The “Gracie”/U.S. Youth Soccer Sweepstakes

The “Gracie”/U.S. Youth Soccer Sweepstakes
OFFICIAL RULES

NO PURCHASE NECESSARY

PROMOTION DESCRIPTION: The “Gracie”/U.S. Youth Soccer Sweepstakes (the “Sweepstakes”) begins on May 7, 2007 at 12:01 a.m. Eastern Time (“ET”) and ends on July 31, 2007 at 11:59 p.m. ET (the “Promotion Period”). The Website’s (as defined below) database clock will be the official time keeper for this Sweepstakes. At the end of the Promotion Period, a random drawing will be conducted to select one (1) Grand Prize winner and one (1) First Prize winner from among all eligible entries received, as more fully set forth below. Entry in the Sweepstakes does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Sweepstakes, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Picturehouse Films, 597 Fifth Avenue, 4th Floor, New York, New York 10017 (“Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY: Only legal residents of the fifty (50) United States and the District of Columbia who are thirteen (13) years of age or older and who are registered as members of U.S. Youth Soccer by the time of entry are eligible to enter. Children should get their parent’s or legal guardian’s permission to enter. Officers, directors, and employees of Sponsor and its parent, subsidiary and affiliated companies are ineligible to enter the Sweepstakes or win a prize.

HOW TO ENTER: To enter, visit the web site www.graciemovie.com/usyouthsoccer (the “Website”), read these Official Rules, confirm you are a registered U.S. Youth Soccer member (if you are not a registered member, follow the instructions provided to become a registered member), complete the entry form with the information requested (including your U.S. Youth Soccer member number), and click “Submit Entry.” All requested information on the entry form at the Website must be completed to enter and to be eligible to win. Incomplete entries will be disqualified. Proof of entering information at the Website is not considered proof of delivery to or receipt by Sponsor of such entry. Personal information collected in connection with this Sweepstakes will be used in accordance with Sponsor’s privacy policy which can be found at http://www.picturehouse.com/privacy/.

NOTE: Internet entry must be made by the entrant, only at the Website. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including but not limited to commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device to automate the entry process is prohibited and entries deemed by Sponsor, in its sole discretion, to have been submitted in this manner will be void. All entries must be received by the end of the Promotion Period in order to participate.

Limit one (1) entry per person and/or household and/or e-mail address.

WINNER SELECTION AND NOTIFICATION: At the end of the Promotion Period, the winners will be randomly selected in a drawing from all eligible entries received throughout the Promotion Period. The drawing will be conducted by Sponsor or its designee, using randomization methods selected by Sponsor within its sole discretion. The potential winners will be notified by telephone and/or mail and/or email using the contact information provided at the time of entry. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by a potential winner for any reason. Time is of the essence in awarding the prizes. Accordingly, if, despite reasonable efforts, a potential winner does not respond within forty-eight (48) hours of the first notification attempt, or if the prize or prize notification is returned as unclaimed or undeliverable to such potential winner, such potential winner will forfeit his or her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified and an alternate winner may be selected. Sponsor will successively attempt to contact up to three (3) potential winners in accordance with such procedure, and if there is still no confirmed winner after such attempts have been made, the applicable prize may go unawarded.

PRIZES/ODDS: One (1) Grand Prize is available. The Grand Prize consists of a three (3) day/two (2) night vacation for the Grand Prize winner and one (1) travel companion to Los Angeles, California to attend one (1) soccer match featuring the U.S. Women’s National Team before the team departs for the FIFA Women’s World Cup in China in September 2007, as well as Three Thousand Dollars ($3,000) in cash for the Grand Prize Winner. The Grand Prize includes round-trip coach-class airfare, two (2) nights’ hotel accommodations (one [1] room, double occupancy), one (1) rental car while in Los Angeles, California, and One Thousand Dollars ($1,000) cash for incidentals (approximate retail value [“ARV”] of the Grand Prize is Five Thousand Four Hundred Sixty Dollars [$5,460]). The Grand Prize winner will have the option to purchase two (2) tickets to a soccer match featuring the U.S. Women’s National Team from Sponsor at face value, using the spending money included in the Grand Prize. The Grand Prize winner’s travel companion must be eighteen (18) years of age or older, or if such travel companion is not of legal age of majority in his or her state of residence (a “minor”), the Grand Prize winner must be such minor’s parent or legal guardian. The Grand Prize winner and his or her travel companion must travel together on the same itinerary and possess all required travel documents, including visas and valid passports, if and as applicable. Airfare may not include government taxes, Passenger Facility Charge or September 11th Security Fee. Airline tickets are non-refundable/non-transferable and are not valid for upgrades and/or frequent flyer miles. Other travel restrictions may apply. Changes are not permitted after ticket issue. All airline tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes. ARV for travel prizes may vary depending upon points of departure and destination and fare fluctuations. Sponsor reserves the right to structure travel route and select hotels in its sole discretion. If the closest airport to Grand Prize winner’s home is in close enough proximity to Los Angeles, California so that, as Sponsor may determine in its sole discretion, a flight is unnecessary, the Grand Prize will not include air transportation from Grand Prize winner’s residence to the Los Angeles, California, and no other substitution or compensation will be provided in lieu thereof. The ARV for travel prizes is an estimate made before the Sweepstakes begins. The Grand Prize winner will not receive cash or any other form of compensation if Grand Prize Winner’s actual travel costs are less than the estimate made in these Official Rules. The round trip air transportation element for any travel prize begins and ends at the point of departure. The Grand Prize winner and his or her travel companions must attend the same event. Event tickets are non-transferable and will be deemed void if sold, transferred, auctioned or assigned to any third person. Event tickets are subject to all terms and conditions generally applicable thereto. In the event the Grand Prize winner and/or his or her travel companion engage in behavior that (as determined by Sponsor in Sponsor’s sole discretion) is obnoxious or threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to terminate the trip or other applicable experience early, in whole or in part, and send the Grand Prize winner and/or his or her travel companion home with no further compensation. The rental car listed in the Grand Prize description will be provided only if the Grand Prize winner or the Grand Prize winner’s travel companion qualifies under the rental car provider’s terms and conditions; otherwise, the rental car shall not be included in the Grand Prize description and the Grand Prize winner shall receive no further compensation in lieu thereof. In the event that the soccer match listed in the Grand Prize description does not or cannot take place as scheduled or at all, for reasons included but not limited to scheduling conflicts, cancellations, postponement, an event of “Force Majeure” (defined below), or for any other reason, then in lieu of attending the soccer match, Grand Prize winner will receive One Hundred Dollars ($100), and such amount plus the remaining components, if any, of the Grand Prize shall constitute full satisfaction of Sponsor’s prize obligation to the Grand Prize winner, and no other or additional compensation will be awarded. Excepting the preceding sentence, no cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if a prize listed is unavailable for any reason. The cash portion of the Grand Prize consists of Three Thousand Dollars ($3,000) cash. The cash portion of the Grand Prize is non-assignable. No interest on cash prizes. Applicable portions of the Grand Prize will be delivered only to an address in the United States.

One (1) First Prize is available. The First Prize consists of One Thousand Dollars ($1,000) worth of Adidas gear provided by U.S. Youth Soccer and Four Thousand Dollars ($4,000) in cash. The ARV of the First Prize is Five Thousand ($5,000). No interest will be paid on the cash portion of the First Prize. The cash portion of the First Prize is non-assignable. No cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if a prize listed above is unavailable for any reason. The First Prize will be delivered only to an address in the United States.

Total ARV of all prizes is Ten Thousand Four Hundred Sixty Dollars ($10,460). Odds of winning depend on the number of eligible entries received.

GENERAL PRIZE CONDITIONS: A prize will be awarded only if the potential winner fully complies with these Official Rules. Except as expressly noted, all portions of the prizes are non-assignable and non-transferable. All details and other restrictions of the prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. The winners shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the applicable prize. The potential winners will each be required to execute an Affidavit of Eligibility, a Liability Release, and (where legal) a Publicity Release (collectively, “Prize Claim Documents”). If a winner is a minor, at Sponsor’s option, the prize either will be awarded in the name of the parent or legal guardian of the minor winner, or the parent or legal guardian of the minor winner will be required to ratify and sign the Prize Claim Documents. If any potential winner (or such winner’s parent or legal guardian) fails or refuses to sign and return all Prize Claim Documents within five (5) days of prize notification, the winner may be disqualified and an alternate winner may be selected. The Grand Prize winner’s travel companion must sign an Affidavit of Eligibility and a Liability Release prior to any travel documents being released. The Grand Prize must be redeemed and, if applicable, all travel completed by September 8, 2007.

Sponsor makes no warranties, and hereby disclaims any and all warranties, express or implied, concerning any prize furnished by third parties in connection with the Sweepstakes. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZES ARE 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 NON-INFRINGEMENT.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: Acceptance of a prize constitutes winner’s permission for Sponsor to use winner’s name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter developed, in perpetuity, without further compensation. Entrants (or if minors, their parents or legal guardians) agree that the officers, directors, and employees of Sponsor, U.S. Youth Soccer and each of their parent, subsidiary and affiliated companies (collectively, the “Promotion Entities”) (A) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Sweepstakes or any Sweepstakes-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize, and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant’s or any other person’s computer system which is occasioned by entrant’s participation in the Sweepstakes, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Sweepstakes or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Sweepstakes, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. No mechanically reproduced, illegible, incomplete, forged, software generated or other automated multiple entries will be accepted. In the event a dispute as to the identity of the entrant that cannot be resolved to Sponsor’s satisfaction, the entry will be deemed ineligible. Sponsor reserves the right to modify, extend, suspend, or terminate the Sweepstakes if it determines, in its sole discretion, that the Sweepstakes is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor’s control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Sweepstakes as contemplated herein. In the event Sponsor is prevented from awarding prizes or continuing with the Sweepstakes as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend or terminate the Sweepstakes. If the Sweepstakes is terminated before the designated end date, Sponsor will (if possible) select winners in a random drawing from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. Only the type and quantity of prizes described in these Official Rules will be awarded. If, for any reason, more bona fide winners come forward seeking to claim prizes in excess of the number of each type of prize set forth in these Official Rules, the winners, or remaining winners, as the case may be, of the advertised number of prizes available in the prize category in question may be selected in a random drawing from among all persons making purportedly valid claims for such prize(s). Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

GOVERNING LAW/JURISDICTION: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR SPONSOR IN CONNECTION WITH THE SWEEPSTAKES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS.

ARBITRATION PROVISION. By participating in this Sweepstakes, each entrant agrees that any and all disputes the entrant may have with, or claims entrant may have against, the Promotion Entities relating to, arising out of or connected in any way with (i) the Sweepstakes, (ii) the awarding or redemption of any prize, and/or (iii) the determination of the scope or applicability of this agreement to arbitrate, will be resolved individually and exclusively by final and binding arbitration administered by the National Arbitration Forum (the “Forum”) and conducted before a sole arbitrator pursuant to the Code of Procedure established by the Forum. The arbitration shall be held at a location determined by the Forum pursuant to the Code of Procedure, or at such other location as may be mutually agreed by the participant and Sponsor. The arbitrator’s decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable participant may have entered into in connection with the Sweepstakes. There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the participant’s and/or Sponsor’s individual claims and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator shall not have the power to award punitive damages against the participant or Sponsor. For more information on the Forum and/or the Forum’s Code of Procedure, please visit their website at www.arb-forum.com or contact them at National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 55405, (877) 655-7755. If any part of this Arbitration Provision is deemed to be invalid or otherwise unenforceable or illegal, the balance of this Arbitration Provision shall remain in effect and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein.

WINNERS’ LIST/OFFICIAL RULES: To obtain a copy of any legally-required winner’s list, send a self-addressed stamped envelope to: The “Gracie”/U.S. Youth Soccer Sweepstakes Winners’ List, 597 Fifth Avenue, 4th Floor, New York, New York 10017. These Official Rules are available on the Website.