PRELIMINARY INFORMATION:  NO PURCHASE NECESSARY. A purchase will not improve your chances of winning. Void where prohibited. The Jimmy Fallon: Play Guitar With Pavement (“Contest”) will begin on September 1, 2010 at 12:30 AM ET and end on September 8, 2010 at 1:35 AM PT (“Contest Period”).  Times in the Contest refer to Eastern Time (“ET”) or Pacific Time (“PT”) .  Contest is subject all applicable federal, state and local laws.

ELIGIBILITY: Open only to permanent, legal U.S. residents who are physically residing in one (1) of the forty-eight (48) continental United States and the District of Columbia (excluding Alaska, Hawaii, Puerto Rico, Guam, the Virgin Islands and other United States territories), and who are eighteen (18) years of age or older as of the start of the Contest Period.  Officers, directors, and employees of Contest Entities (as defined below), members of these persons’ immediate families (spouses and/or parents, children, and siblings, and their spouses, regardless of where they reside), and/or persons living in the same households as these persons (whether or not related thereto) are not eligible to enter or win the Contest.  Contest Entities, as referenced herein, shall include Sponsors (as defined below) and their respective parent, subsidiary, and affiliate companies, and administrative, advertising, and promotion agencies, and any other entity involved in the development, administration, promotion, or implementation of the Contest.

TO ENTER: To enter the Contest, log on to www.latenightwithjimmyfallon.com (the “Website”) during the Contest Period, click on the Contest banner, and follow the provided instructions to complete and thereafter submit the entry form, which includes your name, address, telephone number, email address, and date of birth (the “Entry”). As part of the Entry, you will also be required to: (a) choose a Pavement song from the list  (the “Song”), which is provided on the Website; (b) videotape yourself performing a “cover” version of chosen Song with guitar (the “Video”); and (c) submit the Video as part of your Entry according to the instructions provided on the Website.  The Video must be in one of the following electronic formats: MPEG (.mpg), QuickTime (.mov), AVI (.avi), Windows Media (.wmv), Flash Video (.flv), and Real Media (.rm). The Video must be no larger than one hundred (100) MB in size and no longer than 90 (90) seconds in length.  If Video exceeds sixty (90) seconds in length, only the first ninety (90) seconds will be judged.  The Video cannot have been created professionally. The Song must be created solely by the submitting entrant, and must not have been submitted in any other competition.  You and up to three (3) other person may appear in your Video although only You as guitarist will be eligible for Prize. You must have the permission of any other person appearing in your Video and such person must meet all of the eligibility requirements outlined above.  All Entries become the property of Late Night with Jimmy Fallon and NBC Universal, Inc., 30 Rockefeller Plaza, New York, NY 10112, (collectively, “Sponsors”), and will not be acknowledged or returned.

You must submit the Video as part of your Entry to enter and be eligible for the Contest.  By entering the Contest, entrants grant Sponsors the non-exclusive, royalty-free, and irrevocable rights to use, reproduce, copy, publish, display, distribute, perform, translate, edit, adapt, modify, and otherwise exploit the Video  (and all elements thereof) and to incorporate the Video in other works in any and all markets and media worldwide in perpetuity.  Entrants warrant that they have the sole and exclusive right to grant such rights to Sponsors and that the Sponsors' reproduction, publishing, displaying, and/or other use of the Video will not infringe on any rights of third parties, including, without limitation, copyright, trademark, privacy, or publicity, or create claims for defamation, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract.  Except for the Song, the Video may not contain any other music or intellectual property owned by third parties. If any Video contains material that is violent, pornographic, obscene, illegal, inappropriate, or racially or morally offensive or if any Video does not comply with these Official Rules or meet Sponsors’ standards for any reason, as determined by Sponsors in their sole discretion, such Video (and the related Entries) may be rejected as ineligible for consideration.  Entries must comply with all applicable laws, rules, and regulations.  Sponsors shall have no obligation to copy, publish, display, or otherwise exploit the Video.
 
Entries must be received before September 8, 2010 at 1:35 AM PT to be eligible for the Contest. Sponsors’ computer shall be the official timekeeper for all matters related to this Contest.  You may enter only once per day during the Contest Period, for a total of up to seven (7) entries. Multiple Entries received from any person or email address beyond this limit will void all such additional Entries. With respect to these Official Rules, a day shall commence at 12:00AM and end on the following day at 11:59PM.  Entries that are incomplete, garbled, corrupted, or unintelligible for any reason, including, but not limited to, computer or network malfunction or congestion, are void and will not be accepted.  In case of a dispute over 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” is defined as the person who is assigned to an email address by an Internet access provider, online service provider or other organization that is responsible for assigning email addresses for the domain associated with the submitted email address.  Entry constitutes permission (except where prohibited by law) to use entrant’s name, city, state, likeness, image, and/or voice 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, permission, or approval. 

JUDGING: On or about September 9, 2010, a panel of qualified judges selected by Sponsors (“Judges”) will review the eligible Entries received during the Contest Period and select  ten to twenty (10-20) Finalists (“Finalists”) based on the following judging criteria (“Judging Criteria”): Originality (50%) and Creativity (50%).
In the event of a tie, an additional tie-breaking judge will judge the tied Entries, using the Judging Criteria, to determine which of the tied entrants will be the potential Winner.  Decisions of Sponsors and Judges are final and binding with respect to all matters related to the Contest. Winning is subject to verification of eligibility. Potential Winner will be notified by email and/or phone. Potential Winner (or, if potential winner is a minor in his or her state of residence, his/her parent or legal guardian) may be required to execute and return an affidavit of eligibility, release of liability, and, except where prohibited, publicity release (collectively, “Contest Documents”) within two (2) days of such notification.  Noncompliance within this time period, with these Official Rules or the return of or inability to deliver any prize/prize notification may result in disqualification and, at Sponsors' discretion, and time permitting, an alternate potential Winner may be selected from among all eligible remaining Entries based on the Judging Criteria.  Sponsors reserve the right to pick no potential Winner, or to extend the Contest Period if in their sole discretion, Sponsors do not receive a sufficient number of eligible and qualified Entries.
           
PRIZE:  There will be one (1) prize awarded (the “Trip” or “Prize”), consisting of a trip for the Winner to New York, NY to attend a taping of The Jimmy Fallon Show (the “Show”) and perform with the band Pavement on the Show.  The Trip includes: 1) one round-trip coach class domestic air transportation (2) from a major U.S. gateway airport nearest Winner's residence (as determined by Sponsors in their sole discretion) to one of the major gateway airports nearest New York City (as determined by Sponsors in their sole discretion); 2) two (2) nights hotel accommodations in a New York City metropolitan area hotel (standard room, single occupancy), as determined by Sponsors in their sole discretion; 3) one (1) ticket to attend a taping of the Show scheduled to take place on September 23, 2010 (or on such other date as determined by Sponsors in their sole discretion); 4) round trip ground transportation between the airport and the hotel, and the hotel and the taping of the Show; and 5) if your really lucky a brand new guitar provided by another sponsor and signed by members of the band Pavement or as determined by Sponsors in their sole discretion.

Estimated Retail Value (“ERV”) of Prize is one thousand five hundred dollars ($1,500).  Actual value may vary depending on city of departure and dates of travel.

All details of Prize will be determined by Sponsors in their sole discretion.  Sponsors will furnish an Internal Revenue Service Form 1099 to Winner for the ERV of Prize for the tax year in which Prize was won.  Travel arrangements must be made through Sponsors’ agent, on a carrier of Sponsors’ choice. Winner and Guest must travel together on the same itinerary, including the same departure date and return date, and must have valid travel documents (e.g., valid government issued photo ID and/or passport) prior to departure.  Failure to secure the necessary travel documents will result in forfeiture of Prize and time permitting, an alternate Winner may be selected from the remaining eligible Entries based on the Judging Criteria at Sponsors’ sole discretion.  Sponsors reserve the right to substitute a similar Prize (or Prize element) of comparable or greater value. All taxes and other expenses, costs, or fees associated with the acceptance and/or use of Prize are the sole responsibility of Winner. Prize cannot be transferred by Winner or redeemed for cash and is valid only for the items detailed above, with no substitution of Prize by Winner. If Prize is unclaimed within a reasonable time after notification from Sponsors, as determined by Sponsors in their sole discretion, it will be forfeited, and time permitting, an alternate Winner may be selected from the remaining eligible Entries at Sponsors’ sole discretion.

Exact travel dates will be determined by Sponsors in their sole discretion.  If Winner is unable to travel during the dates specified by Sponsors, Prize will be forfeited and time permitting, Sponsors may, in their sole discretion award Prize to an alternate Winner selected from among all remaining eligible entries based on the Judging Criteria. Travel and hotel arrangements will be determined by Sponsors in their sole discretion.  Once determined, no change, extension, or substitution of travel dates and/or times is permitted, except by Sponsors in their sole discretion. Winner and Guest must travel together on the same itinerary.  Prize consists only of the elements set forth above.  No other travel elements (including, without limitation, ground transportation (except as listed above), insurance, gasoline, meals, gratuities, and souvenirs) are included in Prize.  All taxes and fees assessed at the time of ticketing are the responsibility of Winner.  Tickets are non-refundable.  Reservations are subject to availability.  Tickets are not valid for business-related or group travel.  Tickets are valid only for travel on airline chosen by Sponsors in their sole discretion.  Tickets will be issued only to Winner and Guest.  Tickets are void if sold for cash or other consideration.  Winner is responsible for any tax liability (including applicable departure taxes or fees, including baggage fees), inspection charges, and security charges.  Once issued, tickets are non-transferable and may not be reissued once travel has commenced.  Open tickets may not be issued and stopovers are not permitted.  Travel may not be combined with any other offer and may not qualify for frequent flyer miles or hotel points.  All travel will be at the risk of Winner and Guest.  Sponsors will not replace any lost or stolen tickets, vouchers, or certificates.  All elements of Prize must be redeemed at the same time.  In the event of an act of God or an unforeseen, uncontrollable event, Sponsors reserve the right to reschedule all travel for a later date. 

Sponsors shall have no responsibility or liability for cancellations, delays, or any other change by any company or person providing any element of Prize due to reasons beyond Sponsors’ control, and are not responsible or liable for any expenses incurred as a consequence thereof. Date and/or time of taping of the Show are subject to change.  Taping of the Show is subject to cancellation. Date and/or time of Show and/or Song performance is subject to change.  If the Show is not in production or is cancelled for any reason, or if the Song performance does not take place as scheduled for any reason, the remaining elements of Prize shall be awarded and shall constitute full satisfaction of Sponsors’ Prize obligation to Winner and no additional substitution or compensation will be awarded.  If Winner chooses to travel to New York City and/or attend the Show with no Guest, the remaining elements of Prize shall be awarded and shall constitute full satisfaction of Sponsors’ Prize obligation to Winner and no additional compensation will be awarded.  Guest may be required to execute and return a release of liability and, where legal, a publicity release (collectively, “Guest Documents”), which must be returned with the Contest Documents, or Guest portion of the Prize will be forfeited.

CONDITIONS: By entering the Contest, each entrant agrees for entrant and for entrant’s heirs, executors, and administrators (a) to release and hold harmless Contest Entities and their respective officers, directors, and employees (collectively, “Released Parties”) from any liability, illness, injury, death, loss, litigation, or damage that may occur, directly or indirectly, whether caused by negligence or not, from such entrant’s participation in the Contest and/or his/her acceptance, possession, use, or misuse of Prize or any portion thereof (including any travel related thereto); (b) to indemnify Released Parties from any and all liability resulting or arising from the Contest and to hereby acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to Prize, including express warranties provided exclusively by Prize supplier that are sent along with Prize; (c) if selected as a Winner, to the posting of such entrant’s name on the Website and the use by Released Parties of such name, voice, image, and/or likeness for publicity, promotional, and advertising purposes in any and all media now or hereafter known, throughout the world in perpetuity, without additional compensation, notification, permission, or approval, and, upon request, to the giving of consent (by such entrant’s parent or legal guardian if the entrant is a minor in his or her state of residence), in writing, to such use; and (d) to be bound by these Official Rules and to waive any right to claim any ambiguity or error therein or in the Contest itself, and to be bound by all decisions of the Sponsors, which are final and binding. Failure to comply with these conditions may result in disqualification from the Contest at Sponsors’ sole discretion.

ADDITIONAL TERMS: Sponsors reserve the right to permanently disqualify from any promotion any person they believe has intentionally violated these Official Rules.  Any attempt to deliberately damage the Contest or the operation thereof is unlawful and subject to legal action by Sponsors, who may seek damages to the fullest extent permitted by law. The failure of Sponsors to comply with any provision of these Official Rules due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of Sponsors (excepting compliance with applicable codes and regulations), or other “force majeure” event will not be considered a breach of these Official Rules.  Released Parties assume no responsibility for any injury or damage to entrants’ or to any other person’s computer relating to or resulting from entering or downloading materials or software in connection with the Contest. Released Parties are not responsible for telecommunications, network, electronic, technical, or computer failures of any kind; for inaccurate transcription of entry information; for errors in any promotional or marketing materials or in these Official Rules; for any human or electronic error; or for Entries that are stolen, misdirected, garbled, delayed, lost, late, damaged, or returned. Sponsors reserve the right to cancel, modify, or suspend the Contest or any element thereof (including, without limitation, these Official Rules) without notice in any manner and for any reason (including, without limitation, in the event of any unanticipated occurrence that is not fully addressed in these Official Rules).  In the event of cancellation, modification, or suspension, Sponsors reserve the right to select a Winner from among all eligible, non-suspect Entries received prior to the time of the event warranting such cancellation, modification, or suspension based on the Judging Criteria.  Notice of such cancellation, modification, or suspension will be posted on the Website.  Sponsors may prohibit any entrant or potential entrant from participating in the Contest, if such entrant or potential entrant shows a disregard for these Official Rules; acts with an intent to annoy, abuse, threaten, or harass any other entrant, Sponsors, or Sponsors’ agents or representatives; or behaves in any other disruptive manner (as determined by Sponsors in their sole discretion). 

DISPUTES:  The Contest is governed by, and will be construed in accordance with, the laws of the State of New York, and the forum and venue for any dispute shall be in New York, New York. If THE controversy or claim is not otherwise resolved through direct discussions or mediation, it shall THEN be resolved by FINAL AND binding arbitration administered by JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC., in accordance with its Streamlined Arbitration Rules and Procedures or subsequent versions thereof (“JAMS Rules”).  The JAMS Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be experienced and licensed to practice law in new york.  All proceedings brought pursuant to this paragraph will be conducted in the County of new york.  THE REMEDY FOR ANY CLAIM SHALL BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL ANY PARTY BE ENTITLED TO RECOVER PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ATTORNEY’S FEES OR OTHER SUCH RELATED COSTS OF BRINGING A CLAIM, OR TO RESCIND THIS AGREEMENT OR SEEK INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF.

WINNER ANNOUNCEMENT: For the name of the Winner, available after September 20, 2010, visit www.latenightwithjimmyfallon.com.