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

1. Eligibility and Term.
The Microsoft Dream-Build-Play 2009 Contest (the "Contest"), sponsored by Microsoft Corporation ("Sponsor") and administered by Gage Marketing Group, LLC ("Administrator") is open for participation to individuals who are at least 16 years of age and have technical programming education, experience and/or knowledge to create gaming functionality using XNA Game Studio 3.0 and 3.1 (collectively, including meeting all Contest-related eligibility requirements herein, "Participants).  (PLEASE NOTE:  The Game portion of your Entry must be submitted in the XNA Game Studio 3.1 format.  XNA Game Studio 3.1 will not be available until May 2009.  In the meantime, you can start working on your Game using XNA Game Studio 3.0, and, if you register for the Contest as instructed below, we’ll notify you when XNA Game Studio 3.1 is available and provide guidance for how to port your game from XNA Game Studio 3.0 to XNA Games Studio 3.1).  Employees and directors, together with members of their immediate families (parent, child, sibling and spouse of each regardless of where they reside) and those living in their same households (whether or not related), of Sponsor and its subsidiaries and equity affiliates and any person supporting the Contest, including the Administrator and its parent, subsidiaries and equity affiliates, and any advertising and promotion agencies of any of the foregoing entities are ineligible to participate or be awarded and retain any Contest prize. Residents of the Province of Quebec, Canada, and the following countries are ineligible to participate: Cuba; Iran; North Korea; Sudan; and Syria. The Contest is void in these geographic locations and where prohibited or restricted by law. By your participation, including registration, entry, verification activities and redemption of any Contest prize, you agree these full Official Rules ("Rules") will govern all aspects of your relationship with the Contest and its official web site (www.dreambuildplay.com) ("Site") and Sponsor, Administrator and Contest agents. These Rules cannot be modified or superseded except by Sponsor, in its reasonable discretion, posted on the Site. The Contest entry period begins on July 7, 2009 at 12:00:00 AM Central Time ("CT") (all times in these Rules are stated in 'Central Time', which is Greenwich Mean Time minus six (6) hours, e.g. CT = GMT - 06:00) and ends on August 6, 2009, at 11:59:59 PM CT ("Contest Entry Term").

2. Participation in the Dream-Build-Play 2009 Contest
a. Registration.
If you wish to participate in this Contest, you must go to the Site (www.dreambuildplay.com) and register for the Contest as instructed from April 6, 2009 at 10:00:00 AM CT through July 6, 2009 at 11:59:59 PM CT ("Contest Registration Period"). At time of registration, you will be required to accurately and truthfully provide all mandatory registration information specified on the Site for participation, including agreement to the Official Rules, Privacy Statement and Terms of Use (subject to confirmation or verification by Sponsor and/or Administrator). Individuals eligible for participation in the Contest may participate collectively as a “Team”, which may include at least one (1), but not more than six (6) additional individual Team members (e.g., up to a maximum total of seven (7) members in a participating Team). The first member of a Team to register will provide a Team name and be designated the Team “Captain”. Subsequently registering Team members must initially be confirmed (administered via email consent by Team Captains) as able to join by the Team Captain prior to being confirmed and registered as a Team member. Membership on Teams may fluctuate within the parameters of these Official Rules until the close of the Contest Registration Period, at which time the membership of registered Teams are locked for purposes of the Contest Entry Period and continuing participating in the Contest (subject to confirmation or verification by Sponsor and/or Administrator). Each Team is solely responsible for its own collaboration and cooperation with respect to Contest participation. In no event will Sponsor officiate in any dispute regarding the activities and participation of Team members.

b. Get the Game Development Tools & Resources
i. System Requirements. In order to participate in this Contest, you must meet the following system requirements.
• Access to XNA Game Studio 3.0 and XNA Game Studio 3.1
o Download XNA Game Studio 3.0 for free at http://creators.xna.com/en-US/create_detail#tour_one and/or via a link from the Site.
• Access to XNA Game Studio 3.1 PLEASE NOTE: The Game portion of your Entry must be submitted in the XNA Game Studio 3.1 format. XNA Game Studio 3.1 will not be available until May 2009. In the meantime, you can start working on your Game using XNA Game Studio 3.0, and, if you register for the Contest as instructed above, we’ll notify you when XNA Game Studio 3.1 is available and provide guidance for how to port your game from XNA Game Studio 3.0 to XNA Games Studio 3.1.
• Access to an XNA Creators Club membership o Each eligible Participant can obtain a free 12-month XNA Creators Club trial membership by registering for Dream-Build-Play 2008 as instructed (See Site for full Offer Terms and Conditions).
• Access to a Windows XP SP2 or Windows Vista personal computer • Access to an Xbox 360 console
ii. Recommended. It is recommended, but not required, that each Team has access to the following:
• XNA Developer Center
o Access the XNA Developer Center for free at http://creators.xna.com/Education/GettingStarted.aspx.
• XNA Creators Club Forums
o Access the XNA Creators Club forums for free at http://forums.xna.com.

c. Create an Entry
An Entry consists of the following three (3) elements: Game, Game Synopsis, Game Video (collectively, "Entry".)

1. Game
Using the Game Development Tools & Resources identified above, develop a playable video game application ("Game") for operation on the Xbox 360 platform. The final version of the Game you submit must be playable by the judging panel on an Xbox 360 console, as specified in the XNA Game Studio 3.1 Toolkit, and as specified in these Rules. PLEASE NOTE: XNA Game Studio 3.1 will not be available until May 2009. Provided you’ve registered for this Contest as described above, we’ll notify you when XNA Game Studio 3.1 and the 3.1 Toolkit is available. For code to run on the Xbox 360 console it must be developed in C# and based on the XNA Game Studio 3.1 framework. Native .dll wrapped in managed code will not work on the Xbox 360 console.

2. Game Synopsis
Create a Game Synopsis that includes each of the following elements: (a) a "Name" for your Game; and (b) A "Game Description" of up to a maximum of 10,000 characters. If pre-existing source code is incorporated into the Game, then this pre-existing source code must be clearly identified in the Game Description and must not infringe on any third party rights, and must be used in accordance with all applicable licensing and use terms; and (c) Three (3) screenshot images of the Game, which must be in .jpeg format, capture the play and style of the Game as accurately as possible and contain no unfinished artwork or graphical artifacts. Each screenshot cannot exceed a maximum file size of 2MB ("Screenshots"). 2. Game Video Create a video that depicts the Game's functionality and gameplay and upload it to the MSN Video service for free at http://video.msn.com/video.aspx?mkt=en-us as instructed. The Entry must: (i) be originally developed, or, to the extent that pre-existing source code is incorporated into the Game, contain only source code that does not infringe on any third party rights, that conforms to all applicable licensing and use terms, and that is clearly identified in the Game Description (submitted as part of the Game Synopsis) as coming from another source; (ii) be written in English; (iii) conform to all applicable licensing and use terms (iv) not contain any third-party promotion, marketing or advertising in any form or of any kind; (v) not be obscene, indecent, violent, hateful, libelous or contain other offensive or inappropriate content, explicitly or by innuendo, as determined in Sponsor's reasonable discretion; or (vi) not infringe on any third party rights or otherwise violate or be prohibited by applicable law or regulation; and (vii) not include a Game that has been awarded an Xbox LIVE publishing agreement, or a Game that prior to being submitted in this Contest was / is actively under consideration by Microsoft for an Xbox LIVE publishing agreement. In addition, the Game Video must conform to the MSN Video Terms of Use at http://help.live.com/help.aspx?project=tou&mkt=en-us.

d. Submit Entry
Any time between July 7, 2009,  at 12:00:00 AM CT until the entry deadline of August 6, 2009 at 11:59:59 PM CT ("Entry Period") and as specified on the Site, submit the Entry follows:

First, navigate to the Site (www.dreambuildplay.com), and submit in a single .zip file (maximum size 200MB) the following:

(1) The Game in .ccgame XNA Creators Club Package format (Note: please verify the Game works prior to sending); and
(2) The "Game Synopsis."
Upon submitting and uploading the .zip file containing the Game and Game Synopsis, complete an official Contest entry form. The official Contest entry form must contain a link to the Game Demo.
Each valid entry submitted during the entry period receives a 4-month XNA Creators Club Premium membership.  Membership will be awarded to the Team Captain.  Limit one premium membership per team or persons competing as an individual, while supplies last.  Offer is non-transferable, and not redeemable for cash (See Site for full Offer Terms and Conditions).
Limit one (1) Entry per team or persons competing as an individual. The Entry and all Entry-related information must be in English. Input and submission of the Participant-specific and Contest--related registration and Entry submission information (including all information designated as mandatory) constitutes official tender by prospective Participant(s) for entry in the Contest subject to continuing eligibility, participation, verification and adherence to the Rules. Personally identifiable information submitted in conjunction with an individual Participant's registration for the Contest must match the information submitted at the time of Entry submission.   Please Note:
By entering the Contest, each Participant/Team warrants that Participant's/Team's right to enter the Entry is not restricted in any way. In the event an Entry includes elements not owned by Participant/Team, then Participant/Team may be required to provide, if requested, a legal release for use of such elements, in a form satisfactory to judges such that Sponsor may use such elements, in whole or in part, and any modification thereof, in any and all media now known or hereinafter developed without territorial, time or any other limitation. In addition, if the Entry includes collaborative contributions from multiple individuals, Participant/Team warrants that he/she has the right to include such contributions in the Entry, in accordance with the terms and conditions of these Rules and then Participant/Team may be required to provide, if requested, a legal release for use of such elements, in a form satisfactory to judges and such the Sponsor may use elements, in whole or in part, and any modification thereof, in any and all media not known or hereinafter developed without territorial, time or any other limitations. Should Sponsor or Administrator become aware of any potential dispute between a Participant/Team and/or any alleged collaborator that would impair the validity of an Entry for purposes of this Contest, Sponsor reserves the right in its sole discretion to exclude such Entry from the Contest. Participant/Team grants to each of Microsoft (including Microsoft's other affiliates and subsidiaries, employees, agents, and contractors), any testing partners, and the Administrator and Contest judges an irrevocable, royalty free, fully paid up, worldwide, non-exclusive license to use, review, assess, test and otherwise analyze its Entry in connection with this Contest. By entering, Participant/Team is also giving Microsoft permission to feature its Entry and any associated materials, in any medium including, but not limited to, website, television, radio and/or printed materials, to promote this Contest and Microsoft products. Participant/Team understands and acknowledges that Microsoft may have developed or commissioned materials similar or identical to the Participant/Team’s Entry, and Participant/Team waives any claims it may have resulting from any similarities to the Participant / Team’s entry.  Participant/Team understands that Microsoft cannot control the incoming information that will be disclosed to its representatives in the course of entering, or what its representatives will remember about each entry. Participant/Team also understands that Microsoft will not restrict work assignments of representatives who have had access to Contest entries.  By entering this Contest, Participant/Team agrees that use of information in Microsoft’s representatives’ unaided memories in the development or deployment of Microsoft products or services does not create liability for Microsoft under these Official Rules or any copyright or trade secret law.  Participant/Team understands that it will not receive any compensation or credit for use of its entry, other than what is described in these Official Rules.

3. Judging Criteria; Judging Process; Prizes.
a. Judging Criteria.
All eligible Entries received will be judged based on following three (3) criteria (with associated % weightings as noted): (1) Fun Factor (40%): The fun factor will be evaluated based on how the Game design creates a positive user experience. This may include how intellectually challenging, relaxing, stimulating or satisfying the game is. A key indicator for the fun factor will be the desire to keep playing; (2) Innovation (30%): Game innovation will be evaluated based on how creative and technically unique it is; and (3) Production Quality (30%): production quality will be evaluated based on how seamless the overall game play is, the quality of the assets used, User Interface design, and performance and stability of the game. Application of the Judging Criteria to Entries shall be at the judges' reasonable discretion and, as to matters of subjectivity, the judges' sole discretion. The judges' decisions are final and binding in all matters relating to this Contest.

c. Prizes.
Finalist Prizes.
If an eligible entry is selected as a Contest Finalist, the following prizes will be awarded, subject to verification: (i) One (1) Grand Prize: a $40,000 USD stipend (awarded pro rata to each Participant, in the case of a valid Team entry); (ii) One (1) First Runner Up Prize: a $20,000 USD stipend (awarded pro rata to each Participant, in the case of a valid Team entry; (iii) One (1) Second Runner Up Prize: a $10,000 USD stipend (awarded pro rata to each Participant, in the case of a valid Team entry); and (iv) One (1) Third Runner Up Prize: a $5,000 USD stipend (awarded pro rata to each Participant, in the case of a valid Team entry).

Semi-Finalist Prizes.
If an Entry is selected as a Contest Semi-Finalist, then, based on Sponsor's good faith review and consideration of the Entry, Sponsor may invite the Participant/Team associated with the Entry to enter into an Xbox LIVE® Arcade Publishing Contract on terms and conditions specified by Sponsor. The invitation to enter into an Xbox LIVE Arcade Publishing Contract is at Sponsor's sole and unfettered discretion; no approximate retail value is assigned to such potential invitation or Xbox LIVE Arcade Publishing Contract. Total Approximate Retail Value of all Contest Finalist prizes is $75,000 USD. All prize Finalists are 'potential' Finalists, subject to notification, verification and acceptance of such prizes. If a potential Finalist is a minor in his/her jurisdiction of residence, the prize may be awarded in the name of, or to, the Finalist's parent/legal guardian, who must execute all documents and agree to all obligations and undertakings of Finalist, both on behalf of himself/herself and Finalist, or prize may be forfeited and awarded to an alternate Finalist. Taxes, duties or other costs, if any, relating to receipt, acceptance and or use of Finalist prizes are the sole responsibility of the Participant and Microsoft is not responsible for any disputes arising between Team members regarding prize dispersal. The Sponsors reserve the right in their sole discretion to substitute an alternative prize or element of a prize of equal or greater value due to unavailability or inability to deliver such prize or prize element. All Contest prize consideration will be awarded solely to the officially registered Participants, or to their parents or legal guardians, if the officially registered Participant is a minor in his/her jurisdiction of residence Sponsor accepts no responsibility or liability for disputes, if any, that may arise between officially registered Participants, including regarding teammate issues, relating to participation in the Contest and award/distribution of Contest prizes. A Participant is eligible to win and be awarded only one (1) Contest prize. In the event a potential Finalist cannot be reasonably notified, verified or confirmed based on two (2) attempts (and further attempts at Sponsor's sole discretion), a Contest prize is declined or a potential Finalist or an Entry is determined not to be eligible for Contest participation or award of a Contest prize for whatever reason, an alternate Finalist may be chosen based on the Judging Criteria in accordance with these Rules.

4. General Terms and Conditions.
a. Internet Usage Advisory.
A Participant is solely responsible for the equipment and Internet access required to connect to the Site and/or otherwise participate in the Contest. No responsibility is assumed for information not received from Participants, inaccurate information or corrupted files, whether caused by any of the equipment, computers, telephone, cable, network, electronic or Internet hardware or software malfunctions, failures, connections, availability or garbled or jumbled transmissions, service provider/Internet/web site/use net accessibility or availability, air or ground traffic congestion, or unauthorized human intervention or by any human, mechanical or computer error or failure which may occur in the processing or storing of information.

b. Rules Interpretation and Contest Adjudication.
The Contest and its continuing terms and conditions, benefits and participation are offered to Participants at the sole discretion of Sponsor and its affiliated companies. Sponsor reserves the right to limit or restrict upon notice participation in the Contest to any person at any time for any reason. Sponsor reserves the right to amend or interpret the Rules or official Contest communications and any element or elements arising under or relating to the Contest at any time, upon published notice to Participants on the Site (www.dreambuildplay.com). A Participant shall be deemed to have notice of any such amendments or interpretations upon publication of the same on the Site and shall be deemed to have accepted such amendments or interpretations by virtue of a Participant's continuing participation in the Contest. Should a Participant not wish to continue to participate in the Contest pursuant to the prevailing Rules, as amended or interpreted, a Participant may terminate participation in the Contest upon notice to Sponsor and/or Administrator.  Except where prohibited, Participants in the Contest agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with this Contest, or any benefits received, or the administration of the Contest shall be resolved individually, without resort to any form of class action, and exclusively by arbitration, to take place in the State of Washington, United States pursuant to the Rules of the American Arbitration Association, then effective, (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Contest and in no event shall Participants be entitled to receive attorneys' fees or other legal costs; and (3) under no circumstances will a Participant be permitted to obtain awards for and Participants hereby waive all rights to claim 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. Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or the rights and obligations of Participant(s) and Sponsor and Contest Administrator in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the United States and the State of Washington, without regard for conflicts of law doctrine of any jurisdiction, and subject to resolution only in the City of Redmond, State of Washington, United States. By entry and participation in the Contest, Participants, including on behalf of their organizations/companies, agree that the City of Redmond, State of Washington, United States will be the exclusive forum for any formal dispute resolution.

c. Disclaimers and Indemnification.
SPONSOR AND ADMINISTRATOR, AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATED COMPANIES AND THEIR DISTRIBUTORS, ADVERTISING, PUBLIC RELATIONS, MEDIA, CONTEST AND JUDGING AGENCIES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE RELEASED PARTIES) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RELEASED PARTIES SHALL NOT BE LIABLE OR RESPONSIBLE FOR THOSE GUARANTEES, WARRANTIES OR CONDITIONS MADE OR OFFERED BY ADVERTISERS, PARTNERS, MANUFACTURERS OR SUPPLIERS, INCLUDING THOSE RELATING TO THE PRIZES. UNDER NO CIRCUMSTANCES SHALL RELEASED PARTIES BE HELD RESPONSIBLE OR LIABLE FOR A PARTICIPANT'S USE OF THE INFORMATION AND/OR PRODUCTS PROVIDED AND/OR MADE AVAILABLE THROUGH THE CONTEST OR FOR ERRORS OR ANOMALIES RESULTING IN THE UNINTENDED OR ERRONEOUS PARTICIPATION, AWARD OF CONTEST PRIZES OR OTHER BENEFITS UNDER THE CONTEST TO PARTICIPANTS. RELEASED PARTIES OFFER NO ASSURANCES, GUARANTEES, WARRANTIES OR CONDITIONS THAT THE CONTEST OR CONTEST WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE AND DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CONTEST. RELEASED PARTIES ASSUME NO RESPONSIBILITY FOR ANY COMPUTER-RELATED DAMAGES DUE TO DOWNLOADING MATERIALS. RELEASED PARTIES WILL NOT BE LIABLE, AND ARE NOT RESPONSIBLE, FOR DAMAGES OF ANY KIND RELATED TO A PARTICIPANT'S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE CONTEST, WHETHER THE DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL. FURTHER, BY PARTICIPATING IN THE CONTEST AND/OR ACCEPTING A CONTEST PRIZE, A PARTICIPANT AGREES THAT RELEASED PARTIES SHALL NOT BE LIABLE FOR, AND WILL BE HELD HARMLESS BY PARTICIPANT AGAINST, ANY LIABILITY FOR ANY DAMAGE, INJURY OR LOSS TO PERSON (INCLUDING DEATH) OR PROPERTY DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ACCEPTANCE, POSSESSION, USE OR MISUSE OF A CONTEST PRIZE, PARTICIPATION IN ANY CONTEST PRIZE-RELATED ACTIVITY, USE OF ANY TENDERED ENTRY OR OTHER RIGHTS GRANTED HEREIN OR PARTICIPATION IN THIS CONTEST. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

Any attempted participation by Internet or email or any other means except as permitted by these Rules or official Contest communications is void. Released Parties will not be responsible for lost, late, incomplete, stolen, misdirected, undelivered, delayed, inaccurate, garbled or illegible materials, entries, email or mail; or for any computer, telephone, cable, network, satellite, electronic or Internet hardware or software malfunctions, failures, connections, or availability, or for garbled or jumbled transmissions, or for service provider/Internet/Web site/use net accessibility or availability, traffic congestion, or unauthorized human intervention, or for inaccurate capture of any information, Prize orders or other information, or the failure to capture any such information. Released Parties are not responsible for any incorrect or inaccurate information, whether caused by printing errors, Site users, tampering, hacking, or by any of the equipment or programming associated with or utilized in the Contest, and are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Contest Site or any communications means or for any other error of failure of any kind in connection with or relating to this Contest, whether caused by any human, typographical, printing, mechanical, computer or other means, including, without limitation, errors or failures which may occur in connection with the processing or storing of information, the administration of the Contest, the uploading, processing validating, posting and/or judging of entries, the announcement of the Contest Prizes or in any Contest-related materials. Released Parties are not responsible for injury or damage to Participants' or to any other person's computer related to or resulting from participating in this Contest or downloading materials from or use of the Site. Sponsor reserves the right, in its sole discretion, to reasonably suspend or cancel the Contest should any virus, bug and/or other cause beyond the control of Sponsor corrupt the administration, security or proper operation of the Contest. In the event the Contest is cancelled, Sponsor may, at its sole discretion, determine the Finalists from among all eligible and non-suspect Validated Entries received up to the time of such action using the judging procedure outlined above. Participants agree to release, defend, indemnify and hold harmless Released Parties from and against, and accept all responsibility of any kind, including but not limited to financial, for any liability, claims, losses, damages or proceedings, including but not limited for death, (including reasonable attorneys' fees) relating to any actions taken by a Participant, including submission of Game Descriptions, thumbnails and Games, or anyone else using a Participant's e-mail or password or otherwise purporting to act on Participant's behalf in regard to the Contest (whether or not such use occurred with or without your permission). Participant also agrees to release, defend, indemnify and hold harmless the Released Parties from any and all liability, claims, losses, damages or proceedings, including but not limited for death (including reasonable attorneys' fees) relating to Contest Prizes and any other matter in connection with a Participant's participation in the Contest or Sponsor's or its designees.

5. Contest Sponsor and Administrator.
The Sponsor of this Contest is Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052, U.S.A.

The Administrator of this Contest is Gage Marketing Group, LLC, 10000 Highway Fifty Five, Minneapolis, Minnesota 55441, U.S.A.

General Contest-related inquiries or questions may additionally be sent to (admin@dreambuildplay.com).