OPEN ONLY TO INDIVIDUAL LEGAL RESIDENTS OF THE 50 UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "ELIGIBILITY AREA"), WHO ARE LOCATED IN THE ELIGIBILITY AREA AT THE TIME OF ENTRY, AND WHO ARE 18 YEARS OF AGE OR OLDER.  VOID OUTSIDE THE ELIGIBILITY AREA AND WHERE PROHIBITED BY LAW.
NO PURCHASE NECESSARY. PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING.

1. ELIGIBILITY: The Heinz Top This TV Challenge Take Two ("Contest") is open only to individuals who are legal residents of the 50 United States and the District of Columbia, who are 18 years of age or older, and who have a valid user account with YouTube. The following individuals are not eligible: employees, contractors, directors and officers of H. J. Heinz Company, L. P. ("Sponsor"), Google, Inc., YouTube, LLC and each of their respective parent, subsidiaries and affiliated companies, distributors, web design, advertising, fulfillment, judging and Contest agencies involved in the administration, development, fulfillment and execution of this Contest (collectively, "Contest Parties"), and the immediate family members (spouse, parent, child, sibling and spouse or "step" of each) and those living in the same households of each such individual.  Entrants in the previous Top This TV Contest are eligible to enter the Top This TV Challenge Take Two Contest, provided entrants meet the other eligibility requirements outlined above.
2. TO ENTER: Create a commercial for Heinz® Ketchup that is 30 seconds in length ("Commercial" or "Submission").  Refer to Rules 3-4 below for more details regarding the requirements for your Commercial.  Enter your Commercial in the Contest between 12:00:01 am ET on December 14, 2007 and 11:59:59 pm ET on March 14, 2008  ("Contest Entry Period") by following the three-step entry process outlined below. 
   
   IMPORTANT: You must complete all of the following steps in order to ensure your Commercial is submitted into the Contest:
   1. VIDEO UPLOAD
      • Go to www.YouTube.com/signup to upload your Commercial.  If your commercial was previously uploaded to YouTube.com, uploading again will not be necessary, simply proceed to Step 2 "Registration".
      • Registration on YouTube must be completed before a Commercial can be submitted
        • If you already have a YouTube account, sign in under the "Member Login" section.
        • If you are not an existing user of YouTube, you will be required to complete the free registration by signing up under "Create Your YouTube Account" and following the directions.  When you register your YouTube account, you will be required to agree to the YouTube Terms of Use and the YouTube Privacy Policy.
      • Once you are registered and logged into YouTube, click on the "Upload" link in the upper right corner of the webpage and follow the instructions to upload your Commercial.  If you have questions on how to upload a Commercial or are having problems with the upload process, please visit the YouTube Help Center.
      • Upon completion of the upload, you should find two pieces of information that will be needed to proceed to Step 2 of the Contest entry process:
        1. YouTube Username
        2. Video URL
           Please make a note of these two items and then proceed to Step 2, "Registration."
   2. REGISTRATION
      • After uploading your Commercial on YouTube, proceed to the Top This TV Challenge Take Two Contest Web Site (http://www.topthistv.com) ("Web Site") to register your Commercial for the Contest.
      • Once on the Web Site, click on the "Submit Your Video" link and enter all of the requested information. You will be asked to provide your contact information, your YouTube Username, the name of your Commercial, and the unique YouTube URL to your Commercial collectively.
      • Complete the registration step by clicking the "Register Your Submission" button.
      If you do not complete this registration step your Commercial will not be submitted for review and possible inclusion into the Contest or eligible for a prize even though your Commercial may be posted on YouTube.  Registration must be completed by 11:59:59 pm ET on March 14, 2008 or your Commercial will not be submitted into the review process for the Contest.
   3. CONFIRMATION OF ENTRY –
      • Once you click the "Register Your Submission" button, you should see a "Thank You" page on your internet browser.  This Thank You page confirms that your Commercial has been received and submitted into a review process. Your Commercial will be reviewed to ensure that your Submission complies with these Official Rules. Please note that at this point your Submission is undergoing review, and is not yet considered a valid Entry into the Contest.
      • Once your Commercial is reviewed, you will receive a Confirmation Email at the email address you supplied on the registration form.  If your Commercial complies with all Official Rules, the Confirmation Email will state that your Submission has been accepted as an Approved Entry into the Contest.  If your Commercial is not accepted as an Approved Entry, the Confirmation Email will detail the reasons why your Commercial was declined.
   Submissions that do not include all required information and do not adhere to the foregoing and following requirements will be considered void and will not be considered in the judging of this Contest.  Each Contestant is allowed a maximum of five (5) Approved Entries in the Contest.  An Approved Entry is defined as a Commercial that has been registered on the Contest Web Site through the process above and has received a corresponding Confirmation Email stating that the Commercial has been accepted into the Contest.  The same Commercial may not be registered for the Contest more than once.
3. CONDITIONS OF ENTRY: As conditions of entry into this Contest, and by uploading and entering a Submission, Entrant warrants and represents that the Submission:
   
   1. is original and has been legally created;
   2. does not infringe the intellectual property, privacy or publicity rights or any other legal or moral rights of any third party;
   3. has not been entered in previous contests, other than the previous Top This TV Contest, or won previous awards (including in the previous Top This TV Contest).  Commercials previously submitted for entry in the Top This TV Contest, with the exception of the Grand Prize and Runner-Up Commercials, may be resubmitted for entry in the Top This TV Challenge Take Two Contest;
   4. has not been published or distributed previously in any media, except in conjunction with media related to the previous Top This TV Contest.
      
   Entrant represents that he/she owns all rights to his/her Submission, including, without limitation, the copyrights in the recording and the performance contained therein. Entrant further represents and warrants that the Entrant has obtained permission from each person whose name, image, likeness and/or voice ("Likeness") is included in the Submission, and that such person(s) have granted Entrant all necessary rights to use the person's Likeness as described in these rules, and that Entrant can make written copies of such permissions available to the Sponsor upon request.  If the Likeness of a minor is included, such grant of rights must include written permission from the minor's parent or legal guardian authorizing the use of the minor's likeness on behalf of the minor.  Sponsor's determination as to whether the Submission potentially violates the rights of any third party is final.
   
   By uploading a Submission, Entrant irrevocably grants Sponsor and its affiliates, legal representatives, assigns, agents and licensees, the unconditional and perpetual right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), the Entrant's Submission, including, but not limited to, the recording and the performances contained therein (in each case, as submitted or as edited/modified in any way by the Sponsor, in its sole discretion), as well as to use Entrant's name, likeness, photograph (collectively, "Likeness"), and/or statements regarding his/her participation in this Contest (with or without using the Entrant's name) in any and all media without limitation as to time or territory, and without additional compensation or approval from the Entrant or any other party. Entrant waives intellectual property rights, privacy/publicity rights or other legal or moral rights that might preclude the Sponsor's use of the Submission, and agrees not to sue or assert any claim against the Sponsor for the use of the Submission or Entrant's Likeness or statements.
   
   Entrant agrees to indemnify and hold Sponsor, its agencies and Contest Parties and their respective affiliates, officers, directors, agents, co-branders or other partners, and any of their employees (collectively, the "Indemnitees"), harmless from any and all claims, damages, expenses, costs (including reasonable attorneys' fees) and liabilities (including settlements), brought or asserted by any third party against any of the Indemnitees due to or arising out of the Entrant's Submission, or the Entrant's conduct in creating a Submission or otherwise in connection with this Contest, including but not limited to claims for trademark infringement, copyright infringement; violation of an individuals right of publicity or right of privacy; or defamation.  Entrant further agrees to release Sponsor from any and all claims that any advertising subsequently produced, presented, and/or prepared by or on behalf of Sponsor infringes Entrant's rights with regard to any elements, characters or ideas contained in any Submission.
4. SUBMISSION FORMAT AND CONTENT REQUIREMENTS:
   a. Creative Assignment:
   Think of an idea for a Heinz® Ketchup commercial. But first…
   
   A little brand background.
   America’s favorite Ketchup is a 130-year-old brand, one of Henry John Heinz’s original 57 Varieties® (actually, there were over 60 products, but that’s another story) and a bona fide cultural icon.
   
   Heinz® Ketchup’s thick, rich tomato-y goodness elevates a simple burger or lowly potato to culinary perfection—and leaves our famous glass bottle at a rate of 25 miles per year. Got to love those squeeze bottles, right?
   
   What’s the big idea?
   Well, that’s up to you.
   Make us laugh. Make us cry. Make us say, "Wow! Why didn’t we think of that?"
   But make it something you’d want to see on TV.
   Maybe it’s a story about your kid’s baby word for Ketchup. Or the lengths you’d go to for its unbeatable taste. Or a curly fry’s obsessive love for Heinz—only Heinz.
   
   You write it. You cast it. You direct and shoot it. You have total creative control.
   
   b. Judging Criteria: The judging criteria (used to determine the 10 Semi-Finalists) is as follows:
   • (#1) Originality (40%)
   • (#2) Overall Appeal (30%)
   • (#3) Likelihood to Motivate People to Eat Heinz Ketchup (30%)

   c. Technical Requirements:  The maximum file size for any video file uploaded to YouTube is 100 MB. Video file(s) submitted to your YouTube account must be provided in one of the following file formats: avi, mov, mpg, or wmv.  See the YouTube User Terms of Use for additional details.   Be sure to save your Submission in the original format after uploading it to YouTube .  If you are a winner, you will need to provide Sponsor with your Submission in its original format in order for the Submission to be aired on TV.

   d. Additional Requirements:  The Commercial must be thirty (30) seconds in length, including any tags, and must be primarily in English.  Once you upload and register your Commercial in the Contest, your Submission is final and may not be modified or edited.  No Submissions will be returned. The person named as the registered owner of the YouTube user account associated with the Submission and named on the Contest Registration form for the Submission must match and that person will be deemed the entrant ("Entrant"). In the event of dispute regarding the identity of an Entrant, dispute will be resolved in favor of the individual who is the "authorized email account holder" of the email address provided when the YouTube user account was created. "Authorized email account holder" is defined as the natural person assigned an email address by an Internet access provider, online service provider, or other organization (i.e., business, education institution) responsible for assigning email addresses for the domain associated with the submitted email address. If any group of individuals elects to collaborate on a Submission, they are required to designate one (1) representative to enter the Contest and accept the prize on behalf of the group.  Neither Sponsor nor any of the Contest Parties are liable for any disputes between collaborators related to a Submission.  Please note the following:

   • Submission may not contain or refer to any company/brand logos or food or beverage brands other than Heinz® Ketchup.
   • Any elements in your Submission, including without limitation music, audio, speech/voiceovers, stills, video, supers, or other audiovisual materials used must be 1) entirely original, created and performed by you, 2) be in the public domain, 3) or be downloaded from the Director's Tools section of the Web Site. Approved music, audio sound effects, graphics and product shots ("Cleared Elements") are provided by Sponsor for use in your Submission and may not be altered. By downloading and/or use of any of these Cleared Elements you agree to the terms of use for these elements provided on the Director's Tools page.  Use of any elements, including without limitation music, audio, speech/voiceovers, video, stills, visuals, or other materials that are not original, in the public domain, or downloaded from the Web Site may result in disqualification of Submission, in Sponsor's sole discretion.
   • All Submissions will be reviewed before being published or judged; however, publication of a Submission does not mean the Submission has been deemed to be in compliance with these rules.  Submissions that do not comply with the YouTube Terms of Use or these Official Rules or that otherwise contain prohibited, inappropriate, or irrelevant content as determined by the Sponsor, in its sole discretion, will be disqualified and will not be considered for a prize.
5. PRIZES:
   ONE (1) GRAND PRIZE: $57,000 cash.
   FOUR (4) RUNNER-UP PRIZES:  $5,700 cash.
   Prizes will be awarded as checks payable to the winner.  In addition, the Grand Prize and Runner-Up Winners’ Commercials will be aired on national television, subject to Sponsor's right to edit the Commercials in Sponsor's sole discretion, to comply with network guidelines or for any other reason.  Limit one prize per person.
6. SELECTION OF WINNERS:
   1. Round 1: Entries will be judged by a qualified panel of judges ("Judges") who will evaluate each Approved Entry based on the judging criteria (defined in Rule 4 above), and the top ten (10) Entries will be designated as the Semi-Finalists. Limit one (1) Semi-Finalist Entry per person.  Round 1 judging will be completed on or about April 6, 2008.  In the event of a tie, the tie will be broken based on the highest score in the first Judging Criteria, continuing thereafter to each Judging Criteria in order, as needed to break the tie.
   2. Round 2: The ten (10) Semi-Finalists’ Entries will be revealed on the Web Site on or about April 7, 2008.  The Semi-Finalists’ Entries will be posted for the public to vote on their favorite at http://www.topthistv.com starting on or about April 7, 2008 at 12:00:01 am ET and ending on April 21, 2008 at 11:59:59 pm ET ("Voting Period"). Limit one (1) vote per person, per day. A "Day" is defined as the 24 hours between 12:00:00 am ET and 11:59:59 pm ET throughout the Voting Period. At the close of the Voting Period, the Entry that receives the most votes will be declared the Grand Prize Winner.  The Entries with the next four highest vote totals will be declared the Runner-Up Winners. In the unlikely event that public voting results in a tie, the Entries with the highest score based from Round 1 will be declared the winner.  All Semi-Finalists and Grand Prize and Runner-Up Winners are subject to verification, including without limitation, verification of eligibility, compliance with these Official Rules, completion of all required documents (described below), and a personal background check.  Entrants agree that the Sponsor has the sole right to decide all matters and disputes arising from this Contest and that all decisions of Sponsor are final and binding.
7. GENERAL CONDITIONS:  Potential Semi-Finalists will be required to irrevocably assign and transfer to Sponsor any and all rights, title and interest in his/her Entry, including, without limitation, all copyrights, and agree to waive all moral rights in that Entry.  Semi-Finalists will be required to complete, sign and return an Affidavit of Eligibility, Liability Release, Copyright Assignment and, where lawful, a Publicity Release.  In addition Semi-Finalists will be subject to a background check.  Semi-Finalists will also be required to obtain signed publicity releases from all identifiable individuals featured in Semi-Finalists’ chosen Entry. All completed documents must be returned to Sponsor within 5 days of the date notice was sent or Semi-Finalist status will be forfeited and an alternate Semi-Finalist may be selected.  Notification of Semi-Finalist or Winners status must be kept confidential until their Entries are publicly revealed by Sponsor. The Grand Prize and Runner-Up Winners may also be required to sign additional documents, as deemed necessary by Sponsor in its sole discretion, prior to their Entry airing on TV.  Grand Prize and Runner-Up Winners are solely responsible for any taxes on their respective prizes, and will receive an IRS Form 1099 for the value of their prize. No substitution of prize is offered, except at the sole discretion of the Sponsor.  Prizes are non-transferable.  If for any reason the Contest is not capable of running as planned, including without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, Sponsor reserves the right, at its sole discretion to cancel, modify or terminate the Contest. Further, Sponsor reserves the right, at its sole discretion, to disqualify any individual deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Contest or any Sponsor or YouTube; (b) violating the Official Rules; (c) violating the YouTube Terms of Service, or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Sponsor reserves the right to require grand prize and/or runner-up Winners to submit to a confidential background check to confirm eligibility as a condition of awarding the prize to help ensure that the use of any such person in advertising or publicity for the Contest will not bring Contest Parties into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Contest as determined by Sponsor in its sole discretion.
8. LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Sponsor or Contest Parties resulting from any user's participation in or attempt to participate in the Contest or ability or inability to upload or download any information in connection with participating in the Contest. No responsibility or liability is assumed by the Sponsor or Contest Parties for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Contest: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any email transmissions to be sent or received; lost, late, delayed or intercepted email transmissions; inaccessibility of the Web Site in whole or in part for any reason; traffic congestion on the Internet or the Web Site; unauthorized human or non-human intervention of the operation of the Contest, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Contest, or loss, miscount, misdirection, inaccessibility or unavailability of an email account used in connection with the Contest. Sponsor and Contest Parties are not responsible for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Web Site. Use of Web Site is at user's own risk. Sponsor and the Contest Parties are not responsible for any personal injury or property damage or losses of any kind which may be sustained to user's or any other person's computer equipment resulting from participation in the Contest, use of the Web Site or the download of any information from the Web Site. By participating in the Contest, the Entrant releases Sponsor and Contest Parties from any and all claims, damages or liabilities arising from or relating to such Entrant's participation in the Contest. By accepting a prize in the Contest, Winners agree that the Sponsor and Contest Parties shall not be liable for any loss or injury resulting from participation in the Contest, acceptance or use of any prize.  Sponsor and Contest Parties are not liable in the event that any portion of the Contest or scheduled commercial broadcast is cancelled due to weather, fire, strike, acts of war or terrorism, or any other condition beyond their control (a "Force Majeure Event"). Should a Force Majeure Event occur, Sponsor may, but is not obligated to, exercise commercially reasonable efforts to air the Grand Prize and Runner-Up Prize winning Commercials at another time or make a reasonable substitution in its sole discretion.
9. Winner List: For a list of the Grand Prize and Runner-Up Winners, visit www.TopThisTV.com or send a self addressed, stamped, #10 envelope to: Heinz Top This Contest Winners List, P.O. Box 7623 Dept VW, Clinton, IA 52736-7623.  Requests must be received by May 14, 2008.
10. Sponsor: H. J. Heinz Company, L.P. 357 6th Ave, Pittsburgh, PA 15222
    Administrator: PFC 311 21st Street, Camanche, IA 52732 
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