NO PURCHASE NECESSARY TO ENTER. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF BEING SELECTED AS A SMALLVILLE BLUR-BLOGGER (AS MORE FULLY DETAILED BELOW). A SMALLVILLE BLUR-BLOGGER WILL BE REQUIRED TO EXECUTE A SEPARATE ACCEPTANCE AGREEMENT AS MORE FULLY DETAILED BELOW. The “Smallville Believe in Heroes Challenge” (the “Challenge”) begins on Friday, December 10, 2010, at 11:00:00 a.m. and ends on Monday, December 20, 2010, at 10:59:59 a.m. (the “Challenge Period”). All Challenge- execution-specific times are Pacific time.

ELIGIBILITY:

The Challenge is open to individuals who are legal residents of any one (1) of the fifty (50) United States and the District of Columbia (collectively, the “U.S.”) who are eighteen (18) years of age or older and physically domiciled in the U.S. at the time of entry (hereinafter referred to as a “Participant” or collectively as “Participants”). As a condition of participating in the Challenge, each Participant acknowledges that he/she is not entitled to any guild or union wages or similar compensation and that if he/she is a member of any guild or union, then his/her participation in the Challenge is at his/her own risk and that he/she is solely responsible for complying with any guild or union regulations. Employees, directors and officers of The CW Network, LLC (hereinafter referred to as the “Sponsor”), L.A. Promotion Development, Inc. (hereinafter referred to as the “Administering Agency”), Warner Bros. Entertainment Inc., Warner Bros. Television, a division of WB Studio Enterprises Inc. (hereinafter referred to as “WBTV”), CBS Corporation, and each of their respective member or parent companies and subsidiaries, affiliates, distributors, divisions, production entities, broadcast affiliates, or advertising and promotion agencies associated with the Challenge (each a “Promotion Party” and collectively, the “Promotion Parties”) are not eligible to enter the Challenge or receive any Experience-related consideration conveyed by the Promotion Parties (as more fully detailed below). In addition, family members of (whether living in the same household or not) and those living in the same household as (whether related or not) any such employees, directors or officers are not eligible to enter this Challenge or receive any Experience-related consideration conveyed by the Promotion Parties. For the purposes of the Challenge, family members are defined as spouse, mother, father, in-laws, grandmother, grandfather, brother, sister, children and grandchildren.

Void outside the fifty (50) United States and the District of Columbia and where prohibited. The Challenge is administered by the Administering Agency. By entering, each Participant (or the Participant’s parent or legal guardian [hereinafter “Parent”] if Participant is under the age of majority in his/her state of residence [hereinafter “UAOM”]) agrees to be bound by this Participation Agreement and the decisions of the Sponsor and Administering Agency, which are final and binding in all respects.

HOW TO PARTICIPATE:

YOU MAY PARTICIPATE IN THE FOLLOWING WAY: Participants may enter the Challenge online only. A Participant may enter as often as he/she likes; however, each entry submitted must be uniquely different in presentation and/or messaging (as solely determined by the Sponsor, WBTV and/or Administering Agency) from any other entry entered by the same Participant. Entries received before and/or after the Challenge Period will be void.

Sponsor will be the official timekeeper for the Promotion.

Access the “Smallville Believe in Heroes Challenge” on the World Wide Web at http://www.CWtv.com/ for the opportunity to become one (1) of up to ten (10) Smallville-related video bloggers whose respective video submission is selected by the Sponsor/WBTV and may be included in a broadcast of a future episode of Smallville on The CW (hereinafter referred to as a “Smallville Blur-Blogger”). Follow the on-screen instructions to reach the Challenge Registration page. On the Registration page and in the spaces provided, provide the following information and entry-related assets:

 

Important: 

Each Participant entering the Challenge must also, in the space provided, type in his/her full legal name as his/her signature. By providing this signature and by clicking on the “Submit” button, each Participant forwards his/her entry to the Challenge, agrees to the terms and conditions of this Participation Agreement, additional terms and conditions that may appear on the Registration page and/or on Challenge-related pages, and accepts the Sponsor’s Privacy Policy.

Each BlurBlog that is entered into the Challenge must meet the following "Submission Requirements" (any submission that, in Sponsor's sole and absolute discretion, violates the following criteria will be disqualified). By submitting a BlurBlog, you agree that your BlurBlog submitted

Participants agree to indemnify, defend and hold harmless the Promotion Parties for any breach or alleged breach of any of the foregoing representations and warranties.

As a condition of participation, each Participant (or the Participant’s Parent if Participant is UAOM) entering the Challenge must also follow the on-screen instructions to indicate his/her acceptance of this Participation Agreement. By clicking on the final “Submit” button (in any message or graphic-related representation), each Participant forwards his/her submission to the Challenge. If Participant is UAOM and does not receive Parent’s consent PRIOR to entering the Challenge, then Participant’s entry can be removed from participation at the request of Participant’s Parent by the Parent sending an e-mail to [email protected]. In the subject field, type “Remove Minor Participant,” and in the message box, provide the e-mail address and full name of the minor Participant.

Nonreadable, garbled or incomplete entries, or Participants that do not abide by this Participation Agreement, as determined by the Sponsor or Administering Agency, at their sole discretion, will be disqualified. All entries become property of the Sponsor/WBTV and will not be returned or acknowledged. Entries that are submitted by a third-party entity on behalf of a Participant (or the Participant’s Parent if Participant is UAOM), including, but not limited to, a Sweepstakes or Contest agent or agency, or entries that are forged, altered or are generated by a macro, bot or other automated means will not be accepted and will be void. Submission of false or misleading information by a Participant (or the Participant’s Parent if Participant is UAOM) will be grounds for disqualification of entry. Proof of submission of an entry will not be deemed proof of receipt of an entry by the Sponsor, or Administering Agency. For purposes of this Challenge, an entry is “received” online when the Sponsor’s website server(s) records the entry information upon Participant clicking the final “Submit” button (in any message or graphic-related representation). Proof of sending (such as an automated computer receipt confirming entry or “thanks for entering” message) does not constitute proof of actual receipt of an entry for purposes of this Challenge. All entries must be submitted legitimately.

In the event of a dispute regarding the identity of a Participant, the entry in question will be deemed submitted by the authorized account holder of the e-mail address provided, but only if that person meets all other eligibility criteria. 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 that is responsible for assigning e-mail addresses for the domain name associated with the submitted e-mail address. A potential Smallville Blur-Blogger may be requested to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the potentially selected entry. If a dispute cannot be resolved to Sponsor’s satisfaction, the submission will be deemed ineligible.

To review The CW’s Privacy Policy, go to http://www.cwtv.com/page/privacypolicy.html. In addition to the “Grant” section below, a Participant’s personal information will be utilized by the Sponsor and/or Administering Agency to publish a Smallville Blur-Blogger disclosure list, to comply with any legal requirements, and as otherwise disclosed on the Sponsor’s website and/or Registration form.

BLUR-BLOGGER SELECTION/JUDGING CRITERIA:

During the Challenge Period, the Sponsor/WBTV and/or their designated representative(s) (“Judges”) will rank each BlurBlog received based on a scale of one (1) to ten (10) [ten (10) being the best] for each of the following categories: 1) Style, e.g., submitted BlurBlog’s overall theatrical performance and appeal; 2) Messaging Communication, e.g., how (well) a Participant communicates the enthusiasm of the Smallville fan experience specific to the BlurBlog theme and content; and 3) Visual Appearance/Marketability, e.g., would the Participant’s BlurBlog (performance) appeal to the Smallville television series’ audience.

In event of a tie, the tie will be broken by selecting the tied BlurBlog with the highest score in the Style category. If a tie still remains, the tie will be broken by selecting the tied entrant with the highest score in the Visual Appearance/Marketability category and then, if necessary, in the Messaging Communication category.

The top ten (10) BlurBlogs with the highest single-entry-specific cumulative scores (subject to eligibility verification) will each be appointed a Smallville Blur-Blogger.

Decisions of Judges/Sponsor are final and binding in all respects and are nonappealable. If a selected potential Blur-Blogger is found ineligible or fails to comply with the terms and conditions of this Participation Agreement, that person’s appointment as a Blur-Blogger may be forfeited and an alternate submission may be selected based on the next highest score. The Sponsor/WBTV, at their sole discretion, will determine if and/or when a selected Smallville Blur-Blogger’s BlurBlog is utilized.

SELECTED BLUR-BLOGGER EXPERIENCE:

Selected BlurBlogs may, at the Promotion Parties’ sole discretion, appear in a future episode of Smallville (hereinafter referred to as the “Experience”).

Any additional Experience-related consideration conveyed, other than those specifically disclosed in this Participation Agreement, will be conveyed at the sole discretion of the Sponsor.

SELECTED SMALLVILLE BLUR-BLOGGER NOTIFICATION PROCESS:

Each potential Smallville Blur-Blogger in this Promotion will be contacted by telephone and/or e-mail (at Sponsor’s and Administering Agency’s sole discretion). If he/she cannot be reached within twelve (12) hours from the date/time of first notification attempt, such person may be disqualified and an alternate Smallville Blur-Blogger may be selected at the Sponsor’s/WBTV’s/Administering Agency’s sole discretion.

Once the Administering Agency has received verbal confirmation from the tentative Smallville Blur-Blogger of his or her desire to accept the position as a confirmed Smallville Blur-Blogger (subject to verification of eligibility), potential Smallville Blur-Blogger will receive a Participation Affidavit of Eligibility/Confidentiality Agreement/Release of Liability (“Affidavit”) via e-mail, mail or other courier service.

If a potential Smallville Blur-Blogger is under the age of majority in his/her state of residence, a parent of that individual must complete the Affidavit for him/her and must complete the Parent section of the Affidavit. A legal guardian must provide written proof of guardianship.

Affidavit must be completed and returned to the Sponsor within two (2) calendar days of a tentative Smallville Blur-Blogger’s receipt of the Affidavit. A disqualification may result and an alternate entry may be selected if the Affidavit is not returned to the Sponsor within the specified time. Refusal or return of any potential Smallville Blur-Blogger notification or Affidavit as undeliverable will also result in disqualification and an alternate entry may be selected at the sole discretion of the Sponsor/WBTV and/or Administering Agency.

Affidavit is subject to verification by Sponsor and Administering Agency. In the event of noncompliance with this requirement, the appointment as a Smallville Blur-Blogger may be forfeited.

ADDITIONAL PARTICIPATION INFORMATION:

Appointment as a Smallville Blur-Blogger is not transferable or assignable, except at the Sponsor’s sole discretion. By participating in any form, each Participant agrees that if selected as a Smallville Blur-Blogger, Sponsor may, at its option, conduct a background check on Participant, the results of which may disqualify a Participant as a Smallville Blur-Blogger. If necessary or requested, each Participant selected as a Smallville Blur-Blogger agrees to sign waiver forms authorizing the release of personal and background information.

GRANT—HOW THE PROMOTION PARTIES MAY USE PERSONAE-RELATED MATERIALS, AS DISCLOSED BELOW:

Except where prohibited by law, by entering this Challenge, each Participant (or the Participant’s Parent if Participant is UAOM, on behalf of the Participant) grants the Promotion Parties the perpetual and irrevocable right and license to use his/her name, voice, photograph, visual and audio likeness in any medium, statements, biographical information, address and any information or material contained in his/her entry (collectively, “Personae-Related Materials”) on a worldwide basis, in any manner and in all venues and forms of media, now known or hereafter devised, in perpetuity, without compensation, review or approval, including, without limitation, in and in connection with the Challenge, on Promotion Parties’ websites and any of Promotion Parties’ advertising and Challenge materials and/or broadcasts in any form. In addition, by entering, each Participant (or the Participant’s Parent if Participant is UAOM), except where prohibited by law, consents to being photographed, filmed, taped and/or interviewed about the Challenge, without compensation, review or approval. In connection therewith, each Participant (or the Participant’s Parent if Participant is UAOM) grants full permission and consent to the Promotion Parties to utilize any of the results of such photographing, filming, taping and/or interviewing in perpetuity, in any manner and in any and all media now known or hereafter devised and hereby releases the Promotion Parties from all liability related thereto.

Each Participant agrees that the Personae-Related Materials and the BlurBlog submitted by each Participant in his/her entry will be deemed a work made for hire for Sponsor and WBTV. In addition, by submitting an entry, each Participant irrevocably assigns all right, title and interest in and to the Personae-Related Materials and BlurBlog submitted in his/her entry to the Sponsor and WBTV, including, without limitation, all trademarks, copyrights (to the extent not already a work made for hire) and all other proprietary and intellectual property rights contained therein.

Sponsor and WBTV reserve the right to edit, adapt or otherwise revise and alter any Personae-Related Materials and the BlurBlog. Each Participant hereby waives any moral rights or so-called droit moral in and to his/her Personae-Related Materials and content contained therein and each Participant hereby releases each of the Promotion Parties from any liability or cause of action related to editing, adapting or otherwise revising and altering any Personae-Related Materials or the BlurBlog.


Participants agree that the Promotion Parties are not obligated to broadcast or otherwise use or exploit any Personae-Related Materials or the BlurBlog or any part thereof. By submitting Personae-Related Materials, each Participant agrees to execute any documents or take any further action required by the Promotion Parties to effectuate the intention of the grants in this Participation Agreement and any other agreements made by each Participant.

The Promotion Parties may require an additional separate written agreement with a Participant (or, if a Participant is UAOM, his/her Parent) at Sponsor’s sole discretion.

REPRESENTATIONS, WARRANTIES, DISCLAIMERS, RELEASES & INDEMNITY:

The Promotion Parties make no warranties, REPRESENTATIONS oR GUARANTEES, express or implied, in fact or in law, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, relative to the use or enjoyment of ANY EXPERIENCE-RELATED CONSIDERATION CONVEYED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH CONSIDERATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SPONSOR HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT.

By entering, each Participant (OR the PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) and each of HIS OR HER agents, assignees, executors and successors agree to indemnify, defend, hold harmless and fully release and forever discharge EACH OF the Promotion Parties from and against any and all liabilities, costs, claims, alleged claims, demands, duties, rights, agreements, promises, damages, injuries, losses, expenses, liens and debt actions of any kind, including, without limitation, attorneys’ fees, whether now known or unknown, unforeseen or foreseen, arising out of or in any way connected with, directly or indirectly, participation in the Challenge, including, WITHOUT LIMITATION, personal injury or death, loss of enjoyment, or other harm or loss of any nature whatsoever caused or contributed to by or arising out of participation and/or entry in the Challenge, OR PREPARATION FOR OR TRavel to or from any Challenge-related activity. IF ANY OF THIS PARTICIPATION AGREEMENT IS DETERMINED TO BE INVALID OR UNENFORCEABLE, THESE RULES SHALL OTHERWISE REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR TERMS AS IF THE INVALID OR UNENFORCEABLE PROVISION WERE NOT CONTAINED HEREIN. THE promotion PARTIES ARE NOT RESPONSIBLE FOR ANY ADDITIONAL EXPENSES, OMISSIONS, DELAYS OR REROUTING RESULTING FROM ANY ACTS OF ANY GOVERNMENT OR AUTHORITY.

EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) acknowledgeS that there is a possibility that subsequent to ENTERING THE CHALLENGE AND AGREEING TO THIS PARTICIPATION AGREEMENT, A PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) will discover facts or incur or suffer claims which were unknown or unsuspected at the time A PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) AGREED TO THIS PARTICIPATION AGREEMENT, and which if known at that time may have materially affected A PARTICIPANT’S (OR THE PARTICIPANT’S PARENT’S IF PARTICIPANT IS UAOM) decision to AGREE TO THIS PARTICIPATION AGREEMENT. BY ENTERING THIS CHALLENGE, EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) acknowledgeS and agreeS that by reason of THIS PARTICIPATION AGREEMENT, and the releaseS contained in the preceding paragraphs, EACH PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) assumES any risk of such unknown facts and such unknown and unsuspected claims.

Each Participant (or the Participant’s Parent if Participant is UAOM) understands and agrees that all rights under Section 1542 of the California Civil Code and similar law of any state or territory of the United States are hereby expressly waived. Said section reads as follows:

1542 CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASES. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

GENERAL:

Each Participant (or the Participant’s Parent if Participant is UAOM) agrees that the Promotion Parties are not responsible for any errors, typographical errors or misprints in the Participation Agreement or any materials, including, but not limited to, the advertising, Challenge or offer of the Challenge. If the Challenge or, as applicable, the conveyance of any Experience-related consideration becomes compromised, hampered, interrupted, not capable of running or being fulfilled as planned, rendered impossible of performance in any way or prevented, including, without limitation, because of any kind of human error, computer viruses, bugs, electronic, hardware, software, Internet, network, technical or telephone or mobile telephone failures, tampering, unauthorized intervention, fraud, an event of force majeure or any other cause created by the Promotion Parties, the user or by any of the equipment or programming associated with or utilized in the Challenge, the Sponsor reserves the right, at its sole discretion, to change the Participation Agreement, to cancel, modify, suspend or withdraw the Challenge or any Challenge offer and/or cancel, modify, suspend or withdraw any method of entry, without notice, and select the Smallville Blur-Bloggers from among all eligible entries received for the Challenge prior to or after the cancellation, modification, suspension or withdrawal. As used herein, an event of force majeure shall be deemed to include, without limitation, an act of God; an act of terrorism, war, riot or civil commotion; fire; casualties; boycott; labor dispute, strike or stoppage (including a strike by the members of any union); an act of any federal, state or local authority; or any other similar or dissimilar act beyond the Sponsor’s or Administering Agency’s control.

The Promotion Parties are not responsible and/or liable for any of the following, whether caused by the Promotion Parties, the Participant or by human or other error: any lost, late, incomplete, illegible, mutilated or misdirected entries, e-mail or mail or postage-due mail; any error, omission, interruption, defect or delay in transmission or communication, including, but not limited to, lost or unavailable cell phone connection failure; viruses or technical or mechanical malfunctions; interrupted or unavailable cable or satellite systems; failures of electronic equipment, computer hardware or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications or entry information.

Each Participant (or the Participant’s Parent if Participant is UAOM), as a condition of entry, agrees that he/she has not purchased any kind of Internet service or wireless service whatsoever in order to participate in and/or enter the Challenge. Each Participant (or the Participant’s Parent if Participant is UAOM) agrees not to knowingly damage or cause interruption of the Challenge and/or prevent others from utilizing the Challenge. Any person who supplies false information, submits entries by fraudulent means or is otherwise determined to be in violation of the Participation Agreement will forfeit any Experience-related consideration conveyed and may be prosecuted to the full extent of the law. CAUTION: ANY ATTEMPT TO DAMAGE ANY SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CHALLENGE VIOLATES CRIMINAL OR CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR AND/OR ADMINISTERING AGENCY MAY, AT ITS SOLE AND REASONABLE DISCRETION, DISQUALIFY ANY PARTICIPANT (OR THE PARTICIPANT’S PARENT IF PARTICIPANT IS UAOM) MAKING SUCH ATTEMPT AND SPONSOR MAY SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

A Promotion Party’s failure to enforce any provision in this Participation Agreement will not constitute a waiver of that or any other provision.

Except where prohibited, as a condition of participating in this Challenge, each Participant (or the Participant’s Parent if Participant is UAOM) agrees that any and all disputes that cannot be resolved between the Participant and any Promotion Party, claims and causes of action arising out of or connected with this Challenge or any Experience-related consideration conveyed or the determination of a Smallville Blur-Blogger shall be resolved individually, without resort to any form of class action. Further, in any such dispute, under no circumstances will a Participant (or the Participant’s Parent if Participant is UAOM) 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 Participant’s actual out-of-pocket expenses (if any), not to exceed two hundred fifty dollars ($250), and Participant (or the Participant’s Parent if Participant is UAOM) further waives all rights to have damages multiplied or increased.

All claims brought by a Participant (or the Participant’s Parent if Participant is UAOM) must be brought in the courts of the state of California, and this Challenge and any dispute arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the state of California applicable to agreements executed and fully performed within the state of California and without reference to its conflicts of law principles.

PARTICIPATION AGREEMENT AND SMALLVILLE BLUR-BLOGGER LIST:

To view and download a copy of the Participation Agreement during the Challenge Period and for a two (2)-month period after the Challenge Period or to view and download a copy of the verified Smallville Blur-Blogger list for a two (2)-month period after the selection and posting of appointed Blur-Bloggers by the Administering Agency, visit http://www.rulesandwinners.com. In the field provided, enter the code word SmallvilleHeroes.

Sponsor: The CW Network, LLC

4000 Warner Blvd.

Burbank, California 91505

Administering Agency: L.A. Promotion Development, Inc., 302 Fairview Road, Suite P, Ojai, California 93023.

© 2010 The CW Network, LLC. All rights reserved. This Participation Agreement and all derivative forms in any configuration © 2010 L.A. Promotion Development, Inc. All rights reserved.