NBC.com

“HEROES” MUSIC MASH-UP CONTEST
Official Rules

VOID WHERE PROHIBITED OR RESTRICTED BY LAW. NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. The “Heroes” Music Mash-Up Contest (“Contest”) begins at 6:00 pm ET on May 21, 2007 and ends at 3:00 pm ET on July 18, 2007 (“Contest Period”). This Contest is sponsored by NBC Universal, Inc. (“Sponsor”).

1. ELIGIBILITY: Contest is open only to legal U.S. residents physically residing in the fifty (50) United States and DC (residents of Guam and Puerto Rico are excluded from entry and participation) who are 18 years of age or older and have reached the age of majority in their state of residence as of the start of the Contest Period. Employees of Sponsor and its parent, subsidiary, affiliated and joint venture companies, advertising and promotion agencies, and any other entity involved in the development or administration of this Contest, as well as members of such employees’ immediate families and households (including children, spouses and siblings and/or other people living in the same households as such persons, whether related or not), are not eligible to participate. By participating, entrants agree to be bound by these Official Rules and the decisions of Sponsor and its representatives, which are binding and final on all matters relating to this Contest.

2. HOW TO ENTER: Beginning at 6:00 pm ET on May 21, 2007, 1) log on to www.nbc.com/Heroes/ (the “Site”) and click on the “Heroes” Music Mash-Up Contest banner/link, 2) register and complete the Official Entry form in its entirety (including participant’s name, daytime telephone number, address, city, state, zip code, age and email address), 3) follow the posted instructions and the Terms of Submission below (and, at your option, use the audio, video, artwork, and any other “Tools” (see below) specifically provided for your use by Sponsor on the Site) to create a “Heroes” (the “Show”) music “mash-up” (your “Music Mash-Up”) in accordance with the posted requirements and these Official Rules, and 4) submit your Mash-Up following the posted instructions and clicking on the “Submit” button. Normal time, toll, connection and usage rates, if any, charged by your Internet service provider will apply. For any participant’s entry to be valid and in order for their Music Mash-Up to be considered, participant must acknowledge reading, accepting, and agreeing to the terms and conditions set forth in these Official Rules. Your Music Mash-Up that you submit in connection with your entry (collectively “Submission”) must (with the sole exception of your use of any Tools provided by Sponsor) be original, truthful and unpublished. See below for complete Terms of Submission. LIMIT ONE ENTRY PER PERSON. Entries generated by script, macro or other automated means are void. All entries become the property of Sponsor and will not be acknowledged or returned. Please note that this is not an application for employment.

3. TOOLS: Sponsor may make available to you certain content, which may include audio (including, without limitation, music), video, artwork, instructions, and/or other content or materials (of any kind) (collectively, the "Tools") for use by you solely for the purpose of creating a Submission and for use and exhibition by Sponsor only. You may not use the Tools, either as part of your Submission or otherwise, in any other manner or for any other purpose and your creation of a Submission containing Tools does not grant you any rights to use the Submission other than for the purpose of submitting it to Sponsor in connection with entering the Contest. Without in any way limiting the foregoing, you acknowledge and agree that any audio (including, without limitation, any music), video, artwork, instructions, and/or any other content or materials of any kind included as part of the Tools are owned by Sponsor and are provided to you solely for the purpose of inclusion in your Submission and only for use and exhibition by Sponsor in accordance with this Agreement, and you shall acquire no copyright or other ownership of these Tools (or any part or element thereof) as the result of the incorporation of them into your Submission. Your violation of any of these provisions or your unauthorized or improper use of any of the Tools, and your use of the Tools and/or the Submission for any other purpose shall entitle Sponsor to pursue all legal and equitable rights and remedies, including, without limitation, an action for copyright infringement as well injunctive relief and damages.

4. TERMS OF SUBMISSION: By entering, you represent and warrant that (i) your entire Submission is an original work by you and you have not copied or used (except as provided to you by Sponsor in the Tools) other works, third-party content, or other pre-existing elements (such as any audio, video, artwork, writing, graphics, or logos) in your Submission; (ii) no person, other than you and/or Sponsor has any right, title, or interest in any part of your Submission; (iii) your Submission, the use thereof by Sponsor, or the exercise by Sponsor of any rights granted by you pursuant to these Official Rules and your entry, does not and will not infringe or violate any rights of any third party or entity, including, without limitation, copyright and trademark, defamation, privacy and publicity, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or any contractual rights; (iv) you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to Sponsor pursuant to these Official Rules and necessary to submit your entry in accordance with these Rules, (v) you have obtained written permission when filming any part of the Submission on private property not owned or controlled by you, where such permission is required; (vi) if your Submission depicts a person or persons under the age of 18, you are the minor(s)’ parent or legal guardian; and (vii) you are a legal U.S. resident physically residing in the fifty (50) United States and are over the age of 18 and are the age of majority in your state of residence as of the time of your Submission.

You represent and warrant that all persons who were engaged by you to work on the Submission in any manner have given you their express written consent to submit the Submission for use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, including, without limitation, the internet and television, throughout the world, in perpetuity. If you include any depiction (of any kind) of any actual person in or with your Submission, you must have their written permission to include their image in or with the Submission. You further represent and warrant that anyone who was engaged by you in connection with the Submission (i) has no claims for payment of any kind, including, without limitation, for royalties or residuals, arising out of any use, exhibition or other exploitation of the Submission; (ii) has no approval or consultation rights or any rights of participation with respect to any use, exhibition or other exploitation of the Submission; and (iii) was not engaged by you or anyone associated with the Submission under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission.

If you include any music in your Submission, you further represent, warrant and guarantee to Sponsor that the compositions, recordings, lyrics, text and other musical materials contained in the Submission are original, created only by you and do not contain any “samples” or excerpts that would infringe on the copyrights of others, are not merely a “cover” of someone else’s song and that you have not granted to any third party or entered into any type of agreement including an exclusive recording agreement that would grant that third party any types of rights to your recorded performances.

Any Submissions containing material that is violent, pornographic or otherwise obscene, illegal, inappropriate or racially or morally offensive, or does not meet Sponsor’s standards for any reason as determined by Sponsor, in its sole discretion, may be rejected as ineligible for consideration. Entries must comply with all laws, rules, and regulations including, but not limited to, those concerning copyright, plagiarism, trademark, defamation and invasion of privacy.

By entering and/or sending any Submission to us, you agree that: (i) all Submissions become Sponsor’s property and will not be returned, (ii) Sponsor and its licensees, successors and assigns have the right to use any and all Submissions, and the names, likenesses, voices, and images appearing in the Submission, for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity, and (iii) you are at such time granting Sponsor, its affiliates and its licensees, successors and assigns a worldwide, royalty-free, perpetual, unrestricted, irrevocable and fully sub-licensable right and license to consider, disclose, broadcast, use, re-use, reproduce, repurpose, modify, digitize or enhance, adapt, change, alter, edit, publish, translate, create derivative works from, distribute, re-distribute, publicly perform, publicly display, and/or otherwise exploit your Submission (in whole or in part), and the images or likenesses that appear in your Submission (in whole or in part) and/or incorporate all or part of your Submission in other works, all in any form, format, media or technology now known or later developed or invented anywhere in the world at any time, as well as in connection with any distribution or syndication arrangement with third parties or third party sites, in any media format or medium and through any media channels and for any purpose, including, without limitation, downloads, streams, in audio visual recordings, motion pictures, television programs, productions, advertising, promotion and publicity, all without further notice to, consent from or payment to you. You waive any and all "moral rights" you may have in the Submission. You agree that you grant Sponsor these rights whether or not you are selected as a winner. YOU WILL NOT BE PAID FOR YOUR SUBMISSION or for granting Sponsor any of these rights.

Sponsor, its affiliates, and its licensees, successors and assigns are in no way obligated to use your Submission (and have no obligation to you or any other person or entity after your Submission is received), and you will not be given any credit if your Submission is used. Sponsor may elect to post any, all, or none of your Submission on the Show website or elsewhere as set forth in these rules. If Sponsor does elect to use your Submission or any part thereof, Sponsor may remove all or any part of it at any time for any or no reason, and Sponsor may use all or any part of it in any way that Sponsor elects, in its sole discretion. You agree to waive all claims to and shall not receive any royalties of any kind now or in the future from Sponsor, its affiliates, or its licensees, successors and assigns for any use of your Submission, including copyright, trademark, public performance, digital sound recording, mechanical, synchronization or master use royalties, and you represent, warrant and agree that no other party is entitled to claim royalties from the use of the Submission as set forth in these Official Rules.

You acknowledge that your Submission will not be acknowledged and will not be returned. You acknowledge that this Submission is sent voluntarily and is not received or held “in confidence” and your Submission does not create a confidential relationship or obligation of secrecy between you and the Contest or Sponsor, any of its affiliates or any of its licensees, successors or assigns. You may not resell, assign or transfer any of your rights under these Official Rules.

You recognize that other persons, including Sponsor’s own employees and other entrants, may have submitted to Sponsor or others, or made public, or may in the future originate and submit, or make public, similar or identical material that Sponsor may have the right to use, and that you will not be entitled to any compensation because of Sponsor’s use of other similar or identical material. Nothing in this Agreement, or the submission of the Submission, shall be deemed to place you in any different position from any other member of the public with respect to the Submission.

5. SELECTION OF WINNERS: Beginning on May 21, 2007, each eligible Submission will be judged and scored by employees and/or representatives of Sponsor (“Judges”) who will review Submissions on a rolling basis, as they are submitted (but no later than July 25, 2007). Submissions deemed by Judges, in their sole discretion, to be in accordance with these Official Rules (including having been deemed appropriate and as meeting with Sponsor’s standards) will be judged and scored by Judges, in their sole discretion, based on their (i) Creativity and (ii) Originality (collectively, the “Criteria”), and Judges, in their sole discretion, will select one (1) potential Grand Prize Winner and five (5) potential First Prize winners from among all eligible Submissions received. In the event of a tie, the tied Submission with the highest score in the “Originality” criteria category will be selected. The decisions of the Judges are final and are not subject to challenge or appeal. All entries must be received by 3:00 pm ET on July 18, 2007, BUT NOTE THAT THEY WILL BE REVIEWED ON A ROLLING BASIS AS THEY ARE RECEIVED.

During the selection process, material about each participant and their Submission may, at Sponsor’s sole discretion, be posted on the Site.

The Judges’ selection of the Grand Prize and First Prize winners shall be subject to eligibility verification, as well as each winner’s compliance with these Official Rules including the Terms of Submission. If any potential winner selected by the Judges is disqualified or otherwise ineligible to be a winner, the applicable prize will be forfeited, and Sponsor, in its sole discretion, reserves the right to have the Judges (in their sole discretion) select an alternate winner.

6. PRIZE: Sponsor will make arrangements for the Grand Prize Winner’s Music Mash-Up to be exhibited (the “Exhibition”) at the 2007 Comic-Con International convention (the “Comic-Con Event”), which is currently scheduled to take place during July 26-29, 2007 at the San Diego Convention Center in San Diego, California. All decisions regarding and details related to the Grand Prize (including, without limitation, all decisions and details regarding the Exhibition) are at Sponsor’s sole and exclusive discretion and are subject to availability and Comic-Con Event exigencies. The Exhibition portion of the Grand Prize has no cash value. The Grand Prize Winner will also receive a Heroes “gift pack” consisting of 1) a Time to Save the World t-shirt, 2) a Hiro’s Comic Mug, 3) a Heroes 50-Year Pocket Calendar, 4) a Vote Petrelli button, and 5) a Vote Petrelli hat. The Heroes “gift pack” has an approximate retail value (“ARV”) of $100.00. Five (5) First Prize Winners will each receive a Heroes comic signed by Masi Oka. ARV of each First Prize (excluding the autograph, which has no cash value) is $10.00. Any entrant selected as a winner must comply with all terms and conditions of these Official Rules and winning is contingent upon fulfilling all requirements. Prizes are non-transferable, non-refundable and no substitutions will be permitted, except that Sponsor reserves the right to substitute prize(s) of comparable or greater value in the event of prize unavailability. All federal, state and local taxes are the sole responsibility of winners. If the Comic-Con Event in which the Exhibition is planned by Sponsor is cancelled, rescheduled or postponed for any reason prior at any time prior to or during the scheduled Exhibition, or in the event that any prize component is not available for any reason, then remaining elements of prize shall constitute full satisfaction of Sponsor’s prize obligation to Grand Prize Winner and no additional compensation will be awarded.

Potential winners will be notified by phone and/or email. Sponsor will make two (2) attempts to contact each potential winner at the phone number or email address provided at the time of entry within seventy-two (72) hours from the time of the selection. If Sponsor is unable to reach a potential winner via phone or email within this time frame, he/she may be disqualified, any prize will be forfeited, and an alternate winner may be selected, at Sponsor’s sole discretion. Potential winners may be required to execute and return an affidavit of eligibility/release of liability and/or publicity release (where legal) within five (5) days of attempted notification. If any potential winner cannot be contacted or fails to sign and return any required affidavit of eligibility/release of liability and/or publicity release (where legal) within the required time period, or if prize or prize notification is undeliverable, potential winner may forfeit prize, except that Sponsor reserves the right to select an alternate winner, in its sole discretion.

7. GENERAL RULES: Entry of Submission constitutes permission to the Sponsor and its designees to use each entrant's name, city, state, likeness, voice, biographical information and statements for purposes of advertising, promotion and publicity in any and all media, now or hereafter known, throughout the world in perpetuity without additional compensation, notification or permission, unless prohibited by law. By participating, entrant (i) is warranting and representing that they are the sole creator of their Submission and that no element thereof was taken from any published materials (other than the Tools provided by Sponsor); (ii) agrees to release and hold Sponsor and its parents, affiliates, subsidiaries, retailers and advertising and promotion agencies, any other entity involved in the development or administration of the Contest, and each of their respective directors, officers, employees and assigns (collectively, the "Released Parties"), harmless against any and all claims and liability of any kind (including, without limitation, personal injury, death, and/or property damage) arising out of participation in the Contest or misuse, nonuse or use of any prize; (iv) waives all rights to claim direct, indirect, punitive, incidental and/or consequential damages, attorney's fees or any damages of any kind other than actual out-of-pocket costs incurred to enter; and (v) agrees that they have read and understood these Official Rules, and accept these Official Rules together and agree to abide by their terms and conditions, as they may be amended from time to time, and all other applicable rules and regulations and the decisions of the Sponsor and Judges, which are final and binding on all matters relating to the Contest.

Released Parties are not responsible for incomplete, lost, late, stolen, damaged, illegible, misdirected, garbled, inaccurate, delayed or undelivered entries; for any computer, network, technical, mechanical, printing, typographical, human or other errors or problems of any kind relating to or in connection with the Contest, including, without limitation, errors or problems of any kind that may occur in connection with the administration of the Contest, the processing of entries, the announcement, delivery or use of any prize or in any Contest-related materials; or for any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Contest. CAUTION: Any attempt by an entrant 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, Sponsor reserves the right to seek damages from any such entrant to the fullest extent permitted by law, including criminal prosecution.

Sponsor reserves the right to postpone, cancel, or modify the Contest (or any element thereof, including, without limitation, these rules) in any manner and for any reason (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in these rules) without notice, in its sole discretion. If the Prize Event is canceled for any reason or if for any reason this Contest is not capable of being run or implemented as planned, including, but not limited to, as the result of infection by computer viruses or bugs, tampering, unauthorized intervention, fraud, or any other cause of any kind, which, in Sponsor’s sole judgment, is likely to or actually corrupts or affects the administration, security, fairness, integrity or proper conduct of the Contest, then Sponsor reserves the right, in their sole discretion, to cancel, terminate, modify or suspend all or any part of the Contest, or to disqualify any implicated entrant(s) (and their entries), and the prize(s) (or any portion thereof) may not be awarded. In the event of cancellation, Sponsor reserves the right, at its sole discretion, to conduct judging and to award prize(s) for the applicable Contest Period from among all eligible, non-suspect entries received for that Contest Period up to the time of the event or action warranting such cancellation, termination, modification or suspension, as applicable. Notice of cancellation, termination, modification or suspension, if any, may be posted on the Website.

Sponsor may prohibit any entrant or potential entrant from participating in the Contest and/or receiving any prize (or any portion thereof), if at the sole discretion of Sponsor, such person shows a disregard for these Official Rules, or acts (1) with an intent to annoy, abuse, threaten, or harass any other entrant, Sponsor, or its agents or representatives or (2) in any other disruptive manner.

In the event of a dispute as to the identity of an entrant, the authorized account holder of the email address used to enter will be deemed to be the entrant. “Authorized account holder” of an email address is defined as the natural person who is assigned to an email address by an Internet Access provider, on-line service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

8. NO WARRANTIES: Sponsor makes no warranties covering any of the prizes furnished as part of this Contest.

9. GOVERNING LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of any of the Released Parties and participants in connection with this Contest shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and performed therein, without giving effect to any choice of law or conflict of law rules or provisions which would cause the application of the laws of any jurisdiction other than the State of New York. If any controversy or claim arising out of or relating to the Contest, the Official Rules, or the breach of any term hereof, cannot be otherwise resolved, it shall be resolved by binding arbitration conducted in the County of New York, and administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures or subsequent versions thereof (the “JAMS Rules”). The JAMS Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be an experienced arbitrator licensed to practice law in New York.

10. PRIVACY: Winners' names and contact information will be shared by Sponsor in order to contact winners for the purpose of fulfillment of prizes. Information supplied by non-winning entrants will be shared by Sponsor in accordance with its privacy policy, which is posted at /Footer/Privacy/.

11. LIMITATION OF LIABILITY: Entrants and winners agree that the Released Parties shall not be liable for injury, loss or damage of any kind resulting from participating in this Contest or from the acceptance or use of any prize awarded, including any future use of the winning entry. Sponsor reserves the right (but is not obligated) to verify eligibility qualifications of any entrant or winner.

12. WINNER’S NAME(S): For names of the winners, visit /NBC_Winners/ after August 1, 2007.