Sears Santa Video Casting Call

ONLINE AUDITION VIDEO SUBMISSION TERMS AND CONDITIONS

BY SUBMITTING AN AUDITION VIDEO, PARTICIPANT ACKNOWLEDGES THAT PARTICIPANT'S AUDITION VIDEO MAY BE POSTED ON SEARS' WEBSITE, IN SEARS' DISCRETION.

All Audition Videos shall become the property of Sears and may be used by Sears to promote or publicize the Casting Call process, or may otherwise be utilized by Sears in any other advertising or media in Sears' discretion. Sears reserves the right to modify or cancel this Casting Call at any time and Sears' decisions are final as to all matters relating to the Casting Call.

1. Eligibility: The Sears Santa Video Casting Call (the "Casting Call") is open only to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years old or the age of majority, whichever is greater, at the time of submission. Employees of Sears Holdings Corporation, Young&Rubicam, Inc., ePrize, LLC, and any of their parent and affiliate companies as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee are not eligible. Subject to all applicable federal, state, and local laws and regulations. Void where prohibited.

2. Sponsor: Sears Roebuck and Co., 3333 Beverly Road, Hoffman Estates, IL 60179. Administrator: ePrize, LLC, One ePrize Drive, Pleasant Ridge, MI 48069.

3. Agreement to Terms and Conditions: Participation in this Casting Call constitutes participant's full and unconditional agreement to these Terms and Conditions and Sears' and Administrator's decisions, which are final and binding in all matters related to this Casting Call. Being selected as a Candidate (defined below) in the Casting Call is contingent upon fulfilling all requirements set forth herein.

4. Timing: The Casting Call begins on August 20, 2010 at 2:00 p.m. Eastern Time ("ET"), ends on October 7, 2010 at 11:59 p.m. ET (the "Audition Period") and consists of three (3) phases as set forth in the chart below.

Phase	Start Date (at 12:00 a.m. ET)	End Date (at 11:59 p.m. ET)
Audition Submission	August 20, 2010	September 14, 2010
Candidate Selection	September 17, 2010	September 30, 2010
Candidate Announcement	October 7, 2010

Administrator's computer is the official time-keeping device for the Casting Call.

5. How to submit Your Auditon Video: During the Audition Submission Phase, visit www.sears.com/bethesanta (the "Website") and follow the links and instructions to complete and submit the registration form, including a valid home address. P.O. Boxes are not permitted. Then, follow the directions to select one (1) of the following five (5) Santa types (each, a "Santa Type") you most associate with:

Santa Type	Role Description
savvysanta	Always organized. Always ahead of the game. Everyone knows one of these Santas. She's the Queen of the coupon code. Getting the best gifts at the best prices. And she does it before most of us even get our decorations up—leaving her plenty of time to direct the school Christmas play, schedule the neighborhood cookie exchange, or create hand-made wrapping paper.
santamazing	There's one of these in every family. The guy who lives to give. His mission is to blow people away with the biggest, baddest, most jaw-dropping gifts around. He finds out what everyone's wishing for most, then somehow finds a way to get it under the tree.
powersanta	Not even Turkey Day tryptophan slows this Santa down. For the powersanta, shopping is a sport. A sport to be won. So they're always up at 2AM for doorbusters. Or first in the queue for Cyber Monday. Because this Santa is locked into one thing only - finding the most amazing deals on the most sought after gifts. Look out Christmas.
santabulous	The diva of Christmas. She looks fabulous. She gives fabulous. Inspired by the hottest styles of the season, she makes sure everyone on her list looks great. And while she's shopping for others, she's never afraid to pick up a few must-haves for herself. Because if you must be dashing through the holidays, you might as well do it in a pair of amazing boots.
procrastisanta	We all have 365 days to prepare for Christmas. This Santa is usually super busy for the first 363 of them. It's not like he doesn't enjoy Christmas. He just doesn't like shopping. So he's perfected the art of cramming months and months of thoughtfulness into 48 hours.

After selecting the Santa Type you most associate with, upload one (1) video explaining why you should be picked to represent the Santa Type you selected, hereafter referred to as your audition ("Audition"). Sears may also elect to have members of the general public go to the Website and vote on which participant and/or Candidate's Audition is their favorite, and/or invite other feedback from the public as to said Audition. Votes, feedback or other input submitted by the general public shall have no input into the selection of the Candidates, which selections shall be conducted by Sears, in its sole discretion. By uploading your Audition, you agree that your Audition conforms to the Video Guidelines and Content Restrictions as defined below (collectively, the "Guidelines and Restrictions") and that Sears, in its sole discretion, may remove your Audition and remove you from consideration in the Casting Call if it believes, in its sole discretion, that your Audition fails to conform to the Guidelines and Restrictions.

Video Guidelines:

Video file must be 100 mb or smaller and submitted in one of the following formats: AVI, MOV, WMV, MP4, MPEG, FLV, 3GP, and 3G2
The Audition must not exceed sixty (60) seconds in length;
The Audition must not exceed one hundred (100) MB in size; and
The Audition cannot have been submitted previously in a casting call/audition or promotion of any kind or exhibited or displayed publicly through any means.

Content Restrictions:

The Audition must not contain material that violates or infringes another's rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement;
The Audition must not disparage Sears, Administrator or any other person or party affiliated with the Promotion;
The Audition must not contain brand names or trademarks other than those owned by Sears, which participant has a limited license to use to incorporate in his/her Audition in this Casting Call;
The Audition must not contain images or artwork not created by participant;
The Audition must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous;
The Audition must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; and
The Audition must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any state where Audition is created.

Limit: Each participant may upload one (1) Audition Santa Type during the Audition Submission Phase. Participants who participated in one of the live casting call events in Los Angeles, Chicago or New York are not permitted to submit an Audition during the Audition Submission Phase. Auditions received from any person or email address in excess of the stated limit will be void. Auditions generated by script, macro or other automated means are void. Participant must have permission from all individuals that appear in the Audition (if any) to use their name and likeness in the Audition and to grant the rights set forth herein. If requested, participant must be able to provide such permissions in a form acceptable to Sears. Uploading an Audition constitutes participant's consent to give Sears a royalty-free, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such Auditions in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for promotional or marketing purposes. If requested, participant will sign any documentation that may be required for Sears or its designees to make use of the non-exclusive rights participant is granting to use the Audition. Released Parties (as defined in Section 9, below) are not responsible for lost, late, stolen, damaged, incomplete, invalid, un-intelligible, garbled, delayed or misdirected Auditions; all of which will be void.

In the event of a dispute as to any Audition, the authorized account holder of the email address used to register will be deemed to be the participant and must comply with these Terms and Conditions. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Each participant may be required to show proof of being an authorized account holder.

6. Candidate Determination: During the Candidate Selection Phase, Sears in its sole discretion will select the five (5) participants (one (1) per Santa Type) with the best Auditions (the "Candidates") from among all eligible Auditions (including those Auditions collected during the live casting call events held in Los Angeles, Chicago or New York) based on which Auditions Sears believes best fit the Sears brand. Sears reserves the right to select fewer than five (5) Candidates, or no candidates, if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Auditions.

7. Candidate Requirements: Potential Candidates will be notified by email, mail or phone between September 15 and September 23, 2010. Each potential Candidate will be required to sign and return an Affidavit of Eligibility, Liability & Publicity Release and any other documentation required by Sears to allow Candidates to perform as an actor/actress/model for Sears (collectively "Documentation"), which must be received by Administrator within ten (10) days of the date notice or attempted notice is sent, in order to accept his/her role. In addition, each Candidate will be required to undergo a background security check and be approved by Sears in order to be confirmed for the role. If a potential Candidate cannot be contacted, fails to execute and return the Documentation within the required time period, fails to complete or pass the background check, or does not comply with these Terms and Conditions, potential Candidate forfeits the opportunity to be selected for the role and may be eliminated from consideration. If a potential Candidate is disqualified for any reason, the role may be awarded to a runner-up, if any, in Sears' sole discretion. Acceptance of any role shall constitute and signify Candidate's agreement and consent that Sears and its designees may use the Candidate's name, city, state, likeness, Audition and/or role information in connection with the Casting Call for promotional, advertising or other purposes, worldwide, in any and all media now known or hereafter devised, including the Internet, without limitation and without further payment, notification, permission or other consideration, except where prohibited by law. In the event that the Sears' use of the Audition, or any Candidate's participation in any commercial shoot that is part of the role, or Sears' use of any materials produced from the product of such Candidate's performance at any commercial shoot that is part of the role, falls under the jurisdiction of any guild or union each such Candidate agrees to accept the minimum scale payments set forth in the applicable guild or union agreement. In addition, and if requested by Sears, each Candidate agrees to execute any applicable union or guild contracts and any other agreement in connection with such Candidate's services at the commercial shoot as requested by Sears. Such agreements will include, among other terms, the following: During the period commencing on the date of submission of the Audition and ending eighteen (18) months thereafter (the "Exclusivity Period"), you will not authorize nor permit (nor have you authorized prior to the Exclusivity Period, which authority is still in effect) the use of your name, picture, image, likeness or voice, nor will you render any services, give any testimonials or endorsements in any advertising in any media, nor engage in any promotional activities, in connection with (a) any other retailer and/or (b) any product or service that in its advertising or publicity denigrates Sears or its products or services. In the event that any Candidate is unable to enter into such agreements, he/she will forfeit the role and an alternate participant will be selected in his/her place in accordance with these rules. Without limiting the generality of these Terms and Conditions, Candidate shall irrevocably grant, transfer, convey and assign to Sears the entirety of the rights in and to the Audition and all renewals and extensions of copyright, and the right to secure copyright registrations thereto in perpetuity including, without limitation, the rights to use the Audition for any and all purposes in any and all media (including, without limitation in television commercials and in stores) whether now known or hereafter developed, on a worldwide basis, in perpetuity. Candidate accepts and acknowledges that Sears shall not be obligated to use the Audition or the materials produced from the product of any Candidate's performance at any commercial shoot and that Sears in its sole discretion shall have the right to refrain from using the Audition or the materials produced from the product of any Candidate's performance at any commercial shoot. Sears shall not incur any liability whatsoever to the extent Sears chooses to refrain from any exploitation of its rights hereunder. Candidate will indemnify Sears, Released Parties (as defined in Section 9, below) and any licensee of Sears against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms.

8. Role: FIVE (5) ROLES: Each Candidate who is selected by Sears will be offered the opportunity to serve as a "Santa for the Season" for at least four (4) months. Each "Santa for the Season" will be required to participate in a series of television, video and print commercial shoots to create an advertising campaign for Sears that will be featured in advertising that appears in-store, online, on-air and in various print formats throughout the 2010 Holiday Season and may be required to make a number of public appearances as determined by Sears in its sole discretion. The commercial shoots will take place during five (5) 12-hour shoot days at a location determined by Sears in its sole discretion. Sears will provide travel and accommodations for Candidates during the commercial shoots and any public appearances. Candidates will receive approximately $50,000 for working as a "Santa for the Season". The actual amount paid to each Candidate will be calculated based on the actual number of hours of work performed by each Candidate (inclusive of travel time) and the minimum scale payments set forth in the applicable guild or union agreement entered into by the Candidates. Sears, or its authorized agent, may revoke the role prior to the signature of any employment or other participation agreement and may subsequently award the role to an alternate participant at any time and for any reason including, but not limited to, inappropriate behavior by the Candidate, failure of the Candidate to appropriately represent Sears' brand or embody brand ideals or injury, illness and/or death.

For Any Required Travel Components: Sears reserves the right to structure all travel reservations and all details of public appearances and commercial shoots including, but not limited to date, location, time and publication specifics in its sole discretion. Candidate must travel on the dates determined by Sears in its sole discretion or role may be forfeited. In the event the Candidate cannot travel during the dates designated by Sears, Sears may select another Candidate. Travel must be roundtrip. Sears will determine airline, flight itinerary and hotel accommodations in its sole discretion. No refund or compensation will be made in the event of the cancellation or delay of any flight. Travel and accommodations are subject to availability. Travel is subject to the terms and conditions set forth in this Casting Call, and those set forth by Sears' airline carrier of choice as detailed in the passenger ticket contract. All expenses and incidental travel costs not expressly detailed to Candidate by Sears, including but not limited to, ground transportation, meals, incidentals, passenger tariffs or duties, airline fees, surcharges, airport fees, service charges or facility charges, personal charges at lodging, security fees, taxes or other expenses are the responsibility solely of Candidate. Travel restrictions, conditions and limitations may apply. If in the judgment of Sears air travel is not required due to Candidate's proximity to public appearance or commercial shoot locations, ground transportation will be substituted for roundtrip air travel at Sears' sole discretion.

9. Release: By receipt of any role, Candidate agrees to release and hold harmless Sears, Votigo, Young & Rubicam, Administrator and their respective subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and role suppliers, and each of their respective parent companies and each such company's officers, directors, employees and agents (collectively, the "Released Parties") from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Casting Call or any role.

10. General Conditions: Sears reserves the right to cancel, suspend and/or modify the Casting Call, or any part of it, if any fraud, technical failures or any other factor impairs the integrity or proper functioning of the Casting Call, as determined by Sears in its sole discretion. If terminated Sears may, in its sole discretion, determine the Candidates from among all non-suspect, eligible Auditions received up to time of such action in its sole discretion. Sears, in its sole discretion, reserves the right to disqualify any individual it finds to be tampering with the Audition process or the operation of the Casting Call or to be acting in violation of these Terms and Conditions or in an unsportsmanlike or disruptive manner and void all associated Auditions. Any attempt by any person to deliberately undermine the legitimate operation of the Casting Call may be a violation of criminal and civil law, and, should such an attempt be made, Sears reserves the right to seek damages and other remedies (including attorneys' fees) from any such person to the fullest extent permitted by law. Sears' failure to enforce any term of these Terms and Conditions shall not constitute a waiver of that provision.

11. Limitations of Liability: Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by participant, printing, typographical or other errors or by any of the equipment or programming associated with or utilized in the Casting Call; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the Audition process or the Casting Call; (4) printing, typographical, technical, computer, network or human error which may occur in the administration of the Casting Call, the uploading, the processing or judging of Auditions, the announcement of the Candidates or in any Casting Call-related materials; (5) late, lost, undeliverable, damaged or stolen mail; or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from participation in the Casting Call or receipt or acceptance of any role (including any travel/activity related thereto). Released Parties are not responsible for misdirected or undeliverable Auditions or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. Released Parties are not responsible for any unauthorized third party use of any Audition.

12. Disputes: Except where prohibited, participant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Casting Call or any role awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Eastern District of Michigan (Southern Division) or the appropriate Michigan State Court located in Oakland County, Michigan; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Casting Call, but in no event attorneys' fees; and (3) under no circumstances will participant be permitted to obtain awards for, and participant 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 Terms and Conditions, or the rights and obligations of the participant and Sears in connection with the Casting Call, shall be governed by, and construed in accordance with, the laws of the State of Michigan without giving effect to any choice of law or conflict of law rules (whether of the State of Michigan or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Michigan.

13. Participant's Personal Information: Information collected from participant is subject to ePrize, LLC's Privacy Policy http://www.erole.com/privacy-policy and Sears' Privacy Policy http://www.sears.com/shc/s/nb_10153_12605_NB_CSprivacy and any Terms of Use set forth at Sears.com to the extent that they are not in conflict with the Submission Guidelines set forth in these terms and conditions.