The Biracy Project

The Biracy Producer Challenge™ Rules

ALL MEMBERS WHO REGISTER WITH BIRACY.COM ARE AUTOMATICALLY ENTERED IN THE BIRACY™ GAME. THESE RULES GOVERN ALL ASPECTS OF PARTICIPATION AND PRIZE AWARDS.

1. INTRODUCTION

1.1: The Biracy™ Game is presented by Binoir Media Inc, 600 – 905 West Pender Street, Vancouver, BC, V6C 1L6, (”Binoir” or “We”). The Biracy Game is a participation challenge (the “Challenge”) offered in conjunction with Your membership in The Biracy Project™ and is only available to Members of the Biracy Project™. Only one (1) Grand Prize is being offered. In the event of two or Members earning the same number of Game Points the Grand Prize will be split equally between the winners. The Grand Prize You are playing for is to receive on screen credit as one of the associate producers of the First Biracy Production and be paid the compensation for the position of associate producer (which is equal to one percent (1%) of the Initial Biracy Productions production budgets).

ONLY ONE (1) GRAND PRIZE ACROSS THE ENTIRE BIRACY PROJECT™ MEMBERSHIP WILL EARNED IN THE BIRACY GAME.

1.2: Capitalized terms, if not defined in these Official Rules, have the same meaning as defined in the Member Website Service Agreement, located at www.biracy.com/terms-of-use/.

2. TIMING

2.1: The Challenge begins on December 1, 2009 at 12:00 a.m. Pacific Time (”PT”) and ends at 11:59 p.m. on the day that is the final vote of Member participation in the Biracy Game (”Challenge Period”). Binoir’s computer is the official time-keeping device for this Challenge.

3. ELIGIBILITY

3.1: The Challenge is open only to Registered Members of the Biracy ProjectTM. All Registered Members are automatically entered in the Challenge. Void where prohibited. Employees, officers and directors of Binoir, its, subsidiaries, and agents, as well as the immediate family (defined as parents, spouse, children, siblings and grandparents) and household members of each such employee, officer and director are not eligible. By participating, the Member agrees to abide by these Official Rules and the decisions of Binoir, which are final and binding in all respects. All applicable federal and provincial laws apply.

4. HOW TO EARN GAME POINTS

4.1: All activities available to Members in the development, production and distribution of the First Biracy Production will have a Krill point value (”Game Points”) assigned by Binoir. By participating in the activity you will earn the assigned Game Points and those Game Points will accrue to the Member’s Game Account.

4.2: Game Points will also be the basis upon which you will earn contingent participation from the net proceeds of the Initial Biracy Productions pursuant to the terms of the Member Website Service Agreement. So, regardless of whether you are participating in the Biracy Game to win, or not, it is important for You to participate to build as large a base as possible for the allocation of contingent participation.

4.3: The Game Point value of a particular task will be assigned solely upon Binoir’s estimate of the time required to complete the task. We value your time at Sixty Canadian Dollars ($60) per hour. Therefore, One (1) Game Point will be allocated to each minute of estimated time to complete the task. All similar tasks (i.e. voting) will be assigned the same number of Game Points.

4.4: In addition, One (1) Game Point will be awarded for each dollar of Membership Fee paid by a Member.

5. DETERMINATION OF WINNER

5.1: The Member accumulating the most Game Points during the Challenge Period shall be the winner of the Challenge.

5.2: The potential winner must comply with all terms and conditions of these Office Game Rules. In order to be declared the winner of the Challenge, the Member must be a Member in good standing at the end of the Challenge Period and the Member’s Membership shall not be subject to cancellation pursuant to Paragraph 11 of the Member Website Service Agreement.

5.3: In the event of a tie between Two (2) or more Members having accumulated the same number of Game Points during the Challenge Period, Binoir shall award associate producer on screen credit to each of the winning Members and the compensation for the associate producer position shall distributed equally among the winning Members.

5.4: Except where prohibited, each of the potential winners must execute and return to Binoir, within Ten (10) days of being notified, the Affidavit of Eligibility, Liability & Publicity Release and the Contract of Service as Associate Producer (”Associate Producer Agreement”) of the First Biracy Production, to be provided by Binoir, in order to claim the Grand Prize.

5.5: If a potential winner has not reached the age of majority in his/her home jurisdiction, the Grand Prize and any other prize will not be awarded to the potential winner. The Grand Prize will be awarded to the Member(s) with the next highest number of Game Points.

5.6: If a potential winner cannot be contacted within Fourteen (14) days of the first attempt to contact him/her or if he/she fails to sign and return the Associate Producer Agreement within the required time period, the Grand Prize will be awarded to the Member(s) with the next highest number of Game Points.

6. GRAND PRIZE

6.1: One (1) Grand Prize will be awarded. The Grand Prize shall be identification of the winner(s) as associate producer(s) of the First Biracy Production, including receiving on screen credit as an associate producer on the First Biracy Production and the compensation described in Paragraph 1 herein and other benefits accorded the associate producer position for the First Biracy Project pursuant to the terms of the Associate Producer Agreement. All other aspects of such associate producer credit shall be determined by Binoir is its sole discretion. No casual or inadvertent failure by Binoir or any third party to comply with the foregoing credit provisions, or any covenant herein, shall be deemed a breach of these Game Rules. Binoir shall use good faith efforts to notify third parties of the credit provisions herein. Winner(s) are solely responsible for any and all applicable fees and taxes associated with the Grand Prize or any other prize hereunder. The odds of winning the Challenge depend on the total number Members, the amount of participation in the challenge by the individual Member and the amount of participation in the challenge by the other Members. Therefore the odds of winning the Challenge depends upon the rate of participation of a Member relative to the rate of participation of other Members.

7. OTHER PRIZES

7.1: There may be other prizes awarded, at Binoir’s sole discretion, for participation of the Members in the Biracy Game.

8. PUBLICITY

8.1: Except where prohibited, participation in the Challenge constitutes the winner’s consent to Binoir’s use of the winner’s name, likeness, voice, opinions, hometown and country for promotional purposes in any media now known or hereafter devised, worldwide, in perpetuity, without further payment or consideration.

9. GENERAL CONDITIONS

9.1: Binoir reserves the right, in its sole discretion, to cancel, modify or suspend the Challenge should virus, bugs, unauthorized human intervention, technical failures or any other factor beyond Binoir’s reasonable control corrupt the administration, security, fairness, integrity or proper operation of the Challenge. In such event, Binoir reserves the right to award the Prize at random from among the eligible Membership up to the time of impairment. Binoir reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Challenge or to be acting in violation of these Official Rules. Any attempt by any Member to deliberately damage the biracy.com website or undermine the legitimate operation of this Challenge may be a violation of criminal and civil laws, and, should such an attempt be made, Binoir reserves the right to seek damages from any such person to the fullest extent permitted by law. Binoir’s failure to enforce any term of these Official Game Rules shall not constitute a waiver of that provision.

10. RELEASE

10.1: By receipt of the Prize, winner agrees that Binoir, its subsidiaries and affiliated companies, and the agents, employees, directors and officers of these companies, are not liable whatsoever for any injuries, losses or damages of any kind resulting in whole or in part, directly or indirectly, from the acceptance, possession, use or misuse of any prize or from winner’s participation in the Challenge.

11. LIMITATIONS OF LIABILITY

11.1: Binoir is not responsible for: (1) technical failures of any kind, including but not limited to the malfunctioning of any computer, network, hardware or software; (2) the unavailability or inaccessibility of any website or service; (3) unauthorized human intervention in any part of the entry process or the Challenge; (4) electronic or human error which may occur in the administration of the Challenge or the processing of Challenge transactions; or (5) any injury or damage to persons or property, including but not limited to Member’s computer, which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Challenge or from downloading any material from the biracy.com website, regardless of whether the material was prepared by Binoir or a third party, and regardless of whether the material is connected to Binoir’s or Biracy.com website by a hypertext link. No more than the stated number of prizes will be awarded.

12. DISPUTES

12.1: Member’s agrees that: (1) any and all disputes, claims, and causes of action arising out of or connected with the accumulation of Game Points, the Challenge, the Grand Prize or any other prize awarded hereunder, shall be resolved individually, without resort to any form of class action, and exclusively by the laws of Canada and the Province of British Columbia, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the provincial or federal courts in British Columbia, Canada in all disputes arising out of or related to the use of the Website or, without reference to their rules regarding conflicts of law; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Challenge, but in no event attorneys’ fees; and (3) under no circumstances will a Member be permitted to obtain awards for, and each Member hereby waives all rights to claim, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. The sole exclusive right of the Member as to any breach or alleged breach hereunder by Binoir shall be the recovery of damages that were not excluded hereunder and the rights herein granted by the Member shall not terminate by reason of such breach or alleged breach. In no event may the Member enjoin or restrain the development, production, distribution or exploitation of the Initial Biracy Productions or any part thereof or any materials relating thereto or derived therefrom, or the use, publication, or dissemination of any advertising, promotion, merchandising, or publicity in connection therewith, or to seek to obtain any other equitable relief with respect to any breach of Binoir’s obligations hereunder or otherwise. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Game Rules, or the rights and obligations of Members and Binoir in connection with the Challenge shall be governed by, and construed in accordance with, the laws of the Province of British Columbia.

13. DATA COLLECTION

13.1: Binoir collects personal information from you when you register as a Member. The information collected is subject to the Website Privacy Policy, located at www.biracy.com/privacy-policy.

14. WINNER

14.1: The Winner(s) of the Challenge will be posted to the biracy.com Website on or before Seven (7) days after the Challenge Period

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