DISTRIBUTED CREATION INC. D/B/A SPLICE AND Terra Naomi "Nothing To Hide" REMIX CONTEST
OFFICIAL CONTEST RULES
NO PURCHASE NECESSARY TO ENTER OR WIN THIS CONTEST. VOID WHERE PROHIBITED OR RESTRICTED BY LAW OR WHERE REGISTRATION OR BONDING REQUIRED.
These Official Rules (the “Rules”) govern your participation in Terra Naomi "Nothing To Hide" Remix Contest (the “Contest”). Participation in the Contest constitutes your full and unconditional agreement to and acceptance of these Rules as well as the Distributed Creation Inc. d/b/a Splice (“Splice”) Terms of Service posted at http://splice.com/terms (the “Terms”), so, it is important that you read and understand them. To the extent there is a conflict between these Rules and the Terms, these Rules will govern.
Summary of Material Terms. As provided in greater detail in these Rules (and without limiting the express language of these Rules), you acknowledge the following:
- The Label (as defined below) will own all right, title, and interest in and to your Entry.
- You may only publish your Entry on Splice and the Third Party Sites (as defined below), and only if you comply with these Rules.
- You may not use any third party’s content in your Entry unless you have the express permission of that third party or the content is in the public domain.
- Sponsors. The Contest is sponsored and run by Splice, headquartered at 36 East 20th Street, 4th Floor, New York, New York 10003, and Terra Naomi (“Label”) (together, the “Sponsors”).
- Entry Period. The Contest’s audio elements will go online at or about 1 pm, April 6th, 2018. You may enter the Contest by creating remixes on https://splice.com/TerraNaomiOfficial/nothing-to-hide-remix-contest (the “Contest Page”) from April 6th, 2018 until 11:59 PM, June 1st, 2018.
- Eligibility. The Contest is offered only to natural persons at least 18 years of age and at least the age of majority in the person’s jurisdiction of residence as of the date of entry. If you are the parent or legal guardian of a child between the ages of 13 and 18, you may enter the Contest on behalf of your child, in which case (i) both you and your child will be considered “you” for purposes of these Rules, and (ii) you are solely responsible and liable for ensuring your child’s full compliance with these Rules. Employees, independent contractors, officers, and directors of Sponsors’, their respective shareholders, agents, representatives, affiliates, subsidiaries, advertising, promotion and fulfillment agencies, and legal advisors (“Sponsors Parties”), and the immediate family members and persons living in the same household of such persons, are not eligible to participate in the Contest.
- How to Enter; License Grant to You. Sponsors offer you a chance to engage in a creative dialogue with Label’s recording artist, Terra Naomi.
- How to Enter. To enter, create and publish a remix of Terra Naomi "Nothing To Hide" clip that is available on the Contest Page (the “Stem”). Entries must be submitted through the Contest Page.
- License to Stem. Solely to create an entry, you may download, reproduce, edit, distribute, publicly perform and create derivative works of the Stem to create an original fully-mixed audio remix of the Stem using the Splice platform (such platform, the “Platform”) (an “Entry”). The Stems are provided for the purpose of the identified Contest only. No further rights are granted in the Stems or vested in you by the act of downloading the Stems.
- Permitted Materials. In addition to the Stem, you may include in your Entry music you create yourself, material in the public domain, and/or other material for which you have express permission to use and license in accordance with these Rules. Elements added by you must not include any viruses, worms, spyware, Trojan horses, malware, or other computer programming routines that may damage or detrimentally interfere with any computer or other device. By submitting an Entry, you represent and warrant that the content in your Entry is remixed by you. IF YOU USE CONTENT THAT YOU ARE NOT AUTHORIZED TO USE, YOU ARE NOT ENTITLED TO ENTER THIS CONTEST AND YOUR ENTRY WILL AUTOMATICALLY BE DISQUALIFIED BY THE SPONSORS AND NOT CONSIDERED BY THE JUDGES OR THE COMMUNITY.
- Qualification. You may enter multiple times, but each individual or group entrant is only eligible for one prize. To be eligible for a prize (described in Section 10), an entrant or group of named entrants must comply with all provisions of these Rules. Sponsors reserve the right to ask you for evidence of such compliance, especially with respect to Section 5.c. Sponsors reserve the right to evaluate each Entry’s eligibility under the Rules as well as for compliance with the U.S. Copyright Act and any and all other applicable laws. Entries may be removed from the Contest Page and disqualified from the Contest at Sponsors’ discretion.
- Format of Entries; License Grant and Ownership.
- By entering this Contest, you hereby assign away and transfer any and all rights in your Entry on a worldwide, perpetual, irrevocable and royalty-free basis, for any and all purposes including, but not limited to, display, public performance, posting for streaming and/or download, making of derivative works, reproduction, distribution, and all other means of exploitation of the Entries. Entrants agree that the Label, or Label’s designee, will, from inception, own all right, title and interest in each Entry (including, but not limited to, the copyrights in the sound recording) in perpetuity, free from any claims by you or any other person. You will have no ownership rights or interest whatsoever in the applicable Entry, and will not commercially use or exploit the Entry in any manner whatsoever, except as set forth in these Rules. Notwithstanding anything to the contrary above, as between you and the Label, or Label’s designee, you will own the rights to the original elements of such Entries as are created by you, when such original elements are separated from the Stems and so long as such original elements do not infringe Sponsors’ rights in the Stems. By entering this Contest, you agree: (a) that Sponsors have the right to use your Entry and your name and likeness in any and all media in and in connection with promotion, publicity, marketing and advertising for and by Sponsors, and in connection with this Contest or other promotions by Sponsors as Sponsors see fit without any further notification or compensation to or of you; (b) that Sponsors have no obligation (express or implied) to use any Entries in any manner and you will not be entitled to any damages or other relief by reason of Sponsors’ use or non-use of an Entry; and (c) to be bound by these Rules. By entering this Contest, you agree to sign and deliver to Sponsors such documents as Sponsors may reasonably require to effectuate the rights and obligations granted in these Rules.
- Notwithstanding anything to the contrary in these Rules, you are hereby granted a limited revocable, personal license to reproduce, distribute, and publicly perform your Entry(ies) to and through your accounts or channels on the following online service providers: YouTube, Vimeo, and SoundCloud (each, a “Third Party Site”) for non-commercial purposes only. Sponsors and their licensors reserve all rights not expressly granted in these Rules. Sponsors may terminate the rights granted in this Section immediately upon notice (via e-mail) to you if you breach these Rules.
- What Others May Do With Your Entries. All eligible entries will be made available to the Platform’s registered users (the “Community”) for voting. Neither Sponsor nor Splice will commercially exploit any non-winning Entry without your prior consent.
- Prizes. One (1) Judge’s Grand Prize winner and one (1) Community Grand Prize winner will be determined by the criteria outlined in Section 11.
- Judge’s Grand Prize (One (1) will be awarded): one LCT 440 Pure Microphone (ARV $300.00 USD), a post of the track on Terra Naomi’s social media (ARV $200.00 USD), and an official release of their remix through digital download services, as agreed upon between Terra Naomi and the winning remix producer and one-quarter (25%) of the revenues generated through the applicable digital distributor (e.g,. Distrokid), to be paid directly to the winning remix producer for so long as the release is distributed through a third party, and one-quarter (25%) of any gross profits made from licensing fees made through sync licenses of the remix. If there becomes a need to change distributors, then Sponsor will notify winner of the new distributor and work with winner to transition to the new distributor. The approximate retail value (“ARV”) of the Judge’s Grand Prize is $500.00 (USD).
- Two Runner Up winners will receive an official release of their remix through digital download services, as agreed upon between Terra Naomi and the winning remix producer and one-quarter (25%) of the revenues generated through the applicable digital distributor (e.g,. Distrokid), to be paid directly to the winning remix producer for so long as the release is distributed through a third party, and one-quarter (25%) of any gross profits made from licensing fees made through sync licenses of the remix. If there becomes a need to change distributors, then Sponsor will notify winner of the new distributor and work with winner to transition to the new distributor. The approximate retail value (“ARV”) of each Runner Up Prize is $200.00 (USD).
- Community Grand Prize (One (1) will be awarded): A one year subscription to Splice Sounds. The approximate retail value (“ARV”) of the Community Grand Prize is $96.00 (USD).
Sponsors may modify or edit winning Entries to ensure the audio quality or for any purpose that Sponsors deem necessary or desirable. Sponsors may undertake, or instruct its representatives to undertake, such reasonable editing or modifications. All prize expenses and/or services not specified herein are not included and are the sole responsibility of the winner(s). No alternative prize, cash equivalent, or other substitution is permitted except by Sponsors, at Sponsors’ sole discretion, in the event of prize unavailability. Prizes are nontransferable. All federal, provincial, state and/or local taxes are the sole responsibility of the winners.
- Judging. The Judge’s Grand Prize winner will be chosen by Terra Naomi. Terra Naomi will judge entrants by the originality and quality of their Entries. The Community Grand Prize winner will be determined by the number of votes an Entry obtains from the Community, subject to Contest eligibility. The Community will judge Entries by originality and quality; the Entry with the most “likes” on the Platform will win the Community Grand Prize.
- Final Decision. All grading decisions are final. Sponsors may disqualify any Entry that is, in Sponsors’ discretion, inappropriate, offensive or demeaning to Sponsors’ reputation or goodwill, or contrary to Sponsors’ mission or these Rules. Once the grading of the Entries is complete, Sponsors will notify the winners via email using the information submitted by the entrants in their Splice user profile. If a winner fails to respond within 14 days of the date of the notification, that winner will be disqualified and the next highest scoring remix will be selected as an alternate winner for the applicable prize and notified according to this procedure.
- Indemnification. By submitting an Entry, you agree to indemnify, defend, and hold Sponsors’ Parties harmless from: (a) any and all claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert’s fees) arising out of or relating to any breach by you of the terms and conditions of these Rules, including any representations and warranties; (b) telephone, electronic, hardware or software program, network, Internet, or computer malfunctions, failures, or difficulties of any kind; (c) any condition caused by events beyond Sponsors’ control that may cause the Contest to be disrupted or corrupted; (d) any printing or typographical errors in any materials associated with the Contest; and (e) any other losses, damages, rights, claims and actions of any kind in connection with or resulting from participation in the Contest or acceptance of any prize, including without limitation, personal injury, death, and property damage, and claims based on publicity rights, defamation, or invasion of privacy.
- General Terms and Conditions. Sponsors reserve the right, in their sole discretion, to suspend or cancel Contest at any time if a computer virus, bug, or other technical problem corrupts the administration, security, or proper conduct of the Contest. Sponsors may revise these Rules at any time in their sole discretion by posting an updated version. Any Rules changes will be effective upon posting, and your continued participation in the Contest after a change to these Rules constitutes your binding acceptance of these Rules. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Rules, or the rights and obligations of participant and Sponsors in connection with the Contest, will be governed by, and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the State of New York. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in New York, New York, and you agree and submit to the personal and exclusive jurisdiction and venue of these courts. The Sponsors Parties are express third party beneficiaries of Section 13 of these Rules.
- Winners List/ Rules. A copy of these Rules and a winners list may be obtained by sending an email request to firstname.lastname@example.org. Requests for winners list must be received by August 1st, 2018.