100K Battle - Official Rules

No purchase necessary to enter or win. Purchase does not increase chances of winning. The "100K Battle" (the "Contest") and any advertisement relating thereto is available for participation throughout the world, except void where prohibited, and shall be construed according to, and governed exclusively by, United States law. Do not participate in this Contest if you are not at least 16 years of age at the time of entry, or do not fall within the eligibility requirements set forth in these Official Rules. VOID WHERE PROHIBITED BY LAW.

"100K Battle"

Official Rules

(1) Contest Description: The "100K Battle" (the "Contest") is sponsored by URSESSION MEDIA INTERACTIVE, INC. ("Sponsor"), located at 10 Universal City Plaza, Suite 2000, Universal City, CA 91608 and hosted on URSESSION.COM/WAKEUPSHOW ("Website"). The Contest is an online competition made available through the Website where contestants download instrumental beats ("Beats") provided by Sponsor for Contest purposes only and contestants overlay their own original lyrics to the selected Beats and upload such completed songs (each a "Submission") to the Website for consideration and online voting during the Contest Period (as defined below). The winner of the Contest will by selected based upon the number of online votes received through the Website and the winner will receive a Prize Package as more specifically described below. The Contest submission period begins on April 1, 2008 and the Contest submission and online voting period is scheduled to end on December 12, 2008 (the "Contest Period" as further defined in Paragraph 3 below), with one (1) winner selected and announced on or about October 5, 2008 upon Sponsor's confirmation of the accuracy and integrity of the online vote count.

(2) Eligibility: (a) Contest is open to amateur and professional artists throughout the world who have earned less than $50,000 USD in aggregate song royalties within a calendar year. Submissions must be received no later than the conclusion of the Contest Period. (b) Employees of URSESSION MEDIA INTERACTIVE, INC., their families, subsidiaries, and affiliates are not eligible to provide Submissions for Contest consideration. (c) Void where restricted or prohibited by law. (d) The Contest is open worldwide and only to contestants that are at least 16 years of age at the time of entry. By participating in this Contest, each contestant unconditionally agrees to abide by these Official Rules and the decisions of the Sponsor, which shall be final and binding in all matters relating to this Contest.

(3) When to Enter: NO PURCHASE NECESSARY TO ENTER OR WIN. The Contest begins at 12:01 A.M. Pacific Standard Time ("PST") on April 1, 2008, and the ends at 11:59 P.M. PST on December 12, 2008 (the "Contest Period"). The Contest shall consist of a continuous Submission and voting period and a five-day voting confirmation and winner announcement period to commence immediately following the conclusion of the Contest Period. The Website's database clock will be the official timekeeper for all submissions and voting in this Contest.

(4) How To Enter: Each contestant must comply with the following Contest entry rules: (a) No purchase necessary to enter or win. (b) A computer with internet access is required to participate in this Contest. (c) To enter, each contestant must visit the Website and follow the links and instructions to the Contest page. (d) To be eligible, each contestant must review an electronic copy of these Official Rules in its entirety and, agree to abide by these Official Rules and the Websites Terms of Service ("TOS") of the Website. (e) Each contestant must complete the sign-up form in its entirety and agree to be bound by the terms of these Official Rules. (f) Contestant will then be directed to the Beats page, whereby contestant will have the opportunity to select Beats provided by Sponsor for use solely in connection with the Contest and for no other purposes (whether promotional, commercial or otherwise). (g) Once the contestant has downloaded the Beat(s), contestant will then be required to overlay or otherwise incorporate contestants original lyrics over the selected Beat(s) and upload the finished song onto the Website for online voting during the Contest Period. (h) There is a three (3) song Submission maximum by each contestant during the Contest Period and each such submission must uploaded onto the Website by no later than the end of the Contest Period. (i) Personal information collected in connection with this Contest may be shared with Sponsors subsidiaries, parent, affiliated entities and partners and will be used by Sponsor and such other parties in compliance with their respective privacy practices. (j) Entry must be made by contestant only in the manner set forth herein. (k) All other methods of entry are considered void.

(5) Form of Submissions: Each song submitted by a contestant must be the contestant's original lyrics. Contestants may submit a maximum of three (3) songs. Collaborative works will be accepted, however the Prize Package will be awarded to the contestant whos name appears on the electronic sign-up application. Any division of the Prize Package among co-contestants shall be the sole responsibility of the winner.

By submitting the video and/or audio, each contestant agrees to the terms and conditions of these Official Rules and TOS, and further represents and warrants that contestant is the sole copyright owner of the lyrics on any submitted video or audio, and that contestant has the authority to grant the permission and rights granted herein, and that no other permission is required to grant such rights, and contestant hereby irrevocably grants Sponsor the right, but not the obligation, to use the video/audio Submission, contestants name, voice, and likeness and address (city, state, and zip code) (collectively "Attributes"), the Attributes of each individual featured in the video or audio and any statements made by or attributed to contestant and all those featured in the video or audio, for advertising and promotional purposes in any and all media, now known or hereafter devised (including, without limitation, Internet/online streaming and downloads, wireless distribution, non-standard and broadcast television exhibition, etc.), without notice, review, or approval by the applicable contestant, in perpetuity and throughout the universe without further compensation, and contestant hereby releases the Sponsor and its respective parent, subsidiaries and affiliated companies, advertising and promotion agencies, and all of their respective officers, directors, employees, representatives and agents from all claims arising out of any such use.

All Submissions must meet the Submission Requirements as follows: (i) Each Submission must be a song comprised of contestants original lyrics combined with a Beat downloaded from the Website in its entirety without any editing, alteration or modification of such Beat (other than the incorporation of contestants lyrics). Beats downloaded from the Website may only be used for this Contest and not for any other commercial or promotional purpose; (ii) lyrics must be owned exclusively by contestant; (iii) lyrics must not have been previously published, released or distributed commercially; (iv) not infringe upon any third party intellectual property rights, or violate any law, and as of the date of Submission, not be the subject of any actual or threatened litigation or claim; and (v) be suitable for publication (e.g., no nudity, profanity, obscene gestures, any depiction of real or simulated sexual acts, graphic or gratuitous violence, dangerous or illegal acts or written descriptions thereof, no provocative, offensive, indecent, defamatory or libelous material) as determined by Sponsor in Sponsors sole discretion. Submissions that do not conform to these requirements will be disqualified. Proof of entering information onto the Website is not considered proof of delivery to or receipt by Sponsor of the Submission. Sponsor shall not be responsible 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 Contest or by any technical or human error or any other intentional, casual, or inadvertent misconduct, which may occur in the processing of the entries in the Contest. Sponsor assumes no responsibility or liability for any error, omission, interruption, deletion, theft or destruction, or unauthorized access to, or alteration of entries. The use of any device to automate the entry process is prohibited. All information and tangible materials submitted to Sponsor will not be returned. No correspondence will be acknowledged or entered into.

(6) License: With respect to each Submission, contestant shall retain ownership rights in the lyrics only in their stand-alone form and shall not otherwise obtain any ownership rights to the stand-alone Beats provided through the Website or the finished song incorporating any Beat. Contestant shall not use the Beats and/or any song that uses a Beat (or any portion thereof) for any purpose (other than in connection with this Contest) including, without limitation, for additional performance, display or any other use without the prior express written consent of Sponsor and the producer(s) of the applicable Beat(s). Contestant hereby agrees to take all steps and execute any documents necessary to effectuate the foregoing. Producers of the Beats shall retain all rights to said Beats available on the Website. Notwithstanding contestants ownership of contestants original lyrics, by submitting a Submission to the Contest, contestant hereby grants to Sponsor a worldwide, non-exclusive, royalty-free, non-cancelable, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Submission in connection with the Contest and for other promotional and commercial use by Sponsor and/or its successors and affiliates, including without limitation promotion and redistributing part or all of the Submission (and derivative works thereof) in any and all media formats and through any and all media distribution. Sponsor has the absolute right to edit and/or alter any Submission. In addition to the use of a Submission in connection with the Contest, Sponsor reserves the right to use (or not use) each contestants Submission at all and/or as little of the Submission as it so chooses.

(7) Winner Determined by Online Voting: The public will have the opportunity to vote for Submissions uploaded by conestants during the Contest Period. The contestant whose Submission receives the most qualified votes online on the Website shall be declared the winner of the Contest at the conclusion of the five-day Sponsor review and confirmation period that will immediately follow the end of the Contest Period. Sponsor may from time to time set forth qualifications for voting and voters. Only those votes that meet the qualifications will be counted for the purposes of determining the winning Submission.

(8) Ties: In the event of a tie, Sponsor reserves the right to extend the competition to break the tie and establish a clear winner. Sponsor may employ any means it deems reasonable, at its sole discretion, to resolve the tie, including, but not limited to, conducting another competition.

(9) Acknowledgment of Proprietary Rights: Contestants retain all rights to their stand-alone lyrics only unless otherwise mutually agreed. Contestants shall not have any right or license to use Beats downloaded from the Website for any purposes other than in connection with this Contest without the express prior written approval of Sponsor and the producer of each applicable Beat.

(10) Fraud: Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the competition or to be acting in violation of the Official Rules, TOS or in an unsportsmanlike or disruptive manner. Moreover, any attempt by any person to deliberately damage Sponsor's web sites and/or web pages (including, without limitation, the Website) or undermine the legitimate operation of the competition may be in violation of criminal and civil laws and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor's failure to enforce any term of the Official Rules and/or TOS shall not constitute a waiver of this provision. All competition results will be reviewed by Sponsor to ensure accuracy before the final winner for the Contest is posted. Contestants suspected of fraud or attempted gaming will be disqualified. Inappropriate or misclassified songs/Submissions may be disqualified. Sponsor reserves the right to update Contest results as needed should fraudulent behavior be determined and Contest entries be disqualified.

(11) Prizes / Odds: The odds of winning will depend on the number of eligible entries received. The Contest winner will receive the prizes as set forth in the Contest announcement on the Website (the "Prize Package"). In the event a prize is not available due to circumstances beyond the control of Sponsor, Sponsor reserves the right to provide a substantially similar substitute prize that Sponsor deems to be of greater or equal value. The Prize Package is non-assignable and nontransferable. The Prize Package is subject to availability and Sponsor in its sole discretion may substitute cash or a different prize of approximately equal or greater value except where prohibited by law. If lost, the prize awarded will not be replaced. No prize substitution will be allowed, except at Sponsors sole discretion due to prize unavailability and then only for a prize of equal or greater value. Depiction of the Prize Package in any advertising, promotional materials, or on the Contest Website(s) (if any) may not reflect the actual Prize Package delivered to the winning contestant. Sponsor or its agents shall not be responsible for delays in delivery of any prize thats part of the Prize Package once it has been shipped by Sponsor or its agent. The winning contestant shall bear all risk of loss or damage to any component of the Prize Package after it has been delivered to the winning contestant. If any potential winning contestant declines the Prize Package (or any component thereof), is found to be ineligible, or fails to comply with these Official Rules or TOS, such potential winning contestant will be disqualified and will forfeit the Prize Package he or she otherwise might have received. Upon verification of contestants win, and compliance with these Official Rules, delivery of the Prize Packge will be coordinated by a representative of Sponsor and the winning contestant will receive further notification with details on how to claim the Prize Package.

(12) Taxes: The Winning contestant is solely responsible for all federal, state, and local taxes and fees associated with the Prize Pacakge receipt and use. Sponsor will withhold and report taxes as required by law. Sponsor may require the winning contestant to provide various affidavits and/or federal government forms before prizes will be shipped.

(13) Dates & Deadlines/Anticipated Number Of Contestants: Because of the unique nature and scope of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest. Sponsor cannot accurately predict the number of contestants who will participate in the Contest.

(14) Terms and Conditions Binding: By submitting an entry to this Contest, contestants agree to be bound by the rules of this Contest and the tally of the online votes, which shall be final and binding. Entry also constitutes permission to use contestants' names, likenesses, and voices for future advertising and publicity purposes without any compensation to the applicable contestant.

(15) Cancellation of Contest: Sponsor reserves the right to cancel the Contest if fraud, technical failures, or any other factor beyond Sponsor's reasonable control impairs the integrity of the Contest, as determined by Sponsor in its sole discretion.

(16) Disclaimer of Liability: Sponsor and each of its parent companies, affiliates, subsidiaries, directors, officers, employees, licensees/licensors, representatives and agents disclaims any and all liability whatsoever for any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Contest or with the acceptance, possession or use of any prize included within the Prize Package (including, without limitation, claims, costs, injuries and losses related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light).

(17) Release of Liability: Except where prohibited by law, by entering, contestants release Sponsor and each of its parent companies, affiliates, subsidiaries, licensees/licensors, directors, officers, employees, representatives and agents from any and all claims, actions, injury, loss or damage of any kind resulting from or arising directly or indirectly out of each contestant's participation in this Contest and/or from the acceptance or use of any prize awarded.

(18) Governing Law: Void where prohibited. The laws of the State of Delaware and the United States of America apply to and govern this Contest, including but not limited to any applicable taxes for prizes included as part of the Prize Package. Except where prohibited, participants agree that any and all disputes, claims, and causes of action arising out of or connected with the Contest shall be resolved exclusively by arbitration pursuant to the Rules of the American Arbitration Association then effective, and any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred by participant with regard to the Contest, but no attorneys' fees, punitive, incidental, consequential or other damages.

Any claims or actions in connection herewith must be brought in the City of Los Angeles, California. Rules and regulations are subject to change at Sponsor's discretion.

(19) Severability: If any portion of these Contest rules is deemed void or unenforceable, then that portion shall be deemed severable from these Contest rules and shall not affect the validity and enforceability of the remaining provisions.

(20) Representations And Warranties/Indemnification: Each person who enters this Contest represents and warrants to Sponsor as follows: (i) the lyrics included in the Submission are the contestants own original, previously unpublished, and previously unproduced work; (ii) the lyrics included in each Submission are wholly original with contestant, created by contestant, and as of the date of Submission, is not the subject of any actual or threatened litigation or claim; (iii) the Submission neither infringes upon nor violates the intellectual property rights or other rights of any other person or entity as it pertains to the lyrics; (iv) the Submission does not and will not violate any applicable laws, and meets the Submission Requirements set forth above. Each Submission must not contain any unauthorized third party owned material, including, but not limited to, trademarks, logos, background music, depictions of actors and the like. Further, contestants will furnish to Sponsor, upon Sponsors request, any documentation, substantiation, and releases necessary and reasonably required to prove, confirm, verify, and substantiate contestants compliance with any or all of the terms and conditions of these Official Rules, including without limitation the foregoing representations and warranties. Additionally, contestant represents and warrants that he or she will not have and will not acquire any trademark rights, copyrights, or any other rights in Sponsors trademarks, trade names, logos or other intellectual property. Sponsor specifically reserves all its rights to protect its intellectual property against any infringement or other illegal or improper use. Each contestant hereby agrees to indemnify and hold the Sponsor Parties harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of contestant hereunder.

21) IMPORTANT: PLEASE READ GENERAL RELEASE AND LIMITATIONS ON LIABILITY: By entering the Contest, contestants agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering the Contest, if any, but in no event will attorneys fees be awarded or recoverable; and (3) under no circumstances will any contestant be permitted to obtain any award for, and contestant hereby knowingly and expressly waives all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out of pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. Each contestant acknowledges and agrees that the Sponsor, its agencies, web masters/suppliers, contractors and vendors are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected, or illegible entries or for failure to receive entries due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with Sponsor, or otherwise, that may limit a contestants ability to participate in the Contest; (ii) incorrect or inaccurate information whether caused by internet users, or by any equipment or programming associated with or utilized in connection with this Contest and assume no responsibility for any error, omission, malfunction, interruption, deletion, defect, or delay in operation or transmission, communications line failure, theft, or destruction or unauthorized access to, tampering, or hacking; (iii) any injury or damage resulting from participation in the Contest and/or the use and/or misuse of any prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the contestants rights of publicity or privacy); or (iv) the contestants claim that he or she has somehow been defamed or portrayed in a false light. Sponsor assumes no responsibility for any damage to a contestants computer system, which is occasioned by accessing the Website, or participating in the Contest, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right, at its sole discretion, to disqualify any contestant it finds to be tampering with the Submission process or operation of the Contest or to be acting in a disruptive manner or threatening the fairness and/or integrity of the Contest, or with intent to threaten, abuse or harass any other person, in each case as determined by Sponsor in its sole discretion. If, for any reason, this Contest is not capable of running as planned by reason of infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, fraud, technical failures or any other causes which, in the sole opinion of the Sponsor, corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest, Sponsor reserves the right, at its sole discretion, to cancel, terminate, modify or suspend this Contest and determine winner from all eligible Submissions received prior to action taken, or as otherwise deemed fair and equitable by Sponsor.