BREATHE CAROLINA "BLACKOUT" REMIX CONTEST — SUBMISSION AGREEMENT
IMPORTANT: This Submission Agreement (the "Submission Agreement") is made between you and the contest sponsors, Fearless Records and SoundCloud, Ltd. (hereinafter, the “Sponsors”) in connection with your submission of Submission Materials to the Contest. The terms "Submission Materials" and "Contest," and all other terms capitalized but not defined in this Submission Agreement, shall have the meaning assigned to such terms in the Official Rules, and this Submission Agreement is incorporated by reference into the Official Rules. You should read and understand the Official Rules before providing any Submission Materials to Sponsors or otherwise in connection with the Contest.
BY CLICKING THE "CHECK BOX" ON THE ENTRY PAGE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THE OFFICIAL RULES FOR THE CONTEST AND AGREE TO COMPLY WITH THE TERMS OF THE OFFICIALS RULES AND THAT YOU ARE OVER THE AGE OF 18 AND NOT A MINOR IN YOUR STATE OF RESIDENCE, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT, PLEASE DO NOT PROVIDE ANY SUBMISSION MATERIALS TO SPONSORS AND DO NOT PARTICIPATE IN THE CONTEST.
CRUCIAL GUIDELINES CREATING YOUR ENTRY: FAILURE TO FOLLOW ANY OF THESE GUIDELINES MAY RESULT IN THE AUTOMATIC DISMISSAL OF YOUR SUBMISSION. You will need to have each person whose name, image, voice or likeness is included in your submission sign a release form.
1. License to Submission Materials. For clarity, as between you and Sponsors, you will retain ownership of your Submission Materials, provided, however, that if the Submission Materials incorporate any content owned by any Contest Entity, such content will continue to be owned by such Contest Entity, and nothing herein authorizes you to use such content for any purpose. By submitting your Submission Materials, you grant to Sponsors a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (a) reproduce, distribute, transmit, perform and display (publicly or otherwise), make available to the public, adapt, modify, edit, translate, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of Sponsors, through multiple tiers) your Submission Materials, any ideas accompanying, related to, or embodied in your Submission Materials, and any materials embodying, incorporating, or derived from your Submission Materials, in any format or media now known or hereafter developed (including without limitation Internet, cable, satellite, mobile, and wireless media); (b) create derivative works from your Submission Materials and incorporate your Submission Materials into other works or into Sponsors' or their respective designees' products or services, including without limitation by embedding or incorporating advertisements into, before, or after, or displaying advertisements adjacent to or otherwise in connection with, the Submission Materials; (c) rate, review, evaluate, and judge your Submission Materials and permit third parties to do so; (d) exercise all copyright, trademark, publicity and other proprietary rights with regard to your Submission Materials; (e) use your name, photograph, portrait, picture, voice,
likeness and biographical information as news or information and for advertising or promotional purposes, whether or not in connection with your Submission Materials; and (f) use your Submission Materials for the purpose of promoting the Contest, music by Breathe Carolina and for any other advertising or promotional purposes. The foregoing license shall survive any termination or expiration of this Submission Agreement for any reason.
All Submission Materials will be deemed to be non-confidential and may be used on a nonrestricted basis. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 1, PLEASE DO NOT PARTICIPATE IN THE CONTEST.
2. Waiver. To the maximum extent permitted by law, you agree to forever release, discharge, and waive all claims against each of the Sponsors and each of the other Contest Entities from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against any Contest Entity with respect to, any Losses (as defined in the Official Rules) that relate in any way to this Submission Agreement or the
Submission Materials or any Entries, including without limitation any claim for idea misappropriation. Additionally, you hereby waive any and all rights that you may have under any laws or statutes worldwide that concern "moral rights" or "droit moral," in connection with your Submission Materials and Entries.
3. Ownership of Breathe Carolina Content. All audio materials and audiovisual materials featuring Breathe Carolina, including without limitation any master recordings, album artwork other materials embedded or incorporated therein (the foregoing, collectively, the "Sponsor Fearless
Records Content"), are the sole property of Sponsor Fearless Records. You acknowledge and agree that you do not and shall not have or obtain any right, title or interest in, to, or under any Sponsor Fearless Records Content, whether in connection with your participation in the Contest or otherwise.
4. Consideration. You acknowledge that you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to the Submission Materials, including without limitation the opportunity to win a prize. You acknowledge and agree that you are not entitled to any further compensation for any use or other exploitation by Sponsors or any other party (including without limitation any Contest Entity) of the Submission
Materials or Entries.
5. Representations and Warranties.
a. You represent and warrant that: (i) all information that you provide in connection with the Contest, including without limitation any registration information, is and will remain true, accurate, and complete; (ii) you have the legal right and authority to enter into this Submission Agreement with Sponsors; (iii) you have complied and will comply with the Official Rules; (iv) you have not submitted and shall not submit your Submission Materials to any other site or service, or any other contest, festival, or promotion, whether online or otherwise; (v) the Submission Materials are all your original, sole work; (vi) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under the Submission Materials and to grant the rights and licenses set forth herein, and such Submission Materials do not contain any third party content or intellectual property; (vii) you have not included the image or other personal information of any person or entity in the Submission Materials (including without limitation anything that would violate the rights of privacy or publicity of any person); (ix) the Submission Materials are not confidential and do not contain any confidential information; and (x) in creating the Submission Materials, preparing them for the Contest, entering the Contest, and submitting your Submission Materials to the Contest, you (A) have complied and will comply in all respects with all applicable laws, rules, and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party).
b. You represent and warrant that your Submission Materials do not and shall not contain any material that, in Sponsors' sole discretion: (i) impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity, without such person or entity's prior written consent; (ii) constitutes personally identifying information or other personal or identifying information about you or any individual; (iii) is false, deceptive, misleading, scandalous, indecent, obscene, pornographic, unlawful, defamatory, libelous, fraudulent, tortious, threatening, harassing, hateful, degrading, intimidating, or racially or ethnically offensive, or contains nudity, pornographic images, explicit sexual themes, or graphic violence; (iv) encourages conduct that could be considered a criminal offense, could give rise to criminal civil liability, or could violate any law, or that could otherwise be considered inappropriate; (v) constitutes a virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, the Contest Site, the Contest, or any hardware, software, or equipment; (vi) constitutes any advertising, promotional material, or other form of solicitation; or (vii) constitutes any material, non-public information about a company.
c. Sponsor Fearless Records reserves the right (but not the obligation), in its sole discretion, to verify, whether prior to processing the Submission Materials or at any other time, that all necessary rights, clearances, consents, releases, and/or permissions in or relating to the Submission Materials have been obtained. Sponsor Fearless Records reserves the right to disqualify you, and to refuse or reject your Submission Materials and/or Entries, if Sponsor Fearless Records determines at any time, in its sole discretion, that all necessary rights, clearances, consents, releases, and/or permissions have not been obtained by you. You agree to cooperate with Sponsor Fearless Records in any verification or inquiries related to the foregoing.
d. This Section 5 shall survive any termination or expiration of this Submission Agreement for any reason.
6. Indemnity. Without limiting Section 4(d) of the Official Rules, you agree to indemnify and hold harmless Sponsors and each of the other Contest Entities, and the respective employees, officers, directors, shareholders, agents, representatives, vendors, suppliers, and third party service providers of the foregoing, from and against any and all Losses arising, in whole or in part, directly or indirectly, out of or in connection with: (a) any use or other exploitation, or failure or omission to use or otherwise exploit, your Submission Materials or
Entries; (b) your use of or access to, or your inability to use or access the Contest Site; (c) any breach by you of any covenant, representation, or warranty set forth in this Submission Agreement; or (d) any claim that your Submission Materials or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party (including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing).
7. Limitation of Liability. To the extent permitted by applicable law: (a) in no event will Sponsors or any other Contest Entity be responsible or liable for any damages or losses of any kind, including without limitation indirect, incidental, consequential, or punitive damages, arising out of or related to this Submission Agreement or your Submission Materials or Entries, even if a Contest Entity has been advised of the possibility of such damages; and (b) in no event shall Sponsors' aggregate liability arising out of or relating to this Submission Agreement (regardless of the form of action giving rise to such liability, whether in
contract, tort or otherwise) exceed fifty dollars ($50.00).
8. Severability. If any provision of this Submission Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereof, and this Submission Agreement will be interpreted and construed as if such term, to the extent such term will have been held to be invalid or unenforceable, had never been contained herein. In addition, if any provision of this Submission Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law.
9. Assignment. This Submission Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Sponsors without restriction.
10. Printed Copy. At any time upon Sponsors' request, you agree to execute a nonelectronic hard copy of this Submission Agreement and/or the Official Rules.
11. Survival. The licenses and rights granted and assigned by you in and to the Submission Materials and Entries, and your waiver of claims with respect thereto, shall survive any termination of this Submission Agreement for any reason. In addition, all warranties, indemnities, and all provisions of this Agreement that may reasonably be interpreted or construed as surviving the termination of this Agreement shall survive the termination of this Agreement for any reason.
BREATHE CAROLINA "BLACKOUT" REMIX CONTEST - OFFICIAL RULES
THIS Contest IS OFFERED ONLY TO LEGAL RESIDENTS OF THE UNITED STATES (EXCLUDING PUERTO RICO) WHO ARE LOCATED IN THE UNITED STATES (EXCLUDING PUERTO RICO) AT THE TIME OF ENTRY.
NO PURCHASE NECESSARY. VOID IN PUERTO RICO AND WHERE PROHIBITED.
1. BREATHE CAROLINA "BLACKOUT" REMIX CONTEST (THE “Contest”) begins 9:00 a.m. Pacific Standard Time ("PST") September 27th, 2011 and ends 11:59 p.m. PST on October 31st, 2011 (the “Contest Period”).
2. Eligibility: Contest is offered only in the United States to legal residents of the 50 United States (and the District of Columbia) excluding Puerto Rico, who are at least 18 years old at time of entry and who had online access on or before Septmber 27th, 2011 and who submitted their remix made available through the Website (described below). Employees, officers, directors and agents of Fearless Records (“Sponsor”), affiliated and subsidiary companies, advertising and promotional agencies, web masters and web suppliers and the immediate family (spouse, mother, father, sister, brother, ward, daughter or son) or members of the households of each (whether or not related) are not eligible.
3. Entry: Beginning 9:00 am PST on September 27th, 2011, log on to www.fearlessrecords.com/breathe/remix.html (the “Website”), follow the instructions thereon and submit your remix electronically by 11:59:00 PM PST on October 31st, 2011. Entries must be received by 11:59:59 PM PST on October 31st, 2011. Limit 1 entry per person or email address. No facsimiles allowed. Sponsor is not responsible for lost, late, stolen, mutilated, damaged, incomplete, illegible or misdirected entries or for malfunctions of electronic equipment, computer hardware or software, or any other technical problems related to website entries. Entries become property of Sponsor and will not be returned. Any attempt at entry except as above stated is void. Sponsor’s computer will be the official clock of the Contest. No Purchase Necessary, you may enter the contest by sending a self-addressed, stamped envelope postmarked by October 31st, 2011 to: Breathe Carolina Remix Contest, Fearless Records, 13772 Goldentwest St. #545, Westminster, CA 92683.
4. Winner Selection: Two (2) potential winners will be selected among all eligible entries received on or about October 31st, 2011. Odds of winning will depend on the total number of eligible entries received during the Contest Period. One (1) potential winner will be chosen by Sponsor, the judge of the Contest, and an additional one (1) potential winner will be chosen by highest vote count submitted electronically through the Website. The Sponsor's decisions on all matters related to these Official Rules shall be final and binding.
5. Prize: Two (2) will each receieve one (1) $300 Gift Card to Guitar Center, one (1) Single Year Premium Solo Subscription on Soundcloud, (1) Limited Edition Hell Is What You Make It Album Screenprint, one (1) "I Won't Blackout" T-Shirt, (1) Signed Hell Is What You Make It album, one (1) Blush Clothing Grab Bag with assorted Blush apparel and accessories, Remix featured across all official Fearless Records and Breathe Carolina websites.
6. Winner Notification/Releases: Winner will be notified either by email, telephone, and/or mail (or overnight or certified mail). The potential winner will have three (3) days from the moment such notification is issued to respond to such notification by following the instructions provided therein. Return of any prize notification as undeliverable will result in disqualification and selection of an alternate winner. If a potential winner does not reply to the notification within 3 days of its issuance, is ineligible, or cannot or does not comply with the Official Rules, he/she may be disqualified, at Sponsor’s discretion the prize will be forfeited and an alternate winner may be selected, at Sponsor’s discretion, in a second chance selection of all eligible entries received during the Contest Period. By entering, entrants agree (i) to be bound by these Official Rules (ii) that the decision of the judges are final and binding on all matters relating to the Contest; (iii) to be contacted by Sponsor by email, telephone or mail; and (iv) to release and hold harmless Sponsor, and each of their respective parents, subsidiaries, affiliates, distributors, suppliers and advertising, promotional and judging organizations and each of their respective employees, officers, directors, shareholders and agents (collectively, the “Releasees”) from and against any and all liability for injuries and/or damages (including death) sustained in connection with use and/or misuse of a prize or related to participation in the Contest. Except if a winner is a resident of TN and where prohibited by law, by accepting a prize, the winner consents to the use of his or her name, voice, picture or other likeness for advertising, promotional and other purposes in any media as determined by Sponsor without further approval or compensation.
Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or the Website or any web site related to the Contest; to be acting in violation of the Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, macro, automatic, programmed or the like entry methods will void all such entries by such methods. In the event of a dispute as to entries submitted by multiple users having the same email account, the authorized subscriber of the email account used to enter the Contest at the actual time of registration will be deemed to be the entrant and must comply with these rules. Authorized account subscriber is deemed to be the natural person who is assigned an email address by an Internet access provider, on-line service provider or other organization, which is responsible for assigning email addresses for the domain associated with the submitted email address. Potential winner may be required to provide the Sponsor with proof that the potential winner is the authorized account holder of the email address associated with the potentially winning entry. Sponsor may prosecute any fraudulent activities to the full extent of the law. All federal, state and local laws and regulations apply.
7. Limitations of Liability: The Releasees are not responsible for any lost, late, illegible, misdirected, mutilated, incomplete, incorrect or inaccurate entries or entry information, whether caused by web site users or by any of the equipment, computer hardware or software or any other technical operation or programming associated with or utilized in the Contest, and the Releasees assume no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission at the Website or any web site related to the Contest, or for communications line failure, or for theft or destruction, tampering, or unauthorized access to entries and/or entry information. If, for any reason, the Contest is not capable of running as planned by reason of infection by computer virus, bugs, worms, tampering, unauthorized intervention, fraud, tampering, technical failures, or any other causes beyond the control of Sponsor which, in the sole opinion of Sponsor corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest and Sponsor reserve the right at their sole discretion to void suspect entries and/or to cancel, terminate, modify or suspend the Contest and select the winner from among all eligible entries received prior to such cancellation, termination or suspension. IN NO EVENT WILL THE RELEASEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF THE INTERNET SITES, THE “WEB SITE”, http://fearlessrecords.com OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID SITES.
8. Arbitration/Choice of Law: Except where prohibited, entrants agree that (i): any and all disputes, claims, and causes of action arising out of or connected with this Contest, or any prize awarded, or the determination of the winner shall be resolved individually, without resort to any form of class action, and exclusively by arbitration pursuant to the Rules of the America Arbitration Association, then effective, and (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Contest but in no event attorney’s fees; and (iii) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives 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. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and Releasees in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without regard for conflicts of law doctrine, and all proceedings shall take place in that State.
9. Winner’s Name: For name of the winner, send a self-addressed, stamped envelope postmarked by October 31st, 2011 and received by November 10th, 2011 to: Breathe Carolina Blackout Remix Contest, Fearless Records, 13772 Goldentwest St. #545, Westminster, CA 92683.
Sponsored by: Fearless Records, 13772 Goldenwest St. #545 Westminster, CA 92683