INDABA MUSIC PROMOTION OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. VOID WHERE PROHIBITED BY LAW.

Your participation in the promotion described below (the “Promotion”) confirms your agreement to be bound by these official rules (these “Official Rules”) and, by the Terms of Use of the Indaba Music Web Site (http://www.indabamusic.com/corporate/tos). If a participant is a group, these Official Rules apply to each member of the group.

ABOUT THE PROMOTION: This Indaba Music promotion is presented on behalf of Indaba Media, LLC.

The promotion has approximately a three (3) week submission period beginning February 23, 2008 and ending March 14, 2008, with voting extending an additional ten (10) days.

Submissions will be showcased on the Promotion Page, where the Indaba Music community will be able to vote for each entry once the submission period ends and the voting period begins. By voting the Indaba Music community will nominate the top three entries. Leo Laporte will then select the winning entry. The winner will be notified at the email address they provided when signing up for the Indaba Music Web Site.

Host: Indaba Media, LLC. (“Indaba”), 268 Bowery, NY, NY 10012 (collectively, “Host”).

There may be additional hosts at any time; those additional hosts will be disclosed and are, with Indaba, referred to herein collectively as “Hosts”.

ELIGIBILITY: Any registered member of the Indaba Music Web Site at the time of submission. In addition, a participant (or, if a group, each group member) must be a natural person, at least 13 years of age. Participants must also be registered members of the Indaba Music Web Site in compliance with its Terms of Use Agreement. Employees, officers, and directors (and their immediate family members and persons living in their same household) of Hosts, their affiliated companies, and their advertising and promotion agencies, are not eligible to participate in the Promotion. Void where prohibited by law. A Participant, whether an individual or a group, is often referred to herein as “You” or the “participant”.

HOW TO ENTER: No purchase is necessary to enter the Promotion. The only way to enter the promotion is by creating a promotion session from the Promotion entry page found at the url: www.indabamusic.com/contests/show/12 (the “Promotion Page”) and then subsequently uploading or entering a Submission to the Promotion via the Submit functionality. You must submit all of the required information and materials. Host reserves the right to determine in their sole discretion which entries have satisfied the entry requirements. Host will not notify participants whether or not their entry has been rejected or accepted.

SUBMISSIONS: “Submission(s)” includes, to the extent applicable, any information and material (including, but not limited to, original audio files) submitted by you in connection with the Promotion. By submitting Submission(s), you represent and warrant to Host that, subject to the terms and conditions set forth in “LICENSES AND RIGHTS” below, (i) the Submission is wholly original and does not infringe upon or otherwise violate any license, copyright or other right of any third party, (ii) you have all licenses and rights necessary to submit the Submission in the Promotion in accordance with these Official Rules, and (iii) except for audio files furnished by the Host for use in the Promotion, no party other than you or your group has any right, title or interest in and to the Submission or any part of the Submission. If you are submitting a Submission on behalf of a group, you represent and warrant to the Host that you have the authority to act on behalf of the group.

Submission(s) must not contain material which is (or promoting activities which are) harmful, threatening, abusive, disparaging, harassing, vulgar, obscene, hateful, pornographic, sexually explicit, or libelous or which has other inappropriate content, or is otherwise objectionable as determined by Host in their sole discretion. By entering the Promotion and providing a Submission, you grant to Host and their affiliates, assigns, agents and licensees the unconditional and perpetual right to use on the Indaba Music Site and in any promotional or advertising of or relative to the Promotion in any form and any medium your name, address, music created and all Submission(s), all without further notice or consent from or payment to you (or your group).

LICENSES AND RIGHTS: All of the audio files furnished by the host for this Promotion are owned and protected under copyright law by Ashley Witt. By submitting to the Promotion the Participant grants a perpetual license to the Hosts to use the Submission in any way, commercial and non-commercial, in association with The Tech Guy show. The Participant may use the Submission(s) for promotional purposes outside of the Promotion without the permission of the other party. The Host and the applicable Participant must seek and obtain the written permission of the other party in order to modify this license in any way. By entering the Promotion, you agree to the terms of this paragraph and to the entirety of the Official Rules.

HOST’S RIGHT TO DISQUALIFY: At any time during the Promotion, Host reserves the right, in its sole and unfettered discretion, to disqualify and remove any Submission that it believes contains any inappropriate content, infringes the rights of any third party, or otherwise does not meet any other requirements in these Official Rules, and to disqualify any person tampering with the entry process or the operation of the systems required to conduct the Promotion or operate the Indaba Music Site. The decisions of the Host on this and all matters relating to the Promotion are final and binding.

PROMOTION PERIOD: The promotion submission period begins on February 23, 2008, 12:01 a.m. Eastern Daylight Time and ends approximately 4-weeks later on March 24, 2008 11:59 p.m. Eastern Daylight Time (the “Promotion Period”). The time displayed on the Indaba Music site is the official time keeping device for the Promotion. No Submissions into the Promotion will be accepted before or after those dates unless Host elect in their sole discretion to modify the Promotion Period.

VOTING: All Submissions to the Promotion will be linked to or posted on the Promotion Page for listening and online voting by Indaba Music users and qualified visitors during the period beginning on March 15, 2008 at 12:01 a.m. Eastern Daylight Time and ending on March 24, 2008 at 11:59:00 p.m. Eastern Daylight Time (the “Voting Period”), provided in each case that the Participant has complied with these Official Rules. The time displayed on the Indaba Music site is the official time keeping device for the Promotion. Voting will be limited to registered and logged-in members of the Indaba Music Site, including Participants, and visitors who qualify by verifying their vote by email confirmation, each of whom shall be entitled to cast no more than one vote per song during the Voting Period. There will be one winner selected for this Promotion.

GENERAL CONDITIONS: You agree that Host has no obligation to post your Material Submission on the Indaba Music Web Site. Host reserves the right to limit the number of participants whose Submissions are posted on the Indaba Music Web Site and to remove Participants whose Submissions have already been posted in the event of an error or determination that the participant is ineligible to participate in the Promotion. You understand that your name and other information may be posted on the Indaba Music Site in connection with the Promotion.

CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE INDABA MUSIC WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, HOST RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

Host does not make any representation, warranty or guarantee, express or implied, relating to the Promotion. By entering, Participants: (a) release and hold harmless Host and their respective parents, subsidiaries, affiliates, owners, directors, officers, employees and agents from any and all liability for any injuries, loss or damage of any kind to persons, including death, property damage resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize or, participation in this Promotion (including without limitation any Submissions, any failure on your part to fully comply with these Official Rules, and any acceptance and use of any prize) or while traveling to, preparing for, or participating in any Promotion or prize related activity, and (b) grant to Host the right to use and publish their proper name and state online and in print, or in any other media, in connection with the Promotion, including without limitation any Submission, any failure on your part to fully comply with these Official Rules, and any acceptance and use of any prize. To review Indaba Music’s privacy policy, please go to http://indabamusic.com/corporate/privacy.

LIMITATIONS OF LIABILITY: The Host assumes no responsibility for any computer, online, telephone transmission or technical malfunctions that may occur during the participation in the Promotion (including, without limitation, the voting phases of the Promotion), or for theft, destruction or unauthorized access to, or alteration of, Promotion entry materials or votes. Host is not responsible for any incorrect or inaccurate information, whether caused by Indaba Music Web Site users, participants or otherwise any other equipment or programming associated with or utilized in the Participant; or for any technical or human error which may occur in the processing of submissions or votes in the Promotion. Host assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, failures or technical malfunction or any telephone network or lines, computer online systems, servers, providers, computer equipment, software, email, players or browsers, whether on account of technical problems, traffic congestion on the Internet or at any website, or on account of any combination of the of the foregoing (including but not limited to any such problems which may result in the inability to access the Indaba Music Web Site or to submit entry materials in connection with the Promotion). Hosts are not responsible for any injury resulting from participating or downloading materials in this Promotion. Host is not responsible for and shall not be liable for misdirected or delayed mail or e-mail; any condition caused by events beyond Host’s control that may cause the Promotion to be disrupted, corrupted or terminated; or (iv) any printing or typographical errors in any materials associated with the Promotion. If, for any reason, the Promotion is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Host which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion, Host reserves the right at its sole discretion to cancel, terminate, modify or suspend the Promotion and select winners from among that portion of the Promotion that has not been compromised, if any.

DISPUTES/GOVERNING LAW: Except where prohibited, as a condition of participating in the Promotion, you agree that any and all disputes which cannot be resolved between the parties, claims and causes of action arising out of or connected with this Promotion, or any prize awarded, or the determination of winners shall be resolved individually, without resort to any form of class action. Further, in any such dispute, under no circumstances will participant be permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, other than entrant’s actual out-pocket expenses (e.g., costs associated with entering this Promotion), and you further waive all rights to have damages multiplied or increased.

All issues and questions rights and obligations of you in connection with this Promotion shall be governed by, and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to the conflict of laws rules thereof and any matters or proceedings shall take place in the State of New York.

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