CONTEST RULES AND LICENSING AGREEMENT

Binding Legal Agreement

To enter New England Sports Network’s (“NESN”) film production contest to be named later (the “Contest”), you must agree to the following Contest Rules and Licensing Agreement (“Agreement”). This is a legally binding contract between NESN and each Contest entrant (“you” or “entrant”). Therefore, please read this Agreement carefully.

If you are submitting an entry as a group entry, each team member must submit a signed copy of this Agreement at the time of your film submission, or you and your team will not be eligible to participate in the Contest. If you are submitting an entry as an individual, you must also submit a signed copy of this Agreement at the time of your film submission, or you will not be eligible to participate in the Contest.

NESN reserves the right, in its sole discretion, to disqualify any entrant from participation in the Contest should it deem that the entrant has violated this Agreement.

Contest

The Contest is sponsored by NESN, a Massachusetts corporation having an address of 480 Arsenal St., Watertown, MA 02472.

Entrants are asked to create a five to six-and-a-half minute film about sports. In addition to the completed entry, entrants must also submit a thirty-second trailer previewing their entries.

Once all entries have been received, entries will be screened by an internal NESN panel, which will select a certain number of films to be part of a “pitch” and evaluation process starting on or about January 2015. Select entries will be featured on NESN in 2015.

The anticipated timeline of the Contest, subject to revision, extension or cancellation at NESN’s sole discretion, is as follows:

  • October 1, 2014: Entrants must inform NESN of their intent to participate.
    Between June 30 and October 1, 2014: Entrants must submit final treatments and budgets.
  • October 1, 2014: Submission opens for all entries.
  • December 31, 2014: Deadline for submitting all entries ends at midnight EST.
  • Early January 2015: An internal NESN panel will select up to 20 teams to continue in the competition based on the quality of the submissions, the number of submissions and the criteria listed below.
  • Late January 2015: The selected teams will travel to Boston (at their own expense) to meet with the judging panel at NESN, vying to be 1 of up to 10 films that may air on NESN in Round One. An internal NESN panel will select up to 10 teams to continue in the competition. The interviews with the teams and the judge’s deliberations will be filmed, edited and aired in a manner to be determined by NESN.
  • February 2015: The selected teams will travel to Boston (at their own expense) for Round One of the competition, in which they will appear before the judges who will critique their submissions, deliberate and determine which teams proceed to the Semi-Final round. The interviews with the teams and the judge’s deliberations will be filmed, edited and aired in a manner to be determined by NESN and, during this round, the films created by the remaining teams may air on NESN. The judges will then select up to 6 teams to continue as semi-finalists in the competition.
  • February 2015: An internal NESN panel will then select up to 3 of the remaining teams to continue in the competition based on the quality of the submissions, the number of submissions and the criteria listed below. The interviews with the teams and the deliberations and the announcement of the finalists will be filmed, edited and aired in a manner to be determined by NESN.
  • March or April 2015: The finalists will submit revised versions of their films, which will be aired on NESN. The finalists will then appear before the judges who will give their critiques of the films and deliberate. The judges will then select a single winner based on the quality of the submissions and the criteria listed below. The interviews with the remaining teams, deliberations and the announcement of the winner will be filmed, edited and aired in a manner to be determined by NESN.

In selecting the entries to broadcast, the semi-finalists, and the winner, NESN, its employees, and judges will consider a number of factors, including (but not limited to) storytelling, production value, writing, editing, camerawork, and audience impact.

During the entire pitch, evaluation and selection process, any decision by NESN and the judges engaged by NESN are final and not subject to an appeal or otherwise challengeable.

Eligibility

No purchase is necessary to compete in the Contest; if, however, entrants choose to incur costs in producing the video, these costs must not exceed $5,000 for the initial submission and $3,000 for any changes following NESN’s feedback. Entrants are solely responsible for any of the costs they do incur in making the film. Entrants spending more than permitted are not eligible for the Contest. Incurring expenses in producing your film will not necessarily improve your chances of winning. This Contest is void where prohibited by law.

To participate in the Contest, you must be an undergraduate student enrolled at a New England college or university, and you must also be 18 years or older and be a legal resident and citizen of the United States (excluding its territories). If you are a graduate student, you are not eligible. Please note that to be eligible, you and your teammates must be available to receive on-camera feedback, re-edit your film, and receive additional on-camera feedback in early 2015 as described above, or at other times as NESN may require. If you cannot make yourself available when required by NESN, you are not eligible to participate in the Contest.

You are encouraged to work in teams to produce the entry, but you are not required to do so. You may not have more than five persons on your team. While you may seek advice from a third party in the process of producing your film, you may only have one advisor providing you guidance and feedback. The advisor must be affiliated with a college or university and cannot earn a majority of his or her income from working in the media industry. Advisors must also be available to appear on NESN at such times as NESN may require in connection with the Contest and its promotion, and must grant NESN permission to use their name and likeness in connection with the Contest and its promotion.

The Contest is not open to any NESN officer, director, or employee, nor an immediate family member of such individuals. Entries that have been submitted to other Contests or previously disseminated are not eligible for consideration.

How to Participate

Entries may be submitted by individual authors or as a joint work among several individuals. Whether an individual or joint work, by no later than October 1, 2014, entrants must send an email (studentfilm@nesn.com) to NESN containing the full names, ages, phone numbers, mailing and email addresses and school name for all individuals involved in producing the film. This email should have the subject line “Intent to Participate.” At any time after informing NESN of their intent to participate, entrants may begin production on their entries.

By no later than October 1, 2014, entrants must submit a treatment and budget for their entries, outlining the nature of their films and the cost of production, filming, and editing. Once entries are completed and beginning October 1, 2014, entrants may upload their entries via NESN’s website available at http://nesn.com/nesnsnextproducer. All entries must be received by no later than midnight EST on December 31, 2014. No submission received after this deadline will be considered.

In your entry, you must include a list of the persons filling the following roles: producer, director, director of photography, editor, or writer. For each position, entrants must provide their full names, ages, phone numbers, mailing and email addresses. NESN understands that some or all positions may be filled by the same person. Any individuals not listed along with the final entry are not eligible to compete further in the Contest. All persons involved in the creation of the entry must sign and submit this Agreement at the time of submission of the completed film or the entry will not be considered.

Submission Requirements

Entrants are limited to a single entry in the Contest. Each entry must be an original work created by you. You must own the intellectual property rights in your submission, including any audio and visual recordings contained within it. If the entry contains any intellectual property that is not owned by you, including for example songs, photographs, or video footage, it is the sole responsibility of the entrant to obtain the necessary permissions to include that material prior to submission to NESN.

NESN has the necessary rights for entrants to use excerpted footage from NESN telecasts of Red Sox and Bruins’ games, which you are free to use in your submission, in whole or in part. To the extent entrants use any other footage, however, it is again the entrant’s sole responsibility to obtain permission from the rights holder.

In addition, your entry must not (1) violate a third party’s intellectual property rights; (2) create an actionable legal claim, whether defamation, invasion of privacy, eavesdropping, or any other type of claim; (3) depict third parties unless the entrant has all necessary permissions to do so; (4) contain expletives, offensive language, expressions of bigotry, or language or depictions which are denigrating or disparaging; (5) contain nudity or obscenity; (6) encourage or advocate for the commission of illegal acts; (7) be an advertisement; (8) misrepresent or falsify anyone’s identities; (9) be recorded without the permission of the person being recorded, or the property owner if such permission is required by law; or (10) depict scenes placing individuals in the film in any potentially dangerous production situations that put you or anyone else at risk. If any person depicted is under the age of 18, it is the sole responsibility of the entrant to obtain permission from a parent or guardian.

Entries which violate, or which appear to violate any of these requirements are not eligible for consideration. NESN reserves the right to disqualify any entry that it believes in its sole discretion infringes upon or violates the rights of any third party, otherwise does not comply with this Agreement, or violates U.S. or applicable state or local law.

Upon request, you agree to provide any documentation requested by NESN to demonstrate that you have complied with all of these submission requirements.

The Prize

Subject to the terms of this Agreement, NESN will award to a single winning entry, whether submitted by an individual or joint authors, a prize of twenty thousand dollars ($20,000). The name of the winner will be broadcast by NESN on or about March 2015.

The distribution of the prize is subject to the requirement that the winner or winning joint authors each provide all documentation requested by NESN in order for NESN to comply with all applicable tax laws and withholding requirements. The distribution of the prize is also subject to the winner or winning joint authors each executing affidavits on a form provided by NESN, which will require that they affirm they are eligible for the Contest and have fully complied with the Agreement.

The winner or winning joint authors will be required to verify their identities with proper and legal picture identification within 30 days of notification of winning the prize. Upon proper verification, the prize will be awarded by check, subject to the other terms of this Agreement. In the event the winning entry is produced by joint authors, a single $20,000 prize will be evenly distributed among all those who produced the winning entry and whose names were included on the original submission. Income and other taxes, if any, are the sole responsibility of the winner or winning joint authors.

Warranties You Are Making to NESN

By submitting an entry and signing this Agreement, you hereby specifically represent and warrant the following: (1) you have the rights and authority necessary to grant to NESN the licenses described in this Agreement; (2) your submission does not violate any third party’s intellectual property rights and does not constitute content on which a legal claim may be made whether by defamation, invasion of privacy, obscenity, eavesdropping, or otherwise; (3) all third parties depicted in, contributing to, or represented in the submission have granted all necessary permissions; (4) you have obtained all necessary permissions to film at the locations filmed at; and (5) you have not falsely identified any person in your submission.

Rights You Are Granting to NESN

You will retain the ownership of your submission, including the intellectual property rights. By submitting an entry, you are granting to NESN and its partners, sponsors, affiliates, subsidiaries, licensees and assigns, an irrevocable, perpetual, non-exclusive, and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of the submitted work or other information in any and all media, whether now known or hereinafter created, throughout the world in any manner or method and for any purpose. Without limiting the generality of the foregoing and by way of example only, the rights granted to NESN include, but are in no way limited to, the rights to alter, compress, edit, feature, caption, affix logos to and to otherwise disseminate or make use of the submitted work in any way that NESN sees fit in its discretion, including by posting on its website.

By submitting an entry, you are also granting to NESN and its partners, sponsors, affiliates, subsidiaries, licensees and assigns an irrevocable, perpetual, non-exclusive, and royalty-free right to use your name, likeness, voice, and any other personal characteristics on or in connection with the Contest and any advertising, goods, services, or products produced and distributed in connection with the Contest, and such rights may be exploited by NESN in any and all media, whether now known or hereinafter created, throughout the world and in perpetuity.

By submitting an entry, you acknowledge that NESN has the right to enter into a sponsorship agreement related to the use of the entry and/or the Contest, and, therefore, you grant to NESN, its affiliates, subsidiaries, licensees and assigns an irrevocable, perpetual, non-exclusive, and royalty-free right to affix logos and other trademarks to the entry, and to exploit the entry in connection with the service and any advertising, goods, services, or products produced and distributed in connection with the service, in their sole discretion, and that such rights may be exploited by NESN, its affiliates, subsidiaries, licensees, and assigns throughout the world by means of any medium now known or hereafter invented or discovered.

Notwithstanding the above, the perpetual licenses that you are granting to NESN in this section are exclusive to NESN for the first 180 days following the announcement of the winner of the Contest, if your entry is chosen as the winning entry.

No Obligation to Use Any Submission

NESN assumes no obligation to disseminate, disclose, edit, publish, review, revise, score, or otherwise make any use whatsoever of any submission it receives from you. Entrants agree that NESN shall have no obligation to post, display or otherwise make publicly available any work submitted by the entrant. NESN undertakes no obligation to acknowledge receipt of or return any entries.

For any reason and at any time, NESN reserves the right not to award any Contest prize, to modify the Contest in any way it sees fit, or to suspend the Contest temporarily or permanently in NESN’s sole discretion.

Indemnification

YOU ALSO AGREE TO INDEMNIFY NESN, ITS AFFILIATES, LICENSEES, AND ASSIGNS, AND THEIR RESPECTIVE SUBSIDIARIES AND AGENTS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR ANY OTHER PARTIES ENGAGED BY NESN IN RELATION WITH THE CONTEST, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND LOSSES INCURRED IN CONNECTION WITH ANY THIRD PARTY CLAIM RELATING TO THIS AGREEMENT IN ANY WAY, OR OTHERWISE RESULTING FROM YOUR CONTEST ENTRY, THE PRODUCTION OR SUBMISSION OF YOUR ENTRY, OR NESN’S USE OF YOUR ENTRY.

Limitation of Liability and Release

BY SUBMITTING AN ENTRY, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE DECISIONS OF NESN WHICH SHALL BE FINAL. NESN, ITS AFFILIATES, LICENSEES, AND ASSIGNS, AND THEIR RESPECTIVE SUBSIDIARIES AND AGENTS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR ANY OTHER PARTIES ENGAGED BY NESN, ARE NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR: (I) LATE, LOST, DELAYED, DAMAGED, MISDIRECTED, INCOMPLETE, ILLEGIBLE, OR UNINTELLIGIBLE ENTRIES; (II) TELEPHONE, ELECTRONIC, HARDWARE, OR SOFTWARE PROGRAM, NETWORK, INTERNET, OR COMPUTER MALFUNCTIONS, FAILURES, OR DIFFICULTIES; (III) ERRORS IN TRANSMISSION; (IV) ANY CONDITION CAUSED BY EVENTS BEYOND THE CONTROL OF NESN THAT MAY CAUSE THE CONTEST TO BE DISRUPTED OR CORRUPTED; (V) ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND CAUSED BY A PRIZE OR RESULTING FROM ACCEPTANCE, POSSESSION, OR USE OF A PRIZE, OR FROM PARTICIPATION IN THE CONTEST OR PRODUCTION OF CONTENT; OR (VI) ANY PRINTING OR TYPOGRAPHICAL ERRORS IN ANY MATERIALS ASSOCIATED WITH THE CONTEST.

BY ASSENTING TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU ASSUME ANY RISK RELATING TO YOUR PRODUCTION AND SUBMISSION OF CONTENT, OR NESN’S USE OF THAT CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NESN, ITS AFFILIATES, LICENSEES, AND ASSIGNS, AND THEIR RESPECTIVE SUBSIDIARIES AND AGENTS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR ANY OTHER PARTIES ENGAGED BY NESN IN CONNECTION WITH THE CONTEST, HEREBY EXPRESSLY DISCLAIM: ANY WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT OR OTHERWISE RESULTING FROM YOUR PRODUCTION AND SUBMISSION OF CONTENT, OR NESN’S USE OF THAT CONTENT; AND/OR ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE NESN, ITS AFFILIATES, LICENSEES, AND ASSIGNS, AND THEIR RESPECTIVE SUBSIDIARIES AND AGENTS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR ANY OTHER PARTIES ENGAGED BY NESN IN RELATION WITH THE CONTEST, FROM ANY CLAIMS OR DAMAGES YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR OTHERWISE RESULTING FROM YOUR PRODUCTION AND SUBMISSION OF CONTENT, OR NESN’S USE OF THAT CONTENT.

Additional Terms

Nothing in this Agreement shall be construed to make the parties, including their affiliates, subsidiaries, licensees or assigns, partners, joint venturers, representatives or agents of each other, nor will either party so represent to any third person. The parties are acting in performance of this Agreement as independent parties.

Any claims arising out of or relating in any way to this Agreement, your submission or creation of an entry, or NESN’s use of that entry, shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to its principles of conflicts of law.

Any claims arising out of or relating in any way to this Agreement, your submission or creation of an entry, or NESN’s use of that entry shall be brought only in the state or federal courts of Massachusetts, and you hereby consent to the jurisdiction of those courts.

If any provision of this Agreement is held unenforceable, you agree that such provision shall be modified to the minimum extent necessary to render it enforceable. To the extent the provision cannot be rendered enforceable, you further agree that the remainder of the Agreement shall remain in force.

ACKNOWLEDGED AND AGREED:

Signed: ___________________________________

Print name: ________________________________