INDABA MUSIC RIGHTS MANAGEMENT: MUSIC LICENSING OPPORTUNITY MARKETPLACE OFFICIAL RULES

ELIGIBILITY: This music licensing opportunity (�Licensing Opportunity�) is operated and hosted by Indaba Media, LLC (�Indaba�) on the Indaba Music Website, located at www.indabamusic.com (�Website�). This Licensing Opportunity is open to individuals who are 13 years of age or older at the time of entry and who are not presently signed to any record label or publisher under any exclusive agreements and/or other contractual arrangements which prohibit or might prohibit them from participating in any element of the Opportunity. VOID WHERE PROHIBITED BY LAW OR OTHERWISE.

ENTRY REQUIREMENTS. In order to enter this Licensing Opportunity entrants must register for a membership account with the Website (�Members�).

Follow the online instructions at http://www.indabamusic.com/account/signup to register. Valid Opportunity Members will submit recordings to the Opportunity (�Submissions�) for review and selection by Indaba, in its sole discretion. See the specific guideline for Submissions in the TO ENTER section below.

By entering a Submission in this Licensing Opportunity, Members hereby warrant and represent that the Submission conforms to the Opportunity Submission Requirements set forth herein (�Submission Requirements�). All Submissions must be in the following file formats: AIFF or WAV; and Submissions must meet the following Submission Requirements, and failure to abide by the Submission Requirements is grounds for disqualification in Indaba�s sole discretion:

Submissions must not contain material which is (or promoting activities which are) harmful, threatening, abusive, disparaging, harassing, vulgar, obscene, hateful, pornographic, or libelous or which has other inappropriate content, or is otherwise objectionable as determined by Indaba in its sole discretion;
Submissions shall not defame, misrepresent or contain disparaging remarks about any persons, products or companies;
Submissions shall not contain materials which are not created entirely by the Member or which are owned by others (other than audio to which the Member owns a license to use commercially, such as a purchased sample pack); and
Submissions shall not be in violation of any law.

BY ENTERING A SUBMISSION, MEMBERS ACKNOWLEDGE THAT INDABA RESERVES THE RIGHT TO, AND MAY OR MAY NOT, CHOOSE TO USE SUCH SUBMISSION, IN INDABA�S SOLE DISCRETION. By submitting a Submission, Members warrant and represent that: (a) the Submission is Member�s original work; (b) the Submission has not been previously published, (c) the Submission does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (d) Member has obtained permission from any person whose name or voice is used in the Submission; and (e) exploitation, use, display or performance of the Submission via any form of media, will not infringe the rights of any third parties. Members shall indemnify and hold harmless Indaba from any claims contrary to or in violation of these warranties and representations.

By entering this Licensing Opportunity, each Member agrees: (i) that Indaba shall have no obligation (express or implied) to use any Submissions in any manner and Members shall not be entitled to any damages or other relief by reason of Indaba�s use or non-use of a Submissions; (ii) to be bound by these Official Rules; (iii) that Members may be contacted by Indaba by email regarding this Licensing Opportunity; (iv) to indemnify and hold Indaba harmless from any and all claims, demands, causes of action and judgments (including attorney�s fees, court costs and expert�s fees) arising out of or relating to any breach by Members of the terms and conditions of these Official Rules, including any representations and warranties made herein. By entering the Licensing Opportunity, each Member agrees to sign and deliver to Indaba such documents as Indaba may reasonably require to effectuate the rights and obligations granted in these Official Rules.

GENERAL TERMS: In the event that a Submission is selected by Indaba, the applicable Member will be notified by e-mail and each such Member will be required to complete and electronically sign the Music Catalog License Entry Form, including the Music License Agreement, located at
www.indabamusic.com/licensing_catalog_entries as a condition of such Member�s Submission being selected by Indaba. Such Music Catalog License Entry Form and Music License Agreement are hereby incorporated in and made a part of these Official Rules. In the event that any Submission selected by Indaba is created by a Member who is a minor at the time of such selection, in addition to the information required above, such minor Member shall be required to have his/her parent or guardian complete, sign and return a Parent/Guardian Consent. In the event of noncompliance by a Member with these Official Rules, or if the Music Catalog License Entry Form and Parent/Guardian Consent, if required, are not properly executed, then that Member�s Submission shall not be used by Indaba until such time as the above referenced documents are properly executed, in Indaba�s sole discretion. Indaba reserves to right to edit the Music Catalog License Entry Form, excluding the following sections: Song Title; Main Artist/Performer; Additional Performers; Publisher; Master Owners; Song Writers; Performing Rights Society; and Labels. By participating in this Licensing Opportunity, Members release Indaba from any and all claims, damages or liabilities arising from or relating to such Member�s participation in this Licensing Opportunity, and agree to resolve any dispute individually, without resort to any class action Each Member grants permission to Indaba and those acting under its authority to use his/her name, photograph, voice and/or likeness, for advertising and/or publicity purposes, as well as the Submission, in any and all media now known or hereinafter invented without territorial or time limitations and without compensation. If for any reason this Licensing Opportunity is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Licensing Opportunity, Indaba reserves the right, in its sole discretion, to cancel, modify or terminate the Opportunity. This Licensing Opportunity is governed by the laws of the state of New York, U.S.A. By entering, Members consent to the jurisdiction and venue of the federal, state and local courts located in New York, New York, U.S.A. for the resolution of any disputes. Members also agree to comply with all federal and state copyright laws.

LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Indaba resulting from Members� participation in or attempt to participate in this Licensing Opportunity or downloading any information in connection with participating in this Licensing Opportunity. No responsibility or liability is assumed by Indaba for technical problems or technical malfunction which may affect the operation of this Licensing Opportunity, including but not limited to any of the following occurrences: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent to or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Website, in whole or in part for any reason; traffic congestions on the Internet or the Website; unauthorized human or non-human intervention of the operation of this Licensing Opportunity, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of this Licensing Opportunity, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with this Licensing Opportunity. Indaba is not responsible for any typographical errors in these Official Rules, or any inaccurate or incorrect data contained on the Website. Use of the Website is at Member�s own risk. Indaba is not responsible for any personal injury or property damage or losses of any kind which may be sustained to Members� or any other person's computer equipment resulting from participation in this Licensing Opportunity, use of the Website or the download of any information from the Website. Indaba is not responsible for any attempt by a Member or other individual to deliberately damage or undermine the legitimate operation of this Licensing Opportunity, including but not limited to any fraudulent claims, which may be a violation of criminal and civil laws. Should such an attempt be made, Indaba reserves the right to seek remedies and damages from any such individual, to the fullest extent permitted by law, including criminal prosecution. Indaba�s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. Persons engaging in any of the foregoing activities may be disqualified in Indaba�s sole discretion.

TO ENTER: Submissions must be master recordings consisting entirely of original musical compositions created by the Member. The Submissions may be in the any music genre for consideration by Indaba.

Entrants will upload their Submissions to the following location: http://www.indabamusic.com/opportunities/indaba-music-licensing and may continue to upload Submissions on an on-going basis until the License Agreement between Indaba and the applicable Member, required pursuant to these Official Rules, is terminated

GRANT OF RIGHTS: The rights granted under this Licensing Opportunity are subject to the terms and conditions of the Licensing Agreement. Each Member shall own one hundred percent (100%) of the copyright to their Submission. By entering this Licensing Opportunity, each Member agrees, or shall irrevocably cause any of Member�s designees, licensees, assignees to agree: that if the Member is selected for inclusion in this Licensing Opportunity, Indaba has the perpetual, gratis right to use the Member�s Submission and Member�s name and likeness in any and all media, now known or hereafter devised, in connection with promotion, publicity, marketing and advertising for and by Indaba, and in connection with this Licensing Opportunity or other promotions by Indaba.

SELECTION OF SUBMISSIONS:

Indaba, in their sole discretion, will select Members� Submissions (�Selected Submissions�) to be included in Indaba�s music license catalog for general licensing and business purposes.

The Selected Submission will be selected on an ongoing basis during the course of this Licensing Opportunity.

Entrants acknowledge that Indaba shall have no obligations, financial or otherwise, to the Members, except for those explicitly set forth in these Official Rules and the License Agreement.

Members agree that Indaba has the sole right to decide all matters and disputes arising from this Licensing Opportunity and that all decisions of Indaba are final and binding.

INDABA: Indaba Media, LLC, 568 Broadway, 11th Floor, New York, NY 10012