PICTURE CONTEST OFFICIAL RULES

These are the terms and conditions ("Official Rules") that apply to Comedy Central's Important Things Picture Contest (the "Contest") which is sponsored by Comedy Central, a programming channel operated by Comedy Partners ("CP"), a part of MTV Networks, a division of Viacom International Inc. and we will use the term "MTV Networks" to mean and refer to all of these business units and entities collectively. The Contest will be posted on http://www.comedycentral.com/shows/important_things/index.jhtml and on the Important Things with Demetri Martin fan site on Facebook (http://www.facebook.com/pages/Important-Things-with-Demetri-Martin/49404295985) (the "Websites") on or before the Entry Period (as defined in Section 2) commences. All determinations and decisions of CP in connection with the Contest and these Official Rules shall be final and binding for all purposes on all entrants, contestants, participants, winners and all other parties and CP has the sole and exclusive right to exercise its discretion and judgment in all matters regarding the administration, operation and conduct of the Contest. This Contest is void wherever prohibited or restricted by law.

1. Who is Eligible to Enter. You must live in Washington D.C. or the fifty (50) United States and be considered an adult in the city and/or state in which you are a legal resident, in order to enter, participate or win. You must also become a fan of the Important Things with Demetri Martin fan site on Facebook.com. A group is not permitted to enter or submit an entry in this Contest and any attempt to submit a Picture (as defined in Section 3(b) or otherwise enter the Contest by or on behalf of a group (e.g., multiple entrants) will subject the entry to disqualification.

Employees of MTV Networks and their respective affiliated companies, sponsors, subsidiaries, advertising agencies (and the immediate families and members of the same household of each of these) and/or any person who has won a Comedy Central national contest or sweepstakes in the past twelve (12) months prior to the commencement of the Entry Period of this Contest, are not eligible to enter, participate or win. By submitting an entry and/or participating in this Contest, entrants agree to comply with and be bound by these Official Rules and by the decisions of CP, which are final in all matters relating to this Contest.

The Weekly Winners and each entrant must comply with all laws, regulations and requirements that apply to him or her and to her or his participation, entry, submission, or selection as a Weekly Winner or the award of any prize. Any and all costs, expenses, liabilities and obligations incurred by anyone entering, participating, or winning are the sole responsibility of that person and not CP or MTV Networks.

2. When You Can Enter. The period during which Eligible Entries (defined in Section 3) may be submitted shall commence at 12:00 Noon, Eastern Time ("ET") on February 4, 2009 and end at 11:59:59 a.m. (ET) on March 31, 2009 (the "Entry Period"). Time of receipt of the Picture portion of an entry shall be the time when the Picture is actually received by CP, as recorded or documented by the Websites' operating systems. Proof that you uploaded or otherwise submitted an entry or Picture does not constitute proof or evidence that all or any portion of your entry was actually received by CP within the Entry Period. Eight (8) Weekly Winners will be chosen. See Paragraph 5 below for guidelines, instructions, and deadlines during the Entry Period.

3. What is an Eligible Entry. (a) An "Eligible Entry" means an entry submitted by an eligible person (See Section 1), which must comply with these Official Rules and include a Picture, submitted in accordance with the instructions provided in subparagraph 3(b) below. Any entry submitted by someone who is not eligible or that is incomplete, inaccurate, illegible, not viewable, not submitted during the Entry Period or in any way not in conformity or in compliance with all of the terms and conditions of these Official Rules is not an Eligible Entry and subject to disqualification by CP. Only one entry per person per day during the Entry Period will be accepted. All entries become the property of CP.

Each Eligible Entry must include a Picture, as described below:

(b) "Picture" means an original work, illustration, composition, or photograph. The term "original" in these Official Rules means the Picture was newly created by you, using your own ideas, language, content, images, text, graphics, animation, and other materials and none of it is copied, derived, translated, adapted or otherwise obtained or copied from anyone or anywhere else, regardless of the source, format or medium. Original also means that you, and no one else, have complete, sole, exclusive and unrestricted rights, title and interest in and to the Picture when you submit it to CP as part of your entry AND that you have the right and authority to give CP all of the rights in and to your Picture that are described in these Official Rules. If you cannot legally and properly represent to CP that your Picture is original, do not enter it into the Contest.

Pictures must conform to the current policies and requirements that apply to CP programming and materials, including, but not limited to, MTV Network's "Standards and Practices Guidelines". CP reserves the right to disqualify any Picture that does not conform to any of the foregoing requirements or CP may, in an effort to render the Picture conforming, either (i) request the entrant to modify and/or edit the Picture to render it conforming (in a manner, within a time period and subject to requirements specified by CP) or (ii) itself arrange to modify and/or edit the Picture which, by submitting a Picture, you grant CP the unrestricted and unconditional right to do. You understand none of these measures guarantees your Picture will conform or be considered an Eligible Entry, even if CP edits and/or modifies your Picture. The following policies and requirements are examples of those you must comply with when creating and submitting your Picture. Your Picture must NOT contain:

- any content which endorses or condones illegal drug use or alcohol abuse;
- any nudity, profanity or violence;
- any commercial endorsements;
- any derogatory characterization of an ethnic, racial, sexual or religious group;
- any display of physical injury, death or property damage or conduct or activity that could cause physical injury or property damage or that is reasonably likely to do so;
- any use (or display of use) of equipment, facilities or property in a manner not recommended or permitted by the owner or manufacturer or that would reasonably be considered unsafe;
- any content that displays, appears to display, encourages or implies activity or conduct that is otherwise unacceptable in reality;
- any unauthorized use of a service mark, trademark, brand, copyrighted work or any other property, tangible or intangible, or location or place or that would otherwise not be considered your original work;
- any unauthorized use of a name, person, location, graphic, picture, photo, animation, character, real or fictional, or any other use which may violate any rights of publicity, privacy or any other right of a third party;
- any other visual display, language or other content which is or could be considered illegal, in violation of the rights of any other person, company or business or which, in the judgment and sole discretion of CP, is deemed inappropriate for this Contest.

CP is not responsible for any entry that is not submitted within the Entry Period or received when required by these Official Rules or that is incorrect, incomplete, illegible, unreadable, unrecognizable or inaccurate regardless of the reason or cause and even if due to human or equipment failure on the part of CP, including, without limitation, malfunctions of telephones, networks, computer or communication systems, defects in material, media, digital file transfers (e.g., uploads or downloads), the Internet/World Wide Web, the Websites, messaging or other problems with services, service providers, carriers or anything else. CP is also not responsible for any loss or damage that may occur because of your participation, entry, attempted entry, winning or being awarded a prize in connection with this Contest.

4. How You Enter. Upload your completed Picture to http://www.facebook.com/pages/Important-Things-with-Demetri-Martin/49404295985 during the Entry Period.

5. Selection of Weekly Winners. (a) Judging Criteria: Eight (8) weekly winners (the "Weekly Winners") will be determined according to a judging process.

Here's how it works:

At the beginning of each Week (as set forth in Paragraph 5(b) below), the Websites will present fans with a weekly theme and will ask fans to enter an image that captures in the most creative, humorous, original, and intelligent way, the best interpretation of that week's theme. CP shall designate a panel of judges comprised of Comedy Central executives (the "Comedy Central Judges") who will review all Eligible Entries based on the following judging criteria: 20% creativity, 20% humor, 50% matching Comedy Central and Important Things with Demetri Martin sensibility, 10% originality, and any other criteria they deem reasonable and would generally use in evaluating materials for CP, in their professional judgment. (b) During the eight (8) week Entry Period, the Comedy Central Judges will select Eight (8) Eligible Entries as potential Weekly Winners, according to the schedule below:

Week 1: Pictures must be submitted between 2//09 through 2/11/09. Weekly Winner announced on or about 2/12/09.

Week 2: Pictures must be submitted between 2/12/09 through 2/18/09. Weekly Winner announced 2/19/09.

Week 3: Pictures must be submitted between 2/19/09 through 2/25/09. Weekly Winner announced 2/26/09.

Week 4: Pictures must be submitted between 2/26/09 through 3/04/09. Weekly Winner announced 3/05/09.

Week 5: Pictures must be submitted between 3/05/09 through 3/11/09. Weekly Winner announced 3/12/09.

Week 6: Pictures must be submitted between 3/12/09 through 3/18/09. Weekly Winner announced 3/19/09.

Week 7: Pictures must be submitted between 3/19/09 through 3/25/09. Weekly Winner announced 3/26/09.

Week 8: Pictures must be submitted between 3/26/09 through 4/1/09. Weekly Winner announced 4/02/09.

Each potential Weekly Winner must qualify and complete all the requirements of these Official Rules (including those in Section 6). In the event the selected potential Weekly Winner fails to qualify or complete the requirements necessary to be declared the Weekly Winner, for any reason, CP reserves the right to disqualify that selected entry and choose another potential Weekly Winner from among the remaining Eligible Entries. If any other determination or decision is necessary or appropriate regarding the conduct, administration, operation or any other aspect of the Contest, the decision of CP shall be final, binding and conclusive on all the parties for all purposes.

6. Prizes: Each Weekly Winner will be awarded One (1) Apple ipod Nano.

Taxes and other obligations which may arise from the receipt, award, benefit or use of any prize is the sole responsibility of the prize recipient.

In order to be declared a Weekly Winner, the entrant selected as the potential Weekly Winner must sign (a) an affidavit of eligibility and compliance with all of the terms and conditions of these Official Rules, and a comprehensive and complete release from liability in favor of MTV Networks, any and all sponsors and each of their respective corporate parents, partners, subsidiaries, affiliated entities, advertising agencies and the shareholders, officers, directors, employees and agents of each of the foregoing, from any and all liability, losses, claims, demands and causes of action, including, without limitation, any personal injury and/or property damage, theft, loss, or any other damage or harm suffered in connection with this Contest or any entry or Picture and/or the award, use or acceptance of any prizes and (b) except to the extent prohibited by law or regulation, a promotional release granting MTV Networks, its affiliates, sponsors, promotional partners and advertising agencies, the right to use his or her name, voice, image, likeness or other characteristics and attributes for advertising, marketing, promotional and publicity purposes without notice and without consideration or compensation in any and all forms of media and communications, now known or hereafter developed. Entry into the Contest constitutes an agreement to sign all such releases (unless prohibited by law) and all documents required by CP in connection with this Contest.

CP may disqualify any entry and entrant and select another potential Weekly Winner from among the remaining Eligible Entries if (a) after reasonable efforts to contact the potential Weekly Winner CP is unable to do so or receives no response within three (3) business days after the end of the respective week during the Entry Period or (b) if any Weekly Winner is unable, unwilling or does not, for any reason, return all of the required documents, unaltered and fully executed, within three (3) business days of their transmittal to the potential Weekly Winner or otherwise fails to comply with these Official Rules.

7. Ownership Rights; Rights to Use Entries. Past experience has shown that contests and promotions generate similar submissions or entries which closely resemble concepts and ideas developed by MTV Networks, whether before, during or after the Contest. Entrants may see a presentation which seemingly incorporates an idea or concept or includes materials similar to that contained in their entry (e.g., Picture) within the series, Important Things with Demetri Martin, or otherwise. Any similarity may be purely coincidental and is always unavoidable in light of the volume of ideas which MTV Networks routinely considers in the course of its program development and its program operations and activities. Consequently, CP must, and has adopted policies and procedures to protect itself from potential liability and claims and as part of these Official Rules requires all entrants to agree that: (i) CP may use any and all ideas, concepts, material and expression, in whole or in part, submitted or contained in an entry, Picture, or other material you submit (ii) all entries and entry materials become the property of CP and will not be returned, (iii) entrants represent she or he has obtained all rights, permissions and licenses necessary to use, without condition or restriction, any and/or all parts of his or her entry (including, without limitation, the Picture), for any purpose, (iv) no Picture or other material submitted, nor any part thereof, infringes any trademark, copyright or other property right, violates anyone's right of privacy or publicity, any law, regulation or agreement or obligation by which he or she may be bound and (v) entrants consent to CP displaying, performing, making available for access, display, performing, using and exhibiting the Picture, in whole or in part, throughout the universe, in perpetuity, in all media and means, now known or hereafter developed or discovered, for commercial purposes or any other purpose whatsoever.

If you enter, attempt to enter, participate and/or are selected as a potential or actual Weekly Winner, you agree that your Picture may be used by MTV Networks, any parent, subsidiaries and affiliates, in whole or in part, for any purpose whatsoever without notice, consideration or compensation of any kind (except as set forth herein) and even if there are any rights you may claim or arguably retain anywhere in the world (and without negating or limiting any of the provisions of these Official Rules), you grant MTV Networks a non-exclusive, irrevocable, unconditional and unrestricted right and license to exhibit, broadcast, copy, reproduce, encode, adapt, reformat, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute, merchandise, and synchronize in timed relation to visual elements, all and/or any portions of your entry (including, without limitation, your Picture), in any manner, an unlimited number of times, in any and all media, now known or hereafter developed or devised, throughout the universe, in perpetuity.

8. Indemnity. If you enter, attempt to enter, submit all or any part of an entry, participate, are selected as a potential or actual Grand Prize Winner, you agree (x) to defend, indemnify and hold MTV Networks, Viacom International Inc. and any parent, subsidiaries and related entities, harmless from and against any and all claims, suits, losses, damages and expenses (including reasonable attorneys' fees) that arise from your non-compliance with, violation or breach of any of the terms or conditions of these Official Rules, including, without limitation, the representations and agreements in Section 6 and (y) to execute and deliver to CP all forms and documents, releases and agreements as specifically described and required hereunder, as well as any additional documents reasonably requested by CP, including, without limitation, those necessary to prove unrestricted ownership in all entry materials (i.e., Picture) and correspondingly your right to provide these entry materials to CP as described and CP's right to use such entry materials without limitation for any and all purposes, as its own and as contemplated and described hereunder. If chosen as a Weekly Winner of the Contest, you further unconditionally and irrevocably assign all right, title and interest in all entry materials and agree to execute and deliver to CP such documentation as is requested by CP and reasonably necessary to enable CP to record, document, perfect and enforce such rights, title and interests, as permitted by law.

9. General. CP reserves the right to disqualify any individual and/or any entry or entrant it finds or believes to be or to be related to (a) any disruption, tampering or interference with the Contest or its operation or any other party associated with the Contest, (b) in breach or violation of the Official Rules, any law or regulation or any other agreement or obligation or (c) acting in an inappropriate, unsportsmanlike or disruptive manner or with intent to annoy, intimidate, abuse, threaten or harass any other person or otherwise as prohibited hereunder. Any attempt to undermine the legitimate or intended operation of the Contest may be a violation of criminal and civil laws and MTV Networks reserves the right to seek damages to the fullest extent permitted by law and to report and provide any and all information to law enforcement agents and officials.

The laws of the State of New York shall govern the interpretation and enforcement of these Official Rules and this Contest. The courts of the State of New York and the Federal court located in New York County, shall have sole and exclusive jurisdiction of any controversies regarding these Official Rules and this Contest and entrants submit to the exclusive and personal jurisdiction of such courts and waive any and all objections to jurisdiction and venue in these courts, including any objection that the forum is inconvenient. BY ENTERING, SUBMITTING AN ENTRY OR ATTEMPTING TO DO SO, AND/OR BY PARTICIPATING OR ACCEPTING ANY PRIZE, YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO ANY TRIAL BY JURY. If, for any reason, the Contest is not capable of running as planned or if CP believes or has any reason to believe, the Contest is or has been tampered with or is not operating as contemplated, including, without limitation, due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, insufficient entries or any other causes which does or may corrupt or affect the administration, operation, security, fairness, integrity or conduct of this Contest, CP reserves the right in its sole, absolute and unequivocal discretion to cancel, terminate, modify or suspend the Contest and select a potential Grand Prize Winner from Eligible Entries received up to that time. Entries that have been tampered with or altered are void and subject to disqualification.

10. Weekly Winners. To get the name of the Contest Weekly Winners, after April 15, 2009, send a written request, together with a self-addressed, stamped envelope to:

Important Things with Demetri Martin Picture Contest 345 Hudson, 7th Floor New York, NY 10014 Attention: Digital Media Demetri Producers

All requests must be received by May 1, 2009. Vermont residents may omit return postage.

11. The Contest is sponsored by Comedy Partners, 345 Hudson Street, 9th Floor, New York, NY 10014.