2 publicly in Middle Georgia during the past twelve months. You must be 18 years or older and an artist not signed to a contract for Your services as an exclusive recording artist. 2. To submit the track, You must own 100% of master recording submitted. Submitted tracks cannot include samples, or have co-producers, cocomposers, or co-publishers other than You. Submitted tracks may have a co-writer only if the co-writer is a current band member or the co-writer was a former band member and has provided written permission to submit the Track. You must agree that by submitting Your track(s), You are warranting that You have the right to have the composition embodied in the track produced and recorded and distributed, as further set forth herein. 3. If selected for the album, You agree to record the selected track during the month of May at Shadow Sound Studio in Macon, GA, attend the release party in June, and provide legal rights for Company to distribute the record at no cost to promote Macon music, as set forth herein. 4. Tracks must be less than 7:30 minutes in length to be considered for the competition. 5. Performers or groups may submit no more than three tracks for consideration. Judging 1. NewTown Macon, Inc. and Stuckey Management DBA Shadow Sound Studio will select a panel of celebrity judges for the competition who will listen to and rate all submissions. 2. Using these ratings, NewTown Macon, Inc. and Shadow Sound Studio will collaborate to select ten master recordings (or tracks ) that represent a broad and diverse group of styles, artists and genres for inclusion on an album tentatively entitled Macon Music Record, Volume 1 (the Album ). NewTown Macon, Inc. and Shadow Sound Studio will also determine the order of tracks. 3. Tracks do not need to be professional recorded for consideration. 4. All genres of music will be considered. Prize Submitters of tracks selected for the record (the "Winning Artists") will have their winning track professionally re-recorded or, at producer's discretion, will have a previously unrecorded original composition produced and engineered exclusively by Joey Stuckey at Shadow Sound Studio in Downtown Macon, at not cost to the artist(s). If needed, Shadow Sound Studio will provide production services and play instruments at producer's discretion required to create the music recording, to be produced. With respect to all creative issues (i.e., producers, studio, Artwork, image/likeness, etc.), Newtown Macon, Inc. s decision will control. The ten-track record will be created into a CD with a locally designed sleeve case. NewTown Macon, Inc. will own the master recording produced by Shadow Sound Studio. The record will be uploaded to streaming music services, and made available to all locally owned restaurants, bars and entertainment venues in Middle Georgia for unlimited playback. Lastly, each Winning Artist will receive 25 free copies of the CD
4 underlying composition and sound recording are not being offered to the public or to private parties in any way, either for free or for a fee. 3. All Submissions must be free of any vulgar or sexually explicit content. Any such content contained in a Submission will permit Company, in its sole discretion, to remove the Submission, to disqualify the Submission and any or all of that Contestant s other Submissions, and to indefinitely remove that Contestant from the Contest and the Website. 4. Submissions cannot be altered, modified or changed in any way once submitted. Submissions may be deleted by the submitting Contestant, but in such an instance, no refund will be offered and the Contestant will not be able to upload a new Submission in the place of the deleted Submission. C. Winning Tracks. 1. By accepting these Terms and Conditions, You agree to be bound to such terms concerning a Winning Track, should your Submission be chosen as a Winning Track. By agreeing to these Terms, You hereby warrant and represent the words and music of the composition embodying such Winning Track (the Composition ) are wholly owned by You. You hereby agree that if You are a Winning Artist, You allow Company to reproduce the Composition on records (including all physical and digital forms thereof) and to distribute and otherwise exploit them in the Territory by any and all means now or hereafter known. You further agree that if You are a Winning Artist, for such licenses, You will not be paid mechanical royalties; You hereby waive your right to receive mechanical royalties in connection with the exploitation of Masters hereunder, and you hereby grant to Company a license for the use of the musical compositions written by Artist, embodied on the Masters and released on the Album free of charge with respect to all exploitations of the Masters pursuant to this Agreement. You hereby grant (and shall cause Your respective publishing designee(s) to grant) to Company and its designees, at no fee, royalty or other cost to Company or its designees, the irrevocable, exclusive, worldwide right to reproduce the Composition on so-called promotional use-only audiovisual records and so-called promo music videos, to reproduce and distribute such audiovisual records and promo music videos, to perform them in any manner (including, without limitation, publicly and for profit), to manufacture and distribute such audiovisual records and promo music videos, and to otherwise exploit them, in any manner and through any medium now or hereafter known, and to authorize others to do so, for the life of the copyright of the Composition. 2. By agreeing to these Terms, You hereby agree that if You are a Winning Artist, You shall execute a Work for Hire Agreement, substantially in the form of Exhibit A attached hereto and incorporated herein by this reference. Pursuant to the Work for Hire Agreement, the Master recorded and delivered hereunder, from the inception of recording (including so-called out-takes ), and all matrices and records manufactured from them, together with the performances embodied on them, and all videos, artwork, websites and other materials created for use in connection with the Master hereunder (collectively, "Master Materials") shall be deemed a work for hire for Company and shall be the sole property of the Company, free from any claims by Company, a Winning Artist or any other person. You shall grant to Company the exclusive right to copyright such Master Materials in its name as the author and owner of them or to assign such rights to any third party, and to secure any and all renewals and extensions of such copyright throughout the Territory. To the extent, if any, that Company is not deemed the sole "author" of any of the Master Materials, then all right, title and interest in and to such Master Materials (including, without limitation, all such copyrights therein and renewals and extensions thereof) shall be deemed irrevocably transferred and assigned to Company by this Agreement. 3. By agreeing to these terms, you agree that if you are a Winning Artist, you will provide to Company an autobiographical summary of yourself and your career, along with a minimum of two (2) images (the Biographical Content ) by no later than ten (10) days
5 after the Announcement. You agree that Company shall have the right to display any and all of the Biographical Content on the Website in perpetuity. You hereby grant Company and its designee(s) the rights throughout the world to use and authorize the use of the Biographical Content, along with your name(s) (professional, legal and otherwise), approved likenesses, approved biographical information and other identifying features (collectively, "ID Materials") in connection with the Master, the Composition, recordings, their marketing and promotion, the Website, Company s social media sites (Facebook and Twitter), the Contest, other Materials and Company s business; such rights shall be non-exclusive and assignable both during the Term and thereafter. 4. Contestants hereby agree that Company and its asignees and licensees shall have the right to include the Winning Track in the recording Album. You hereby agree that if You are a Winning Artist, You shall execute any and all documentation necessary to affirm the terms set forth herein. D. Your Information. Upon your submission, we may create an account containing your information (an Account ), You will be asked to submit certain information, including but not limited to Your name, telephone number, address, physical address and profile image(s) ( Account Information ; Account Information, along with Submissions, shall be jointly defined as Materials ). You hereby represent and warrant that all Materials provided by You to Company are true, accurate, current and complete, and relate and belong solely to You. You hereby represent and warrant that such Materials: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene, contain child pornography or contain any nudity or vulgar images; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; or (bb) You do not have a right to link to or include. We do not knowingly collect personal information from minors under the age of 18. If we learn that we have collected the personal information of a minor under 18, we will take steps to delete the information as soon as possible. Any Materials found to violate this section may, in the sole discretion of Company, result in the disqualification of the Submission and all other Submissions by that Contestant from the Contest, indefinite removal of those Submissions from the Website, indefinite termination of that Contestant s Account, and may be punishable to the full extent of the law. E. Identity and Information. You represent to us that You are the identity You claim to manage. You understand that signing up another person without their permission is a direct infringement of their rights, and they may have the right to prosecute. Company also reserves the right to prosecute for any misrepresentation on the Website. F. Information Control. We do not control the information provided by other users, which is made available through our system. You may find other user's Materials to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Website. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense. G. Release of Company. Because user authentication on the Internet is difficult, Company cannot and does not confirm each user's purported identity. In the event that You have a dispute with one or more users, You release Company (and our officers, directors, agents, subsidiaries, members and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code В 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
7 5. Other Important Legal Matters A. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE CONTEST IS AT YOUR SOLE RISK. THE SERVICES PROVIDED HEREIN IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (i) THE WEBSITE OR CONTEST WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE OR CONTEST WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR CONTEST WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE OR CONTEST WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE EXTENT THAT ANY PART OF THIS SECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THESE TERMS, THIS SECTION WILL CONTROL. B. APPROPRIATENESS OF CONTENT. From the Website, users may view on the Website or be directed to other sites containing information or material that may be offensive or inappropriate. We make no effort to review the content of these sites, nor are we responsible for the validity, legality, copyright compliance, or decency of the content. In addition, we do not endorse or control the content of any other user and are not responsible or liable for any content, even though it could be unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, nor are we responsible or liable for content that infringes or may infringe upon the intellectual property or other rights of another. You acknowledge that we do not pre-screen content, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse, edit, move or remove any content that is available via the Website. C. LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE OR CONTEST; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR CONTEST; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANYONE ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE. D. Indemnification. Except when caused by, arising from, or related to our intentional misconduct or gross negligence, You agree to protect and fully compensate us and our affiliates and service providers from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorney s fees) caused by or arising from Your use of the Website and participation in the Contest, Your violation of the Terms or Your infringement, or infringement by any other user of Your account, of any intellectual property or other right of anyone. E. Service Changes and Discontinuation. We reserve the right to change or discontinue, temporarily or permanently, the Website and/or the Contest at any time without notice. In order to maintain the security and integrity of the Website and the Contest we may also suspend Your access to the Website at any time without notice. You agree that we will not be liable to You or
9 10. PURCHASERS OF MUSIC. All Users who make a Digital Download ( Purchasers ) are required to comply with the Terms of this Agreement. Company will not refund any Digital Download for any reason, and hereby expressly disclaims any and all warranties, as set forth above in section 5. Company does not endorse any Contestant or Submission and is not affiliated with any Contestant or Submission other than as set forth in this Agreement. Company accepts only U.S. currency. All payments made through the Website are accepted via a secure method of SSL. 11. RESERVATION OF RIGHTS A. Company reserves the right to refuse any material that violates the guidelines, violates this Agreement, violates the law or for any reason whatsoever is deemed inappropriate by Company. Company has the right to disqualify any Submission or any Contestant for violation of the guidelines included elsewhere in this Agreement, violation of law, or for any reason whatsoever as deemed necessary by Company. Company is not responsible or liable for any loss or damage resulting from the removal of Material from the Website, nor from the disabling of a User s Account or disqualification of a Submission or Contestant. You agree to indemnify and hold harmless Company from all costs, damages and expenses (including reasonable attorney's fees) resulting from any claims, damages, and losses arising in connection with the disabling, disqualification or suspension of Your User Account or Submissions. B. You acknowledge that Company is in no way responsible or liable for any Submissions, Material, or any other content made or provided by any person, Contestant, User or entity to the Contest, the Website or other content associated with User Accounts. You agree to indemnify and hold harmless Company from any direct, indirect, incidental, punitive and consequential damages that You may cause or incur through Your or others' use of the Website or participation in the Contest. You further acknowledge and agree that You are solely responsible and liable for any and all materials used in association with Your User Account. You assume all liability for any damages or infringements that You knowingly or unknowingly cause through Your use of the Website and/or participation in the Contest. 12. PROMOTIONAL USE OF MATERIALS You agree to allow Company to use any and all Material, including content, images, music, news and other materials, associated with Your User Account for advertising, promotional and marketing purposes during the Term of the Contest, and in perpetuity if You are a Winning Artist. You will retain all rights to these Materials and all other content, other than as set forth herein, and Company in no way claims ownership of or copyright to any of Your original materials, other than as set forth in this Agreement. You further agree to indemnify and hold harmless Company for any loss or damage resulting from any unlawful third party stealing, copying or otherwise using the work product created by Company with Your Materials. 13. NO WARRANTY You agree to accept the state of the Website and the Contest "AS IS" and accept it with no guarantees or warranties, expressed or implied, and further agree that You use the Website and participate in the Contest at Your own risk. Company does not warrant that the Website or Contest will be free of errors, typos, malfunctions, security breaches, down time, slow response time, or other problems that may occur. Company disclaims all warranties to the full extent permissible under the applicable law. 14. NO WAIVER Failure by Company to enforce or take advantage of any provision hereof shall not constitute a waiver of the right to subsequently enforce or take advantage of such provision or any other provision contained herein. 15. JURISDICTION This Agreement shall be interpreted and construed in accordance with the laws of the state of Georgia. In the event of a dispute regarding this Agreement, jurisdiction and venue shall lie in the state of Georgia in the courts of Bibb County. 16. ENTIRE AGREEMENT This Agreement supersedes and cancels all prior discussions, correspondence and memoranda with respect to the subject matter hereof between You and Company, whether written, oral, sent by or implied, and it evidences the exclusive and entire Agreement between You and Company.
10 17. SEVERABILITY If any provision herein is prohibited by or under the laws of any jurisdiction in which this Agreement may be used or to which it may be applicable, said provision shall be, as to said jurisdiction, ineffective to the extent of such prohibition, without invalidating thereby any of the remaining provisions of this Agreement. 19. By using the Website and/or participating in the Contest, You, the customer and a User of agree to the terms and conditions of this Agreement. Your continued use of the Website and the Contest and the tools and services offered therein confirms Your continued acceptance of this Agreement as it exists presently or as it may be modified from time to time. You further acknowledge that You may not be notified of such changes or modifications to these Terms and Conditions, but that You shall be solely responsible for reviewing the latest Terms and Conditions. PLEASE DO NOT USE THE WEBSITE OR PARTICIPATE IN THE CONTEST IF YOU DO NOT AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OR WITH CHANGES TO THE TERMS AND CONDITIONS.
11 EXHIBIT A WORK FOR HIRE AGREEMENT "Company": Newtown Macon, Inc., 479 Cherry Street, Macon, GA "Winning Artist":, located at This agreement ( Agreement ) is made as of the date set forth above by and between Company and Winning Artist. Company and Winning Artist hereby agree as follows: 1. SERVICES. Winning Artist rendered services to Company as an independent music writer and recording artist in connection with the Master Recording of the Composition entitled (hereinafter Master or Master Recording ). Winning Artist has paid all payments required to be made to any individual(s) rendering services in connection with the producing and recording of the Master, as well as all other payments which were required to be made pursuant to any applicable law or regulation. 2. PAYMENT. Winning Artist shall receive no compensation in connection with all services of any nature rendered by Winning Artist in connection with the Master Recording, including (but not limited to) any services as a producer, engineer, arranger, instrumentalist, musician or vocalist, other than as a composer or writer. 3. RIGHTS IN COMPOSITION AND RECORDINGS. (a) Winning Artist and all other persons rendering services in connection with such Master shall be deemed employees for hire of Company, and the Master Recording that is subject to Agreement, from inception, is considered, for purposes of this Agreement, a work made for hire for Company pursuant to the United States Copyright Act. If the Master is determined not to be a work made for hire, all rights in it which are attributable to a Winning Artist's participation in its authorship will be deemed transferred to Company by this Agreement. The Master that was made under this Agreement, from inception, and all recordings distributed and manufactured from it, together with the performances embodied on them, are the sole property of Company or Company s assignee, free from any claims whatsoever by Winning Artist or any other person, and Company or Company s designee have the exclusive right to copyright this Master Recording in the name of Company or Company s designee as the owner and author of the Master, and to secure any and all renewals and extensions of such copyright throughout the world. (b) Without limiting the generality of the foregoing, Company and any Person authorized by Company have the unlimited, exclusive rights, throughout the world: (i) to manufacture and distribute Records in any form and by any method now or hereafter known, derived from the Master made under this agreement; (ii) to sell, transfer or otherwise deal with the Records under any trademarks, trade names and labels, or to refrain from such manufacture, sale and dealing; and (iii) to reproduce, adapt, and otherwise use, perform and perform digitally the Master in any medium and in any manner, including but not limited to use in audiovisual works, without payment of any compensation to Winning Artist other than as set forth herein. The Master may not be used by Winning Artist without license from Company. For purposes of clarity, the Master subject to this Agreement is not the master recording submitted by Winning Artist to Company in connection with the Contest, as defined in the Newtown Macon, Inc. Terms and Conditions, which this Agreement is incorporated into by reference,. 4. CREDIT, NAMES & LIKENESSES. Company has the worldwide right in perpetuity to use and to permit others to use the name (both legal and professional, and whether presently or hereafter used by a Winning Artist), approved likeness, other identification, and approved biographical material of Winning Artist for purposes of trade and otherwise, without restriction, in connection with the Master Recording hereunder, the Phonograph Records derived therefrom, and Company s music business and products. Company shall give Winning Artist appropriate production credit on Phonograph Records released by it in any format on Album liner notes and Album cover. Such credit shall be in substantially the following form: [Winning Artist s name]. 5. WARRANTIES, REPRESENTATIONS. Winning Artist hereby warrants, represents and agrees that: (1) Winning Artist is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to Winning Artist s right to execute this contract to grant the rights granted by Winning Artist to Company hereunder, to perform each and every term and provision hereof and to produce each and every selection created hereunder. In this regard Winning Artist specifically warrants and represents that no selection created by a Winning Artist hereunder is or shall be subject to any restrictions pursuant to any other agreement to which Winning Artist is or has been a party or by which Winning Artist is otherwise bound; (2) Neither the Composition nor any other selections, materials, ideas, or other properties
12 furnished by Winning Artist, if any, or the performances by persons engaged by Winning Artist and embodied or contained in or used in connection with the Master will violate or infringe upon any common law or statutory right of any person, firm or corporation including, without limitation, contractual rights, copyrights, trademarks, obscenity laws and/ or rights of privacy and publicity. Winning Artist expressly agrees that in the event Winning Artist breaches any provision of this contract, including but not limited to the warranties and representations set forth herein, Company would be entitled to injunctive relief and/ or damages, as Company may deem appropriate, in addition to any other rights or remedies available to Company. Winning Artist hereby agrees to and does hereby indemnify, save, and hold Company harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and attorneys' fees) arising out of or connected with any claim, demand, or action by a third party which arises from a breach of any of the warranties, representations, or covenants made by Winning Artist in this contract. This contract has been entered into in the State of Georgia, and its validity, construction, interpretation and legal effect shall be governed by the law of the State of Georgia applicable to contracts entered into and performed entirely within the State of Georgia. Venue and jurisdiction lie in the courts of the state of Georgia. The parties hereto have caused this Agreement to be executed as of, [Print name of Winning Artist] ( WINNING ARTIST ) Newtown Macon, Inc. ( COMPANY ) By, an authorized signatory