Contest Submission Agreement ("Agreement") is a legal contract between you and BrandPotion. By participating in a Contest (as defined below) or otherwise submitting any videos, print advertisements, audio ,advertisements, banner advertisements, scripts, concepts, ad copy, photographs, artwork or other materials or content including user submitted content like comments, reviews, blog entries, feedback ("Content") through its website located at www.brandpotion.com, www.brandpotion.co.in , www.brandpotion.in (the "Site"), you agree to be bound by the terms and conditions of this Agreement. You must be at least 18 years old (or the age of majority in your state of residence) to submit Content to the Site.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING ANY CONTENT. THIS AGREEMENT INCLUDES IMPORTANT TERMS REGARDING YOUR INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT YOU SUBMIT TO THE SITE IN CONNECTION WITH ANY CONTEST (EACH, A "CONTEST"); GRANTS CERTAIN RIGHTS AND RELEASES; AND MAKES CERTAIN REPRESENTATIONS, WARRANTIES AND INDEMNITIES REGARDING THE CONTENT YOU SUBMIT.

In consideration of allowing you to participate in a Contest, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:

1. License. You grant to "BrandPotion" a perpetual, irrevocable, worldwide exclusive license ("License") to publish, reproduce, display, perform, distribute, adapt, edit, modify, translate, create derivative works based upon, and otherwise use and sublicense the Content, or any portion thereof, in any manner, form, media or technology now known or later developed. Without limiting the foregoing, this grant includes the right to make editorial revisions to the Content, to use and publish the Content in any manner and form, including electronic, on the Site or in other media, whether now or hereafter created; to use the Content for internal business purposes; to reproduce and distribute the Content for marketing and publicity purposes, and to sublicense the Content to third parties for any reason. You further grant BrandPotion the right to use certain information about yourself in connection with the Content, including your name, pen name, image, and other profile information, so long as you have made it publicly available on the Site at any time in connection with the Content; such use will include, without limitation, use in the exhibition, broadcast, distribution, advertising or promotion of the Content and the Site, and any Contests offered through the Site. BrandPotion will have no obligation to publish, use or retain any Content you submit or to return any such Content to you, and may remove any Content from the Site at any time in its sole discretion for any reason or for no reason. At BrandPotion's request, you agree to sign a written agreement confirming the terms of this Agreement and to take other measures reasonably requested to evidence the rights granted in this Agreement.

2. Royalty. Unless otherwise agreed upon in writing, if BrandPotion grants a license to a third party to use the Content for any purpose other than in connection with online advertising, then, as one time and full compensation for such use, BrandPotion will pay you the Net Profits (as defined below) actually received by BrandPotion from licensing the Content to third parties (the "Royalty"). If the Content is licensed in combination with other content the Net Profits attributable to the Content will be equitably allocated based on a good faith determination of the value of the Content to the entire work. For purposes of this Agreement, "Net Profits" means the monies actually received from the license of the Content, less credits, duties and customs fees, insurance, discounts, fees (including attorneys' fees, third party royalties, commissions, sales taxes and other pass-through amounts). Decision of BrandPotion shall be final with regard to determination of net profit and you hereby agree that you shall not object, oppose or challenge in any manner the amount, mode or methodology of computation of net profits.

3. Payment Terms. All Royalties will be paid in your favour by way of a cheque or a demand draft, subject to deduction of applicable taxes.BrandPotion reserves the right to charge a reasonable processing and/or handling fee to cover the cost of such distribution. You will be required to provide sufficient information to BrandPotion to comply with taxation requirements and other financial reporting obligations.

4. Copyright. BRANDPOTION.COM DOES NOT CLAIM OWNERSHIP OF THE CONTENT YOU SUBMIT TO THE SITE. YOU RETAIN ALL OWNERSHIP OF AND COPYRIGHT IN THE CONTENT, SUBJECT TO THE LICENSE YOU ARE GRANTING HEREUNDER. BrandPotion may register the copyright in the Content in your name, and you agree to cooperate fully in connection with such registration.

5. BrandPotion's Content Policy. By submitting the Content for a Contest, you hereby acknowledge that you have read and agree to abide by BrandPotion rules and guidelines set forth in BrandPotion's Content Submission Rules, which are hereby incorporated into this Agreement by this reference, and further agree not to submit any Content that does not fully comply with such Submission Rules.

6. Contest Rules. Users who create an account on the Site may submit Content to the Site to be entered into various Contests. You may submit your Content for a Contest in any of the categories that are available for a particular Contest. Please see the Official Contest Rules for a description of the Contest categories. To determine if your Content is the winner of a Contest, your Content will be reviewed and rated by the community of users. You hereby agree that such review and rating shall be final and binding on you and you will not challenge or oppose the same at any time. By submitting Content for a Contest, you hereby acknowledge that you have read and agree to all of the terms, conditions and rules set forth in the applicable Official Rules for the Contest, which are hereby incorporated into this Agreement by this reference. Without limiting the foregoing, you understand and agree that as a condition of being awarded a prize in a Contest, winners may be required to execute and deliver to BrandPotion a signed affidavit of eligibility and acceptance of the applicable Official Rules for the Contest. Please see the applicable Official Rules for the Contest for more details regarding participation in a Contest.

7. Moderation of Content. BrandPotion shall have the moderation right for the contents submitted by you. In case the Contents submitted by you are found to be threatening, defamatory, obscene, offensive, illegal, infringing other's rights including intellectual property rights, BrandPotion has the right to remove or edit the Contents from the Site and take such other action as deem fit by BrandPotion.

8. Representations and Warranties. You represent and warrant that (a) you are eligible to enter the Contest; (b) the Content is original to you and that you are the owner of all right, title and interest in and to the Content and have the right to grant the rights granted herein or, alternatively, you have obtained all necessary rights and permissions to use and submit the Content in connection with the Contest and to provide all the rights specified in this Agreement; (c) the Content and the use thereof as contemplated herein does not and will not violate or infringe upon any law or regulation or the rights of any third party, including, without limitation, any intellectual property rights, rights of privacy and rights of publicity; (d) the Content does not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, clandestinely intercept, or expropriate any system, data; (e) all statements that you assert as fact are true and accurate; and (f) all Content shall fully comply with the Submission Rules. You acknowledge that it is your sole responsibility to obtain all permissions and releases necessary for the grant of the license contained in this Agreement.

9. Waiver and Release. By submitting the Content, you hereby release BrandPotion from any liability whatsoever, and waive the right to make any claims against BrandPotion or any participating sponsor, and its parent companies, subsidiaries and affiliates, and each of their directors, officers, employees, agents, professional advisors and agencies arising out of or relating to the Content or the use of your name, pen name, image, and other profile information as set forth in this Agreement, including, but not limited to, claims of infringement, unfair competition, breach of implied contract, breach of confidentiality, and violation of the right of privacy or rights of publicity. You agree to execute any documents that BrandPotion may reasonably request to confirm its right to use the Content as described in this Agreement.

10. No Confidentiality. You realize that BrandPotion may have access to or may independently have created content and material similar or identical to the Content you submit, and you agree that you will not be entitled to any compensation by reason of the use by BrandPotion of such similar or identical material. You understand and agree that all Content submitted to BrandPotion will not be treated as confidential, and you agree not to include or disclose any trade secrets or other confidential or proprietary information of a third party in any Content.

11. Indemnification. You hereby agree to defend, indemnify, and hold harmless BrandPotion and its parent companies, subsidiaries, affiliates, participating sponsor and each of their directors, officers, employees, agents, professional advisors and agencies, successors and assigns from and against any and all claims, demands expenses, losses or liabilities including, without limitation, reasonable attorney's fees and punitive damages, arising out of or in connection with the Content, or any use thereof, including, without limitation, those arising from any breach, or alleged breach, of the warranties, representations and promises provided by you in this Agreement (each, a "Claim").

12. Miscellaneous. This Agreement, together with the Official Rules and Submission Rules, embodies the parties' entire agreement and supersedes any prior agreement, express or implied, written or oral, with respect to the Content. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative. This Agreement shall be construed in accordance with the laws of India without regard to its choice of law provisions. The parties hereby consent to the jurisdiction of the states and courts located in India. All of the covenants, terms, provisions and agreements contained in this Agreement will be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

These Content Submission Rules ("Submission Rules") apply to all BrandPotion's Contests sponsored by BrandPotion (each, a "Contest") through its Website located at www.brandpotion.com, www.brandpotion.co.in , www.brandpotion.in (the "Site"). By participating in a Contest or otherwise submitting any videos, print advertisements, audio advertisements, banner advertisements, photographs, artwork or other materials or content for a Contest ("Content"), you agree to be bound by the terms and conditions of the Official Contest Rules (the "Official Rules") for such Contest. You must be at least 18 years old (or the age of majority in your state of residence) to submit Content at the Site for or in connection with a Contest. The Contents submitted by you shall meet the following requirements:

You shall ensure that the Content submitted by you is compliant with the following:

1. Technical Requirements for Content Submissions. Except as otherwise specified by BrandPotion in connection with a Contest, all Content must be in one of the following file formats: asf, avi, dvd, flv, mp4, psp, mjpeg, mov, mpeg, mpegts, mpeg2video, rm, svcd, vcd, vob, 3gp, 3g2; Supported codecs: flv, huffyuv, h264, h263, mjpeg, mpeg1video, mpeg2video, mpeg4, qtrle, rv20, svq3, wmv1, wmv2, xvid; Ratio: 4:3; Maximum length: 60 seconds; File size must not exceed 50MB.

2. Nature of Content. You will not post, upload to, transmit, distribute, store, create or otherwise publish through the Site, including, without limitation, in connection with any Contest offered on or through the Site, any of the following:

   • a) Content that is unlawful, libelous, defamatory, offensive, obscene, pornographic, indecent, vulgar, lewd, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
   • b) Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
   • c) Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;
   • d) Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;
   • e) Content that is copied from another Site user;
   • f) Content that is harmful to children in any way;
   • g) Content that is harmful to, or degrades the goodwill associated with, the trademark(s) or name(s) of any company participating with Sponsor in any Contest or of such company's products or services;
   • h) Content that promotes any competitor of BrandPotion or any competitor of the Featured Brand in any Contest;
   • i) Content that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
   • j) Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
   • k) Unsolicited promotions, political campaigning, advertising or solicitations;
   • l) Private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
   • m) Viruses, corrupted data or other harmful, disruptive or destructive files; and/or
   • n) Content that, in the sole judgment of BrandPotion, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or participating in or enjoying the Contest(s), or which may expose BrandPotion or its Site users to any harm or liability of any type.
   • o) BrandPotion is the sole judge regarding whether or not Content is acceptable under these Submission Rules or any other terms or conditions on the Site.
   • p) Interactive Comment Spaces. The Site includes interactive areas where you can comment on and discuss Content submitted on the Site. BrandPotion's Terms and Conditions ("Site Terms") apply to your use of these and other interactive and community areas of the Site. These interactive comment spaces are not for self-promotion, but are instead for providing an opinion about another user's submitted Content. In addition to the rules listed here and in the Site Terms, you must not use these comment spaces to:
     • i) Link to or promote your own Content;
     • ii) Copy the same comment (or variations of the same comment) for multiple Content submissions;
     • iii) Look or ask for a vote exchange; and/or
     • iv) Write nonsense comments only to stay in/on the latest comments page.

   If you do not follow these rules, BrandPotion reserves the right (in its sole discretion) to deduct Voter's Choice points for Content you have submitted and/or participating on the Site in any allowed form, exclude you from a Contest or Contests, and/or temporarily or permanently disable your account on the Site.

3. Other Issues. You may not use e-mail or interactive areas of the Site to spam other Site users concerning your Content. Share your ideas with people you know, but do not spam Site users or others. The Site is based on sharing and respect.

Important: Please read these rules before entering any contest sponsored by BrandPotion through its Web site located at www.brandpotion.com, www.brandpotion.co.in,www.brandpotion.in(the"Site").By participating in the Contest or otherwise submitting any Content (as defined below), you agree to be bound by these Official Rules and represent that you satisfy all of the eligibility requirements in paragraph 1 below.

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST.

1. Eligibility

PURCHASE WILL NOT INCREASE ODDS OF WINNING. CONTEST VOID WHERE PROHIBITED. CONTESTS OPEN ONLY TO REGISTERED MEMBERS OF THE SITE WHO ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR THE AGE OF MAJORITY IN ENTRANT'S COUNTRY, STATE, OR PROVINCE OF RESIDENCE). IF YOU ARE NOT A REGISTERED MEMBER OF THE SITE, OR ARE UNDER THE AGE OF EIGHTEEN (18) (OR THE AGE OF MAJORITY IN YOUR COUNTRY, STATE, OR PROVINCE OF RESIDENCE), YOU ARE NOT ELIGIBLE TO WIN A PRIZE, AND BRANDPOTION.COM RESERVES THE RIGHT NOT TO AWARD PRIZES TO YOU . If you are under the legal age of majority in your country, state or local jurisdiction of residence (a "Minor"), one of your parents or legal guardians must submit with your Entry Materials (as defined below) a signed, written statement that they have read, understood and agree to these Contest rules, and that such agreement constitutes acceptance of these Contest rules on behalf of you and themselves. To be eligible to win a prize, your entry/entries must be completed and received by BrandPotion in the format designated below and in BrandPotion Content Submission Rules for Contests, and you must have agreed to BrandPotion Contest Submission Agreement . Directors, officers and employees of BrandPotion, any participating sponsors, and any of their respective parent companies, affiliates, subsidiaries, agents, professional advisors, agencies, and immediate families of each are not eligible to win any prizes. All applicable central, state and local laws and regulations apply. There is no limit to the number of submissions per person.

2. Disclaimer.

BrandPotion, all participating sponsors and any of their respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies will not be responsible for: (a) any late, lost, misrouted, garbled or distorted or damaged transmissions or entries; (b) telephone, electronic, hardware, software, network, Internet, or other computer or communications related malfunctions or failures; (c) any Contest disruptions, injuries, losses or damages caused by events beyond the control of BrandPotion; or (d) any printing or typographical errors in any materials associated with the Contest.

3. Contest Period.

Visit competitions for information about a specific Contest period, including the entry submission deadline (the "Deadline"), for a specific Contest. All entries must be received by the Deadline to be eligible to win a prize.

4. Prizes.

Visit competitions for information about the prizes for a specific Contest. For each Contest, entrants will submit videos, print advertisements, audio advertisements, radio advertisements, banner advertisements, scripts, concepts, ad copy, photographs, artwork or other materials or content ("Content"). Unless otherwise indicated, prizes will be paid in Indian Rupees.

Payment to contest winners will be made as per the Terms and Conditions for the Contest, as published at the time of Contest on the Contest description page.

Odds of winning a prize depend on the number and quality of eligible entries received in each Prize Category. ALL CENTRAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNERS. All prizes will be awarded. Prizes returned as undeliverable or otherwise not claimed within thirty (30) days after delivery of notification will be forfeited and awarded to an alternate winner. Prizes are not transferable. No substitutions or exchanges of any prizes will be permitted. Prizes won by a Minor will be awarded to a parent or legal guardian on the minor's behalf.

In the event of a dispute about the identity of the entrant, entries made online will be declared to have been made by the authorized account holder of the e-mail address submitted at time of entry. An authorized account holder is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization (e.g. business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. The potential winner may be required to provide Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry.

5. How to Enter.

To enter, visit the Site, and complete the online registration form (including, for example, by providing your full name, mailing address, e-mail address, and date of birth). Then follow the directions and Submission Rules to upload your completed project package before the Deadline. To upload your completed project package, you must agree to the terms of the Submission Agreement, which will be presented for your acceptance during the upload process. Please review the Submission Agreement carefully. The Submission Agreement includes important terms regarding your intellectual property rights in the Content you submit as part of a Contest. An entry into the Contest consists of your completed online registration form and your completed project package containing your Content (together, the "Entry Materials"). Each entry must indicate the Prize Category (or Prize Categories) for which the Entry Materials are being submitted. The Prize Category (or Prize Categories) for which Entry Materials are being submitted is selected by choosing to upload Entry Materials in a specific medium (e.g., uploading video Content is an entry into the Video category, while uploading audio Content is entry into the audio category, etc.). All text associated with the Entry Materials must be in English and/or Hindi or any other local language explicitly authorized by BrandPotion for that particular Contest. All requested information must be provided for your entry to be valid. You may submit Content based on another entrant's submitted advertising concept, provided that you shall not infringe the intellectual property rights of such entrant in the said advertising concept. If you do so and your submission wins a Prize for a Contest, at the sole and absolute discretion of BrandPotion, you will receive 75% of the prize and the entrant who submitted the advertising concept will receive 25% of the prize.

By entering the Contest, you consent to being placed on BrandPotion's e-mail mailing list including any participating sponsor, and its parent companies, subsidiaries and affiliates, for promotional and other purposes. However, you may opt out of receiving commercial or promotional e-mail from BrandPotion, Sponsor upon receipt of the first e-mail by following the "unsubscribe" instructions contained therein.

6. Contest Judging

Visit competitions for information about a specific Contest's judging criteria and winner selection and notification dates. On or before the winner selection date, the winners will be selected as follows:

For Voter Choice Awards: By judges comprised of participating, registered members of BrandPotion's Site (individually, a "Voter" and together, "Voters"). Voters must be logged into the Site to cast a vote. Voters may only vote once for each Content submission. Voters may vote only once for their own Entry Materials or Content (if any) in a Contest. The more "senior" the Voter, the more weight his/her vote will carry for the overall score of the relevant Content submission. Voter seniority is increased the more a Voter submits Content on the Site, comments on others' submitted Content, votes on others' submitted Content, and submits winning entries in Contests.

For Featured Brand Choice Awards: By a panel of judges comprised of qualified employees of the Sponsor participating in the Contest (the "Featured Brand").

Big Website owner and Honorable Mention Awards: By a panel of judges comprised of Sponsor's qualified employees.

Judges will determine, in their sole discretion, the winners. To claim a prize, winners should follow the instructions contained in the winner's notification.

7. License for Entries.

You hereby acknowledge that you have read, understand and agree to the terms and conditions of the Submission Agreement including, without limitation, the license you granted to BrandPotion pursuant to Section 1 of the Content Submission Agreement. You agree to take, at BrandPotion's or its sponsor's expense, any further action (including, without limitation, execution of affidavits and other documents) reasonably requested by BrandPotion to effect, perfect or confirm BrandPotion's or its sponsor's license rights as set forth in Section 1 of the Submission Agreement. Entry Materials submitted to BrandPotion in connection with the Contest will not be returned to entrants.

8. Non-Infringing Entry Materials.

You hereby represent and warrant that you have all necessary rights and permissions to submit your Entry Materials, including without limitation the associated Content, and that your use and submission of the Content and Entry Materials in connection with the Contest do not violate, misappropriate or infringe any copyright, trademark, patent, right of publicity or privacy, or any other proprietary right of any other person or entity.

9. General Release.

By entering the Contest, you (and, if you are a Minor, your parents or legal guardians) release BrandPotion, any participating sponsor, and its parent companies, subsidiaries and affiliates, and each of their directors, officers, employees, agents, professional advisors and agencies (collectively, the "Released Parties") from any liability whatsoever, and waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Contest or delivery, mis-delivery, acceptance, possession, use of or inability to use any prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

IF YOU ARE A MINOR, YOUR PARENTS OR LEGAL GUARDIANS FURTHER AGREE TO INDEMNIFY EACH OF THE RELEASED PARTIES FROM ANY CLAIMS, COSTS, INJURIES, LOSSES, OR DAMAGES DESCRIBED IN THE PRECEDING PARAGRAPH WHICH MAY BE SUFFERED BY YOU.

10. Use of Winner's Name, Likeness, etc

Except where prohibited by law, entry into the Contest constitutes permission to use each winner's name, address, likeness and/or prize information, without limitation, for promotional purposes without further permission or compensation. As a condition of being awarded any prize, except where prohibited by law, winners may be required to execute an additional written consent to the use of their name, address, likeness and/or prize information, without limitation, for promotional purposes without further permission or compensation.

11. Affidavit & Release

As a condition of being awarded any prize, winners (and if winner is a Minor, winner's parent or legal guardian) will be required to execute and deliver to BrandPotion a signed affidavit of eligibility and acceptance of these Official Rules and liability release.

12. Winners List; Rules Request.

For a copy of the winners list, kindly mail us at winners@brandpotion.com.

13. Copyright Notice

The Contest and all accompanying materials are copyright © 2009 by BrandPotion. All rights reserved.

14. Miscellaneous.

The Contest and these Official Rules will be governed, construed and interpreted under the laws of India. Entrants agree to be bound by these Official Rules and by the decisions of BrandPotion, which are final and binding in all respects. BrandPotion reserves the right to change these Official Rules at any time, in its sole discretion, and to suspend or cancel the Contest or any entrant's participation in the Contest should viruses, bugs, unauthorized human intervention or other causes beyond BrandPotion's control affect the administration, security or proper play of the Contest or BrandPotion otherwise becomes (as determined in its sole discretion) incapable of running the Contest as planned. Entrants who violate these Official Rules, tamper with the operation of the Contest or engage in any conduct that is detrimental or unfair to BrandPotion, the Contest or any other entrant (in each case as determined in BrandPotion's sole discretion) are subject to disqualification from entry into the Contest. BrandPotion reserves the right to lock out persons whose eligibility is in question or who have been disqualified or are otherwise ineligible to enter the Contest.

15. Sponsor.

The sponsor of the Contest is BrandPotion.