MAKE YOUR MARK: SHAKE IT UP DANCE OFF
2012 ONLINE AUDITION PROCEDURES ("Procedures")

NO PURCHASE NECESSARY

1. OVERVIEW: Disney Online ("Organizer"), 500 S. Buena Vista Street, Burbank, California 91521, is holding an online audition ("Audition") at http://www.DisneyChannel.com/DanceOff ("Website") to cast up to ten (10) semi finalist dance acts (each a "Semi-Finalist") to compete in a televised dance competition currently called Disney Channel's Make Your Mark: Shake It Up Dance Off ("TV Dance Off Contest"), currently scheduled to be conducted in Los Angeles, California in early October, 2012. Through this Audition, the producers of the TV Dance Off Contest ("Producers") will cast up to ten (10) Semi-Finalists, each comprised of one (1) to five (5) dancers, to compete in the TV Dance Off Contest for a grand prize that includes an appearance by the winning dance act in an episode of the Disney Channel show "Shake it Up". The TV Dance Off Contest will be governed by contest rules to be available online no later than October 1, 2012 at http://www.DisneyChannel.com/DanceOff. For this Audition, Organizer will post Do's and Don'ts on the Website ("Do's and Don'ts", which are incorporated into these Procedures by reference) for you to create and submit a user-generated online audition video (along with accompanying information, a "Video") of an original dance exhibition performed by you and up to four (4) other dancers (collectively, a "Dance Act" and each dancer, a "Dancer") to music downloaded as a digital file from the Website ("Song Material"). Appropriate travel and lodging arrangements and other consideration will be provided for Semi-Finalist dancer(s) and one parent/legal guardian for each ("Parent") as described in Section I below. Organizer is solely responsible for all aspects of this Audition.


2. WHAT THE PRODUCERS ARE LOOKING FOR: Your Video should utilize original, creative choreography and showcase the technique, artistry, personality and television appeal of the Dancer(s). If your Dance Act contains multiple Dancers, the ability of the Dancers to work well as a group should also be demonstrated. With absolute discretion in casting the Semi-Finalists, the Producers are generally seeking a diverse group (1 to 5 dancers per group) of up to ten (10) Dance Acts.


3. AUDITION SCHEDULE: The applicable dates, times and deadlines for the Audition are as follows:
   
   
   • June 29, 2012 (on or about 12:01 PM) — August 6, 2012 (4:59 PM): Audition Period
   • September 13, 2012: Producer Review Complete
   • September 14, 2012: Up to ten (10) Semi-Finalists Announced
   
   For purposes of these Procedures, all times and days are Pacific Time. Organizer's computer is the official time keeping device for this Audition.
   
   The dates and times set forth above are subject to change in Organizer's sole discretion. In the event of any change, notice of the revised date and/or time will be posted on the Website.


4. ELIGIBILITY: To be eligible to participate in this Audition, each Dancer appearing in your Video must, at the time the Video is submitted:
   
   
   1. Not be younger than eight (8) years old, nor older than sixteen (16) years old;
   2. Be a legal resident of, and physically residing in, the fifty (50) United States or the District of Columbia ("Territory");
   3. Not be an employee of the Organizer; its parent, affiliate, subsidiary company or its advertising or promotion agency involved in this Audition, nor a member of the household or immediate family of such employee;
   4. Not have any existing written agreements which could prohibit him or her from fully participating in the Audition, the TV Dance Off Contest or appearance on Shake it Up. The Producers retain the right to determine in their sole discretion if an existing agreement represents a conflict and to allow a Dancer to participate.
   
   To be eligible to submit a Video (thereby becoming a "Submitter"), in addition to the Dancer eligibility requirements above, the Submitter must also:
   
   
   1. Be a registered member of Disney.com (each a "Member");
   2. Establish or possess an upload account ("Upload Account") on the Website in accordance with Section F below;
   
   Registering as a Member and creating an Upload Account are both free of charge. Void where prohibited by law.
   
   There is no guarantee that your audition will be viewed by the Producers and your participation is subject to all eligibility and disqualification provisions set forth in these Procedures and the Website's Terms of Use ("TOU") currently located at http://corporate.disney.go.com/corporate/terms.html


5. AUDITION VIDEO REQUIREMENTS: All Videos must meet the following requirements and specifications to be eligible:
   
   
   1. Videos may be no longer than forty-five (45) seconds (30 seconds of which shall be the Song Material).
   2. Including you, no more than five (5) eligible Dancers may appear in the Video.
   3. The Video must be authorized. This means that you must have the legal right and any and all permissions necessary to submit the Video into the Audition from all persons appearing in the Video. By submitting the Video, you hereby represent that you have all rights necessary to submit the Video through the Website and to grant to Organizer the rights set forth in these Procedures and the TOU.
   4. With the exception of any Song Material, the Video must be your original work, and, must not infringe the copyright, trademark, privacy, publicity or other intellectual property rights of any person or entity.
   5. The Video, with the exception of any Song Material, must not contain any music.
   6. The Video must meet all specifications set forth by Organizer on the Website, including format, maximum duration and file-size, and those described in the Procedures.
   7. The Video must not, in the sole discretion of Organizer, contain any sexually explicit, disparaging, defamatory, libelous, obscene or other inappropriate content.
   8. The Video must not violate these Procedures or any of the TOU.
   9. All Videos must be received during the Audition Period. Any Video received after the Audition Period will not be considered. Proof of submitting a Video does not constitute proof of receipt of such submission to the Audition.
   10. There is a limit of twenty (20) Videos per Member for the Audition, however, each Video must be unique and any duplicate or materially similar Videos - to be determined in Producers' sole discretion - may be disqualified. If you attempt or are suspected of attempting (in the sole discretion of Organizer) to circumvent this limitation by any means, including but not limited to establishing multiple email accounts, you may be disqualified from the Audition. In the event that the same Video is received from more than one (1) Submitter, only the first Video received will be accepted.
   11. With the exception of any Song Material incorporated in the Video in accordance with the Procedures, you represent and warrant that: (i) you are the sole and exclusive creator and owner of the Video, and all rights thereto; (ii) you have the full and exclusive right, power and authority to submit the Video to Organizer upon the terms and conditions set forth herein; (iii) no part of the Video has been published; (iv) no rights in the Video have previously been granted to any person, firm, corporation or other entity or otherwise exercised or exploited; (v) the full use of the Video or any part thereof will not in any way violate or infringe upon any copyright (statutory or otherwise), constitute a libel or defamation of or an invasion of the rights of privacy or publicity of, or otherwise violate or infringe upon any other personal, property or other rights of any person, firm, corporation or other entity or subject Organizer to any costs or liability of any kind or nature whatsoever.


6. HOW TO SUBMIT A VIDEO AND CREATE AN UPLOAD ACCOUNT: Once you have created your Video, you must log into your Disney account with your Member Name and Password. If you are not a Member, you may become a Member free of charge by following the Procedures in Section G below. If you are 13 or older, you will be asked to agree to create an Upload Account if you haven't done so already. In doing so, you will also be agreeing to the TOU and to these Procedures, if there are people besides you appearing in the Video, you will be agreeing that you have obtained the permission of each person appearing in the Video and that any such person agrees to appear in the Video. Furthermore, you grant Organizer permission to email your email address in connection with anything discussed in these Procedures including, without limitation, the possible use in any media of any Video submitted by you. Thereafter, an email will be sent to you which will contain a link that you must click in order to validate your email address and create the Upload Account. If these steps are not taken, an Upload Account will not be created and the Video cannot be submitted to the Audition.
   
   If you are younger than 13, you will also be asked to agree to create an Upload Account if you haven't done so already. In doing so, you will also be agreeing to the TOU, to these Procedures, and, if there are people besides you appearing in the Video, you will be agreeing that you have obtained the permission of each person appearing in the Video and that any such person agrees to appear in the Video. An email will then be sent to your Parent's email address, which will instruct your Parent to click the link in the email in order to create an Upload Account for you and to validate your Parent's email address. In doing so, your Parent also agrees to the TOU and these Procedures on behalf of himself/herself and on your behalf, and grants Organizer permission to email your Parent's email address in connection with anything discussed in these Procedures including, without limitation, the possible use in any media of any Video submitted by you. If your Parent does not take these steps, an Upload Account will not be created for you and your Video cannot be submitted to the Audition.


7. HOW TO REGISTER: If you are not a Member, you may become a Member free of charge by visiting the Website and registering by providing the requested information on the Registration Form through the "Sign Up" link on the Website. Upon becoming a Member, you may participate in the Audition by following the Procedures in Section F above. If you are a Parent of a child under the age of 13, you will be sent an email notifying you of your child's registration. No response by you to the email is required for your child to register on the Website, however, if you do not want your child to register, you may click on a link in the email and complete the steps required to cancel your child's registration and delete the child's information. Normal Internet access and usage charges imposed by your on-line service provider will apply. It is your sole responsibility to notify the Organizer if you as a Submitter or Parent change email address ("Address"). To do so, you must go to http://disney.go.com/youraccount/, log into your Website account using your Member Name and Password, click on "Manage Your Account" then "Account Details" and follow the Procedures on how to change the Address. Members will be required to click where indicated to signify that they accept and agree to be bound by the TOU, these Procedures and the decisions of the Producers and Organizer; which are final and binding in all respects. In the event of any discrepancy or inconsistency between the terms of these Procedures and the Website's privacy policy, the terms of these Procedures shall govern. In the event of any discrepancy or inconsistency between the terms of these Procedures and the TOU, the TOU shall govern.


8. ORGANIZER'S RIGHT TO DISQUALIFY: Organizer will provide travel arrangements for a trip for each Dancer plus one (1) Parent per Dancer ("Group") to Los Angeles, California (the "City") at Organizer-selected time to be determined but currently scheduled for October 2012 consisting of the following elements for the Group ("Trip"): [1] Organizer-selected lodging accommodations of a size appropriate for the Group; [2] ground transportation for activities related to the TV Dance Off Contest (and Shake it Up for winner); [3] if a particular Semi-Finalist resides more than two hundred fifty (250) miles from the City, round-trip coach air transportation on a Organizer-selected carrier between a Organizer-selected major metropolitan airport near Semi-Finalist's residence ("Airport of Origin") and a Organizer-selected major airport in or near the City, and [4] airport/hotel transfers. All expenses not specifically mentioned herein are not included and are solely the Semi-Finalist's responsibility, including but not limited to: transportation to the City if a Semi-Finalist resides two hundred fifty (250) miles or less from the City, round trip transportation between the Semi-Finalist's residence and any Airport of Origin, beverages, fax, food, gratuities and tips, insurance, laundry service, merchandise, parking, room service, service charges, souvenirs and telephone calls. Airline carrier and hotel regulations and conditions apply. Travel and lodging are subject to availability, certain restrictions, blackout dates and Organizer's selection of travel dates. The Group must travel together on the same itinerary; and a Semi-Finalist Dancer may not participate in the Trip unless accompanied by his/her Parent as a member of the Group. As a condition of eligibility, all members of the Group will be required to execute and return a Release of Liability and any other paperwork required by Producer prior to ticketing. All members of the Group are solely responsible for obtaining any and all necessary travel documents (valid photo I.D., etc.) before departure. Any depiction of the Trip, TV Dance Off Contest or related elements is for illustrative purposes only. Organizer is under no obligation to cast any Semi-Finalists or provide travel and lodging arrangements.


9. TRAVEL AND LODGING: Organizer will provide travel arrangements for a trip for each Dancer plus one (1) Parent per Dancer ("Group") to the Los Angeles, California (the "City") at Organizer-selected time to be determined but currently scheduled for September or October, 2011 consisting of the following elements for the Group ("Trip"): [1] Organizer-selected lodging accommodations of a size appropriate for the Group; [2] ground transportation for activities related to the TV Dance-Off Contest and Shake it Up; [3] if Finalist Submitter resides more than two hundred fifty (250) miles from the City, round-trip coach air transportation on a Organizer-selected carrier between a Organizer-selected major metropolitan airport near Finalist's residence ("Airport of Origin") and a Organizer-selected major airport in or near the City, and [4] airport/hotel transfers. All expenses not specifically mentioned herein are not included and are solely the Finalist's responsibility, including but not limited to: transportation to the City if a Finalist Submitter resides two hundred fifty (250) miles or less from the City, round trip transportation between the Finalist's residence and any airport of origin, beverages, fax, food, gratuities and tips, insurance, laundry service, merchandise, parking, room service, service charges, souvenirs and telephone calls. Airline carrier and hotel regulations and conditions apply. Travel and lodging are subject to availability, certain restrictions, blackout dates and Organizer's selection of travel dates. The Group must travel together on the same itinerary; and a Minor may not participate in the Trip unless accompanied by his/her Parent as a member of the Group. As a condition of eligibility, all members of the Group will be required to execute and return a Release of Liability prior to ticketing. All members of the Group are solely responsible for obtaining any and all necessary travel documents (valid photo I.D., etc.) before departure.
   
   Any depiction of the Trip, TV Dance-Off Contest or related elements is for illustrative purposes only. Organizer is under no obligation to cast any Finalists or provide travel and lodging arrangements.


10. SEMI-FINALIST CONDITIONS: ny federal, state and local taxes that may be incurred as a result of being cast as a Semi-Finalist Dancer are the sole responsibility of each Semi-Finalist Dancer. All Semi-Finalist Dancers are subject to verification of eligibility and compliance with these Procedures and the TOU. Since all Semi-Finalists will be minors, any consideration will be bestowed for the benefit of each Semi-Finalist Dancer to his/her Parent, who will be solely responsible on behalf of the Semi-Finalist Dancer for all applicable documentation and taxes. All potential Semi-Finalists will be notified by email to their Addresses by September 14, 2011. At the sole discretion of the Organizer, disqualification and the casting of an alternate Semi-Finalist may result from any of the following, without limitation: [1] potential Semi-Finalist's failure to respond positively to notification within forty-eight (48) hours after its transmission; [2] the return of an email notification as undeliverable after three (3) attempts; [3] potential Semi-Finalist's failure to provide Organizer with satisfactory proof of age, identity, residency and Dancer clearances; [4] potential Semi-Finalist's failure to execute and return by U.S. Mail or overnight delivery service all Organizer-requested documents (collectively, "Affidavits") within three (3) days after receipt; [5] potential Semi-Finalist's failure to be available to make the Trip on Organizer's schedule; [6] potential Semi-Finalist's failure to accept the rules of the TV Dance Off Contest [7] potential Semi-Finalist's failure to obtain work permits, if required, and [8] any other non-compliance with these Procedures or TOU. Organizer may require signed Affidavits to be notarized and background and/or personal records check for potential Semi-Finalists, and the Parents of each potential Semi-Finalist Dancer at its sole discretion. In the event of a disqualification, termination or forfeiture, the Organizer may, in its sole discretion, cast or not cast, an alternate Semi-Finalist.


11. GENERAL TERMS:
    
    
    1. Disputes Over Semi-Finalist's Identity: In the event of a dispute as to the identity of a Semi-Finalist based on the Address, the Video will be declared made by the Authorized Account Holder of the Address. For purposes of these Procedures, "Authorized Account Holder" is defined as the natural person who is assigned to an Address by an Internet access provider, online service provider or other organization (e.g., business, educational, institution, etc.) that is responsible for assigning Addresses for the domain associated with the submitted Address.
    2. Name and Likeness: By participating in the Audition and, you grant to Organizer and its advertising and promotion agencies, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide: (1) right to use the names, likenesses, voices and biographical information, of all persons appearing in the Videos, and the Videos and any other material submitted in connection with the Audition, and (2) license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify (including removing lyrics and music from any Video or substituting the lyrics and music in any Video with music and lyrics selected by us), create derivative works based upon, perform and otherwise exploit such Video, in whole or in part, unless prohibited by law. All rights granted to Organizer in this paragraph shall be in all media formats and channels now known or hereafter devised (including on Organizers web sites, on third party web sites, on our broadcast and cable networks and stations, on our broadband and wireless platforms, products and services, on physical media, and in theatrical release) for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity.
    3. Not Responsible for Errors or Videos not Received: Organizer is not responsible for any typographical or other errors in the printing of the offer, administration of the Audition or the announcement of the Semi-Finalists, or for lost, late, misdirected, damaged, incomplete or illegal Videos.
    4. Comments: you agree that Organizer, and its third-party vendors engaged to implement this Audition are authorized to display on the Website in connection with the Audition and thereafter the Videos and any public ratings, votes and comments pertaining to the Videos.
    5. You hereby release and hold harmless Organizer, its parents, divisions and subsidiaries, and their respective agents, affiliates (including, without limitation, ABC Cable Networks Group), employees, officers, directors, shareholders, representatives and independent contractors (the "Released Parties") from any and all claims, demands, losses and liabilities arising out of your participation in the Audition and/or acceptance of any role.
    6. You agree to indemnify and hold harmless the Released Parties from and against any and all claims, liabilities (including, but not limited to, attorneys' and experts' fees, costs and disbursements), demands and actions of every kind and nature, whether or not now known or suspected (collectively, "Claims"), arising out of or in connection with (I) your participation in the Audition; (ii) any Video submitted by you (including, but not limited to, any and all claims of third parties, whether or not groundless, based on the Video of such material); (iii) any posting by you on Organizer's site; (iv) the use by Released Parties of any of the rights granted by you in connection with the Audition; and (ii) any breach by you of any warranty, agreement or representation contained in these Procedures or TOU or in any documentation submitted by you.


12. GOVERNING LAW: All issues and questions of your rights and obligations in connection with this Audition shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of laws rules thereof and any matters or proceedings which are not subject to arbitration as set forth in these Rules and/or for entering any judgment on an arbitration award, shall take place in the State of California, in the city of Los Angeles. Any legal controversy or legal claim arising out of or relating to these Rules or this Audition, shall be settled by binding arbitration in accordance with the terms set forth in the TOU.



13. SEMI-FINALISTS LIST: For a copy of the Procedures and/or a list of names of Semi-Finalists, send a separate, stamped, self-addressed envelope to: Make Your Mark, c/o Ventura Associates, 60 East 42nd. Street, Suite 650, Dept. LM, NY, NY 10165., Requests must be received no later than November 1, 2012.

• DO get your parent's permission
  Each dancer must get permission from a parent, before shooting the video.
• DO protect your privacy
  Say only your first name and home state.
• DO be original
  Apart from the provided song clips, no singing or other music is allowed.
• DO be age appropriate
  All dancers must be between the ages of 8 and 16.

• DON'T show any prominent brands or logos
  That means no prominent use of brands on your clothes, sneakers, in the background, or anywhere.
• DON'T break the stage
  Keep the number of dancers, including yourself, to 5 max.
• DON'T be rude or reckless
  Don't use any bad language, rude gestures, and, for everyone's safety, don't try any risky moves.
• DON'T get too long...
  45 SECONDS max!

• Shoot in Widescreen
  Make sure to hold the camera so your video comes our wider instead of taller. And be sure we can see all of your dance moves, so don't cut off your head or feet!
• Be bright
  Use sunlight, lightbulbs, whatever! Shoot in lots of light coming from behind the camera and shining on you, the star!
• Stay focused
  Make sure your dancing shines! Focus your great performance, and avoid distracting camera work and editing.