2009 FUNNY OR DIE "LET'S GO VIRAL" CONTEST

"OFFICIAL RULES"

NO PURCHASE NECESSARY TO ENTER OR WIN THE CONTEST. VOID WHERE PROHIBITED OR RESTRICTED BY LAW. This contest is sponsored solely by Funny or Die, Inc.

1. CONTEST DESCRIPTION: The Let’s Go Viral contest (the "Contest") is a skill based competition in which participants shall compete by submitting one or more original comedy videos (each is an “Entrant Video”) for a chance to win a free trip to the Funny or Die offices in Los Angeles and create a video with the Funny or Die team. The first runner up will win a walk-on role in the winner’s video produced by Funny or Die. Each Contest Entrant (as such term is defined below) shall be invited to submit his/her Entrant Video, which shall be judged as further described in Rules 7 and 8 below. The Contest begins at 12:00:01 AM ET on June 30, and ends at 11:59:59 PM ET on October 30, 2009, and the deadline for submissions of Entrant Videos is on September 30, 2009, at 11:59:59 PM ET (the "Submission Deadline"). The Contest shall be conducted in two phases. The first phase of the Contest ("Round One") consists of an online competition in which Contest Entrants shall be invited to upload an Entrant Video to the following website: http://www.funnyordie.com/promos/letsgoviral. All submissions to the Site shall be posted on such Site and evaluated by the Site based on the Judging Criteria (as such term is defined below). The Contest Entrant who submitted the video which the Funny or Die Team judges to be the best shall be declared the winner of the Contest, subject to verification and compliance with these Official Rules. The Contest Entrant who produces the second best video submitted shall be the First Runner Up.

2. CONTEST ELIGIBILITY: The Contest is open to legal residents of the fifty United States and the District of Columbia who are at least 16 years of age at time of entry. Entrants who are under the age of majority in their jurisdiction of residence must have their parent/legal guardian's permission in order to submit an entry in this Contest. Employees (and their immediate families, i.e., parents, spouse, children, siblings, grandparents, step parents, step children and step siblings) of Funny or Die, Inc and their respective parent companies, affiliated companies, subsidiaries, sponsors, advertising and promotion partners and agencies, any other prize sponsor, and any entity involved in the development, production, implementation, administration or fulfillment of the Contest (all of the foregoing, together with Funny Or Die, collectively referred to as the "Promotion Entities") are not eligible to enter the Contest. A group of individuals (a "Team") may collaborate on an Entrant Video, provided that ALL members of the Team meet the eligibility requirements contained in these Official Rules. The Team must designate one person as the agent of the group who shall enter the Contest as the Contest Entrant on behalf of the Team, and accept any prizes or awards on behalf of the Team. None of the Promotion Entities are liable for any disputes between collaborators arising under or related to the Contest. If a dispute as to the identity of a Contest Entrant cannot be resolved to Funny Or Die's satisfaction, the affected Entrant Video shall be deemed ineligible for the Contest.

3. HOW TO ENTER: Any individual wishing to participate in the Contest must first become a Funny or Die member to participate, thereby becoming an eligible participant (a "Contest Entrant"). Membership is free and available at FunnyOrDie.com. As part of the registration process, Contest Entrants shall be required to (a) submit certain information, which may include, but not be limited to, their name, username, address, telephone number, date of birth, email address, and any other information required by Funny Or Die, and (b) unconditionally agree to be bound by (i) these Official Rules, (ii) FunnyOrDie.com’s Privacy Policy, Terms of Use and User Content Submission Agreement. Multiple videos can be submitted for each registration/membership per person and per e-mail address.

4. HOW TO SUBMIT AN ENTRANT VIDEO: Following completion of membership for the FunnyOrDie.com website, each Contest Entrant must follow the online instructions to complete, encode and upload his/her Entrant Video. Each Contest Entrant, or Team (if applicable), may submit any number of Entrant Videos during the term of the Contest. The decision about what constitutes the same or materially similar Entrant Video shall be made by Funny Or Die in their sole discretion. Each Contest Entrant must complete the registration process and upload his/her Entrant Video(s) no later than the Submission Deadline. All Entrant Videos: (a) must be a wholly original, audio-visual performance created by the Contest Entrant, (b) must be formatted and encoded according to the requirements set forth on the Funny Or Die Site, (c) must be in English, if there is any language in the Entrant Video; however, subtitles may be permitted when used for comedic effect, rights or property, (d) must not contain any copyrighted works (other than materials owned by the Contest Entrant) or any other information, content or materials that infringe the rights of any third party or violate any applicable laws or regulations. All elements used, incorporated into or otherwise appearing in a Entrant Video, including, without limitation, audio, speech/voiceovers, stills, video, supers, or other audio-visual materials (collectively, "Elements") must be entirely original, created and performed by the Contest Entrant or be in the public domain. Use of any Elements or other materials that are not original or in the public domain may result in disqualification of the affected Entrant Video and the disqualification of the Contest Entrant from participation in the Contest, all as determined by Funny Or Die in their sole discretion.

5. SPONSORS' RIGHT TO DISQUALIFY: At any time during the Contest, Funny Or Die reserves the right, in their sole discretion, to disqualify and remove any Entrant Video for any reason including, but not limited to, if Funny Or Die believes that such Entrant Video, or any component thereof, contains any inappropriate content, infringes the rights of any third party, violates any applicable laws or regulations, is harmful to any Sponsor’s business, goodwill or reputation, or otherwise does not meet the requirements set forth in these Official Rules. The decisions of Funny Or Die on this and all matters relating to the Contest are final and binding. 6. CONDITIONS OF CONTEST ENTRY: (a) Each Contest Entrant retains ownership of any Entrant Video he/she enters in the Contest. As a condition of entry into the Contest, each Contest Entrant (or Contest Entrant's parent/legal guardian, if Contest Entrant is a minor in his/her state of legal residence):

(i) WARRANTS AND REPRESENTS THAT THE CONTEST ENTRANT OWNS ALL RIGHTS TO THE ENTRANT VIDEO(S) HE/SHE IS SUBMITTING, INCLUDING, WITHOUT LIMITATION, THE ELEMENTS, THE VIDEO OR DIGITAL RECORDING ITSELF, AND THE PERFORMANCE CONTAINED IN EACH ENTRANT VIDEO (COLLECTIVELY, THE "CONTEST ENTRY MATERIALS");

(ii) WARRANTS AND REPRESENTS THAT THE CONTEST ENTRANT IS THE INDIVIDUAL PICTURED AND HEARD IN THE RECORDING, OR, ALTERNATIVELY, THAT THE CONTEST ENTRANT HAS OBTAINED PERMISSION FROM EACH PERSON WHO APPEARS OR WHO IS HEARD IN THE CONTEST ENTRY MATERIALS TO GRANT THE RIGHTS TO FUNNY OR DIE DESCRIBED IN THESE OFFICIAL RULES, AND CAN MAKE WRITTEN COPIES OF SUCH PERMISSIONS AVAILABLE TO THE PROMOTION ENTITIES UPON REQUEST; (iii) WARRANTS AND REPRESENTS THAT: (A) HIS/HER CONTEST ENTRY MATERIALS ARE ORIGINAL AND HAVE BEEN LEGALLY OBTAINED AND CREATED AND (B) DO NOT INFRINGE THE INTELLECTUAL PROPERTY, PRIVACY OR PUBLICITY RIGHTS OR ANY OTHER LEGAL OR MORAL RIGHTS OF ANY THIRD PARTY, OR VIOLATE APPLICABLE LAWS, REGULATIONS OR NETWORK STANDARDS;

(iv) without limiting the rights granted to the Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees if the Contest Entrant is a Finalist, irrevocably grants to the Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, the worldwide, royalty-free, non-exclusive, sublicensable, perpetual and transferable right and license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, exhibit, use and/or otherwise edit or modify (as necessary) the Contest Entrant and First Runner Up's name, state of residence, Contest registration information, image, voice, likeness, statements, biographical material, including, without limitation, 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 Contest Entrant and arising out of his/her participation in this Contest (with or without using the Contest Entrant's name) (collectively, the "Additional Materials") in connection with the rights granted in Rule 6(a)(v) below, without additional review, compensation, or approval from the Contest Entrant or any other party, except as prohibited by law;

(v) without limiting the rights granted to the Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, irrevocably grants to the Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, the worldwide, royalty-free, non-exclusive, sublicensable, perpetual and transferable right and license to reproduce, encode, store, modify (for any purpose, including, but not limited to, internal standards/practices review and editorial control), copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit, create derivative works of, and/or otherwise exploit the Contest Entry Materials for (A) any purpose on or through the Partner Sites and/or the Funny Or Die Site and (B) any advertising, promotional or commercial purposes on any Funny or Die programming service in any and all media, throughout the world, whether now known or hereafter created, in each instance, without additional review, compensation, or approval from the Contest Entrant or any other party, except as prohibited by law;

(vi) grants to all end users of the Funny Or Die Site (A) the non-exclusive license to access the Contest Entry Materials through the Funny Or Die Site, (B) the ability to rate, review, comment on and tag the Contest Entry Materials, (C) the ability to send and distribute the Contest Entry Materials via e-mail, instant messenger or other electronic means, (D) the ability to access the Contest Entry Materials via the Funny Or Die Site’s APIs or via RSS or any similar XML or related feeds, and (E) the non-exclusive license to use, reproduce, distribute, remix, prepare derivative works of and compilations, display and perform the Contest Entry Materials as permitted through the functionality of the Funny Or Die Site pursuant to the respective terms of service applicable thereto.

(vii) forever waives any rights of privacy, intellectual property rights, and any other legal or moral rights that may preclude the Promotion Entities' use of the Contest Entry Materials or Additional Materials, or require the Contest Entrant's permission for the Promotion Entities to use them for promotional purposes, and agrees to never sue or assert any claim against the Promotion Entities' use and exploitation of the same as permitted herein;

(viii) acknowledges and agrees that (A) the Promotion Entities shall have 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 Contest Entry Materials in theme, idea, plot, format, characters and/or other respects, (B) the Contest Entrant shall not be entitled to any compensation or other consideration because of the use by the Promotion Entities of any such similar or identical material, ideas and/or concepts, and (C) the Promotion Entities' use of material containing elements similar to or identical with those contained in the Contest Entry Materials or any component thereof shall not obligate the Promotion Entities to negotiate with nor entitle Contest Entrant to any compensation, accounting or other claim; and

(ix) 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 Contest Entry Materials or Additional Materials (including, without limitation, any and all claims of third parties, whether or not groundless or based on the submission of such material), (B) any breach by the Contest Entrant of any warranty, agreement or representation contained in these Official Rules or terms of service or in any documentation submitted or agreed to by the Contest Entrant, (C) the Contest Entrant's conduct during and in connection with this Contest, including, without limitation, trademark, copyright, or other intellectual property rights, right of publicity, right of privacy or defamation, or (D) the acceptance, use or misuse of any award or prize.

(b) In addition to the rights granted to the Promotion Entities as set forth above, each Finalist (or Finalist's parent/legal guardian, if Finalist is a minor in his/her state of legal residence) irrevocably grants to the Promotion Entities and their affiliates, legal representatives, assigns, agents and licensees, the worldwide, royalty-free, non-exclusive, sublicensable, perpetual and transferable right and license to reproduce, encode, store, modify (for any purpose, including, but not limited to, internal standards/practices review and editorial control), copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit, create derivative works of, and/or otherwise exploit the Contest Entry Materials in any manner on any Funny or Die programming service in any and all media, throughout the world, whether now known or hereafter created, in each instance, without additional review, compensation, or approval from the Finalist or any other party, except as prohibited by law.


7. ROUND ONE: PARTNER FINALIST SELECTION PROCESS: At the start of Round One on at 12:00:01 AM ET on June 30, 2009, a series of sample submissions may be made available as examples on the Funny Or Die Site. All eligible Entrant Videos, as they are received and deemed to be eligible, shall be displayed on the Funny or Die Site starting on June 30, 2009.

8. ROUND TWO: THE JUDGING PHASE: Beginning September 30, 2009, at 11:59:59 PM ET (the "Submission Deadline. End users of the Funny Or Die Site (the "Funny Or Die Site Voters") shall be able to view and vote on all Entrant Videos during the entire contest period, but their votes are not counted towards the Final Judging.

9. WINNER AND FIRST RUNNER UP PRIZES: The Winner and the First Runner Up selected shall each receive a trip for two (Winner and companion) to Los Angeles, California, at a date in 2010 to be determined later (the "Prize Trip"). If an Entrant Video submitted by a Team is selected as a Winner and awarded the Prize Trip, only the ONE Team member designated as the "Contest Entrant" by the Team shall be entitled to the Prize Trip.

Contest Winner will receive for free: i) rounddtrip airfare to Los Angeles, California, ii) 2 nights hotel accomodations, iii) $200 in cash for ground transportation and other miscellaneous expenses, and iv) production assistance from the Funny or Die team to make a short-form (3 minutes or less) comedy video (Winner's FOD Video). Funny or Die will provide all reasonable equipment neccessary to shoot and edit the video (e.g. camera, lights, microphones, editing suite), assist with script writing, secure actors, and arrange for shooting locations. For clarity, the costs of production (both monetary and non monetary) will be generally consistent with Funny or Die's standard business practices. During the production process, Winner will receive input from and/or interaction with Will Ferrell, Adam McKay, Judd Apatow, Chris Henchy, and Andrew Steele. Winner's FOD Video will be featured for no less than one day on the Funny or Die hompage, located at www.funnyordie.com, at a date of Funny or Die's choosing, but in any case no later than 30 days after the completion of Winner's Funny or Die Video.

First Runner Up will receive for free: i) roundtrip airfare to Los Angeles, California, ii) 2 nights hotel accommodations, iii) $200 in cash for ground transportation and other miscellaneous expenses, and will contribute to the video shoot described above.

(ARV of each Prize Trip is $1,500 and the value of the Prize Trip may vary depending upon the actual cost of air transportation from point of departure and accommodations at time of reservation). If a Winner or First Runner Up is deemed a minor in his/her state of residence, then the Winner or First Runner Up’s parent/legal guardian shall be required to accompany the Winner or First Runner Up on the trip as their travel companion. Limit one Prize Trip per Winner or First Runner Up. Except as specifically provided herein, the Prize Trip does not include taxes, insurance, telephone charges, personal expenses, travel arrangements between the Finalist’s home and the U.S. airport of departure, ground transportation (except as specified herein), gratuities, passenger facility charges, departure taxes, incidental charges, or any other items not specifically described in these Official Rules, and all expenses for any of the foregoing are the sole responsibility of the Finalist. Once confirmed, trip dates and travel accommodations cannot be changed by the Winner or First Runner Up; travel is subject to availability, blackout dates, and/or changes due to circumstances beyond the Site’s control. Winner or First Runner Up and their respective travel companions must travel on the same dates, itinerary, and fare class. All travel awarded in this Contest must be completed by June 2, 2010. No extensions shall be permitted, and any unused travel shall be forfeited. The Prize Trips cannot be used in conjunction with any other promotion or offer and may not be separated. All tickets issued in conjunction with the Prize Trips are not eligible for frequent flyer miles and no code-share flights may be used. Prize Trips may not be transferred or assigned except by Funny or Die. Only listed prizes shall be awarded and no substitutions, cash equivalents or redemptions shall be made, except that Funny Or Die reserve the right to substitute any prize package with another prize of equal or greater value in the event that the advertised prize (or any component thereof) is not available. Reporting and payment of all applicable taxes, fees, and/or surcharges, if any, arising out of, or resulting from, acceptance or use of any prize, are the sole responsibility of the winner of that prize. The Promotion Entities expressly disclaim any responsibility or liability for injury or loss to any person or property relating to the delivery and/or subsequent use of the prizes awarded. The Promotion Entities make no representations or warranties concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations apply. The Promotion Entities shall not be liable for nor replace any lost or stolen prize items. 10. GENERAL RULES: The Contest is governed by and subject to the laws of the United States. All federal, state and local laws and regulations apply. Void where prohibited by law. All of the Finalists shall receive an IRS 1099 for the value of their prizes. If any prize is awarded in connection with an Entrant Video submitted by a Team, the member of the Team designated as the "Contest Entrant" by the Team shall be designated as the recipient of any prizes for tax purposes, and shall receive the IRS 1099 form in connection with such prizes. By participating in the Contest and/or accepting any prize, Contest Entrants grant permission to the Promotion Entities and their advertising and promotion agencies to use their name, likenesses, Entrant Videos, and any other material submitted in connection with the Contest for purposes of advertising, publicity and promotion purposes, without further compensation or accounting to Contest Entrant, unless prohibited by law. Contest Entrants agree to be bound by these Official Rules and the decisions of Funny Or Die, which are final and binding on all matters relating to the Contest. Funny Or Die is not responsible for any typographical or other errors in the printing of the offer, administration of the Contest or the announcement of the prizes, or for lost, late, misdirected, damaged, incomplete or illegal entries. Funny Or Die reserves the right at their sole discretion to disqualify any Contest Entrant or the vote of any individual found to be (a) tampering or attempting to tamper with the entry process or the operation of the Contest or any Sponsor website, (b) violating these Official Rules, (c) violating the terms of service, conditions of use and/or general rules or guidelines of any Funny or Die 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, Funny Or Die reserves the right to disqualify any entry which, in Funny Or Die's sole discretion, is deemed to be offensive, libelous, slanderous, inflammatory, or otherwise inappropriate in any way for this Contest. NONCOMPLIANCE WITH ANY OF THE OFFICIAL RULES MAY RESULT IN DISQUALIFICATION. ANY VIOLATION OF THESE OFFICIAL RULES BY A WINNER OR FIRST RUNNER UP OR ANY BEHAVIOR BY A WINNER OR FIRST RUNNER UP OR ANY GUEST OF A WINNER OR FIRST RUNNER UP THAT WILL BRING SUCH WINNER OR FIRST RUNNER UP OR THE PROMOTION ENTITIES INTO DISREPUTE (IN FUNNY OR DIE’S SOLE DISCRETION) WILL RESULT IN SUCH FINALIST’S DISQUALIFICATION AS A FINALIST AND ALL PRIVILEGES AS A FINALIST WILL IMMEDIATELY BE TERMINATED. CAUTION: ANY ATTEMPT BY A CONTEST ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, FUNNY OR DIE RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

12. 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 Contest or any Contest-related activity (including, without limitation, the voting phase of the Contest), or for theft, destruction or unauthorized access to, or alteration of, Contest Entry Materials or votes. The Promotion Entities are not responsible for any incorrect or inaccurate information, whether caused by website users, Contest Entrants or any of the equipment or programming associated with or utilized in the Contest; or for any technical or human error which may occur in the processing of submissions or votes in the Contest. 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, without limitation, any such problems which may result in the inability to access the Funny Or Die Site or to submit Contest Entry Materials or votes in connection with the Contest). The Promotion Entities are not responsible for any injury or damage to Contest Entrants or any other person, or to any computer related to or resulting from participating or downloading materials in the Contest. If, for any reason, the Contest 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 the Contest, Funny Or Die reserves the right at their sole discretion to cancel, terminate, modify or suspend the Contest and select winners from among those eligible Contest Entrants from that portion of the Contest that has not been compromised, if any.

13. DISPUTES/GOVERNING LAW: Except where prohibited, as a condition of participating in the Contest, each Contest Entrant 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 Contest, 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 any Contest Entrant 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 entrant's actual out-pocket expenses (e.g., costs associated with entering this Contest), and each Contest Entrant further waives all rights to have damages multiplied or increased. All issues and questions rights and obligations of Contest Entrant in connection with the Contest 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 as set forth in these Official Rules, shall take place in the State of New York, County of New York. The parties waive rights to trial by jury in any action or proceeding instituted in connection with these Official Rules and/or this Contest.

14. PRIVACY: By entering the Contest, each Contest Entrant agrees to the Sponsors’ use of their personal information, as described in FUNNY OR DIE’s Privacy Policy, located at http://www.funnyordie.com/about/privacy.

15. WINNERS LIST/RULES REQUESTS: For a copy of these Official Rules or the winners names, send a separate, stamped, self-addressed envelope to: Mitch Galbraith, Funny or Die, 455 Portage Avenue Suite B, Palo Alto CA 94306. Vermont residents may omit return postage.