NO PURCHASE OR PAYMENT OF MONEY IS NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCE OF WINNING.

OPEN ONLY TO LEGAL RESIDENTS OF 50 UNITED STATES/DISTRICT OF COLUMBIA, 18 YEARS OR OLDER AS OF DATE OF ENTRY.

1. SPONSOR: Melvin Smarty, LLC (“Sponsor”), 800 South Claremont Street, Suite 201, San Mateo, CA 94402

2. INTRODUCTION: The “Melvin Smarty ‘Who’s Doin’ Who’ Sweepstakes (“Sweepstakes”) is a sweepstakes in which individuals may enter for a chance to win a trip to attend the premiere of the motion picture currently-entitled “Melvin Smarty” (“Film”).

3. ELIGIBILITY: The Sweepstakes is open only to legal residents of the 50 United States and District of Columbia who are 18 years or older as of date of entry. All legal responsibilities of a minor (18 and under in Nebraska and Alabama, 20 and under in the District of Columbia and Mississippi and 17 and under everywhere else) under the Official Rules will be assumed by the minor’s parent or legal guardian. Officers, directors, and employees (and members of their household or immediate family, i.e., parents, children, spouse, siblings, grandparents, the “steps” of each and persons residing in such immediate family members' household) of Sponsor, the producers of the Film (“Producer”), their respective parent, related, affiliated and subsidiary companies, their advertising, promotion and web design agencies, all other entities involved in the creation, administration, or fulfillment of the Sweepstakes and their respective successors and assigns are not eligible to enter or win. The potential Grand Prize Winner (“Winner”) may also be subject to a background check (as described in Section 6). The Sweepstakes is void where prohibited or restricted by law.

4. HOW TO ENTER: During the period beginning at 12:00:00 A.M. PT on November 16th, 2011 and ending at 11:59:59 P.M. PT on February 29, 2012 ("Entry Period"), you may enter the Sweepstakes by going to www.melvinsmarty.com (“Website”), clicking on the “Enter” button and completing the following steps (individually, “Entry” and, collectively, “Entries”): (1) Submit all of the requested information, e.g., your first and last name (no initials), complete address (No P.O. Boxes allowed), telephone number, valid email address (“Address”) and date of birth; (individually, an “Entry” and, collectively, “Entries”); (2) read and accept the Official Rules and Privacy Policy; (3) Watch a short trailer for the Film and answer the “Who’s Doing Who” questionnaire, consisting of five (5) trivia questions (each, a “Question”) about the Film; you need not answer each Question correctly, but you must answer all Questions in order to be eligible for the Sweepstakes; and (4) Using the “Refer-a-Friend” form provided, refer one (1) friend to visit the Website. To refer-a-friend, you must have an existing personal relationship with the referred friend and believe that he/she would be interested in learning about the Sweepstakes and/or the Film. You must complete all four (4) steps in order to enter. Any incomplete Entries will be deemed void. Only one Entry per person/Address (regardless of whether one person has more than one Address or more than one person uses the same Address). It is solely your responsibility to notify Sponsor in writing if you change your Address and/or street address. For purposes of these Official Rules ("Rules"), all times are Pacific Time and Sponsor's computer is the official time-keeping device for the Sweepstakes.

5. RANDOM DRAWING & ODDS OF WINNING: On or about March 5, 2012, a random drawing will be held to select the name of the potential Winner from among the total number of eligible Entries received during the Entry Period. The drawing will be conducted by Sponsor, and its decisions will be final in all matters pertaining to the random drawing. The odds of winning depend upon the total number of eligible Entries received during the Entry Period. The potential Winner will be subject to verification of eligibility and compliance with the Rules.

6. PRIZE WINNER NOTIFICATION, VERIFICATION AND DOCUMENTATION/ANNOUNCEMENT OF WINNER: The potential Winner will be notified by email, phone, U.S. Mail and/or courier on or about March 6, 2012. The potential Winner is subject to verification of eligibility and may be required to sign and return a notarized Affidavit of Eligibility/Compliance/Liability Release, and where allowed by law, a Publicity Release, and such other documents as may be reasonably requested by Sponsor. Failure to sign and return these documents by the return date specified in the prize notification will result in forfeiture of the entire Grand Prize. The potential Winner’s guest will also be required to sign and return a Travel Companion/Liability Release Form and, where allowed by law, a Publicity Release. Sponsor reserves the right for Sponsor, and/or producers of the Film, to conduct a background check of any criminal or civil records of the potential Winner and his/her guest and to disqualify the potential Winner and/or his/her guest based on the results of the background check. To the extent necessary and as permitted by law, the potential Winner and his/her guest will authorize this background check. Any person who has been convicted of a crime, is the subject of an open arrest warrant, or who has been previously convicted of any crime of violence (including assault), theft, distribution and/or manufacture of controlled substances or any other crime of moral turpitude, as determined by Sponsor in its sole discretion, may be disqualified at the discretion of Sponsor. Failure to comply with any of these requirements may, at Sponsor’s sole discretion, may result in disqualification and an alternate potential Winner may be notified if Sponsor so chooses.

Further, at the sole discretion of the Sponsor, disqualification, forfeiture and/or the selection of an alternate Winner may result from any of the following: [a] potential Winner’s failure to respond to notification within the specified response period; [b] the return of an e-mail notification as undeliverable after three (3) attempts; [c] the return of any other notice as undeliverable; [d] potential Winner’s failure to provide Sponsor with satisfactory proof of age, identity and residency; [e] potential Winner’s failure to execute and return an Affidavit of Eligibility/Compliance/Publicity/Liability Release (including, without limitation, any required information) within the specified return period; [f] potential Winner’s failure to be available to take the Trip during the times scheduled by Sponsor; [g] potential Winner’s failure to validly claim a Grand Prize by the date stated in the notification letter; [h] failure of potential Winner’s guest to execute and return a Publicity/Liability Release by the specified return date; or [i] any other non-compliance with the Rules. In the event of a dispute as to the identity of the potential Winner based on an Address, the winning Entry will be declared made by the authorized account holder of the Address submitted at time of entry. "Authorized account holder" is defined as the natural person who is assigned to an Address by an Internet access provider, on-line service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted Address.

Upon receipt of all required documentation and verification requirements, the Sponsor will announce the Winner on the Website on or after March 15, 2012.

7. ONE (1) GRAND PRIZE: The potential Winner will receive one (1) Grand Prize consisting of: [a] a trip (“Trip”) including: (i) round trip coach airfare on an “if-used” basis (to be arranged by Sponsor) between the major U.S. gateway airport closest to Winner’s residence (as selected by Sponsor) and Los Angeles, California (“Location”) (with possible layovers) for the Winner and one (1) guest; (ii) one (1) round trip ground transfer for the Winner and Winner’s guest traveling together between the airport in Location and the Winner’s hotel and between the premiere (“Premiere”) of the Film and the hotel in the Location (unless hotel accommodations are not required by the Official Rules); and (iii) hotel accommodations (selected by Sponsor) in the Location (one room, double occupancy on an “if-used” basis) for three (3) days and two (2) nights; and [b] two (2) tickets to the Premiere in the Location. There is no monetary value attached to the Premiere tickets. If the Premiere of the Film is either cancelled or re-scheduled in outside of the Location, Sponsor reserves the right to substitute tickets for an alternative screening of the Film, one (1) copy of the DVD of the Film or such other item Sponsor chooses, in its sole discretion, in lieu of tickets to the Premiere. TOTAL ARV of Grand Prize: $4,500. The potential Winner must be willing to travel on or about the dates scheduled for the Premiere, or if there is no Premiere, to receive the Trip portion of the Prize between no later than September 15, 2012.

IMPORTANT INFORMATION, TERMS, CONDITIONS & RESTRICTIONS APPLICABLE TO THE TRIP: Should the potential Winner live within 250 miles of the Location, neither Winner nor his/her guest will receive either round trip airfare or ground transfers or be entitled to any service or compensation in lieu thereof. However, accommodations will still be included in the Grand Prize. The Trip must be booked by Sponsor at least 45 days prior to the intended travel date. All costs and expenses not specifically included above as part of the Grand Prize are solely the responsibility of the Winner including, but not limited to, meals, transportation between Winner’s home and departure airport, hotel room service, mini-bar, laundry service, alcoholic beverages, local and long distance telephone calls, insurance, personal services, merchandise and souvenirs, incidental expenses, tips, gratuities and service charges. The Trip portion of the Grand Prize, including Premiere attendance, if any, is for the Winner and one (1) guest of Winner. The Winner and his/her guest must travel together on the same itinerary and possess the required travel documents. All accommodations and reservations will be as arranged by Sponsor and are subject to advance notice, black-out dates and availability. Winner’s guest must be at least 18 years of age unless the Winner is the parent/legal guardian of the guest or the guest is accompanied by his/her parent/legal guardian at the latter’s own expense. The potential Winner will be issued a Form 1099 for tax purposes in the amount of the actual retail value of the Trip and must submit his/her Social Security Number, as required by law. All federal, state and local taxes are solely the responsibility of the Winner. Neither the Grand Prize nor any component of it may be sold, traded, transferred, refunded or redeemed for cash value. Grand Prize elements may be subject to additional restrictions. Any portion of the Grand Prize not accepted by a Winner will be forfeited. Sponsor has no responsibility for the Winner’s inability or refusal to accept or utilize the Grand Prize or any portion thereof. Sponsor has no responsibility for lost, stolen, misplaced or mutilated tickets and/or travel documents, baggage, flight delays, or any other occurrences beyond its control. The actual final retail value of the Grand Prize may be higher or lower based on city of departure, time of Trip, and cost at time of purchase. If the actual retail value of the Grand Prize is less than the stated estimated retail value, the difference will not be awarded. Neither the Grand Prize nor any component of it is redeemable for cash or transferable. No substitution is allowed except that Sponsor, at its sole discretion, may substitute a prize of equal or greater value. The Grand Prize cannot be used in conjunction with any other promotion or offer.

8. INTERNET/LIMITATIONS OF LIABILITY: Sponsor, Producer, MySpace, Inc., YouTube LLC, Facebook, Inc. and their respective parent, related, affiliated and subsidiary companies, their advertising, promotion and web design agencies, and all other entities involved in the creation, administration, or fulfillment of the Sweepstakes and their respective successors, assigns, directors, officers, employees, agents and independent contractors (all of the former collectively referred to as “Sponsor & Others”) are not responsible for interrupted or unavailable network server or other connections; for miscommunications; failed telephone or computer transmissions; for jumbled, scrambled or misdirected Entries or transmissions; for phone, electrical, network, computer hardware or software or program malfunctions, failures or difficulties; for other errors, omissions, interruptions, or deletions of any kind, whether due to electronic, human, mechanical, printing, production or technical errors or other causes; or for any damage to any person's computer related to participating in the Sweepstakes. This includes, but is not limited to, any emails or other communications referring a friend as set forth in Section 4 of the Rules. Sponsor & Others are not responsible if a friend does not receive a referral for any reason whatsoever. Additionally, Sponsor & Others are not responsible for illegible, unintelligible, late, lost or stolen Entries; for incorrect or inaccurate Entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Sweepstakes; or for any technical or human errors which may occur in the processing of any Entries in the Sweepstakes. Persons tampering with or abusing any aspect of the Sweepstakes, as solely determined by Sponsor, will be disqualified and may be subject to prosecution. Any person attempting to enter using multiple Addresses, multiple identities or any other device or artifice to enter multiple times or to interfere with the proper play of the Sweepstakes will be disqualified from participation in the Sweepstakes. Additionally, any use of robotic, automatic, macro, programmed, third party or like methods to participate in the Sweepstakes will void any attempted participation effected by such methods and the disqualification of the individual utilizing the same. Sponsor reserves the right to disqualify any individual found, in its sole opinion, to be tampering with the operation of the Sweepstakes; to be acting in violation of the Rules; or to be acting with the intent to disrupt the normal operation of the Sweepstakes. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. If, in the judgment of Sponsor, the Sweepstakes is compromised by viruses, bugs, non-authorized human intervention or other causes which corrupt, or may corrupt the administration, security, fairness or intended proper play of the Sweepstakes, Sponsor has the right, in its sole discretion, to modify, discontinue, suspend or terminate the Sweepstakes and proceed to select the potential Winner in a manner it deems fair and reasonable including, without limitation, the selection of the potential Winner in a random drawing from among Entries received prior to any such modification, discontinuation, suspension or termination. SPONSOR & OTHERS MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AS REGARDS THE GRAND PRIZE OR ANY COMPONENT OF THE GRAND PRIZE. AS SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES. CHECK YOUR LOCAL LAWS TO LEARN IF ANY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY APPLY TO YOU.

9. PRIVACY POLICY: Any personally identifiable information collected during an entrant's participation in the Sweepstakes will be collected by Sponsor and used by Sponsor in accordance with Sponsor's Privacy Policy as such is stated at www.melvinsmarty.com.

10. PUBLICITY RIGHTS: By accepting a Grand Prize, the potential Winner agrees to allow Sponsor and/or Sponsor's designees the perpetual right to use his/her name, biographical information, photos and/or likeness, and statements for programming, promotion, trade, commercial, advertising and publicity purposes, at any time or times, in all media now known or hereafter discovered, worldwide, including but not limited to on the World Wide Web and Internet, without notice, review or approval and without additional compensation except where prohibited by law.

11. GOVERNING LAW: Except where prohibited, by participating in the Sweepstakes, participants agree that: [a] except as otherwise specifically set forth in the Rules, any action arising out of or relating to the Rules or the rights and obligations of any participant and/or Sponsor shall be filed exclusively in a state or federal court in the State of California and participants hereby consent and submit to the personal jurisdiction of such court for the purposes of litigating any such action, and any right to a trial by jury is hereby waived; [b] any and all disputes, claims, and causes of action arising out of or connected with the Rules, and/or the rights and obligations of any participant and/or Sponsor shall be resolved individually, without resort to any form of class action; [c] any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred and in no event will participants be entitled to receive attorneys' fees or other legal costs; [d] under no circumstances will participants be permitted to obtain injunctive or other equitable relief and a participant's sole remedy will be an action at law for damages to the extent allowed by sub-paragraphs [c] and [e] of this Section 12; and [e] under no circumstances will participants be permitted, and participants hereby waive all rights, to: (i) claim punitive, exemplary, special, incidental, indirect and consequential damages and any other damages (whether due to negligence or otherwise), other than for actual out-of pocket costs described in (c) above; and (ii) have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of the Rules, or the rights and obligations of any participant and/or Sponsor shall be governed by and construed in accordance with the laws of the State of California without giving effect or regard to any principles or doctrines of conflicts of law of the State of California or any other jurisdiction. If any provision or provisions of the Rules shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. RELEASE: By participating, each participant releases and agrees to indemnify and hold harmless Sponsor & Others from and against any and all costs, claims, damages, or any other injury, whether due to negligence or otherwise, to person(s) or property (including, without limitation, death or violation of any personal rights, such as violation of right of publicity/privacy, libel, or slander), due in whole or in part, directly or indirectly, to participation in the Sweepstakes, or arising out of participation in any Sweepstakes-related activity or travel-related activity, or the receipt, use or misuse, of any Grand Prize, travel or activity-related thereto whether hosted by Sponsor or a third party. The potential Winner acknowledges that he/she is solely responsible for any actions, claims or liabilities of his/her guests related to any Sweepstakes activity including, without limitation, any actions, claims or liabilities related to the guest's participation in the Grand Prize.

13. GENERAL: By entering the Sweepstakes, participants agree to abide by the Rules. In no event will more Grand Prizes be awarded than are stated in the Rules. The Sweepstakes is subject to all applicable federal, state and local laws. Void outside of the 50 United States/District of Columbia and where prohibited or restricted by law.

14. OFFICIAL RULES AND WINNERS LIST: To obtain the Official Rules prior to February 29, 2012 or the names of the Winner, between March 15, 2012 and April 15, 2012, send a properly stamped self-addressed envelope to Melvin Smarty, LLC, 800 South Claremont Street, Suite 201, San Mateo, CA 94402. Customer service inquiries can be made at info@melvinsmarty.com.