The 'New Deal' for Small Business – Sponsored by VerticalResponse

OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.

1. SPONSOR
The VerticalResponse Contest (the "Contest") is sponsored by VerticalResponse, Inc. (“VerticalResponse” or the "Sponsor"), with its principal office at 501 2nd Street, Suite 700, San Francisco, California, 94107, U.S.A. The Contest begins on February 8, 2010 at 12:01 a.m. Pacific Standard Time (“PST”) and ends on April 9, 2010 at midnight PST (the "Contest Period"). This Contest is a skill-based contest and chance plays no part in the determination of the winner(s). These Official Rules form a binding legal agreement between you and Sponsor. You will also be asked to review and agree to abide by these Official Rules as well as agree to certain stipulations. You must follow all instructions and submit your entries in order to be considered in the Contest.

2. ELIGIBILITY - VOID WHERE PROHIBITED
This Contest is open to any United States small business owner who is at least eighteen (18) years old as of February 8, 2010 (“small business” will be as defined by the U.S. Small Business Administration). No purchase is necessary, and you do not need to be a customer or user of the products or services of VerticalResponse. Employees of VerticalResponse, its affiliates, advertising and promotion agencies, contractors, printers and suppliers of promotional materials, and the immediate family members (parents, children, step-parents, step-children, siblings, step-siblings or spouses) and household members (whether or not related) of each are not eligible to enter. The Contest is not open to residents of Cuba, Iran, Iraq, Syria, North Korea, Sudan, Myanmar (Burma), and Quebec, 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. Residents of Florida and New York are not eligible to enter.

This Contest is governed under the laws of the State of California, USA. Except where prohibited, in the event that any dispute arises regarding the meaning or interpretation of these Official Rules and/or this Contest, each participant agrees that the dispute shall be resolved by applying the laws of the State of California and that it shall be resolved within and by the federal or state courts located in San Francisco County, California, USA. Each participant consents to the jurisdiction of such courts.

3. HOW TO ENTER. NO PURCHASE NECESSARY.
You can enter the Contest by sending VerticalResponse a link to a video that was posted on YouTube about their business via email, Twitter or Facebook (“Video Entry”). The Video Entry needs to provide information in response to the following three questions:

1. What does your small business do?
2. What drives you as a small business owner or small business employee to do the work of the small businesses?
3. What will the small business do with the money if it wins the Contest?

There is a 5-minute maximum for the video length. All nominations of a Video Entry must be received by Sponsor at its office by 12:01 a.m. PST on March 19, 2010. After a link or video is received it will be reviewed by the VerticalResponse marketing department (“Marketing Panel”) who will pick the top 10 Video Entries. The entries will be reviewed in the order in which they were received by Sponsor. The Marketing Panel will have the discretion to consider a range of criteria, which may include the following: (a) the manner in which the video answers the above three questions, (b) the production quality of the video, and (c) the creativity and marketing potential of the video. The top 10 Video Entries selected will then be hosted on a VerticalResponse site from March 22, 2010 through April 9, 2010. Anyone will be able to view this site and have the opportunity to vote for their favorite Video Entry. Only one vote per person shall be allowed and all votes must be received by 11:59 pm PST on April 9, 2010.

IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE VIDEO PHASE OF THE CONTEST, BY SUBMITTING YOUR VIDEO ENTRY, YOU REPRESENT AND WARRANT TO SPONSOR THAT YOUR SUBMITTED VIDEO ENTRY:

• Does not contain content that is in violation of or infringes any intellectual property rights of any third party (including, but not limited to, copyrights, trademarks, trade names, logos, and rights of publicity), except for certain intellectual property of a Sponsor;
• Does not contain content to which you do not own all right, title and interest (or have a legal right to use). Any elements appearing in a video, including, without limitation, stills, clip art, supers, music (lyrics and/or melody) or other materials must be your own original work, created and performed by you, or be in the public domain. To add music to a Video Entry, you must only use original or royalty-free music or music that is in the public domain;
• Has not been entered in any previous contest, or has not won any previous award;
• Has not been published or distributed previously in any media (including, without limitation, on the Internet);
• Does not contain any claim that is not and cannot be substantiated or that would be false and/or misleading to a reasonable consumer;
• Does not in any other way violate applicable laws and regulations or network standards; and
• Does not contain any commercial content that promotes any product, service or other objective other than those of the contestant.

SPONSOR RESERVES THE RIGHT TO REJECT ANY VIDEO ENTRY THAT IT DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, (A) CONTAINS UNSUITABLE OR OFFENSIVE CONTENT, INCLUDING, WITHOUT LIMITATION, NUDITY, SEXUALLY EXPLICIT, DISPARAGING, LIBELOUS OR OTHER INAPPROPRIATE CONTENT, OR (B) VIOLATES ANY OF THE REQUIREMENTS OF THESE OFFICIAL RULES. IF THE VIDEO ENTRY WAS TAKEN BY A PROFESSIONAL VIDEOGRAPHER OR ANYONE OTHER THAN SMALL BUSINESS CONTESTANT, SMALL BUSINESS CONTESTANT MUST DEMONSTRATE THAT THE VIDEOGRAPHER HAS GRANTED SMALL BUSINESS CONTESTANT THE RIGHT TO PUBLISH, REPRODUCE AND OTHERWISE DISPLAY THE VIDEO ENTRY BY PROVIDING A RELEASE SIGNED BY SUCH VIDEOGRAPHER OR OTHER PERSON.

Each Video Entry must also comply with all of the small business contestant’s representations and warranties contained in these Official Rules. No Video Entries will be returned.

Each small business contestant represents and warrants that he or she has received consent from every other person who appears in or is heard in that Member’s Video Entry (each, a “Video Participant”) for such Video Participant’s inclusion in that Video Entry, and acknowledges that to be eligible to be selected as a winner of the Contest, he or she may be required to provide proof of each Video Participant’s consent.

Limit one entry per person for each e-mail address or physical address. Your entry may be disqualified, at the sole discretion of Sponsor, if you attempt to enter the Contest through means other than by online submission as described above, if you tamper with the entry process, if you disrupt the Contest, if you vote more than once or engage in a scheme to do so, or if you circumvent or breach the terms and conditions of these Official Rules. If any of the above occurs, Sponsor has the right to remedy any such action, disruption, or circumvention in a manner to be solely determined by Sponsor. Illegible or incomplete entries will be disqualified.

4. WINNER & PRIZES:

Prize Winners will be notified by email by April 12, 2010 at the email address indicated at the time of entry.

The total approximate retail value of all prizes awarded under the Contest is $10,000 USD. No prize substitution is allowed. Limit one prize per Contest entrant. Odds are dependent on the number of entries. The prize expires within a month’s period if not claimed by the contest winner before then. The prize will be awarded in the form of a check written from the Sponsor to the winning small businesses. The employees of any business will not be considered a winner or recipient of a check.

5. SELECTION OF WINNERS
One (1) winner will be selected for the grand prize of $5,000 based on the greatest number of votes cast for a Video Entry. Two (2) other winners will also be selected based on the next greatest number of votes cast, and each of the second place winners will receive $2,500. All prizes are non-transferable and non-assignable. Each winner will be required to sign and return affidavits of compliance and eligibility, a liability release, and where lawful, a publicity release and agree to do a testimonial or case study within 14 days of notification, or the winner's prize may be forfeited and awarded to an alternate winner. Conditions of entry also include the small business giving the Sponsor the right to publicize their winner’s small business logo, the Video Entry, a photograph of the small business employees and the right to conduct a follow-up conversation with them in 3 to 6 months to enable the Sponsor to report back to the Sponsor’s customers and/or media describing how VerticalResponse helped the small business. Sponsor may require a winner to provide proof that he or she is the authorized owner of a small business. Small Business is defined by the U.S. Small Business Administration.

6. CONDITIONS
The Contest is governed by these Official Rules. By participating, entrants agree to these Official Rules, and understand that the Contest results are final in all respects. All Video Entries submitted become the property of Sponsor and will not be returned. Sponsor reserves the right to verify all Video Entries submitted. All local, state, provincial and federal laws apply. Winners are solely responsible for any taxes associated with acceptance of and/or use of a prize, including all local, state, provincial and federal taxes. The winners consent to Sponsor's use of his, her or its name, likeness or voice for any advertising or promotional purpose without further consent or compensation, except where prohibited by law. Please see Sponsor’s privacy policy at www.verticalresponse.com for details of our policy regarding the personal information collected in connection with this Contest.

Sponsor and its affiliates, subsidiaries, divisions, agents, contractors and resellers, and the employees, shareholders, officers and directors of each are not responsible for:

1. Lost, late, delayed, misdirected, unintelligible, or incomplete entries;
2. Telephone, electronic, hardware or software program, network, Internet, or computer malfunctions, failures, or difficulties;
3. Errors in transmission;
4. Any printing or technical error which may occur in processing, printing, or distribution of the Contest materials; or
5. Any condition caused by events beyond the control of Sponsor and their respective agents and contractors which may cause the Contest to be disrupted or corrupted.

BY PARTICIPATING IN THE CONTEST, YOU AGREE TO RELEASE AND HOLD SPONSOR, AND ITS AFFILIATES, SUBSIDIARIES, AGENTS, CONTRACTORS AND RESELLERS, AND THE EMPLOYEES, SHAREHOLDERS, OFFICERS AND DIRECTORS OF EACH HARMLESS FROM ANY AND ALL LOSSES, DAMAGES, RIGHTS, CLAIMS, AND ACTIONS OF ANY KIND IN CONNECTION WITH THE CONTEST OR RESULTING FROM ACCEPTANCE, POSSESSION, OR USE OF ANY PRIZE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURIES, PROPERTY DAMAGE, INVASION OF PRIVACY, AND MERCHANDISE DELIVERY.

The Contest may be terminated by Sponsor at any time without prior notice; provided, however, the prizes will still be awarded.

7. TO FIND OUT WHO WON
To find out who won the Contest, send your request by email to jjantsch@verticalresponse.com after the specified Contest dates above.