Contest Rules

NO PURCHASE NECESSARY TO ENTER OR WIN

1. DESCRIPTION OF THE CONTEST: The LongTail Skin Contest (the "Contest") is designed to find the most creative skins designed for the JW FLV Player. Judges will choose winning entries in accordance with these Official Rules and prizes will be awarded to eligible winning Participants.

2. SPONSOR: The Contest is sponsored by LongTail Ad Solutions, Inc. ("LongTail"), a Delaware corporation with principal place of business at 38 West 32nd Street, Suite 1412, New York City, NY, 10001, USA.

3. BINDING AGREEMENT: In order to enter the Contest, you must agree to these Official Rules ("Rules"). Therefore, please read these Rules prior to entry to ensure you understand and agree. You agree that submission of an Entry in the Contest constitutes agreement to these Rules. You may not submit an entry to the Contest and are not eligible to receive the prizes described in these Rules unless you agree to these Rules. These Rules form a binding legal agreement between you and LongTail with respect to the Contest.

4. ELIGIBILITY: The Contest is open to individuals who are eighteen (18) years of age or older on November 15, 2009 and who have agreed to these Rules ("Participants"). The Contest is not open to residents of Cuba, Iran, Syria, North Korea, Sudan, Myanmar (Burma), 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. Employees, interns, contractors, investors and official office-holders of LongTail and members of their immediate families (defined as parents, children, siblings and spouse, regardless of where they reside, and/or those living in the same household of each) are ineligible to participate in the Contest. You must have access to the Internet and either have or sign up for a free LongTail Account in order to enter.

5. CONTEST PERIOD: The Contest begins at 12:00:00 A.M. Eastern Time (ET) Zone in the United States on November 18, 2009 and ends at 11:59:59 P.M. ET on December 18, 2009 ("Contest Period"). You are responsible for determining the corresponding time zone in your respective locations.

6. SUBMISSION OF ENTRIES:
a. Skins: In order to submit an Entry to the Contest, Participants must create a working skin for the JW Player for Flash 5.0 to be designated as a Completed Entry.
b. Submitting an Entry: Once you finish a Skin, you submit an Entry via our contest submission form located at: http://www.longtailvideo.com/players/skincontestsubmission.
c. Inappropriate Content: Entries that are lewd, obscene, pornographic or otherwise inappropriate to the Contest will be disqualified at LongTail's sole discretion.

7. JUDGING: Each Entry will be judged by members of LongTail. The decision of LongTail in this matter is final and binding. LongTail will judge each Entry according to the following equally weighted factors: (i) Creativity and (ii) Aesthetic Thoroughness and (iii) Quality of Work. The LongTail Judges will then determine the three (3) Participants with the highest overall scores (Prize Winners). In the event of a tie, the Participant among the tied Participants with the highest score in Creativity will be declared a Prize Winner. In the event a potential Prize Winner is disqualified for any reason, the eligible Participant with the next highest total score in the pool of Participants who have submitted completed Entries will be chosen as Prize Winner. In the event that no Completed Entries are received, no prize will be awarded. Determinations of Judges are final and binding. Winners will be notified by email and a list of winners will be posted on the LongTail website or before January 15, 2010 for a period of at least 60 days.

8. PRIZES FOR PRIZE WINNERS: Eligible Participants judged to be the best overall entrant by LongTail Judges ("Prize Winners") will receive a $500 USD (five hundred U.S. dollars) prize. Eligible Participants judged to be the second, third and fourth overall entrant by LongTail Judges ("Prize Winners") will receive a $100 USD (one hundred U.S. dollars) prize.

9. TAXES: PAYMENTS TO POTENTIAL WINNERS ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT THEY SUBMIT TO LONGTAIL ALL DOCUMENTATION REQUESTED BY LONGTAIL TO PERMIT IT TO COMPLY WITH ALL APPLICABLE US, STATE, LOCAL AND FOREIGN (INCLUDING PROVINCIAL) TAX REPORTING AND WITHHOLDING REQUIREMENTS. ALL PRIZES WILL BE NET OF ANY TAXES LONGTAIL IS REQUIRED BY LAW TO WITHHOLD. ALL TAXES IMPOSED ON PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNERS. In order to receive a prize, potential winners must submit the tax documentation requested by LongTail or otherwise required by applicable law, to LongTail or the relevant tax authority, all as determined by applicable law, including, where relevant, the law of the potential winner's country of residence. The potential winners are responsible for ensuring that (s)he complies with all the applicable tax laws and filing requirements. If a potential winner fails to provide such documentation or comply with such laws, the prize may be forfeited and LongTail may, in its sole discretion, select an alternative potential winner.

10. GENERAL CONDITIONS: LongTail reserves the right to substitute an alternate prize of equal or greater value in the event all or part of a prize set forth above becomes unavailable. Prizes are awarded without warranty of any kind from LongTail, express or implied, without limitation, except where this would be contrary to federal, state, provincial, or local laws or regulations. All federal, state, provincial and local laws and regulations apply. Submission of an Entry in this Contest constitutes agreement by the Participant to the terms and conditions of these Rules. Decisions of LongTail and the Judges are final and binding on all matters pertaining to this Contest. Return of any prize/prize notification may result in disqualification and selection of an alternate winner. Any potential winner who cannot be contacted by email within 15 days of attempted first notification will forfeit his/her prize. Potential prize winner(s) may be required to sign and return an Affidavit or Declaration of Eligibility, and Liability/Publicity Release within 30 days following the date of first attempted notification. Failure to comply within this time period may result in disqualification and selection of an alternate winner. LongTail reserves the right to disqualify any Participant from the Contest if, in LongTail's sole discretion, it reasonably believes that the Participant has attempted to undermine the legitimate operation of the Contest by cheating, deception, or other unfair playing practices or annoys, abuses, threatens or harasses any other Participants, LongTail or the Judges. Please allow two (2) weeks from the Contest closing date for winners to be selected and prizes to be awarded.

11. INTELLECTUAL PROPERTY RIGHTS: The Participant retains ownership of all intellectual and industrial property rights (including moral rights) in and to the Entry that Participant had before submitting the Entry. As a condition of entry, Participant grants LongTail a perpetual, irrevocable, worldwide, royalty-free, and exclusive license to use, reproduce, adapt, modify, publish, distribute, publicly perform, and publicly display any Entry that Participant submits to this Contest for any purpose.

12. PRIVACY: Participants agree that personal data including, but not limited to, name, mailing address, phone number, and email address may be collected, processed, stored and otherwise used for the purposes of conducting and administering the Contest. This data may be transferred into the United States. Further, this data may also be used by LongTail to verify a Participant's identity, postal address and telephone number in the event a Participant qualifies for any applicable prize as well as to deliver the applicable prize(s). Participants have the right to access, review, rectify or cancel any personal data held by LongTail in connection with the Contest by writing to LongTail (Attention: Skin Contest Administrator) at the address listed above. If a Participant does not provide the required data when requested, that Participant's Entries will be ineligible for any prizes. All information provided will be maintained in accordance with LongTail's Privacy Policy, which Participants should read and understand, and will be used solely for the purpose of administering the Contest.
By accepting a prize, Participant agrees to LongTail and its agencies use of Participant's name and/or likeness and Entry for advertising and promotional purposes without additional compensation, unless prohibited by law.

13. WARRANTY AND INDEMNITY: Participants warrant that their Entries are original and that they are the sole and exclusive owner and rights holder of the submitted Entries and that they have the right to submit the Entries in the Contest and grant all required licenses. Each Participant agrees not to submit any Entry that (1) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, patent, trade secret or confidentiality obligations; or (2) otherwise violates applicable U.S. law or the law of the Participant's country of residence. To the maximum extent permitted by law, each Participant indemnifies and agrees to keep indemnified LongTail at all times from and against any liability, claims, demands, losses, damages, costs and expenses resulting from any act, default or omission of the Participant and/or a breach of any warranty set forth herein. To the maximum extent permitted by law, each Participant agrees to defend, indemnify and hold harmless LongTail, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any material uploaded or otherwise provided by the Participant that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by the Participant in connection with the Contest; (c) any non-compliance by the Participant with these Official Rules; and (d) claims brought by persons or entities other than the parties to these Official Rules arising from or related to the Participants involvement with the Contest.
To the extent permitted by law, Participant agrees to hold LongTail, its respective directors, officers, employees and assigns harmless for any injury or damage caused or claimed to be caused by participation in the Context and/or use or acceptance of any prize, except to the extent that any death or personal injury is caused by the negligence of LongTail.

14. ELIMINATION: Any false information provided within the context of the Contest by any Participant concerning identity, mailing address, telephone number, email address, ownership of right or non-compliance with these Official Rules or the like may result in the immediate elimination of the Participant from the Contest. LongTail further reserves the right to disqualify any Entry that it believes in its sole and unfettered discretion infringes upon or violates the rights of any third party, otherwise does not comply with these Official Rules, or violates U.S. or applicable local law in Participant's country of residence.

15. INTERNET: LongTail is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission. LongTail is not responsible for theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind. LongTail is not responsible for inaccurate transmissions of or failure to receive entry information by LongTail on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof, except to the extent that any death or personal injury is caused by the negligence of LongTail. 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 which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Contest, LongTail reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest. LongTail further reserves the right to disqualify any Participant who tampers with the submission process or any other part of the Contest. Any attempt by a Participant to deliberately damage any Web site or undermine the legitimate operation of the Contest is a violation of criminal and civil laws and should such an attempt be made, LongTail reserves the right to seek damages from any such Participant to the fullest extent of the applicable law.

16. NOT AN OFFER OR CONTRACT OF EMPLOYMENT: Under no circumstances shall the submission of an Entry into the Contest, the awarding of a prize, or anything in these Official Rules be construed as an offer or contract of employment with LongTail. You acknowledge that you have submitted your Entry voluntarily and not in confidence or in trust. You acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between you and LongTail and that no such relationship is established by your submission of an Entry under these Rules.

17. FORUM AND RECOURSE TO JUDICIAL PROCEDURES: These Official Rules shall be governed by, subject to, and construed in accordance with the laws of the State of New York, United States of America, excluding all conflict of law rules. If any provision(s) of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Contest are hereby excluded, and all Participants expressly waive any and all such rights.

18. ARBITRATION: By entering the Contest, you agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to the Contest will be decided by binding arbitration. All disputes between you and LongTail of whatsoever kind or nature arising out of these Terms, shall be submitted to Judicial Arbitration and Mediation Services, Inc. ("JAMS") for binding arbitration under its rules then in effect in the New York City, NY, USA area, before one arbitrator to be mutually agreed upon by both parties. You agree to pay all arbitration costs incurred.

19. WINNER'S LIST: You may request a list of winners between January 15, 2010 and January 31, 2010 by writing to:

Skin Contest Administrator
LongTail Ad Solutions, Inc.
38 West 32nd Street
Suite 1412
New York City, NY 10001
USA