”The Roots – I Can’t Help It” CONTEST OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE ENTRANT’S CHANCE OF WINNING. VOID WHERE PROHIBITED BY LAW.

ELIGIBILITY: The Roots – I Can’t Help It (“Contest”) is operated and hosted by Indaba Media, LLC (“Operator”) on the Indaba Music web site, www.indabamusic.com (“Website”) and is open to individuals who are 18 years of age or older at the time of entry who are not presently signed to any record label or publisher under any exclusive agreements and/or other contractual arrangements which prohibit them from participating in any element of this Contest. Employees, contractors, directors and officers of The Roots, or Indaba Media, LLC, their affiliated companies, distributors, web design, advertising, and promotion agencies involved in the administration, development, and execution of this Contest (collectively, “Contest Parties”), and the immediate family members of each (spouse, parent, child, sibling, grandparent, and spouse or "step" of each) and those living in the same households of each (those persons whether related or not who live in the same residence for at least three months during the twelve-month period preceding the start date of the Contest) are not eligible to participate in this Contest. Void where prohibited.

TO ENTER: Select audio stems (“Audio Files”) of the sound recording, I Can’t Help It (“Recording”) featuring the performance of the recording artist, The Roots (“Artist”) will be available for Contest entrants to download, which can be modified and/or mixed with original audio files they create using any platform the entrant chooses, including the Session Console, an online mixing and editing tool provided by Indaba Music. All Submissions (as defined below) must have elements of the Audio Files and must be recognizable musical derivations of the song which the Audio Files comprise. Entrants must submit their remixed version of the Recording (“Submission”) by uploading the Submission to www.IndabaMusic.com/contests/show/the-roots_icanthelpit between Tuesday, December 2, 2008 at 12:00:00pm EDT and Friday, December 12, 2008 at 11:59:59am EDT (“Contest Period”). The computer of the Operator is the official timekeeping device for this Contest.

In order to download the Audio Files and to upload a Submission, entrants must have finished in the top 25 on Round 1, as determined by voting (as long as the entrant was not disqualified for any reasons set forth in the contest rules for The Roots “Criminal” Contest). For a list of the Top 25 from Round 1 see
www.IndabaMusic.com/contests/show/the-roots_criminal

ENTRY REQUIREMENTS. No purchase is necessary to enter the Contest. By entering a Submission in the Contest, entrants hereby warrant and represent that the Submission conforms to the Submission Requirements set forth herein. Entrants agree and acknowledge that no compensation will be paid to them for any reason whatsoever including, but not limited to, entering this Contest or for creating a Submission. All Submissions must be in the following file formats: MP3, AIFF, WAV and must meet the following requirements (“Submission Requirements”). Failure to abide by the Submission Requirements is grounds for disqualification in Operator’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 Operator 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 entrant or which are owned by others (including music "samples" other than the audio files provided through the Website);

* Entrants shall not use the Audio Files in any manner or for any purpose other than for entering Contest; and

* Submissions shall not be in violation of any law.

BY ENTERING A SUBMISSION, ENTRANTS ACKNOWLEDGE THAT SUBMISSIONS MAY BE POSTED ON OPERATOR’S WEBSITE, IN OPERATOR’S DISCRETION. Operator reserves the right to, and may or may not, monitor/screen Submission prior to posting them to the Website. Entrants acknowledge that Operator has no obligation to use or post any Submission. By submitting a Submission entrants warrant and represent that: (a) the Submission is entrant’s original work, (b) the Submission has not been previously published, (c) the Submission has not previously received awards, (d) 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; (e) that entrant has obtained permission from any person whose name or voice is used in the Submission and (f) that exploitation, use, display or performance of the Submission via any form of media, will not infringe the rights of any third parties. Entrants shall indemnify and hold harmless, Operator from any claims contrary to or in violation of these warranties and representations.

GRANT OF RIGHTS: By entering this Contest, entrants assign away all rights in the Submission on a worldwide, perpetual, irrevocable and royalty-free basis, for any and all purposes including, but not limited to, display, public performance, posting for streaming and/or download, making of derivative works, reproduction, distribution, and all other means of exploitation of the Submission. Entrants agree that The Roots, or its designee, shall, from inception, own all right, title and interest in each Submission (including the copyrights in the sound recording) in perpetuity, free from any claims by entrant or any other person and all such works shall be deemed "works made for hire" for The Roots, or its designee. Entrants shall have no ownership rights or interest whatsoever in the Submission and shall not commercially exploit the Submission in any manner whatsoever, it being understood that entrant is permitted to use the Audio Files solely for the creation of a Submission and participation in this Contest. All Submissions are licensed by The Roots, under the Creative Commons Attribution- Noncommercial-No Derivative Works 3.0 license. The contestant may use the Submission(s) for non-commercial purposes outside of the Contest without the permission of The Roots so long as, in connection with each non-commercial use, the contestant makes appropriate attribution to The Roots For more information on the Creative Commons Attribution- Noncommercial-No Derivative Works 3.0 license please see: http://creativecommons.org/licenses/by-nc-nd/3.0/

By entering this contest, entrants agree: (i) that Contest Parties have the right to use the Submission and entrants’ name and likeness in any and all media in and in connection with promotion, publicity, marketing and advertising for Contest Parties, and this Contest or other promotions by Contest Parties as Contest Parties’ sees fit without any further notification or compensation (ii) that Contest Parties shall have no obligation (express or implied) to use Submission in any manner and entrants shall not be entitled to any damages or other relief by reason of Contest Parties use or non-use of a Submission; (iii) to be bound by these official rules; (iv) that entrants may be contacted by Contest Parties by email regarding this Contest; (v) to indemnify and hold Contest Parties 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 relating to any breach by entrant of the terms and conditions of these rules, including the representations and warranties made herein. By entering this Contest, entrants agree to sign and deliver to Contest Parties such documents as Contest Parties may reasonably require to effectuate the rights granted herein.

SELECTION OF WINNERS: Round Two: Submissions will be posted on the Website during the Submission Period, thereby allowing consumers to vote for their favorite Submission between November 12, 2008 at 12:01:00pm EDT and December 2, 2008 11:59:59am EDT ("Voting Period"). Limit one vote per email address/ per person.

The Winner of Round Two will be decided by the judges of the Contest. Voting will in no way decide the winner or nominate a select group of winners.

The Winner will have the opportunity to collaborate musically with yet to be announced musicians affiliated with The Roots organization. Details of the Grand Prize will be made clear after January 1st.

Other prizes may be determined at the discretion of The Roots and the Operator.

Entrants agree that the Operator has the sole right to decide all matters and disputes arising from this Contest and that all decisions of Operator and The Roots are final and binding.

GENERAL TERMS: Winners are solely responsible for the payment of any taxes on their respective prizes. No cash equivalent or substitution of any prize is offered, except at the sole discretion of the Operator. Prizes are non-transferable, and non-refundable. Winners will be notified by phone and/or e-mail and each winner may be required to complete, sign and return an Affidavit of Eligibility and Liability/Publicity Release as a condition of being declared the winner. If a prize, or any portion thereof, cannot be awarded for any reason, such prize will be forfeited. By participating in the Contest, entrants thereby release Operator and Contest Parties from any and all claims, damages or liabilities arising from or relating to such entrant’s participation in the Contest, and agree to resolve any dispute individually, without resort to any class action. By accepting a prize in the Contest, each winner agrees that the Operator and Contest Parties shall not be liable for any loss or injury resulting from participation in the Contest, acceptance or use of any prize, or any travel related thereto. Each winner grants permission to Operator 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 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 which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest, Operator reserves the right, in its sole discretion, to cancel, modify or terminate the Contest. This Contest is governed by the laws of the state of New York, U.S.A. By entering, entrants 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.

LIMITATIONS OF LIABILITY AND RELEASE: No liability or responsibility is assumed by Operator or Contest Parties resulting from entrants’ participation in or attempt to participate in the Contest or downloading any information in connection with participating in the Contest. No responsibility or liability is assumed by the Operator or Contest Parties for technical problems or technical malfunction which may affect the operation of the Contest, 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 Web, in whole or in part for any reason; traffic congestions on the Internet or the Web Site; unauthorized human or non-human intervention of the operation of the Contest, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Contest, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Contest. Operator is not responsible for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Web Site. Use of the Website is at user’s own risk. Operator and the Contest Parties are not responsible for any personal injury or property damage or losses of any kind which may be sustained to user's or any other person's computer equipment resulting from participation in the Contest, use of the Web Site or the download of any information from the Website. Operator is not responsible for any attempt by an entrant or other individual to deliberately damage or undermine the legitimate operation of this Contest, including but not limited to any fraudulent claims, which may be a violation of I Can’t Help It and civil laws. Should such an attempt be made, Operator reserves the right to seek remedies and damages from any such individual, to the fullest extent permitted by law, including I Can’t Help It prosecution. Operator’s failure to enforce any term of these Contest Rules shall not constitute a waiver of that provision. Persons engaging in any of the foregoing activities may be disqualified in Operator’s sole discretion.

WINNERS LIST: For the name of the winner of this contest, see http://www.indabamusic.com/contests/show/the-roots_icanthelpit after January 1, 12:01:00pm EDT

OPERATOR: Indaba Media, LLC