Official Rules of the MTV Emerge Contest

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• DESCRIPTION :

MTV Emerge Contest (" Contest") is an online music talent competition conducted through the mtvemerge website. You must be a MTV Emerge member in order participate in the Contest or win a prize. Membership on MTV Emerge is free, and can be obtained by logging on to www.mtvemerge.com and following the onscreen instructions to open an account. The administrators of the Contest will be MTV Asia LDC (“ MTV Asia”) and the sponsors of this Contest are Jeepney Music and the DOT (collectively, “ Sponsors”). Entrants to the Contest agree to abide by the Official Rules. Entrants should also be aware that participation in the Contest is subject also to their acceptance of the User Content Submission Agreement , please click on [www.mtvemerge.com] to view. Entrants are to read the User Content Submission Agreement and if the agreement in its entirety is fully understood and deemed acceptable, to continue with participation in the Contest by which acts that follow, Entrants shall be deemed to agree to be bound by the agreement. In the event of conflict between the Official Rules and the agreement, the former shall prevail and control.

The Contest will flow as follows:

• Contest "Submission Period": The Contest Submission Period begins on or about October 5, 2009 and ends on November 14, 2009 at 11:59 a.m. (PHT)
• "Voting Period" : On or about November 2, 2009 through November 14, 2009, at 11:59 a.m. (PHT) registered MTV users (" Registered Users") will have the opportunity to vote for their favorite Submission to determine the winners (defined below).
• “Finalist Announcement”: On or about November 23, 2009, (“ Finalist”) will be contacted to confirm eligibility and obtain releases, according to Section 7 of the Official Rules.
• “Showcase Event”: All seven (7) Winners revealed and will be expected to perform live on November 27, 2009 as part of Jeepney Music showcase to the public the Winners of this contest (or such other date if necessary).

• ELIGIBILITY:

Contest is open only to individuals or parties residing in the Philippines, who are at least eighteen (18) years of age or the age of legal majority (whichever is higher) in their province of primary residence at time of entry (" Entrants"). Entrants may consist of solo artists or bands. In the case of a band Submission, all members of the band must meet the eligibility requirements contained herein. One member of each participating band will be appointed as the designated contact for the band as the Entrant and will be responsible for fulfilling all Entrant requirements as stated herein. Furthermore, Entrants may not be eligible to participate in this Contest if an Entrant or any member of his/her band is under contract with (i) any record company, (ii) any major publishing company, or (iii) any company or organization which might interfere with an Entrant's ability, or the ability of any member of a band, to perform for the promotion Sponsors, or to enter into agreements with the Sponsors as described herein, as determined by the Sponsors in their sole and absolute discretion. All Entrants (or in the case of a solo or representative band member, the participating solo or band) must be registered members of MTV with a MTV Emerge Account (" Registered Account") and in compliance with MTV Asia’s Terms of Use policy located at http://www.mtvasia.com/Info/terms.html , which may be amended from time to time.

Each Entrant must be the rightful owner (or have authorized use) of the e-mail address identified with the Entrant's Registered Account as of November 14, 2009. In the event of a dispute as to the identity of a winner, the winner will be deemed to be the natural person in whose name the e-mail account associated with the provided e-mail address was opened.

At the time of submission period, entrants must be residing in the Philippines, and cannot be an employee, agent or representative of the DOT, Jeepney Music, MTV Asia or any of their respective parent companies, affiliate, related companies or related governmental agencies (in respect of the DOT).

• HOW TO PARTICIPATE:

To participate, Entrants must visit the Contest web site during the Submission Period by going to http://www.mtvemerge.com (" Website ") and signing up for Registered Account.

Your Registered Account must include name and birth date if you are a solo artist or a representative of the band. For bands upon e-mail finalist notification the representing band member must reply with a list of each member of the participating band and these band members must meet “Eligibility” in order to be eligible to participate as a finalist and/or win a prize.

Entrants will then have the opportunity to upload one (1) or more original songs (" Submission ") to "Website" directly from their desktop. Entry will not be complete until Entrant has followed the onscreen prompts to upload and attach the Submission from the Entrant's Registered Account. Submission must be uploaded by 11:59 a.m. (PHT ) on November 14, 2009. Upon completing entry into Contest, Entrants will be able to share features on the site to inform fans to visit the Website and vote during the Voting Phase. Limited to one (1) entry per person and/or band, per Registered Account. Entrants must provide all information requested to be eligible to win. Entry is not complete until Entrant has followed the online prompts to upload the digital file containing their Submission and affirmatively accepted the Official Rules.

• SUBMISSION REQUIREMENTS

The Submission must meet the following guidelines:

• Audio Submission must be equal to or no greater than six (6) minutes in length and may not exceed 10 MB in file size and must be submitted as an mp3.
• Video Submission (Preferred) must be equal to or no greater than four (4) minutes in length and may not exceed 1GB and must be submitted as an MPEG-4.

The Submission must meet the following content restrictions:

• Submission must NOT contain material which is (or promoting activities which are) sexually explicit, obscene, pornographic, violent, self-mutilating (e.g., relating to murder, the sales of weapons, cruelty, abuse, etc.), discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), illegal (e.g. underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane, or harassing; or material that contains any derogatory references to any Contest Entities;
• Submission must be entirely original to the Entrant and must NOT include mention or performance of any copyrighted media production including but not limited to music, films, books, television programming, etc., or identifying descriptions of any media property;
• All musical compositions contained in the Submission must be original and wholly owned and administered by the Entrant;
• Submission must NOT have been previously submitted to another Contest, broadcast on a media network or submitted to any entertainment entity that would conflict with this Contest, as determined in the Contest Entities' sole discretion;
• Submissions must comply with the Website's Terms of Use; and
• Submissions must NOT include third parties/people, who have not expressly authorized Entrant to feature their image, likeness or voice in the Submission or otherwise use such image, likeness or voice in accordance with these Contest Rules. Third Parties include but are not limited to celebrities, friends and minors who have not obtained parental consent prior to such participation. Entrants should be able to provide on request all appropriate clearances, permissions and releases for the Submission, including releases from all persons featured in the Submission (in the event an entrant cannot provide all required releases, Sponsor reserves the right, in Sponsor's sole discretion, to disqualify the applicable Submission).

Entrants who submit Submissions, which violate any of these requirements, may be deemed ineligible to receive the prize and their Submission may be void at the Contest Entities' sole discretion. Contest Entities reserve the right to disqualify in their sole and absolute discretion any Submissions deemed inappropriate or that do not comply with the Website's Terms of Use. Contest Entities reserve the right to allow for minor fluctuations between the Entrant's timing device and the actual runtime of the Submission on the Website, based on clear intent to comply with the Official Rules, as determined in the Contest Entities' sole discretion. Incomplete or unintelligible entries will be disqualified. Contest Entities reserve the right to determine in their sole discretion which entries have satisfied the entry requirements. ELIGIBLE ENTRANTS MUST SUBMIT IN ACCORDANCE WITH THESE OFFICIAL RULES. NO OTHER METHOD OF SUBMISSION WILL BE ACCEPTED.

• REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each Entrant represents and warrants as follows: (i) the Submission is the Entrant's own original, previously unpublished, and previously unproduced work; (ii) the Submission does not contain any computer virus, is otherwise uncorrupted, is wholly original with Entrant, and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iii) the Submission does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity; (iv) you have obtained permission to submit the names of any band members, their personally identifiable information and their performances contained in the Submission; and (v) the Submission does not and will not violate any applicable laws, and is not and will not be defamatory or libelous. Each Entrant hereby agrees to indemnify and hold the Contest Entities harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of Entrant hereunder, or from Entrant's participation in the Contest.

• MATERIALS/RIGHTS IN SUBMISSIONS/PUBLICITY RIGHTS: In consideration of a Submission being reviewed and evaluated for this Contest, each Entrant hereby grants to the Contest Entities the non-exclusive irrevocable, fully paid, universal license to use, copy, sublicense, transmit, distribute, publicly perform, publish, delete or display such Submission, or any portion thereof, including to the extent applicable (a) any information, biographical data, and material (e.g., the "Creative File") submitted by Entrant in connection with the Contest; and (b) all video, audio, photographs, text, graphics, statements, any other creative materials, and quotations of or by Entrant and furnished by Entrant as part of this Contest (" Material ") included in and/or submitted by Entrant in connection with the Contest), in any media now known or hereafter devised including, but not limited to all forms of electronic media, print media and all forms of internet and wireless protocol. Each Entrant understands that his or her name and other Material may be posted on the Website in connection with Contest. Entrant agrees that the Contest Entities have no obligation to post a Submission or any Material on the Website. Each Entrant authorizes the Contest Entities to utilize, for eternity and in any manner they see fit, the Submission provided to Contest Entities, and to make derivative works from such materials solely in connection with the Contest (i.e., without limitation, to create promotional materials). Each Entrant releases the Contest Entities, and their assigns and licensees, from any and all claims or liability (now known or hereafter arising), including but not limited to any claims for defense and/or indemnity, in connection therewith. Each Entrant agrees and acknowledges that participation in the Contest, including, without limitation, the Entrant's decision to provide the Submission to Contest Entities for purposes of the Contest, shall not give rise to any confidential, fiduciary, implied-in-fact, implied-in-law, or other special relationship between the Contest Entities and Entrant, does not place the Contest Entities in a position that is any different from the position held by members of the general public with regard to elements of the Entrant's Submission, and that the only contracts, express or implied, between the Contest Entities and Entrant is as set forth in these Official Rules and the release forms. In addition, by participating in the Contest and providing a Submission, each Entrant hereby grants permission (except where prohibited by law) for the Contest Entities to use Entrant's Submission, name, likeness, voice, quotes, comments, biographical information, photograph and/or image for the purpose of advertising, trade, or promotion without further compensation or consideration in any and all media now known or hereafter developed throughout the universe. Except as required by law or permitted pursuant to these Contest Official Rules, the Contest Entities will not share an Entrant's information with any third parties.

• VOTING PERIOD: The Submissions will be posted on the Website during the Voting Period and Registered/Non-Registered Users will have the opportunity to vote for their favorite Winner Submission according to the Registered/ Non/-Registered Users' judgment and interpretation of the creative content. Submissions will be judged solely on the subjective opinions of the Registered/ Non-Registered Users who choose to participate in the voting process. Non/Registered Users are eligible to vote on their favorite Submission voting or by logging in to their account and following the onscreen prompts to vote for their favorite Submission. The Submission which receives the most votes during the Voting Period will be short-listed into a finalist group which will selected by a panel of judges.

• FINALIST NOTIFICATION: Each of the Finalists, as determined by submissions with the most vote and a Judging Panel, will be notified by telephone, email and/or overnight mail on or about November 16, 2009 and will be required to respond (as directed) to the notification attempt within three (3) business days (or a shorter time if required by exigencies) on November 18, 2009 , 5 p.m. (PHT). The failure to respond timely to the notification may result in forfeiture of participation in the Contest and, in such case, Contest Entities may select an alternate Winner according to the Judging Panel results and pre-screening. Finalists will be required to execute and return an affidavit of eligibility, a liability release and, unless prohibited by law, a publicity release and other related documents required by the Contest Entities, and, in the case of a band Submission, a Band Member Release (" Finalist Documents") within a reasonable amount of time, as determined by the Contest Entities in their sole discretion. The Finalists will be narrowed down and selected to seven (7) Winners on by November 23, 2009 and will not be announced publicly until November 27, 2009 or discretion by MTV and the sponsors of this contest. Winners may NOT proceed to the Live Event until all such properly executed and notarized Winner Documents are returned. Once the Finalist Documents have been received by the Contest Entities in accordance with these Official Contest Rules, the Winners will have their Submissions posted on the Website after November 27, 2009. Additionally, the Winner’s Submissions will be made available for download from the Website by members of the general public under discretion by MTV and the sponsors of this contest

• CONTEST JUDGING: Winner will be judged by Contest Entities Judging Panel . Winner performance will be scored based on the following criteria to select seven (7) Winners:
• Creativity: 25%
• Originality: 30%
• Performance & Appeal: 30%
• Lyrics and melody: 15%

PRIZES (7): The seven (7) Winners will receive a standard recording and management agreement (subject to the terms and conditions of the Jeepney Music recording agreement which will be provided to all selected Winners prior to completion of the Finalist Documents) with Jeepney Music for the winning Entrants. The Jeepney Music recording agreement includes music distribution marketing and mentorship. In no event shall Jeepney Music be obligated to any Entrant and or Winner in the Contest for any monetary compensation.

Winners agree to the use of his/her name and likeness without any additional compensation by Sponsors for publicity. By entering this contest Each Winner acknowledges that MTV Asia and all MTV Asia Affiliates and related companies have the right to publicize his/her name, voice, likeness, the fact that he/she won, and all matters incidental thereto.

Additionally, the Winners may have to participate in other Contest related activities as may be required by MTV Asia and/or the Sponsors. Such activities shall serve as additional promotion for the corresponding bands. No prize substitution is allowed except at the discretion of Contest Entities. If a prize cannot be awarded due to circumstances beyond the control of Jeepney Music, Jeepney Music shall provide a substitute prize of equal or greater value (non-monetary) will be awarded; provided, however, that if prizes are awarded but unclaimed/forfeited by recipient, prize may not be re-awarded, in the sole discretion of the Contest Entities. Other restrictions may apply. Limit one (1) prize per household.

Entrants acknowledge that the sponsorship of all prizes for this Contest is provided by Jeepney Music.

• RIGHTS OF CONTEST ENTITIES: Contest Entities, shall have the right and sole discretion to edit, refuse to air or transmit or cease to air or transmit any Submission whatsoever which it finds to be in violation of the provisions hereof, does not fully comply with all of Contest Entities' requirements in connection with any and all legal clearance issues, or which it finds in its sole discretion to be otherwise objectionable for any reason. Contest Entities also reserve the right to replace the winning Submission with the Submission of an alternate eligible Entrant in accordance with these Official Rules if such Submission and/or Entrant is withdrawn from or removed from the Contest for any reason, including without limitation, Entrant's failure to have Finalist Documents executed as directed by the Contest Entities. The Contest Entities are not responsible for any materials provided by Entrants which are deemed harmful or offensive to others or for any harm incurred as a result of the Submission creation. The Contest Entities make no warranties, express or implied, as to the content or the accuracy or reliability of any information or statements contained in the Submission. All statements and opinions made by Entrants are those of such Entrants only, and the Contest Entities neither endorse nor shall be held responsible for the reliability or accuracy of same. Contest Entities are not responsible for the content or practices of third party Web sites that may be linked to the Website. The Website may also be linked to websites operated by companies affiliated with Contest Entities. Visitors to those sites should refer to each site's separate privacy policies and practices.

• INDEMNITY: The Contest may also be promoted by a third party or parties (each a " Promotional Partner ," and collectively " Promotional Partners "). Entrant shall indemnify, defend and hold harmless the Contest Entities, any Promotional Partners, and each of their respective parents, affiliates, successors, assigns and licensees, and each of their respective employees, shareholders, officers, directors, contractors, agents and representatives (collectively, the " Released Parties ") from and against any and all liability, claims, loss, damage, injury or expense, including reasonable attorneys' fees, arising out of or in connection with any third party action arising out of or resulting from (i) Entrant's participation in the Contest, (ii) a breach or allegation which if true would constitute a breach of any of Entrant's representations, warranties or obligations herein, and/or (iii) acceptance, possession, use or misuse of any grant or prize, including without limitation, personal injury, death and property damage arising there from.

• GENERAL TERMS AND CONDITIONS: By participating, each Entrant agrees that the Released Parties are not responsible or liable for, and shall be released and held harmless from: (i) late, lost, delayed, damaged, incomplete, illegible, unintelligible, misdirected or otherwise undeliverable mail, postage-due notices, release forms, affidavits or other correspondence; (ii) telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures, or difficulties of any kind; (iii) any condition caused by events beyond the control of the Contest Entities that may cause the Contest to be disrupted or corrupted; (iv) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with the Contest; (v) any and all losses, damages, rights, claims and action of any kind in connection with or resulting from participation in the Contest; (vi) acceptance, possession, or use of any grant or prize, including without limitation, personal injury, death and property damage arising therefrom; and (vii) claims based on publicity rights, defamation or invasion of privacy. Contest Entities reserve the right, in their sole discretion, to adjust times and dates reflected in the Description Section of the Official Rules at any time and/or to suspend or cancel the Contest at any time for any reason, including, without limitation, if a computer virus, bug or other technical problem corrupts the administration, security, or proper conduct of the Contest, strikes, lock-outs, acts of God, technical difficulties, and other events not within the reasonable control of Contest Entities. If the Contest is terminated before the designated end date, Sponsor will (if possible) select the winners from all eligible, non-suspect Submissions received as of the date of the event giving rise to the termination. Contest Entities reserve the right, at their sole discretion, to prohibit any Entrant from participating in the Contest or to disqualify any individual it finds, in its sole determination, to be tampering with the entry process or the operation of the Contest; to be attempting to undermine the legitimate operation of the Contest by cheating, hacking, deception, or any other unfair playing practices; to be acting in violation of the Official Rules; or to be acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Contest Entities may suspend or discontinue the Contest if, in their sole opinion, there is any actual or suspected tampering of the Contest, or any other malfunction, event or activity that may affect the integrity of the Contest. CONTEST ENTITIES SHALL NOT BE OBLIGATED TO AWARD ANY PRIZE THAT RELATES TO OR ARISES OUT OF IMPROPER OR MISTAKEN PRIZE NOTIFICATION, OPERATION OR FUNCTION OF THIS CONTEST. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

• DISPUTES: All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest, or the rights and obligations of Entrants and the Contest Entities in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the Singapore (save for the Contracts (Rights of Third Parties) Act Cap. 53B of Singapore), without giving effect to any choice of law or conflict of law rules or provisions (whether of the Singapore or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Singapore. In the event of a claim or dispute, the parties shall use their best endeavors to resolve such matter amicably failing which, the matter shall be submitted to the courts of Singapore which shall have exclusive jurisdiction. Entrants' sole remedy shall be limited to their remedy at law for damages, if any, and Entrants shall not have the right to in any way enjoin or restrain the distribution, advertising, publicizing or other exploitation (in any form of media) of the Website, the Contest, and/or any intellectual property owned or licensed by the Contest Entities or their respective parent companies and affiliated entities

• PRIVACY POLICY: By entering the Contest, you understand that MTV Asia will collect your personal information. Please see MTV Asia’s Privacy Policy located at http://www.mtvasia.com/Info/privacy.html . By entering the Contest, you grant MTV Asia permission to share your email address and any other personally identifiable information with the corresponding Contest Entities solely for the