sizzle Submission, as provided in the Production Agreement.
  • Entry Requirements:
    • You must be a registered user of the Website;
    • You must submit Your Entry prior to the completion of the Subject Phase;
    • You must make (via “click-through” agreement) certain representations and warranties required by Tongal at the time You submit Your Entry (e.g., that You have the consent of any third party who may have any rights in Your submission); and
    • You must (a) confirm that You have read and understand these Official Rules, and (b) agree to be bound by their terms.
    • BY SUMBITTING AN ENTRY IN THE SUBJECT PHASE, YOU GRANT AND CONVEY TO TONGAL ALL RIGHT, TITLE AND INTEREST IN AND TO YOUR ENTRY IN THE SUBJECT PHASE, AND ACKNOWLEDGE AND AGREE THAT TONGAL SHALL HAVE ALL RIGHTS OF OWNERSHIP RELATING TO SUCH ENTRY; PROVIDED, THAT IN THE EVENT THAT YOUR ENTRY IS NOT SELECTED AS A WINNER IN THE SUBJECT PHASE (OR IF YOUR ENTRY IS A WINNER IN THE SUBJECT PHASE, BUT IS NOT SELECTED AS A WINNER IN THE PITCH OR SIZZLE REEL PHASES), THEN ALL RIGHTS IN AND TO SUCH ENTRY SHALL AUTOMATICALLY (WITHOUT ANY FURTHER ACTION ON THE PART OF TONGAL) AND IMMEDIATELY BE DEEMED TO HAVE BEEN RECONVEYED TO YOU.
  • Judging Criteria: Entries in the Subject Phase will be evaluated and ranked by the Panel using the following criteria:
    • Production Feasibility;
    • Compelling Characters;
    • Engaging Story;
    • Timeliness of Subject Matter; and
    • Broad Appeal/”Buzzworthiness”.
  • Conditions to Payout: If Your Entry is selected as a winner in the Subject Phase, You must satisfy each of the following conditions to claim Your prize:
    • You must complete, sign and submit a Winner Affidavit of Eligibility & Release and a Tongal Intellectual Property Rights Assignment (each of which are available for download from the Website) (collectively, the "Verification Forms") to Tongal within five (5) business days after the completion of the Subject Phase. Tongal shall have no obligation to pay any prize to You, and Tongal may select an alternate winner in the event that You fail to timely submit the Verification Forms to Tongal.
    • You must submit to Tongal written evidence, in form and substance satisfactory to Tongal (as determined by Tongal in its sole and absolute discretion), that You have all rights to use the persons, storylines, property, assets, materials and other underlying subject matter (including, without limitation, publicity rights, life story rights, property rights, option rights, etc.) necessary to permit You, Tongal and its designees, licensees, successors and assigns to develop, film, market, distribute and otherwise exploit in any and all manners and mediums, whether now existing or hereafter created, a documentary film production based on the subject matter of Your Entry (the “Subject Matter Rights”). Evidence of Your Subject Matter Rights shall be in the form of the applicable winner’s form made available by Tongal on the Website (collectively, the “Winners’ Forms”); provided, that if a particular Subject Matter Right is not covered by the Winners’ Forms, then You shall notify Tongal and Tongal will provide You with a form acceptable to Tongal. Click here to see the Winners’ Forms.

Pitch Phase

  • Objective: Members will submit pitches for a documentary film based on either (a) one of the winning Entries from the Subject Phase or (b) subject matter of such Member’s choosing which was not submitted as part of the Subject Phase (a “Wild Card Entry”), subject to the subject matter guidelines and restrictions posted on the Spitfire Project Page.
  • Limit on Number of Pitch Submissions: Members may not submit more than two (2) Entries in the Pitch Phase.
  • Number of Winners: Eight (8) winners will be selected by the Panel.
  • Total Prize Purse: $20,000 ‐ each Member whose Entry is selected as a winner in the Pitch Phase will be eligible to claim a prize of $2,500 towards the production of a “sizzle reel” based on such Member’s Entry in the Pitch Phase. The prize for winning Entries in the Pitch Phase shall be payable in two installments, as follows:
    • $1,250 shall be payable within five (5) business days after the conditions to payout described below are satisfied; and
    • $1,250 shall be payable within five (5) business days after the “sizzle reel” is received by Tongal and the Sizzle Reel Phase is closed for submissions.
  • Entry Requirements:
    • You must be a registered user of the Website;
    • You must submit Your Entry prior to the completion of the Pitch Phase;
    • You must make (via “click-through” agreement) certain representations and warranties required by Tongal at the time You submit Your Entry; and
    • You must (a) confirm that You have read and understand these Official Rules, and (b) agree to be bound by their terms.
    • BY SUMBITTING AN ENTRY IN THE PITCH PHASE, YOU GRANT AND CONVEY TO TONGAL ALL RIGHT, TITLE AND INTEREST IN AND TO YOUR ENTRY IN THE PITCH PHASE, AND ACKNOWLEDGE AND AGREE THAT TONGAL SHALL HAVE ALL RIGHTS OF OWNERSHIP RELATING TO SUCH ENTRY; PROVIDED, THAT IN THE EVENT THAT YOUR ENTRY IS NOT SELECTED AS A WINNER IN THE PITCH PHASE (OR IF YOUR ENTRY IS A WINNER IN THE PITCH PHASE, BUT IS NOT SELECTED AS A WINNER IN THE SIZZLE REEL PHASE), THEN ALL RIGHTS IN AND TO SUCH ENTRY SHALL AUTOMATICALLY (WITHOUT ANY FURTHER ACTION ON THE PART OF TONGAL) AND IMMEDIATELY BE DEEMED TO HAVE BEEN RECONVEYED TO YOU.
  • Judging Criteria:
    • Wild Card Entries: If an Entry in the Pitch Phase is a Wild Card Entry, the subject idea for such Wild Card Entry will first be scored using the criteria described in the Subject Phase. If, and only if, the total score for such Entry is greater than the total score of the 5th place finisher in the Subject Phase (a “Qualifying Wild Card Entry”), then such Qualifying Wild Card Entry shall be eligible for consideration in the judging of Entries in the Pitch Phase.
    • Entries in the Pitch Phase and Qualifying Wild Card Entries, taken together, will be evaluated and ranked by the Panel using the following criteria:
      • Uniqueness of pitch on subject matter (i.e., does it add something to the concept?);
      • Is the pitch realistic taking into account the budget?;
      • Does the pitch meet the logistical requirements and guidelines?;
      • Based solely on the Panel’s evaluation of the Member’s pitch Entry, does the Member possess the skills and experience to carry out the pitch?; and
      • Based solely on the Panel’s evaluation of the Member’s pitch Entry, does the Member have access to the resources and crew required to carry out the pitch?
  • Conditions to Payout: If Your Entry is selected as a winner in the Pitch Phase, You must satisfy each of the following conditions to claim Your prize:
    • You must complete, sign and submit each of the Verification Forms to Tongal within five (5) business days after the completion of the Pitch Phase. Tongal shall have no obligation to pay any prize to You and Tongal may select an alternate winner in the event that You fail to timely submit the Verification Forms to Tongal.
    • You must submit to Tongal written evidence, in form and substance satisfactory to Tongal (as determined by Tongal in its sole and absolute discretion), that You have or Tongal has all rights (including applicable Subject Matter Rights) (collectively, “Licensed Rights”) necessary to permit You, Tongal and its designees, licensees, successors and assigns to develop, film, market, distribute and otherwise exploit in any and all manners and mediums, whether now existing or hereafter created, a documentary film production based on Your Entry (i.e., Your “pitch” or vision for the film). Evidence of all Licensed Rights shall be in the form of the applicable Winners’ Form(s); provided, that if a particular Licensed Right is not covered by the Winners’ Forms, then You shall notify Tongal and Tongal will provide You with a form acceptable to Tongal. Click here to see the Winners’ Forms.

Sizzle Reel Phase

  • Objective: Each winner from the Pitch Phase will submit a “sizzle reel” for the documentary film “pitched” by him or her.
  • Number of Winners: Two (2) winners will be selected by the Panel.
  • Sizzle Reel Phase Consideration: Each Member whose Entry is selected as a winning Entry in the Sizzle Reel Phase will be given the opportunity to enter into a production agreement with Tongal pursuant to which, among other things, such Member will receive $35,000 towards the production of a “director’s cut” of a documentary film based on such Member’s Entry in the Sizzle Reel Phase (the “Production Agreement”). Click here to see a copy of the Production Agreement.
  • Entry Requirements:
    • You must be a registered user of the Website;
    • You must submit Your Entry prior to the completion of the Sizzle Reel Phase;
    • You must make certain representations and warranties (via “click-through”) at the time You submit Your Entry;
    • You must (a) confirm that You have read and understand these Official Rules, and (b) agree to be bound by their terms; and
    • BY SUBMITTING AN ENTRY IN THE SIZZLE REEL PHASE, YOU GRANT AND CONVEY TO TONGAL ALL RIGHT, TITLE AND INTEREST IN AND TO YOUR ENTRY IN THE SIZZLE REEL PHASE, AND ACKNOWLEDGE AND AGREE THAT TONGAL SHALL HAVE ALL RIGHTS OF OWNERSHIP RELATING TO SUCH ENTRY; PROVIDED, THAT IN THE EVENT THAT YOUR ENTRY IS NOT SELECTED AS A WINNER IN THE SIZZLE REEL PHASE (I.E., YOU ARE NOT OFFERED THE OPPORTUNITY TO ENTER INTO A PRODUCTION AGREEMENT), THEN ALL RIGHTS IN AND TO SUCH ENTRY SHALL AUTOMATICALLY (WITHOUT ANY FURTHER ACTION ON THE PART OF TONGAL) AND IMMEDIATELY BE DEEMED TO HAVE BEEN RECONVEYED TO YOU.
  • Judging Criteria: The Panel will evaluate Entries in the Sizzle Reel Phase, and select two (2) Entries as the winners based on the following criteria:
    • Does the Entry fulfill or exceed the promises of the related pitch?
    • Does the Entry meet or exceed the industry standard criteria for filmmaking?
    • Does the Entry have unique visual style, editing and sound design?
    • Does the Entry feature a story that is strong enough to carry a feature-length film?
    • Does the Entry feature strong characters?
    • Does the Entry suggest a cohesive vision?
  • Conditions to Entry into Production Agreement: If Your Entry is selected as a winner in the Sizzle Reel Phase, You must satisfy each of the following conditions prior to being presented with an execution copy of the Production Agreement:
    • You must complete, sign and submit each of the Verification Forms to Tongal within five (5) business days after the completion of the Sizzle Reel Phase. Tongal shall have no obligation to pay any prize to You and Tongal may select an alternate winner in the event that You fail to timely submit the Verification Forms to Tongal.
    • You must submit to Tongal evidence, in form and substance satisfactory to Tongal (as determined by Tongal in its sole and absolute discretion), that You have or Tongal has all Licensed Rights necessary to permit You, Tongal and its designees, licensees, successors and assigns to develop, film, market, distribute and otherwise exploit in any and all manners and mediums, whether now existing or hereafter created, a documentary film production based on Your Entry (i.e., Your “pitch” or vision for the film). Evidence of all Licensed Rights shall be in the form of the applicable Winners’ Form(s); provided, that if a particular Licensed Right is not covered by the Winners’ Forms, then You shall notify Tongal and Tongal will provide You with a form acceptable to Tongal. Click here to see the Winners’ Forms.
  • ADDITIONAL AGREEMENTS: IN CONNECTION WITH YOUR ENTRY IN THE SIZZLE REEL PHASE, YOU WILL BE REQUIRED TO (A) ACKNOWLEDGE AND CONFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THE PRODUCTION AGREEMENT (AS DEFINED BELOW), (B) AGREE THAT THE TERMS OF THE PRODUCTION AGREEMENT ARE REASONABLE, AND (C) COVENANT AND AGREE TO ENTER INTO THE PRODUCTION AGREEMENT, WITHOUT MODIFICATION, IN THE EVENT THAT YOUR ENTRY IS SELECTED AS A WINNER OF THE SIZZLE REEL PHASE. YOU FURTHER ACKNOWLEDGE THAT, SHOULD YOUR ENTRY BE SELECTED AS A WINNER OF THE SIZZLE REEL PHASE, AND YOU REFUSE OR OTHERWISE FAIL TO ENTER INTO THE PRODUCTION AGREEMENT, TONGAL SHALL OWN, FREE AND CLEAR OF ANY LIENS, ENCUMBRANCES OR CLAIMS OF ANY NATURE WHATSOEVER, ALL RIGHT, TITLE AND INTEREST IN AND TO YOUR ENTRY IN THE SIZZLE REEL PHASE, AND SHALL HAVE THE RIGHT TO EDIT, ADAPT, DELETE, COMBINE WITH OTHER MATERIALS, TRANSFORM, TITLE, RE- SHOOT, RE-PURPOSE, SUBTITLE, DUB, TRANSLATE, ADD TO AND OTHERWISE REVISE, DISTRIBUTE, BROADCAST, TELECAST, CYBERCAST, PERFORM, STORE, INDEX, CATEGORIZE, DISPLAY AND OTHERWISE USE AND EXPLOIT SUCH ENTRY IN ANY MANNER AND MEDIUM AS TONGAL MAY CHOOSE.

The conduct and administration of the Subject Phase, the Pitch Phase and the Sizzle Reel Phase will be governed by these Official Rules. The conduct and administration of the Production Phase will be governed by the terms of the Production Agreement(s). See the Spitfire Project Page for additional specifics pertaining to each of the foregoing phases.

SECTION 5: ADDITIONAL TERMS

ANY PROJECT SUBMISSION (AN “ENTRY”) SUBMITTED IN PERSON, BY MAIL, BY FAX, OR BY ANY MEANS OTHER THAN SUBMISSION VIA THE WEBSITE WILL NOT BE ACCEPTED.

An Entry may not be submitted by more than one Member. If an Entry was developed by more than one person, only the Member who submitted the Entry into the Project may be awarded a prize(s). All Entries must be received during the applicable entry period stated on the Spitfire Project Page and must satisfy all other requirements contained or referred to in these Official Rules.

BY SUBMITTING AN ENTRY IN ANY PHASE OF THE PROJECT, YOU REPRESENT AND WARRANT TO TONGAL THAT YOUR SUBMITTED ENTRY:

    • Does not contain content that is in violation of or infringes any intellectual property rights of any third party (including, but not limited to, copyrights, rights of publicity (e.g., life story rights, rights to use a person’s persona, property rights), trademarks, trade names and logos);
    • Has not been entered in any previous contest, or has not won any previous award;
    • Has not been published or distributed previously in any media (including, without limitation, on the Internet);
    • In the case of an Entry in the Sizzle Reel Phase, does not contain footage or film that has been publicly exhibited in a documentary film form prior to September 16, 2013, including, without limitation, via the Internet, film festival submission or other means of distribution;
    • Does not contain content (including the persona of any person featured in your Entry) to which You do not own all right, title and interest (or have a legal right to use); and
    • Does not in any other way violate applicable laws and regulations.

If your Entry is an Entry in the Sizzle Reel Phase of the Project, You additionally represent and warrant to Tongal that You have received written consent from each and every person who appears in or is heard in Your Entry (each, a "Video Participant") for such Video Participant's inclusion in such Entry, and You acknowledge that to be eligible to be selected as a winner of the Sizzle Reel Phase of the Project, You shall be required to provide proof of each Video Participant's consent.

BY SUBMITTING AN ENTRY TO THE PROJECT, YOU ACKNOWLEDGE THAT YOUR ENTRY (OR ANY PART THEREOF) MAY BE POSTED BY TONGAL, IN ITS SOLE AND ABSOLUTE DISCRETION, ON THE WEBSITE.

BY SUBMITTING AN ENTRY TO A PROJECT, YOU REPRESENT, WARRANT AND COVENANT, AS APPLICABLE, THAT YOUR ENTRY IS WHOLLY ORIGINAL TO YOU AND IS CREATED FOR TONGAL AND ITS LICENSEES, SUCCESSORS AND ASSIGNS. YOU AGREE, SHOULD ANY OF YOUR ENTRIES BE SELECTED TO ADVANCE TO THE PRODUCTION PHASE OF THE PROJECT (A “GREENLIT ENTRY”), THAT SUCH GREENLIT ENTRY IS OR HAS BEEN SPECIALLY ORDERED BY TONGAL AS A “WORK MADE FOR HIRE,” AS THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT, AND TONGAL WILL OWN SUCH GREENLIT ENTRY UPON CREATION AND SUBMISSION, AS THE AUTHOR THEREOF, INCLUDING, WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY AND ALL OTHER RIGHTS AND ALL PHYSICAL MATERIALS, IN ALL MEDIA AND LANGUAGES NOW KNOWN OR HEREAFTER DEVISED (INCLUDING, BUT NOT LIMITED TO, FILM, TELEVISION, VIDEOCASSETTES, DVDS, DIGITAL AND OTHER STORAGE MEDIUMS, MOBILE MEDIA, INTERACTIVE DEVICES AND INTERNET AND ONLINE SYSTEMS) THROUGHOUT THE WORLD, IN PERPETUITY, AS WELL AS IN AND TO THE RIGHT TO USE YOUR NAME, LIKENESS AND PHOTOGRAPHS, EITHER STILL OR MOVING, FOR ALL COMMERCIAL AND NON-COMMERCIAL PURPOSES (INCLUDING, BUT NOT LIMITED TO, MERCHANDISING, ADVERTISING AND PROMOTION PURPOSES) IN CONNECTION THEREWITH. YOU AGREE THAT TONGAL AND ANY LICENSEE, DESIGNEE, SUCCESSOR OR ASSIGNEE OF TONGAL SHALL HAVE THE SOLE DISCRETION IN DETERMINING THE EXTENT AND MANNER OF USE OF ANY GREENLIT ENTRY AND IS NOT OBLIGATED TO USE OR EXPLOIT ANY GREENLIT ENTRY SUBMITTED IN WHOLE OR IN PART. TO THE EXTENT ANY GREENLIT ENTRY IS NOT VESTED EXCLUSIVELY IN TONGAL AS A RESULT OF THE “WORK MADE FOR HIRE” NATURE HEREOF, YOU HEREBY IRREVOCABLY AND EXPRESSLY ASSIGN AND GRANT TO TONGAL IN PERPETUITY ALL RIGHTS OF ANY KIND AND NATURE THROUGHOUT THE WORLD, INCLUDING ANY AND ALL COPYRIGHT, PATENT, TRADE SECRET, MORAL RIGHT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, IN AND TO SUCH GREENLIT ENTRY, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO EXPLOIT SUCH GREENLIT ENTRY AND THE RIGHT TO CREATE ANY VERSIONS OR DERIVATIVE WORKS OF SUCH GREENLIT ENTRY. ACCORDINGLY, YOU AGREE THAT TONGAL, ITS DESIGNEES, LICENSEES, SUCCESSORS OR ASSIGNEES, EACH HAS THE EXCLUSIVE RIGHTS TO EDIT, ADAPT, DELETE, COMBINE WITH OTHER MATERIALS, TRANSFORM, TITLE (INCLUDING CHANGING THE TITLE), SUBTITLE, DUB, TRANSLATE, ADD TO AND OTHERWISE REVISE ANY ENTRY, AND TO DISTRIBUTE, BROADCAST, TELECAST, CYBERCAST, PERFORM, STORE, INDEX, CATEGORIZE, DISPLAY AND OTHERWISE USE AND EXPLOIT SUCH GREENLIT ENTRY IN ANY AND ALL MANNERS OR METHODS NOW KNOWN OR LATER DEVISED, AND ANY AND ALL WORKS DERIVED FROM SUCH GREENLIT ENTRY. TONGAL SHALL HAVE THE EXCLUSIVE RIGHT TO COPYRIGHT ANY GREENLIT ENTRY IN ITS OR ITS DESIGNEE’S, LICENSEE’S, SUCCESOR’S OR ASSIGNEE’S NAME, AS THE SOLE OWNER AND AUTHOR THEREOF, TO SECURE ANY AND ALL RENEWALS AND EXTENSIONS OF SUCH COPYRIGHTS AND TO FURTHER ASSIGN SUCH GREENLIT ENTRY. YOU AGREE AND CONFIRM THAT THE CONSIDERATION THAT YOU HAVE AGREED TO RECEIVE FROM TONGAL FOR ANY GREENLIT ENTRY CONSTITUTES FULL, ADEQUATE AND FAIR REMUNERATION FOR ALL RIGHTS OF EVERY KIND AND NATURE GRANTED TO TONGAL AND THAT SUCH CONSIDERATION IS FAIRLY APPORTIONED TO EACH SUCH RIGHT. YOU HEREBY IRREVOCABLY AND EXCLUSIVELY GRANT AND ASSIGN TO TONGAL IN PERPETUITY THROUGHOUT THE UNIVERSE ALL RIGHTS NOW KNOWN OR LATER RECOGNIZED WHICH YOU MAY HAVE IN ANY GREENLIT ENTRY IN THE NATURE OF NEIGHBORING RIGHTS OR RIGHTS OF REMUNERATION OR ANY RIGHT TO COLLECT ANY ROYALTIES, LEVIES OR OTHER SUMS ATTRIBUTABLE TO THE USE OF ANY COPYRIGHT, EXPLOITATION RIGHTS OR OTHER RIGHTS GRANTED TO TONGAL IN SUCH GREENLIT ENTRY. TO THE EXTENT ANY SUCH RIGHTS ARE NOT ASSIGNABLE, YOU APPOINT TONGAL AS THE EXCLUSIVE ADMINISTRATOR OF SUCH RIGHTS WITH SOLE AUTHORITY TO ADMINISTER AND MAKE COLLECTIONS FOR ANY SUCH RIGHTS. FURTHER, YOU HEREBY WAIVE AND AGREE TO WAIVE IN FAVOR OF TONGAL, ITS DESIGNEES, LICENSEES, SUCCESSORS OR ASSIGNEES ANY MORAL RIGHT OR OTHER RIGHT OR CLAIM THAT IS CONTRARY TO THE INTENT OF A COMPLETE TRANSFER OF RIGHTS TO TONGAL IN EACH GREENLIT ENTRY

YOU ACKNOWLEDGE AND AGREE, SHOULD ANY OF YOUR ENTRIES BECOME A GREENLIT ENTRY, THAT ALL CONSIDERATION TO BE PAID TO YOU IN EXCHANGE FOR SUCH GREENLIT ENTRY, AS WELL AS ALL OF YOUR OTHER RIGHTS AND OBLIGATIONS RELATING TO YOUR GREENLIT ENTRY, SHALL BE CONTAINED IN THE PRODUCTION AGREEMENT TO BE ENTERED BETWEEN YOU AND TONGAL, THE FORM OF WHICH YOU ACKNOWLEDGE HAVING HAD THE OPPORTUNITY TO REVIEW, AND BE ADVISED BY COUNSEL OF YOUR CHOOSING WITH RESPECT TO, PRIOR TO YOUR SUBMISSION OF YOUR ENTRY IN THE PITCH PHASE AND SIZZLE REEL PHASE.

SECTION 6: GENERAL CONDITIONS

By participating in the Project (or any phase thereof), You agree to be bound by these Official Rules and the decisions of the judges, which are final on all matters pertaining to the Project or any phase thereof, and You waive any right to claim ambiguity in the Project or these Official Rules. Tongal is not responsible for lost, late, or misdirected Entries.

TONGAL RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT ANY NOTICE, TO DISQUALIFY ANY ENTRY AT ANY TIME DURING THE PROJECT (OR PHASE THEREOF) IF THE MEMBER WHO SUBMITTED SUCH ENTRY PUBLISHES IT OR ANY SEGMENT OF IT (VIA THE INTERNET OR OTHERWISE) PRIOR TO THE COMPLETION OF THE PROJECT (OR APPLICABLE PHASE THEREOF). IN ANY SUCH INSTANCE, TONGAL RESERVES THE RIGHT TO EXPEL SUCH MEMBER FROM THE TONGAL COMMUNITY INDEFINITELY.

TO CLAIM ANY PRIZE IN CONNECTION WITH THE PROJECT (OR ANY PHASE THEREOF), UNLESS PROHIBITED BY LAW, YOU MUST SIGN AND RETURN TO TONGAL THE VERIFICATION FORMS.

Winners of any phase of the Project may also be required to sign additional documents, as deemed necessary by Tongal in its sole and reasonable discretion, to effectuate the terms and conditions set forth in these Official Rules. The absence of any such additional documents shall not diminish the effect of any license, assignment or transfer of any rights by You to Tongal, or its designees, licensees, successors or assigns. The Member is the one individual person who registered on the Website to participate in the Project. In the event of dispute regarding the identity of a Member, the dispute will be resolved in favor of the individual who is both the authorized Project registrant and, if available, the Authorized Email Account Holder of the Member who registered to participate in the Project. "Authorized Email Account Holder" is defined as the natural person assigned an email address by an Internet access provider, online service provider, or other organization (i.e., business, educational institution) responsible for assigning email addresses for the domain associated with the submitted email address.

Except as otherwise stated herein, any personal information about You collected in connection with the Project will be used and disclosed only in accordance with the Privacy Policy of Tongal, access to which is provided on the Website. By entering the Project, You expressly agree to receive email notifications from Tongal regarding the status of the Project. Unless You indicate that You do not wish to receive email from Tongal, You may also receive Tongal's email regarding Tongal's products and services and other information that might be of interest to You.

If for any reason the Project is not capable of running as planned, including without limitation, lack of significant participation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Project, Tongal reserves the right, at its sole discretion, to cancel, modify or terminate the Project. Tongal reserves the right, in its sole and absolute discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Project; (b) violating these Official Rules; or (c) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Tongal reserves the right to require any potential winner of any phase of the Project to submit to a confidential background check to confirm eligibility as a condition of awarding the prize to help ensure that the use of any such person in advertising or publicity for the Project will not bring any of the Project Parties into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Project as determined by Tongal in its sole and absolute discretion.

If any provision of these Official Rules shall be deemed to violate any federal, state or local law, it shall be deemed to be amended to conform to such law and all other provisions shall remain in full force and effect. The interpretation and enforcement of these Official Rules will be governed by the laws of the State of California, USA, except to the extent required to be governed by the local law in the place of residence of a Member. The Project is subject to all applicable federal, state and local laws.

SECTION 7: LIMITATIONS OF LIABILITY AND RELEASE

No liability or responsibility is assumed by Tongal, Spitfire or any of their respective parent companies, subsidiaries, affiliates, successors, assigns, licensees, designees, agencies, and their respective employees, agents and contractors ("Released Parties") resulting from Your or any other Member's participation in or attempt to participate in the Project or ability or inability to upload or download any information in connection with participating in the Project. No responsibility or liability is assumed by the Released Parties for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Project: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any email transmissions to be sent or received; lost, late, delayed or intercepted email transmissions; inaccessibility of the Website in whole or in part for any reason; traffic congestion on the Internet or the Website; unauthorized human or non- human intervention in the operation of the Project, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Project, or loss, miscount, misdirection, inaccessibility or unavailability of an email account used in connection with the Project. None of the Released Parties are responsible for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Website. Use of the Website is at Your own risk

None of the Released Parties are responsible for any death, personal injury or property damage or loss of any kind which may be sustained by You or any other Member or third party from participation in the Project (or any phase thereof), use of the Website, or the downloading of any information from the Website. By participating in the Project, You release and agree to hold harmless each of the Released Parties from and against any and all claims, damages or liabilities arising from or relating to Your participation in the Project, including, without limitation, death, personal injury or property damage. By accepting a prize in the Project, You agree that the Released Parties shall not be liable for any death, loss or injury resulting from the acceptance or use of any prize.

None of the Released Parties are liable for any dispute between collaborators arising under or related to the Project, including, without limitation, the distribution of any prize within a group of collaborators. In the event of a dispute between collaborators or regarding the identity of a Member that cannot be resolved to Tongal's satisfaction, the affected Member (and his or her Entry) may be deemed to be ineligible to participate in the Project.

By entering the Project, You agree that any and all other disputes, claims, actions and causes of action arising out of or connected with the Project or the prizes awarded, and all issues and questions concerning the validity, interpretation and enforceability of these Official Rules shall be resolved individually, without resort to any form of class action, and exclusively in a federal or state court of competent jurisdiction sitting in Los Angeles, California. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred and, subject to applicable law, never shall include consequential, incidental or punitive damages, and in no event attorneys' fees or costs.

WARNING: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROJECT MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION AND EXPULSION FROM THE WEBSITE AND TONGAL COMMUNITY. SHOULD SUCH AN ATTEMPT BE MADE, TONGAL RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS' FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

SECTION 8: INDEMNIFICATION

You agree to indemnify, defend and hold the Released Parties harmless from and against any and all claims, damages, expenses, costs (including attorneys' fees) and liabilities (including settlements), brought or asserted by any third party against any of the Released Parties due to or arising out of or reasonably related to Your breach of any representations, warranties or covenants made by You to Tongal or your participation in the Project, including, but not limited to, bodily injury, death, property damage, violation or infringement of trademark, copyright, or other intellectual property rights, rights of publicity, right of privacy, defamation. You agree to release and indemnify and hold harmless each of the Released Parties from and against any and all claims that any Entry or any other material subsequently produced, presented, and/or prepared by or on behalf of any of the Released Parties (individually or collectively) infringes on the rights of Your work as contained in any such Entry.

SECTION 9: WINNERS LIST/RULES

The names of the winners of each phase of the Project will be available on the Website for at least 60 days after the completion of the final phase of the Project. See the Website for more information.

SECTION 10: TONGAL ADDRESS

Tongal, Inc., 1918 Main Street, 2nd Floor, Santa Monica, CA 90405

All trademarks are the property of their respective owners. The use of certain products and services as prizes does not imply participation in, or approval of, any Project by their respective companies.

© 2014 Tongal, Inc. All Rights Reserved.