UNSIGNED HYPE CONTEST – OFFICIAL RULES

UNSIGNED HYPE CONTEST — OFFICIAL RULES

The “Unsigned Hype Contest” (the “Contest”) is sponsored by NORTHSTAR SOURCE 360, LLC, 29 W 46th Street, 3rd Floor, New York, NY10036, (hereafter the “Source” or “Sponsor”), and promoted and operated through Source’s website located at www.uh.thesource360.com (the “Contest Page”). The Contest begins on August 12, 2015 at 9:00 a.m. Eastern Time (“ET”) (the “Start Date”), and ends on September 18, 2015 at 11p.m. ET or at a date determined by Source in its sole discretion (the “End Date”) (such period, the “Contest Period”).

1.         BINDING AGREEMENT. In order to enter the Contest, you must agree to the official rules herein (“Official Rules”). Therefore, please read these Official Rules prior to entry to ensure you understand and agree. You agree that submission of an entry in the Contest constitutes agreement to these Official Rules. You may not submit an entry to the Contest and are not eligible to receive the prizes described in these Official Rules unless you agree to these Official Rules. These Official Rules form a binding legal agreement between you and Sponsor with respect to the Contest.

2.         ELIGIBILITY AND HOW TO PARTICIPATE IN THE CONTEST.

a.         Eligibility. NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST. This Contest is open only to individuals (“Entrants”) who are legal residents of the 50 United States and the District of Columbia that are or will be at least 21 years of age at the time of entry. If you are not a permanent resident of the United States or you are not the required age as of time of entry, you are not eligible to participate in this Contest or to win a prize. Employees, agents or officers of Sponsor or of any entity involved in the development, production, implementation and distribution of the Contest are ineligible to enter the Contest. The Contest is void where restricted or prohibited by law.

b.         How to Enter. Beginning on the Start Date, the individual (“Entrant”) may log on to the Contest Page and follow the instructions thereon to participate in the Contest including, without limitation: (i) Entrant shall upload a recorded submission of no longer than sixty (60) seconds to the Unsigned Hype Artist Showcase page on www.uh.thesource360.com; (ii) Entrant must follow and like The Source’s official Facebook, Twitter and Instagram page; and (iii) complete an entry form on the Contest Page (the “Entry”). By participating in the Contest, each Entrant is confirming that they have read and agree to comply with: (i) these Official Rules; and (ii) Source’s Terms & Conditions, located at http://uh.thesource360.com/terms-conditions/; and (iii) Source’s Copyright Policy, located at http://uh.thesource360.com/copyright-policy/.  Only individual entries will be permitted; joint entries will not be accepted. No individual may register as an Entrant more than once. Any attempt to enter the Contest more than the number of times permitted herein by using multiple/different email addresses, identities, usernames, registrations or logins, or by any other means, may void all such participant’s Entries, and such participant may be disqualified. Multiple Entrants are not permitted to share the same email address. In the event of a dispute as to the origin of an Entry, the authorized account holder of the email address used to register as the applicable Entrant will be deemed to be the Entrant. The Potential Winner (as defined herein) may be required to show proof of being the authorized email address account holder, as determined by Sponsor in its sole discretion.

3.         SUBMISSIONS.

a.         Submission Materials and Requirements. An Entrant’s participation in the Contest involves the submission of Entrant’s recorded materials through the Contest Page (such materials, Entrant’s “Submission Materials”). In order to be deemed eligible for the Contest, all of an Entrant’s Submission Materials must meet all of the following requirements (collectively, the “Submission Requirements”): (i) all Submission Materials must comply with all of the terms, conditions and requirements set forth in these Official Rules, all requirements listed on the Contest Page, and the Terms & Conditions on the Contest Page; and (ii) all Submission Materials must be submitted through the area of the Contest Page designated for Contest submissions, and must adhere to the individual and total file size and file length limitations, file type requirements, and other criteria and limitations set forth therein, if any. Notwithstanding the foregoing, all Submission Materials must meet the following requirements:

  • They must not be derogatory, offensive, threatening, defamatory, disparaging, libelous or contain any content that is inappropriate, indecent, sexual, profane, torturous, slanderous, discriminatory in any way, or that promotes hatred or harm against any group or person, or otherwise does not comply with the theme and spirit of the Contest.
  • They must not contain content, material or any element that is unlawful, or otherwise in violation of or contrary to all applicable federal, state, or local laws and regulation including the laws or regulations in any state where the Submission Materials and any supporting statements are created.
  • They must not contain any content, material or element that displays any third party advertising, slogan, logo, trademark or otherwise indicates a sponsorship or endorsement by a third party, commercial entity or that is not within the spirit of the Contest, as determined by Sponsor, in its sole discretion.
  • They must be original, unpublished works that does not contain, incorporate or otherwise use any content, material or element that is owned by a third party or entity.
  • They cannot contain any content, element, or material that violates a third party’s publicity, privacy or intellectual property rights.
  • The Submission Material is not the subject of any actual or threatened litigation or claim.
  • The Entrant does not include any disparaging remarks relating to the Sponsor or a third party affiliate of Sponsor.

b.         Intellectual Property Rights. As between Sponsor and the Entrant, the Entrant retains ownership of all intellectual and industrial property rights in and to the Submission Materials (excluding Sponsor’s rights in the Sponsor logo/trademark). As a condition of entry, Entrant grants Sponsor a perpetual, irrevocable, worldwide, transferable, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, publish, distribute, publicly perform, create a derivative work from, and publicly display the Submission Materials for any purpose, including display on the Sponsor website, without any attribution or compensation to Entrant. Entries will not be returned. Sponsor retains all rights in the Sponsor’s products and services and entry into this Contest will in no case serve to transfer any Sponsor intellectual property rights to the Entrant. Entrant  hereby grants Source, our successors and assigns, the exclusive, irrevocable right to couple any filming, audio, video, digital, electronic or other recordings and/or interviews associated with the Contests (hereafter “Recordings”), as may be determined from time to time by Sponsor in its sole discretion, with other master recordings to comprise and create an album tentatively entitled SOURCE360 Unsigned Hype 2015 Mix-tape (hereafter the “Album”), and to reproduce, manufacture, distribute, sell, publicly perform, transmit and otherwise exploit the Recordings as embodied on the Album, via any and all formats, media, configurations and/or transmissions, throughout the universe (the “Territory”) in perpetuity. Notwithstanding the foregoing, nothing contained herein shall constitute a grant to Source of any ownership rights or copyright in the Entrant’s Submission Materials; however, Source shall have the non-exclusive right to exploit the Submission Materials and Recordings by any and all methods in all media now known or hereafter devised (including but not limited to audiovisual) as (i) a so-called “single” in connection with the Album; (ii) as a featured song embodied on the Album; and (iii) in connection with The Source Magazine and its digital platforms. Notwithstanding the foregoing, Source shall own and control all right, title and interest, including the sound recording copyright, in and to the Album and to the extent applicable, you hereby transfer, grant, convey and assign to Source all of that right, title and interest. For purposes of clarification, it is acknowledged and agreed that Source shall have the right in perpetuity to include the Submission Materials and Recordings in digital download sales and so-called “streams” of the Album. You also hereby grant to Source the non-exclusive, irrevocable, perpetual rights and license throughout the Territory to use the Submission Materials and Recordings in connection with any promotions, commercials, advertisements and/or marketing materials for the Album (collectively, the “Album Promotions”) and to reproduce, distribute, publicly perform, transmit and otherwise exploit the Submission Materials and Recordings as embodied in the Album Promotions via any and all formats, media, configurations and/or transmissions now known or hereafter devised. You further hereby grant to Source the non-exclusive, irrevocable and perpetual right throughout the Territory to use Artist’s name and likeness on and in connection with the Album and in advertising, promotion and publicity in connection with the Album (including, without limitation, on stickers for the Album). Notwithstanding the foregoing, Source shall have the exclusive right to represent, pitch, and submit Entrant to record labels and music publishers (including without limitation all of the so-called “major labels”) for a period of eight (8) months beginning on September 18, 2015 (“Shopping Period”) for the purpose of obtaining a so-called recording agreement and/or music publishing agreement for Entrant. Notwithstanding the foregoing, it shall be in Source’s sole discretion whether or not to exercise any right granted under this Agreement.  Source shall have no obligation to exploit or use the Submission Materials and/or Recordings in any manner or in any medium, or otherwise as embodied in the Album. Furthermore, Source shall have no obligation to exercise any of the rights granted herein with respect to the Shopping Period. In the event that Source does not include the Recordings and/or Submission Materials on the Album, or otherwise exploit them as described herein, or exercise the Shopping Period rights (the “Event”), all rights granted to Source herein with respect to the Recordings and Submission Materials and Shopping Period shall revert to you upon written request and our written confirmation of the Event. Accordingly, upon our written confirmation of the Event, we shall be relieved of any and all obligations hereunder and this Agreement shall be effectively terminated. Source shall afford Entrant the following credit on the packaging artwork for the Album (or the digital equivalent thereof) (and shall instruct our designees to do so) as further consideration to Entrant, including: Name of artist, title of master and, if applicable and requested, Entrant’s official website. All other characteristics of said credit shall be at Sponsor’s sole discretion. No casual or inadvertent failure by Sponsor or any failure by a third party to comply with the credit requirements of this paragraph shall constitute a breach of this Agreement. Notwithstanding the foregoing, Sponsor shall promote the Recording and Submission Materials as included in the Album in our sole discretion.

c.         Submissions to Sponsor. Submission Materials may be submitted to the Contest beginning at 10:00 a.m. ET on the Start Date and ending at 5:00 p.m. ET on the End Date (“Submission Period”). LIMIT ONE (1) SUBMISSION OF SUBMISSION MATERIALS PER ENTRANT. All Submission Materials will be deemed to be non-confidential and may be used on a non-restricted basis. All Submission Materials must be the submitting Entrant’s original, sole work, and Entrant’s URL must link to Submission Materials uploaded by Entrant. Any Submission Materials that fail to fulfill all of the Submission Requirements, eligibility criteria, and other requirements set forth in these Official Rules may, upon Sponsor’s discovery of such failure, be subject to disqualification from the Contest and may not be entered into the Contest. No changes may be made to Submission Materials once they have been submitted, therefore, please ensure that your Submission Materials are in compliance with these Official Rules before submission. Sponsor assumes no responsibility for lost, late, incomplete, illegible, inaccessible, corrupted, or otherwise unusable Submission Materials or Entries. Throughout the Contest Period, Sponsor shall have the right to take whatever actions Sponsor deems necessary or appropriate in its sole discretion to protect the Contest Entities and the operation of the Contest, including without limitation the disqualification of Entrants who submitted Submission Materials.

4.         THE CONTEST.

a.         Selection of Contest Winners. Submission Materials received by valid and eligible Entrants during the Submission Period will be reviewed by Source (acting as the “Judge”).  There are four (4) rounds of the Contest. The outcome of the first two (2) rounds are based on the sole discretion of Sponsor, and will not result in the award of any prize (aside from moving onto the next round). The outcome of the third (3rd) and fourth (4th) round will be determined by a music industry judging panel as set forth in the sole discretion of Sponsor. The winner of the fourth (4th) round (the final round) shall be deemed the winner of the Contest (the “Winner”). The Winner will be awarded their “Prize” (as described below). To clarify, only the Winner shall receive a prize in the Contest, and accordingly no other Entrant shall be entitled to any prize other than their participation in the Contest. All dates and specific details outlining each applicable round shall be available on the Contest Page and subject to change at Sponsor’s sole discretion. NO ENTRANT WILL BE DEEMED TO BE A POTENTIAL WINNER (OR A WINNER), OR WILL BE AWARDED ANY PRIZE, UNLESS AND UNTIL SUCH ENTRANT’S ELIGIBILITY HAS BEEN VERIFIED BY SPONSOR IN ITS DISCRETION, ENTRANT HAS BEEN NOTIFIED THAT SUCH VERIFICATION IS COMPLETE, AND ENTRANT HAS COMPLIED WITH ANY REQUIREMENTS AS SET FORTH BY THE SPONSOR. Notwithstanding the foregoing, any Entrants who advance to round two (2), three (3) or four (4) shall be referred to herein as a “Potential Winner” for ease of reference. Sponsor reserves the right to not award any Prize if, in its sole and absolute discretion, it does not receive a sufficient number of eligible and/or qualified Entries. Sponsor reserves the right to select  Potential Winners and/or Winners that do not upload Submission Materials to the Contest Page.  Potential Winners shall be required to perform live at a venue chosen by Sponsor during the Contest Period. Sponsor may, in its sole discretion, contact the Potential Winner and require any such Potential Winner to submit to a background check to help ensure that the Potential Winner’s continued participation in the Contest will not, in Sponsor’s sole discretion, damage the Contest or otherwise reflect adversely on the Contest Entities; require such Potential Winner to answer additional questions or participate in additional screening procedures; require such Potential Winner to sign consent forms, releases (including, without limitation, Sponsor’s standard “Gratis Master License with Shopping Period”, “Affidavit of Eligibility” and a “Liability/Publicity Release”); and/or disqualify any Potential Winner who is unable or unwilling to do or provide any of the foregoing (“Clearance Process”).

b.         Prize. The Prize for the Winner (the “Prize”): The Winner, determined in Sponsor’s sole discretion in accordance with the terms outlined herein, shall be (i) a digital recap of their performance on www.TheSource.com and all related social media platforms; (ii) chosen as a featured “Unsigned Hype” artist in The Source Magazine’s Unsigned Hype Column; and (iii) featured on the Album distributed by Sponsor both digitally and in physical CD form.  All taxes (including without limitation federal, state, and local taxes) on or connected with the Prize and the reporting consequences thereof, and any other costs, fees, and expenses not explicitly stated herein (including without limitation meals and gratuities), are the sole responsibility of the Winner. Prize may not be endorsed, transferred, substituted or redeemed for cash, except at the Sponsor’s sole discretion. Specific details of the Prize shall remain in Sponsor’s sole discretion. In the unlikely event that any portion of the Prize is cancelled, undeliverable, or unable to take place for any reason, Winner agrees that Sponsor has no further obligations to Winner and no other additional compensation will be provided.

5.         NOT AN OFFER OR CONTRACT OF EMPLOYMENT. Under no circumstances shall the submission of Submission Materials into the Contest, the awarding of a prize, or anything in these Official Rules be construed as an offer or contract of employment with either Sponsor, or any of Sponsor’s affiliates or designees. Entrants acknowledge that they submit their Entry (including without limitation Submission Materials) voluntarily and not in confidence or in trust. Entrants acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between Entrant and Sponsor and that no such relationship is established by Entrant’s submission of an Entry under these Rules.

6.         MISCELLANEOUS.

a.         General/License.    Sponsor’s failure to enforce any provision of these Official Rules shall not constitute a waiver of such provision. All federal, state, and local laws and regulations apply. After the end of the Winner Determination Period, the name of the Winner may be posted to the Contest Page, and/or to another Sponsor-affiliated sites or services. In addition to any other grants that may be granted in any other agreement entered into between Sponsor and the Winner, where permitted by law, each such individual agrees to grant to Sponsor, the Contest Entities, and their respective licensees, affiliates, and assigns, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including but not limited to the world wide web, at any time or times, such individual’s name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising and promotional purposes without additional consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Sponsor in its sole discretion; and upon request, each such individual will provide written consent to the foregoing uses.

b.         Warranty and Indemnity.  Entrants warrant that their Entries (including without limitation Submission Materials) are their own original work and, as such, they are the sole and exclusive owner and rights holder of the Submission Materials and that they have the right to submit the Submission Materials in the Contest and grant all required licenses. Each Entrant agrees not to submit any Entry (including without limitation Submission Materials) that: (a) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, trade names, industrial designs, patent, trade secret, privacy, publicity or confidentiality obligations; or (b) otherwise violates applicable state, federal, or local law.

To the maximum extent permitted by law, Entrant indemnifies and agrees to keep indemnified Sponsor at all times from and against any liability, claims, demands, losses, damages, costs and expenses resulting from any act, default or omission of the Entrant and/or a breach of any warranty set forth herein. To the maximum extent permitted by law, Entrant agrees to defend, indemnify and hold harmless Sponsor from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from: (i) any Entry or other material uploaded or otherwise provided by Entrant that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; (ii) any misrepresentation made by Entrant in connection with the Contest; (iii) any non-compliance by Entrant with these Rules; (iv) claims brought by persons or entities other than the parties to these Rules arising from or related to Entrant’s involvement with the Contest; (v) acceptance, possession, misuse or use of any prize or participation in any Contest-related activity or participation in the Contest; (vi) any malfunction or other problem with the Contest Site in relation to the entry and participation in the Contest by Entrant; (vii) any error in the collection, processing, or retention of entry or voting information in relation to the entry and participation in the Contest by Entrant and in the voting process by consumers; or (viii) any typographical or other error in the printing, offering or announcement of any prize or winners in relation to the entry and participation in the Contest by Entrant.

c.         Arbitration. By entering the Contest, you agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to the Contest will be decided by binding arbitration. All disputes between you and Sponsor of whatsoever kind or nature arising out of these Rules, shall be submitted to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for binding arbitration under its rules then in effect in the New York, NY, USA area, before one arbitrator to be mutually agreed upon by both parties. The Entrant agrees to pay for all arbitration costs incurred.

d.         Governing Law. These Rules shall be governed by, subject to, and construed in accordance with the laws of the State of New York, United States of America, excluding all conflict of law rules. If any provision(s) of these Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Contest are hereby excluded, and Entrants expressly waive any and all such rights.

e.          Privacy. Information submitted in connection with the Contest will be treated in accordance with these Official Rules. Specifically and without limitation, Sponsor reserves the right to communicate with any Entrant about his or her Submission Materials or Entry, and because of the potential critical nature of such communications to the operation of the Contest, Entrant will not be permitted to “opt out” of receiving such communications.

f.           Non-Endorsement. The use of any non-Sponsor trademarks, service marks, logos, or other marks in connection with this Contest or any Prize is not meant by Sponsor to imply the endorsement of the respective owner(s) of such marks, or any affiliation of the respective owner(s) of such marks with the Contest Page or the Contest.

All rights reserved.

});