RAL Competition Registration Agreement

I. GENERAL

As an aspiring Artist, you are registering for participation in the Rap A Lot 2K Records “Are You II Trill?” described in more detail below.

Participation in the Competition is subject to and contingent upon your agreement with the Rap A Lot 2K Records Rules (Rules) contained in this Registration Agreement, constitute a legally binding agreement between you and RAL (Agreement). Capitalized terms that are not defined in this Registration Agreement have the same meaning given to them in the Rules.

When you click the "Accept" button below, a legally binding agreement will be created between you (Artist) and RAL.

II. EFFECTIVE DATE

The Agreement is effective as of the time you click the "Accept" button below, and will remain in effect until completion of the unless terminated earlier in accordance with the Agreement. You hereby acknowledge and agree to comply with and be bound by the terms and conditions of this Agreement..

III. ELIGIBILITY

You must be a legal resident of the contiguous 50 United States and the District of Columbia and be at least 18 years old or older as of your date of entry. Employees and agents of Rap A Lot 2K Records and each of their respective affiliate, subsidiary, and parent companies, and advertising and promotions agencies and their immediate families (spouses, parents, siblings, children and their spouses) are ineligible to enter or win.

IV. PRIMARY ARTIST'S RESPONSIBILITIES

In addition to the Primary Artist requirements described in the Rules, you acknowledge and agree to the following:

(a) Participants in the RAP A LOT 2K RECORDS Online Contests may download a track of digital music provided by RAL. The terms and conditions of this Agreement apply to each such digital music track. The goal of the participant in the RAP A LOT 2K RECORDS Online Contests is to record Participant’s voice over the music track , producing a “demo” version of the song.  For each “Demo”, submit the track to the RAP A LOT 2K RECORDS via email at AreYouIITrill@rapalotrecords.com . You must use the original file name of the sample when you submit it to the RAL

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 V. THE COMPETITION

Prize. One Grand Prize Winner will receive: one round trip ticket and hotel accommodations to Houston Texas where they will record their voices to be used in new composition at RAL discretion.  Approximate retail value for all of the above items, in the aggregate: $1500. No transfer, substitution or cash alternative permitted, except by RAL in its sole discretion.  If the winning entry was made on-line, the entry will be deemed submitted by the e-mail account holder associated with such entry, as solely determined by RAL.  Any taxes or any fees or costs associated with the Grand Prize are the sole responsibility of each Grand Prize Winners.  Each Grand Prize Winner (or his or her parent or legal guardian) will be required to complete and return an IRS W-9 form. Prizes are awarded “as is” with no warranty or guarantee, either express or implied.

Each potential Grand Prize Winner will be selected in a random drawing from all eligible entries received, on or about July 1, 2008 by RAL or its designee, whose decisions will be final. Each potential Grand Prize Winner will be notified by e-mail and/or by phone on or about August 1, 2008. If RAL or its designee is unable to contact any potential Grand Prize Winner by e-mail or phone (using the contact information provided at the time of entry) and/or if any potential Grand Prize Winner fails to respond to notification within two (2) business days of issuance, the potential winner(s) will be disqualified and forfeit his or her right to a prize, and an alternate winner will be selected. Within ten (10) days of the date of the notification letter, each potential Grand Prize Winner (or his or her parent or legal guardian if he or she is a minor) will be required to execute (and have his or her signature notarized) an affidavit of eligibility, general release of liability and consent (in writing, if requested) to the use of his or her name, voice, likeness, and/or photograph, and biographical information for promotional purposes, including on-line announcements, without additional compensation of any kind, except where prohibited by law.  If any Grand Prize Winner is a minor in his or her state of legal residence, such Grand Prize will be awarded in the name of the Grand Prize Winner’s parent or legal guardian.  Odds of winning depend upon the number of eligible entries received by RAL. 

Company shall have the right of first refusal as signing Artist to an exclusive recording agreement and if exercised, upon the same terms and conditions to be negotiated at such time.

VII. INTELLECTUAL PROPERTY

(a) Entries. All Competition entries (each, an Entry) must adhere to the copyright and other content guidelines set forth herein. Specifically, you will not submit to RAL or otherwise include, content, information or materials, including but not limited to vocal performances, lyrics, text, graphics, logos, color combinations, layout, button icons, images, audio clips and software (collectively, Entry Content) in any Entry unless (1) all Content is the original creation of Artist; (2) Artist has first obtained all requisite permissions and rights to use the Entry Content; or (3) your Artist has otherwise ascertained that such Entry Content is in the public domain in accordance with and subject to applicable law.

Entries may be added by RAL to the RAL Library and displayed at www.rapalotrecords.com and any other affiliates that RAL chooses; and RAL has sole discretion in determining whether or not to add an Entry to the Library.

(b) (c) RAL’s Proprietary Rights. The Digital Music Track (as defined under herein) and other information that may be provided to you or otherwise accessible by you during your participation in the Competition in accordance with the Rules (collectively, the Contest Related Materials) may be protected by copyright, trademarks, service marks, trade secret or other laws or proprietary rights agreements and you are only permitted to use them as expressly authorized by RAL. You agree to comply with and will insure that Artist complies with any copyright notices or restrictions contained in or accompanying the Contest Related Materials. Except for purposes directly related to your participation in the Competition, you will not and you will not permit others to: (1) publish, transmit, transfer or sell, reproduce, distribute, perform, display, or in any way exploit any of the Contest Related Materials in whole or in part; (2) sublicense the Contest Related Materials to any third party or use the Contest Related Materials for any commercial purpose; (3) alter, modify, or reverse engineer the Contest Related Materials in any way (including without limitation, by removing copyright, trademark and other proprietary notices included with the same); or (4) create any derivative works of the Contest Related Materials unless expressly permitted to do so.

Except for licenses to Contest Related Materials that may be granted in accordance with the Rules and the applicable terms accompanying such Contest Related Materials, nothing contained in the Agreement will be deemed to grant to you or to any Artist, any right or license under any intellectual property rights, including without limitation, any Foundation or Oracle USA trademarks or service marks (whether or not registered).

In consideration of this Agreement and without further payment than as herein provided for yourself, you grant to the Company, its associates, subsidiaries and nominees (1) the right to manufacture, advertise, sell, lease, license or otherwise use or dispose of in any or all fields of use, throughout the world, or to refrain therefrom, throughout the world or any part thereof, records embodying the performance contained in your submission (2) the right to use your name and photograph if desired, in connection with the exploitation of said records; and (3) all rights in and to the matrices and records (including digital transmissions), and the use and control thereof, upon which are reproduced the performances to be recorded hereunder, including the underlying copyrights.

Artist or Artist’s publishing designee hereby assigns to Company’s publishing designee (“Publisher”) all right title and interest, including the copyrights, in the Compositions recorded or delivered hereunder; and (b) Publisher shall hereby acquire all right, title, and interest, including the copyright, in (i) any other musical composition written by Artist prior to the date of this Agreement and embodied in a Master and (ii) any other musical composition written by Artist during the term of this Agreement (collectively, the “Compositions”). Company will own 100 percent of, and we will have exclusive worldwide administration of, your interest in all songs submitted in this contest but, in the case of co-written compositions, such co-ownership and administration shall only extend to your fractional interest, calculated (at a minimum) by multiplying 100 percent by a fraction, the numerator of which is 1 and the denominator of which is the total number of contributing writers.

XIII. TERM AND TERMINATION

In accordance with the terms set forth in the Rules, RAL in its sole discretion may terminate your participation in the Competition effective immediately upon RAL's notice to you if you: (1) violate any of the terms and conditions of the Agreement; (2) use the Contest Related Materials or the proprietary technology or intellectual property of RAL or any third party in violation of the Agreement or an international, federal, state or local law or regulation; or (3) submit an Entry that contains Objectionable material.

IX. RISK ALLOCATION

(a) Other Entries. You acknowledge and agree that (1) RAL does not pre-screen Submission Content; (2) RAL does not endorse or adopt (and has not necessarily reviewed) any Submission Content nor does it assume any responsibility for any Objectionable material therein; and in light of the foregoing, (3) you will evaluate, and bear all risks associated with the use of any Submission Content, including any reliance on the accuracy, completeness, or usefulness of such Submission Content.

By releasing encoded digital music track, the RAP A LOT 2K RECORDS are only providing permission, under U.S. or other applicable law, to record on this tract during the duration of this RAP A LOT 2K RECORDS Online Contests. No permission is granted to make any other use of content protected by RAP A LOT 2K RECORDS outside of this RAP A LOT 2K RECORDS Online Contests. In addition, neither the RAP A LOT 2K RECORDS nor its copyright owners waive any rights that it or they may have under any applicable law including, without limitation, the U.S. Digital Millennium Copyright Act, for any acts not expressly authorized by this Agreement. You are prohibited from reproducing, modifying, distributing, performing or making any other use of the digital music tracks and your recorded “Demo” other than as specifically authorized by this Agreement.

(b) Representations & Warranties. Artist represent and warrant to RAL that Artist (1) will comply and will cause the Artist members to comply in all material respects with the terms and conditions of the Agreement; (2) will not and will not permit Artist members to damage the goodwill or reputation of RAL or disparage or misrepresent the Competition in any manner whatsoever; (3) agree that use of your Entry will not violate or infringe any copyright or other proprietary or intellectual property rights of any third party; (4) agree that dissemination of the Entry will not contravene the laws, including but not limited to laws of defamation, of any country in which RAL distributes or publishes the Entry from time to time; and (5) will comply and will cause the Artist members to comply with all applicable local, state, national, and international laws and regulations.

The Artist hereby warrants that he has no oral or written obligations contracts, or agreements of whatever nature entered into prior to the signing of this agreement which is now in force and binding and which would in any way interfere with carrying out this agreement to its full intent and purpose. Artist represents and warrants that (a) Artist has the right, power and authority to enter into this Agreement, to fully perform Artist’s obligations set forth herein and to grant the rights granted herein without the consent or approval of any other person or entity; (ii) no material created or supplied by Artist shall infringe upon or violate the rights of any person or entity.  Artist hereby indemnifies Company, and Company's successors, licensees and assigns from and against any liability, loss, damage or other expense (including reasonable attorneys= fees and court costs) arising out of any breach of Artist's representations, warranties or agreements hereunder.  Pending the resolution of any such claim, Company shall have the right to withhold sums otherwise payable to Artist hereunder in an amount reasonably related to such claim.

(c) Indemnification. Artist agree to defend, indemnify, and hold harmless RAL or any other company affiliated with the Competition, and their respective subsidiaries, and each of their officers, employees, directors, shareholders, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs made by any third party, due or arising out of or in any way connected with Artist and Artist’s participation in the Competition.

(d) Warranty Disclaimers. THE COMPETITION AND ALL INFORMATION MADE AVAILABLE THROUGH THE COMPETITION OR ANY WEBSITE PROVIDED BY RAL IS PROVIDED AS IS AND ON AN AS AVAILABLE BASIS WITH ALL FAULTS AND WITHOUT ANY WARRANTIES. RAL HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE COMPETITION, THE CONTEST RELATED MATERIALS, SUBMISSION CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY ANY PARTY IN THE COURSE OF COMPETITION PARTICIPATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. RAL ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE SUBMISSIONS OR ENTRIES.

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OR CONTEST RELATED MATERIALS DOWNLOADED, UPLOADED, INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COMPETITION WEBSITE OR THROUGH ANY OTHER MEANS OF DELIVERY IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, UPLOAD OR INSTALLATION OR USE OF SUCH INFORMATION OR CONTEST RELATED MATERIALS. RAL DOES NOT WARRANT THAT ITS WEBSITE, ITS SERVERS, OR E-MAIL SENT FROM RAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR DISCLAIMER OF SOME WARRANTIES AND YOU MAY HAVE CERTAIN RIGHTS DEPENDING ON YOUR STATE OR JURISDICTION.

(e) Liability Limitation. AS A CONDITION OF AND IN CONSIDERATION OF YOUR PARTICIPATION IN THE COMPETITION, YOU AGREE THAT IN NO EVENT WILL RAL OR ANY OTHER COMPANY AFFILIATED WITH THE COMPETITION, THEIR RESPECTIVE SUBSIDIARIES, AND EACH OF THEIR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AND AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES RELATING TO LOST REVENUES OR PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS, LOST DATA, WORK STOPPAGE, EXPENSES, COSTS, OR COMPUTER FAILURE OR MALFUNCTION) RESULTING DIRECTLY OR INDIRECTLY FROM OR OTHERWISE ARISING IN CONNECTION WITH THE COMPETITION (INCLUDING, WITHOUT LIMITATION, ACTIONS IN CONTRACT, WARRANTY, NEGLIGENCE, OR PRODUCTS LIABILITY), EVEN IF RAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY OF THE FOLLOWING: (1) any defect in, or download, use, or attempted use of, or inability to use, any information or Contest Related Materials made available by RAL; (2) inability to access or use the Competition Website; or (3) any allegation, claim, suit, or other proceeding based upon a contention that an Entry or any Submission Content constitutes Objectionable material.

YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply to you.

You agree that any suit or other legal action or any arbitration brought by you relating in any way to the Competition, including your use of any Contest Related Materials, must be officially filed or officially commenced no later than one (1) year after the claim first arises.

X. GENERAL PROVISIONS

(a) Jurisdiction and Venue. Any claim or dispute relating to your participation in the Competition, including use of the Contest Related Materials you or your Artist members, will be governed by and interpreted in accordance with the laws of the state of Texas (without reference to choice of law principles that might apply the law of any other jurisdiction), which will take priority over any foreign laws, rules, and regulations. You hereby (1) waive all right to trial by jury; (2) consent to the exclusive jurisdiction of the Supreme Court of the State of Texas and of the United States District Court for the Southern District of Texas; and (3) consent that any process of notice of motion or other application to the court or judge thereof may be served within or without the State of Texas by registered or certified mail, or by personal service, provided a reasonable time for appearance is allowed. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

(b) Notices. Subject to subparagraph (a) immediately above, all notices to a party will be in writing and will be made via e-mail to info@rapalotrecords.com for notices to RAL, or to the e-mail address provided to RAL as part of the Registration Data for notices to you, or such other address as either party may specify. Notice will be deemed given 48 business hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices to RAL may be sent by regular mail, postage prepaid to:

and notice will be deemed given upon RAL's receipt. If you wish to update your Artist's contact information, please log in with your Artist account.

(c) Severability; Entire Agreement. In the event that any provision of the Agreement be determined by a court of competent jurisdiction, to be invalid, unenforceable or void for any reason, such determination will affect only the portion of such provision determined to be invalid, unenforceable, or void, and will not affect in any way the remainder of such provision or any other provision of the Agreement. You agree to allow a court or arbitrator to replace such an invalid, unenforceable, or void provision with a valid provision which is as similar as possible in substance to the invalid, unenforceable, or void provision. The Agreement and any modifications to it constitute the entire agreement between the parties regarding the Competition and supersede all prior understandings and agreements, whether written or oral.

(d) No Waiver. The waiver by RAL of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach. RAL's failure to act with respect to a breach by you or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches.

(e) Assignment. The Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns. The Agreement may be assigned, with or without your consent, by RAL to any person, partnership, corporation or other entity which succeeds to the business of RAL or which has purchased substantially all of the assets of RAL. You may not assign your rights or delegate your obligations under the Agreement and any such attempted assignment or delegation will be void and of no effect.

 (f) Further Assurances. Each party agrees to complete all documents and reasonable actions necessary to carry out its obligations and implement the terms and conditions of the Agreement.

 (i) Binding Agreement. By clicking the "Accept" button below, you acknowledge (1) that you have read and understand the Agreement; and (2) that the Agreement has the same force and effect as a signed agreement.