Prizes/Rules

THE “SWEENEY TODD VIP CLUB CONTEST”

OFFICIAL RULES
NO PURCHASE NECESSARY

The “Sweeney Todd VIP Club Contest” (the “Promotion”) begins on November 30, 2007 at 6:00 p.m. Pacific Time (“PST”) and ends on December 21, 2007 at 11:59 p.m. PST (the “Promotion Period”) and is timed to coincide with the theatrical release of the motion picture the “Sweeney Todd” (the “Picture”), tentatively scheduled to occur on December 21, 2007. The Promotion provides fans with the opportunity to create individual community groups on the Sweeney Todd Official Website -- www.sweeneytoddmovie.com/club -- (the “Website”). Eligible persons who follow the instructions to create an individual community group on the Website are referred to as “VIP Club Captains” in these Official Rules, and the individual community groups they create are referred to as “VIP Clubs.” Prizes will be awarded to the VIP Club Captains and/or VIP Club Members (depending on the applicable prize described below) in VIP Clubs who reach certain specific membership quotas at the conclusion of the Promotion Period (the “Challenge”). By participating in the Promotion, each participant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Paramount Pictures Corporation, 5555 Melrose Avenue, Hollywood, CA 90038-3197 (the “Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY: Only legal residents of the 50 United States and the District of Columbia who are eighteen (18) years of age or older at the time of entry are eligible to enter the Promotion. Employees, officers and directors of Sponsor, Warner Bros. Entertainment Inc. and any of their respective parent, subsidiary and affiliate companies (collectively, the “Promotion Entities”), as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee are ineligible to participate in the Promotion or win a prize. Void where prohibited by law.

HOW TO ENTER: Eligible entrants must go to the Website during the Promotion Period and follow the directions to create or join a VIP Club. All VIP Clubs must be approved by representatives of Sponsor prior to being designated as a VIP Club. Sponsor reserves the right to deny or revoke VIP Club status to any individual community group in its sole and absolute discretion and any such denial or revocation shall be final and binding and not subject to challenge or appeal. VIP Club Captains and VIP Club Members must try to recruit as many members for their VIP Club as possible during the Promotion Period. All persons who join an individual VIP Club are referred to as “VIP Club Members.” You may be a VIP Club Member of only one VIP Club. For the avoidance of doubt, a VIP Club Captain is counted as a VIP Club Member for their VIP Club.

PRIZES: Prizes will be awarded to VIP Club Captains and/or VIP Club Members (depending on the applicable prize described below) who reach the following numerical quotas at the conclusion of the Promotion Period, subject to verification of eligibility:

First Prize: The VIP Club Captain of the VIP Club consisting of the highest number of VIP Club Members, but in no event less than 200 VIP Club Members, will be invited to host one (1) private screening of Picture for the VIP Club Captain and all of his/her VIP Club Members at a location in or near the VIP Club Captain’s hometown (the “Screening”). The Screening must be scheduled through Sponsor, and the specific date, time and location of the Screening shall be at the sole discretion of Sponsor. In no event shall the Screening be scheduled later than February 28, 2008. The winner and guests are responsible for transportation to and from the Screening. Recording devices will not be allowed in the Screening. In the event that the VIP Club Captain or any of his or her VIP Club Members engage during the Screening 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 Screening early, and send the VIP Club Captain and/or his or her VIP Club Members home with no further compensation. In the event that the Screening 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 the Screening, the First Prize winning VIP Club Captain will receive One Thousand Dollars ($1,000.00), and such amount shall constitute full satisfaction of Sponsor’s prize obligation to such First Prize winning VIP Club Captain, 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 ARV of the First Prize is $1,000.00.

Second Prize: The VIP Club Captain of the VIP Club consisting of the second highest number of VIP Club Members, but in no event less than 100 VIP Club Members, will receive an exclusive theatrical prop (the “Prop”) from the Picture. The exact Prop to be awarded as the Second Prize is subject to Sponsor’s sole and absolute discretion. In the event that Sponsor is unable to provide the Prop to the Second Prize winning VIP Club Captain, 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 the Prop, the Second Prize winning VIP Club Captain will receive One Hundred Dollars ($100.00), and such amount shall constitute full satisfaction of Sponsor’s prize obligation to such Second Prize winning VIP Club Captain, 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 ARV of the Second Prize is $100.00.

Third Prize: VIP Club Captains and VIP Club Members of VIP Clubs consisting of 50 to 99 VIP Club Members will each receive the official “Sweeney Todd” soundtrack CD. The ARV of the Third Prize is $10.00.

Fourth Prize: VIP Club Captains and VIP Club Members of VIP Clubs consisting of 20 to 49 VIP Club Members will each receive an official “Sweeney Todd” movie poster. The approximate retail value (“ARV”) of the Fourth Prize is $1.00.

GENERAL PRIZE CONDITIONS: All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. Prizes are non-assignable and non-transferable. No cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if the prizes listed or any component of any prize listed is unavailable for any reason. Any prizes depicted in promotional packaging or otherwise in connection with this Promotion are for illustrative purposes only and may not represent the actual prize(s) that is (are) awarded. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Promotion promotional materials and the terms and conditions of these Official Rules, these Official Rules shall prevail and govern. The prize 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 prize winners may 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 considered a minor in his or her state of residence, at Sponsor’s option, the applicable prize either will be awarded in the name of the parent or legal guardian of the winner, or the parent or legal guardian of the winner will be required to ratify and sign the Prize Claim Documents. Time is of the essence in awarding the prizes. Accordingly, if a winner (or, in the case of a minor, such minor-winner’s parent or legal guardian) fails or refuses to sign and return all Prize Claim Documents within seven (7) days of prize notification (or a shorter time if required by exigencies), the winner may be disqualified and the next runner up may be selected as an alternate winner.

COMPETITION WINNER NOTIFICATION: Within one (1) week of the conclusion of the Promotion Period, the potential winners will be notified by telephone and/or mail and/or email using the contact information provided at the time of registration. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by the potential winners for any reason. If, despite reasonable efforts, a potential winner does not respond within twenty-four (24) 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 may be selected. Sponsor may successively attempt to contact up to two (2) potential winners (at any given prize level) in accordance with such procedure, and if there is still no confirmed winner of a prize after such attempts have been made, if any, the prize may go un-awarded.

DATES & DEADLINES/ANTICIPATED NUMBER OF VIP CLUB MEMBERS: Because of the unique nature and scope of the Challenge, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s), or reduce the number of VIP Club Members needed to reach the threshold levels set forth in these Official Rules. Sponsor cannot accurately predict the number of entrants who will participate in the Promotion.

PUBLICITY RELEASE: By participating in the Promotion, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Promotion, each entrant irrevocably grants the Promotion Entities and their respective successors, assigns and licensees, the right to use such entrant’s name, likeness, and biographical information, and any individual(s) participating therein, in any and all media (including, without limitation, as a featured profile on the Website) for any purpose, including without limitation, advertising and promotional purposes as well as in, on or in connection with the Website, the Promotion or other promotions related to the Picture, without further payment or consideration, and hereby release the Promotion Entities from any liability with respect thereto.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: Entrants (or if minors, their parents or legal guardians) agree that the Promotion Entities (i) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Promotion or any Promotion-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of the prize(s), and (ii) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the prize(s), including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to a participant’s computer system which is occasioned by accessing the Website or participating in the Promotion, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections including without limitation, those that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible 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 participation process or the operation of the Promotion or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Promotion, 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. In the event Sponsor is prevented from awarding prize(s) or continuing with the Promotion 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 Promotion. 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.

DISPUTES: Except where prohibited, each entrant agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the state and/or federal courts located in Los Angeles, California; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion, but in no event attorneys’ fees; and (iii) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, 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. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California.

PRIVACY AND PERSONAL INFORMATION: Information collected from entrants is subject to Sponsor’s Privacy Policy located on the Website as well as at www.paramount.com.

WINNERS LIST/OFFICIAL RULES: To obtain a copy of the winners list, send a self-addressed stamped envelope to “Sweeney Todd VIP Club Contest” Winners List, 5555 Melrose Avenue, Hollywood, CA 90038-3197. All such requests must be received no later than six (6) weeks after the end of the Entry Period. These Official Rules will be posted on the Website.