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Battle Rap GRAND PRIZE Contest

OFFICIAL RULES

INTERNET ACCESS REQUIRED

  1. DESCRIPTION OF THE CONTEST: The Battle Rap Grand Prize Contest (“Contest”) runs from November 24, 2007 at 12:00:01 AM (ET) through December 24, 2007 at 11:59 PM (ET) (“Contest Period”).  Finalists selected in previous Battle Rap Contests will be judged by a panel of industry experts to select the best overall who will win the Grand Prize of a $100,000 recording contract.

  2. ELIGIBILITY:  Open to residents of the United States, the District of Columbia and the United Kingdom who are 13 years of age or older at the time of entry and have been selected as a Finalist in a Battle Rap contest sponsored by Pure Games, LLC.  Void in and to residents of Maryland, Vermont, New Jersey, Puerto Rico and where prohibited by law.  Employees of Sponsor, its affiliates and subsidiaries, participating advertising and promotion agencies and prize suppliers (and members of their immediate family and/or those living in the same of household of each such employee) are not eligible.  Furthermore, you may not participate in this Contest if you or any member of your performing group is under contract with (i) any record company, , (ii) any major publishing company, or (iii) any company which might interfere with your ability, or the ability of any member of the performing group, to perform for the promotion Sponsor, or to enter into agreements with the Sponsor as described herein, as determined by the Sponsor in its sole and absolute discretion.

  3. HOW IT WORKS:  The (9) nine finalists selected in Battle Rap contests held between April 15, 2007 and November 23, 2007  will be judged by a panel of industry experts to select the Grand Prize winner based on the following equally weighted jdging criteria: originality; creativity; and marketability.  Judges will evaluate not only the entrant’s song/performance, but also the overall contest page.

  4. Pure Games, Inc. (“Sponsor”) reserves the right to disqualify any Finalist whose Loud.com page, in the sole opinion of the Sponsor/Judges contains content that is, a) sexually explicit, unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; (B) obscene or offensive; (C) defames or invades publicity rights or the privacy of any person, living or deceased, or otherwise infringes upon any person’s or company’s personal or intellectual property or contains disparaging remarks about other people or companies; and/or (D) communicates messages or images inconsistent with the positive images and/or good will to which Sponsor wishes to associate.  Songs may be submitted by an individual or a performing group, however, all members of a group must comply with all of the eligibility criteria as described in #2.  In the event of a group submission, one member of the group must be the primary contact person on behalf of the group and that person will become the Finalist.  Pure Games, Inc. assumes no responsibility for any internal disputes among performing group members with respect to their ownership of any publishing interest in any song uploaded into the Competition. By submitting a Song, the Finalist and all performing group members, if any, agree that Pure Games, Inc. may rely upon the statements of the Finalist as the representative of the Finalist and all members of the performing group.

  5. PRIZE & APPROXIMATE RETAIL VALUE:  (1) Grand Prize winner will receive $100,000 in cash and a recording agreement to release the “winning single” to the public SRC/Universal.  Notwithstanding this, Pure Games at its sole discretion has no obligation to release the winning single to the public and can elect to compensate the Grand Prize winner with an additional cash amount of $10,000 in place of releasing the winning single.

  6. WINNER REQUIREMENTS/OBLIGATIONS: Before the Grand Prize is awarded, the Winner must enter into an agreement with Sponsor which is subject to good faith negotiations under which such person (and, if any are eligible minors in their jurisdictions of residence, the parents or legal guardians of such minors) must, among other things, without payment of any compensation or consideration other than as specified herein and without the need to obtain permission from any third party:

    1. agree that the Pure Games, Inc. will be entitled to the following, if the Winner enters into an exclusive recording agreement with a record label in the United States within eighteen (18) months after being declared a Winner (such 18 month period is herein referred to as the “Winning Period”), or such agreement is entered into within six (6) months after the Winning Period pursuant to a confirmed deal memo executed between the Winner and the record label during the Winning Period: (i) an amount equal to four percent (4%) of the “all-in” recording fund allocated to the  first two (2) albums recorded pursuant to such agreement, and (ii) royalties equal to two percent (2%) retail with respect to said two (2) albums (or the equivalent rates for wholesale or ppd-based royalty base prices), which royalties shall be computed and prorated, paid and not paid, in all respects in the same manner, upon the same bases, at the same times and subject to the same applicable definitions as such record label computes the royalties payable to the Winner pursuant to the recording agreement;

    2. grant to Battle Rap and their respective designees a non-exclusive, perpetual, worldwide, royalty-free right during and after the Winning Period to use the names, likenesses, voices, biographical information, photographs and performances of the Winner, the stage name of the individual Winner, or, if applicable, performing group, and logo for advertising, promotional and any other purposes, in any and all media, now and hereafter known;

    3. grant to Sponsor and their respective designees an exclusive, worldwide, royalty-free right during the Winning Period (and non-exclusive, perpetual, worldwide, royalty-free right after the duration of the Winning Period) to reproduce, record, alter, amend, edit, publish, publicly perform, use and stream the Song (including the sound recording and musical composition related thereto) by itself and/or in compilation recordings produced by Pure Games, Inc. for any purpose (including without limitation, in connection with, including in synchronization or in time relation with, commercials, advertisements and promotions related to Pure Games, Inc., the Contest and subsequent talent search contests sponsored by Contest Sponsor), in any and all media, now or hereafter known, including but not limited to, television, theatrical advertisements, radio, Internet, newspapers, magazines and billboards.

    The above-described agreements must be signed, notarized and returned within fourteen (14) days of Pure Games, Inc.’s issuance.  Noncompliance within this time period, with these rules, or the return of any notification as undeliverable may result in disqualification and the selection of a runner-up (or cancellation of the Contest and no awarding of a Prize), if Sponsor so elects at its sole and absolute discretion.

    Each entrant agrees and acknowledges that all right, title and interest in and to the entry and any materials or information supplied by entrant to Sponsor in relation to the Competition (collectively the "Materials"), including without limitation any and all intellectual property rights therein, are irrevocably assigned to Sponsor and entrant retains no rights whatsoever specifically including the rights to the underlying musical composition.  Sponsor shall own all rights to in and to the master recording therein.  Sponsor has the right to edit, adapt, modify, publish, promote, and otherwise use or not use the entry and the information contained therein in any way, in any media throughout the world, without any compensation to the entrant.  Entrant agrees to do all things and execute all documentation necessary to effect the assignment and/or waiver herein described.  The entrant acknowledges that: (I) Sponsor has no obligation to use, publish or exploit any Materials, including the songs submitted by the Competition winners; (II) OTHER THAN AS SET FORTH HEREIN, SPONSOR OR ITS ASSIGNS MAY COMMERCIALLY EXPLOIT THE MATERIALS WITHOUT LIABILITY OR ADDITIONAL CONSIDERATION OF ANY KIND TO THE ENTRANTS.  All uploaded works from users shall immediately become the property of Sponsor and those works shall be “work-for-hire” as defined in the US Copyright Code.  As such any Battle Rap user, who is currently signed to an exclusive recording agreement, should not post songs on this site without the prior written consent of the label to which you are signed.

    At no time may an entrant use any content, specifically including but not limited to the imported beats, for their own use, whether in a promotional or commercial capacity All information on the site belongs exclusively to Sponsor and may not be used in any way outside of the confines of the game.  Any entrant found to be using such content inconsistent with these rules will be immediately removed from the game and subject themselves to liability at law or in equity.  Sponsor will file claims, prosecute and vigorously pursue any and all users that are not in conformity with the rules and regulations of the game.

    Please be aware, in the event that any entrant is using the game to solicit any act which is unlawful including but not limited to child pornography, drug sales or online scams, Sponsor will fully cooperate with any and all local, state and federal law enforcement agencies investigating such activity.   As such Sponsor will provide such agencies with any and all information provided by an entrant to assist with the prosecution and conviction of an entrant under investigation.  Sponsor will also assist plaintiffs who file civil suits against another entrant for a violation of any intellectual property right protected under US copyright law. 

  7. GENERAL RULES:  Void where prohibited by law.  All federal, state and local laws apply.  In the event the winner is less than the age of majority in his/her state of residence, all required documents must be signed by the winner’s parent/legal guardian on his/her behalf.  No substitution or transfer of prize by winner permitted.  Sponsor reserves the right to substitute prize of equal or greater value.  ALL FEDERAL, STATE AND LOCAL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNER.  Acceptance of prize constitutes permission to the Sponsor and its agencies to use winner's name and/or likeness for purposes of advertising and trade without further compensation, unless prohibited by law.  By participating in this Contest, entrants agree to be bound by the Official Rules and the decisions of the judges which are final.  In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any contest materials and the terms and conditions of theOfficial Rules,the Official Rules shall prevail, govern and control.  In no event will more than the stated number of prizes be awarded.  Sponsor is not responsible for any typographical or other error in the printing of the offer, administration of the contest or in the announcement of the prize.

    NOTICE TO ENTRANTS:  ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.  Not responsible for faulty, incorrect or mistranscribed phone transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person's computer related to or resulting from participating in or experiencing any materials in connection with the contest, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user's ability to participate in the contest.  Sponsor reserves the right to cancel or modify the online contest if fraud, misconduct or technical failures destroy the integrity of the program; or if a computer virus, bug, or other technical problem corrupts the administration, security, or proper administration of the program as determined by Sponsor/judging agency/administrator, in their sole discretion.  In the event of termination, a notice will be posted online and the contest will be conducted from among all eligible online contest entries received prior to termination.  Any damage made to the Web Site will also be the responsibility of the authorized e-mail account holder of the e-mail address submitted at the time of entry.  "Authorized e-mail account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization (e.g., business, educational institution etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.  Proof of submitting entries will not be deemed to be proof of receipt by Sponsor.  Any use of robotic, automatic, programmed or the like methods of participation will void all such submissions by such methods.  Sponsor reserves the right to freeze or close an account or to prohibit the participation of an individual/account holder if fraud or tampering is suspected or if the account holder fails to comply with any requirement of participation as stated herein or with any provision in these Official Rules. 

  8. WINNER: A winners list will be available at http://www.loud.com/contest/winners/ commencing on approximately December 24, 2007 for approximately (6) six weeks.  In addition, the “Winner’s list” and these Official Rules and Regulations are also available by sending a stamped (Florida residents may omit postage), self-addressed envelope marked "Battle Rap Competition," Pure Games, Inc., 110 East Broward Blvd., Suite 1700, Fort Lauderdale, FL 33301, RE: Request for Winners List or Request for Competition Rules.

  9. SPONSOR: The Sponsor of this contest is Pure Games, Inc., 110 East Broward Blvd., Suite 1700, Fort Lauderdale, FL 33301.

NOTE: Contest rules subject to change at any time prior to contest registration process.