INDABA MUSIC STUDIO ACCESS CONTEST OFFICIAL RULES

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

Your participation in the contest described below (the “Contest”) 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 contestant is a group, these Official Rules apply to each member of the group.

ABOUT THE CONTEST: This Indaba Music Studio Access collaboration contest is presented on behalf of Indaba Media, LLC. The following tracks are provided for contestants' use in the contest: "Rhythm Tracks Mix", "Drums", "Bass, "Piano", "Rhythm Guitar", "Lead Guitar", "Lovano Solo Take 1", "Lovano Solo Take 2", "Osby Solo Take 1", "Osby Solo Take 2", "Osby Hits 1", "Osby Hits 2", and "Osby Hits 3". Contestants will modify the above tracks and/or mix them with original audio files they create. Contestants submit a final mix of one or more of the above tracks and new files they add to them through their contest session as a submission. All Submissions (as defined below) must have elements of the above tracks and must be recognizable musical derivations of the song which the tracks comprise.

The contest has a three (3) week submission period beginning October 1, 2007and ending October 31, 2007, with voting extending an additional one (2) weeks.

Submissions will be showcased on the Contest Page, where the Indaba Music community will be able to vote for each entry once submitted. The Sponsor will recognize one winner. The winner(s) will be notified at the email address they provided when signing up for the Indaba Music Web Site.

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

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

ELIGIBILITY: Any registered member of the Indaba Music Web Site at the time of submission. In addition, a contestant (or, if a group, each group member) must be a natural person, at least 13 years of age. Contestants 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 Sponsors, their affiliated companies, and their advertising and promotion agencies, are not eligible to participate in the Contest. Void where prohibited by law. A Contestant, whether an individual or a group, is often referred to herein as “You” or the “participant” or the “Contestant”.

HOW TO ENTER: No purchase is necessary to enter the Contest. The only way to enter the contest is by creating a contest session from the Contest entry page found at the url: www.indabamusic.com/contests/show/7 (the “Contest Page”) and then subsequently uploading a Submission to the Contest via the Submit functionality. You must submit all of the required information and materials. Sponsor reserves the right to determine in their sole discretion which entries have satisfied the entry requirements. Sponsor will not notify contestants 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 Contest. By submitting Submission(s), you represent and warrant to Sponsor 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 Contest in accordance with these Official Rules, and (iii) except for audio files furnished by the Sponsor for use in the Contest, 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 Sponsor 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 Sponsor in their sole discretion. By entering the Contest and providing a Submission, you grant to Sponsor 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 Contest 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: Contest participants shall have the right to add to, alter and otherwise modify the tracks named above and provided on the Contest Page to create Submission(s). All submissions are hereby licensed under the Creative Commons Attribution- Noncommercial-No Derivative Works 3.0 license. The Sponsor and contestant may use the Submission(s) for non-commercial purposes outside of the Contest without the permission of the other party so long as, in connection with each non-commercial use, the Sponsor and the contestant make appropriate attribution to each other. The Sponsor and the applicable Contestant must seek and obtain the written permission of the other party in order to modify this license in any way. By entering the Contest, you agree to the terms of this paragraph and to the entirety of the Official Rules.

SPONSOR’S RIGHT TO DISQUALIFY: At any time during the Contest, Sponsor 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 Contest or operate the Indaba Music Site. The decisions of the Sponsor on this and all matters relating to the Contest are final and binding.

CONTEST PERIOD: The contest submission period begins on October 1, 2007, 12 a.m. Eastern Daylight Time and ends 3-weeks later on October 22, 2007 11:59 p.m. Eastern Daylight Time (the “Contest Period”). The time displayed on the Indaba Music site is the official time keeping device for the Contest. No Submissions into the Contest will be accepted before or after those dates unless Sponsors elect in their sole discretion to modify the Contest Period.

VOTING; SELECTION OF WINNER: All Submissions to the Contest will be linked to or posted on the Contest Page for listening and online voting by Indaba Music users during the period beginning on October 23, 2007 at 12:01 a.m. Eastern Daylight Time and ending on October 28, 2007 at 11:59:00 p.m. Eastern Daylight Time (the “Voting Period”), provided in each case that the Contestant has complied with these Official Rules. The time displayed on the Indaba Music site is the official time keeping device for the Contest. Voting will be limited to registered and logged-in members of the Indaba Music Site, including Contestants, each of whom shall be entitled to cast no more than one vote per song during the Voting Period. The Contestant with the most votes at the end of the voting period is the winner. The winner will be notified by email. The winner of the Contest will be announced on the Indaba Music Site on or about November 15, 2007.

If a prize notification is returned as undeliverable or the winner otherwise cannot be readily contacted, the prize will be forfeited and will be awarded to the next runner-up, if feasible, and if not feasible, to another eligible contestant as determined and selected by Sponsor in their sole discretion. As a condition to receiving the prize, the winner (and, if a group, each group member) will be required to sign and return to Sponsor within five (5) days an affidavit of eligibility, liability release, and publicity release, along with such other documentation as Sponsor may require in their sole discretion. If the winner does not return such documentation within the required timeframe, Sponsor may select another winner.

PRIZE: Total ARV: $1,000.00. Actual prize value may be higher taking into account intangible benefits. A Contestant who forfeits any prize in this Contest will not be entitled to any form of compensation from the Sponsor. Prizes cannot be used in conjunction with any other promotion or offer and may not be separated. Prizes may not be transferred or assigned except by Sponsor and may not be sold or otherwise used or exploited for any commercial purpose. Only listed Prizes will be awarded and no substitutions, cash equivalents or redemptions will be made, except that Sponsor reserves the right to substitute any prize package with another prize of equal or greater value in the event that the advertised prize (or any component thereof) is not available. Reporting and payment of all applicable taxes, fees, and/or surcharges, if any, arising out of, or resulting from, acceptance or use of a prize, are the sole responsibility of the winner of that prize. Sponsor expressly disclaims any responsibility or liability for injury or loss to any person or property relating to the delivery and/or subsequent use of the prizes awarded. Sponsor makes no representations or warranties concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations apply. Sponsor will not replace any lost or stolen prize items.

You agree that Sponsor shall not be responsible for injuries or losses of any kind resulting from acceptance or use of the prize or prize component. Prizes won by a minor under the law of his/her jurisdiction of residence will be awarded in the name of the minor's parent/legal guardian. Minor's parent/legal guardian will be responsible for executing the required documentation.

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

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 CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. 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 does not make any representation, warranty or guarantee, express or implied, relating to the Contest. By entering, Contestants: (a) release and hold harmless Sponsor 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, participation in this Contest (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 Contest or prize related activity, and (b) grant to Sponsor the right to use and publish their proper name and state online and in print, or in any other media, in connection with the Contest, 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 Sponsor assumes no responsibility for any computer, online, telephone transmission or technical malfunctions that may occur during the participation in the Contest (including, without limitation, the voting phases of the Contest), or for theft, destruction or unauthorized access to, or alteration of, Contest entry materials or votes. Sponsor 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 Contest; or for any technical or human error which may occur in the processing of submissions or votes in the Contest. Sponsor 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 Contest). Sponsors are not responsible for any injury resulting from participating or downloading materials in this Contest. Sponsor is not responsible for and shall not be liable for misdirected or delayed mail or e-mail; any condition caused by events beyond Sponsor’s control that may cause the Contest to be disrupted, corrupted or terminated; or (iv) any printing or typographical errors in any materials associated with the Contest. If, for any reason, the Contest 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 Sponsor which 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 the Contest and select winners from among that portion of the Contest that has not been compromised, if any.

DISPUTES/GOVERNING LAW: Except where prohibited, as a condition of participating in the Contest, 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 Contest, 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 Contest), 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 Contest 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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