THE NIGHT GAME/REAL JOHNSON RECORDS REMIX CONTEST TERMS

The terms (the “Terms” or the “Agreement”) govern your (“You,” or the “Entrant”) participation in the remix contest (the “Contest”) operated by the sponsor of the Martin Music Inc. (“Real Johnson Records”). By entering the Contest you agree that you have read these Terms and agree to be bound by them. Please read these Terms carefully as they form a binding legal agreement between You and Real Johnson Records.

CONTEST ENTRY

An eligible individual may enter the Contest by taking the following steps:
1. preparing a remix (the “Remix”) of one of the songs specifically made available for purpose of being remixed (the “Eligible Songs”) found on the Contest page (the “Contest Page”) of the Real Johnson Records website located at https://www.thenightgame.com/remix (the “Website”) ;
2. uploading the Remix and the component tracks of the Remix (“Remix Stems”) (the term “Eligible Songs” shall mean to include Remix Stems) to the Contest Page, in any file format specified by Real Johnson Records; and
3. providing the necessary identifying information to enter the Contest on the Contest Page.
  
  (the materials referenced above collectively form your “Entry”).

No purchase is necessary to enter the Contest or open an account on the Website in order to access the Contest or enter the Contest.

DURATION OF CONTEST

The Contest shall be open between the dates specified on the Contest Page (the “Contest Period”). Entries to the Contest will only be accepted during the Contest Period. An Entry will be accepted when Real Johnson Records’ computer servers record Your Entry information as submitted. The sole determinant of time for the purposes of determining the beginning and end of the Contest Period shall be Real Johnson Records’ computer servers. Any automatic computer receipt (such as a confirmation email) does not constitute proof of actual receipt of an Entry for the purpose of these Terms.

ELIGIBILITY

The Contest is open only to individuals who, for the duration of the Contest Period:
1. reside in a jurisdiction where the Contest is lawful;
2. are over the age of 18 years old as of September 22, 2020 and have the legal capacity to enter into a binding contract in the jurisdiction where they reside or who have entered into the Contest with the informed consent of a legal guardian if under the age of majority;
3. read and agree to be bound by these Terms and any terms of use and privacy policies Real Johnson Records may have in place during the Contest Period; and
4. are not employees, officers, directors or affiliates of Real Johnson Records or the Partners, or their immediate family members (meaning spouse, parent, child, sibling and their respective spouses, regardless of where they reside or those living in the same households) or other individuals living in the same household as these aforementioned individuals.

The Contest is void where prohibited by law.

By entering the Contest You represent and warrant to Real Johnson Records that you meet these criteria. Real Johnson Records reserves the right to require proof of age and jurisdiction of residence prior to awarding You with a Prize.

Only Remixes of eligible song will be accepted for the purpose of entering the Contest. Any Remixes of songs that are not Eligible Songs will not be considered.

PARTICIPATION AND ODDS OF WINNING

No purchase or payment of any kind is necessary to enter or win the Contest. Your odds of winning are affected by the number of qualifying Entries received and the quality of Your Entry.
ONE ENTRY PER INDIVIDUAL

Each individual eligible to enter the Contest may only provide one (1) Entry per Eligible Song to the Contest. If an individual is determined, in Real Johnson Records’ sole discretion, to have provided more than one (1) Entry for the same Eligible Song that individual’s Entries may be disqualified for that Eligible Song or all of the individual’s Entries into the Contest may be disqualified at the sole election of Real Johnson Records. Entries may not be modified after being submitted.
PRIZES

The prize for the Contest (the “Prize”) shall be determined by the Partners or Real Johnson Records and will be displayed prominently on the Contest Page before the Contest Period begins. The approximate cash value of each Prize will also be provided, or where such a value is difficult to estimate a brief description of the Prize will be provided. Prizes are non-transferable, non-refundable and cannot be sold or exchanged for cash.
DETERMINATION OF WINNER

The winner of the Contest (the “Winner”) shall be determined by the Partners in their sole discretion based on their subjective review of the Remixes submitted to the Contest. The Partners shall determine a Winner within fourteen (14) days after the Contest Period has ended. The individual whose entry is chosen as the winning entry shall be required to correctly answer a skill-testing mathematical question in order to qualify as a Winner and claim the Prize. Subject to section 10 below, the Contest shall have one Winner per Eligible Song available in the Contest, unless otherwise specified on the Contest Page.
PROVISION OF PRIZE

The Winner of the Contest shall be notified by Real Johnson Records at the contact information they submitted when entering the Contest within fourteen (14) days of Real Johnson Records being notified by the Partners of the Winner’s identity. In order to claim the Prize the Winner must, if requested, provide Real Johnson Records with:
1. a correct answer to a skill-testing mathematical question provided by Real Johnson Records;
2. proof of age and jurisdiction of residence;
3. any information reasonably necessary to allow Real Johnson Records or the Partners to provide the Winner with the Prize, including as contact and banking information;
4. signed copies of any liability releases, publicity releases or other affidavits, intellectual property assignments, declarations, or additional documents that Real Johnson Records may require.

(collectively the materials referenced in (a), (b) (c) and (d) above constitute the “Winner’s Materials”)

After receiving the Winner’s Materials, Real Johnson Records shall provide the Winner with the Prize within thirty (30) days, or if the description of the Prize on the Contest Page identified a specific date by which the Prize would be provided, by that specific date. If the Prize for a Contest includes cash, payment of that portion of the Prize may be made to the Winner to the Winner’s account on the Website through the functionality provided by the Website, or ay be paid directly by the Partner.

NOMINATION OF NEW WINNER

If more than thirty (30) days have elapsed since Real Johnson Records notified the Winner as per section 9 above and the Winner has not responded or failed to provide the Winner’s Materials, or if at any time the Winner indicates he or she does not wish to accept or is not eligible to win a Prize, their Prize may be forfeited and the Partners may determine a new Winner who may be provided the Prize through the procedures specified in this Agreement.
AVAILABILITY OF PRIZE

All Prizes are provided by the Partners. While Real Johnson Records may assist in delivering such Prizes to the Winner, Real Johnson Records makes no warranties or representations regarding the quality of a Prize or how closely the Prize delivered to You matches the description of the Prize on the Contest Page. You agree to indemnify and hold Real Johnson Records harmless from any and all costs and expenses (including but not limited to reasonable attorney’s fees and court costs), loss, claim, liability or obligations relating to a Prize, including without limitation the failure to receive a Prize as described on the Contest Page, or issues relating to the quality of a Prize.
COLLECTION AND DISSEMINATION OF PERSONAL INFORMATION

By entering the Contest you grant Real Johnson Records and Partners permission to collect certain information and material about You and Your Entry, including your Remix, Your name, Your likeness, Your contact information, and information required to open Your Real Johnson Records Website account. You also grant Real Johnson Records and the Partners permission to publicly display and make available this information and material on the Website and in any promotional materials associated with the Website or Contest (including websites of the Partners), without any compensation to You. You agree to waive any potential claim or cause of action You may have against Real Johnson Records or the Partners relating to the use or display or making available of such information or material.
TERMINATION AND MODIFICATION OF CONTEST

The Contest may be terminated or modified by Real Johnson Records at any time. If the Contest is terminated or modified, notice thereof will be displayed on the Website Contest Page. If the Contest is terminated before the end of the Contest Period:
1. no further Entries will be accepted to the Contest,
2. any Entries already submitted to the Contest will be forfeited,
3. the Sublicense shall immediately terminate and on notice of the Contest termination You shall immediately irretrievably delete any copies of the Eligible Song (including Remix Stems) including any copies of same You may have in your care or control;
4. Real Johnson Records or the Partners shall not have any further obligation to You including without limitation no obligation to award or deliver a Prize or pay any compensation of any kind whatsoever;
5. these Terms shall survive.
DISQUALIFICATION

Real Johnson Records reserves the right to disqualify any Entrant from the Contest, in its sole discretion, for any of the following reasons:
1. submitting any material to the Contest that is infected by computer viruses, bugs, bots or other AI, or engaging in any tampering, unauthorized intervention, fraud, technical failures, or any other actions which, in Real Johnson Records’ sole opinion, corrupt or affect the administration, security, fairness, integrity or proper conduct of the Website or the Contest;
2. submitting any false or misleading information to Website or the Contest;
3. submitting material to the Website or Contest that contains profanity, pornographic or sexual content, hate speech or that promotes violence;
4. failing to comply with any of Your covenants, representations or warranties under this Agreement;
5. violating the terms or conditions of these Contest Terms; or
6. taking any action that may be reasonably expected to expose Real Johnson Records or the Partners to disrepute or legal liability.

SUBLICENSE CONDITIONS

The Sublicense granted herein shall be subject to the following terms and conditions:
1. ASSIGNMENT OF COPYRIGHT TO REMIX
  
  By entering the Contest and creating a Remix You grant to the Real Johnson Records who made the Eligible Song available for the Contest, your full title and interest in Your Remix of that Eligible Song, including but not limited to, copyright and all rights of renewal thereof, for all media, whether now known or hereafter devised, throughout the universe, in all languages, and in perpetuity, all to vest to the Partner (and Real Johnson Records, if applicable) immediately after creation of the Remix and all to be exercised by the Partner (and Real Johnson Records, if applicable) as it may choose without restriction and without obligation to make any use thereof whatsoever, and You authorize the Partner’s (and Real Johnson Records’, if applicable) designees and licensees to similarly exercise such rights. For greater certainty, without limiting the generality of the foregoing, you grant these rights regardless of whether Your Entry is chosen as a winner of the Contest.
2. ASSIGNMENT OF NEIGHBOURING RIGHTS TO REMIX
  
  By entering the Contest and creating a Remix. You irrevocably and unconditionally license, grant and assign to the Real Johnson Records who made that Eligible Song available for the Contest, in perpetuity, any and all lending, rental and other secondary use or neighboring rights relating to Your Remix of that Eligible Song, including retransmission rights, which You may now have or will hereafter acquire with respect to the rights granted to the Partner (and Real Johnson Records if applicable) hereunder, without restriction and without obligation to make any use thereof whatsoever, and You authorize the Partner’s (and Real Johnson Records’, if applicable) designees and licensees to similarly exercise such rights. For greater certainty, without limiting the generality of the foregoing, You grant these rights regardless of whether Your Entry is chosen as a winner of the Contest.

WAIVER OF MORAL RIGHTS IN REMIX

By entering the Contest and creating a Remix You hereby irrevocably agree to waive any and all moral rights in the Remix You created, and any portions thereof, as such rights may presently or in the future exist, by legislative enactment or otherwise at law or in equity and hereby represent and warrant that You will irrevocably waive Your moral rights therein. You agree not to institute, support, maintain or authorize any action or lawsuit on the grounds that any exercise of the rights granted and assigned to the Partners (and Real Johnson Records if applicable) hereunder constitute any infringement of any moral right in the Remix. For greater certainty, without limiting the generality of the foregoing, you waive these rights regardless of whether your Entry is chosen as a winner of the Contest.
OWNERSHIP OF MATERIALS ADDED TO THE REMIX

By entering the Contest and creating a Remix you represent and warrant that You own all the intellectual property rights associated with any new materials added to the Eligible Song during the creation of the Remix, or that you are irrevocably authorized to use such intellectual property in connection with the Contest and grant to Real Johnson Records and Partners the rights granted hereunder without further consideration to any third parties, including that you own or are authorized to use the copyright, all neighbouring rights, and all moral rights therefore, and agree to indemnify and hold Real Johnson Records and any Partners harmless from any and all costs and expenses (including but not limited to reasonable attorney’s fees), loss, claim, liability or obligations arising out of any breach by You of the representations, warranties and covenants made herein.
DISSEMINATION OF REMIXES

By entering the Contest and creating a Remix You agree not to share, transmit, make publicly available or in any way disseminate the Remix to any party other than Real Johnson Records or the Partners, or the platforms listed in the Contest Page. For greater certainty, without limiting the generality of the foregoing, You agree not to upload Remixes to any website or social media platform, such as SoundCloud, Band Camp, YouTube, Facebook, or Twitter unless such platforms are listed on the Contest Page.

CONSENT TO RECEIPT OF COMMUNICATIONS

By entering a Contest You consent to receiving communications from Real Johnson Records and/or the Partners relating to the Contest, including information about Your Entry, information about the Contest, Prize details, and notices about other upcoming contests.
LIMITATION OF LIABILITY FOR HANDLING OF ENTRY

You agree to hold Real Johnson Records harmless from any claim relating to the failure to transmit or receive an Entry to the Contest, or any distortion, corruption or other damage to your Entry due to any cause, including technical issues related to the submission process.
LIMITATION OF LIABILITY/INDEMNIFICATION

You hereby agree not to sue and irrevocably and unconditionally release, and forever discharge Real Johnson Records, the Partners and their past, present and future parents, subsidiaries (whether or not wholly-owned), affiliates, divisions, agents, representatives, employees, successors and assigns, from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which You (or Your assigns, agents and/or representatives) ever had, now have, or in the future may have against them, including, but not limited to claims arising out of or related to Your participation in the Contest, including without limitation, any claims, demands and causes of action for invasion of privacy, false light privacy or violation of the right of publicity, defamation, infliction of emotional distress and any other tort in connection therewith (including, without limitation, any claims relating to or arising from any transportation by Real Johnson Records and/or the Partners hereunder), any exploitation of Your Remix of that Eligible Song by Real Johnson Records, Partners and the licensees and designees of Real Johnson Records and Partners, and any costs and expenses (including, without limitation, attorneys’ fees, court costs, settlement and disbursements), and you hereby waive the right to seek injunctive or other equitable relief against Real Johnson Records or the Partners for any such matter. You agree that you shall indemnify and hold harmless Real Johnson Records and the Partners from any loss or damage (including attorneys’ fees and costs) incurred by them in connection with any claim or lawsuit brought in connection with the matters released and discharged, or with any breach of Your representations, warranties and agreements in this Agreement.
NO-WARRANTY

The Website is provided subject to Real Johnson Records’ terms of service governing same, including without limitation Real Johnson Records making no warranties or representations regarding the Website, the services offered through the website, Website availability or non-interruption, or the Website services being fit for a particular use or purpose and Real Johnson Records disclaims all such warranties.
LEGAL ADVICE

By entering into this Agreement you represent and declare that you have carefully read this Agreement and know the contents hereof, you have had the opportunity to obtain legal advice regarding the same, and that You enter the Contest freely and voluntarily.
ENTIRE AGREEMENT

This Agreement and the Website materials referenced herein constitutes the entire agreement between You and Real Johnson Records regarding the subject matter thereof and supersedes any other written or oral agreements or understandings regarding these matters.
JURISDICTION AND ARBITRATION

This Agreement shall be construed and interpreted in accordance with the laws of the state of Tennessee and the federal laws of United States, as applicable, without giving effect to any choice of law or conflict of law rules or provisions that may cause the application of the laws of any other jurisdiction. You agree, for the benefit of Real Johnson Records and Partners, to submit any dispute arising hereunder to binding arbitration in accordance with the rules established pursuant to the rules of the American Arbitration Association then effective, and any and all claims, judgments and awards by You or in Your favour shall be limited to actual out-of-pocket costs incurred by Entrant with regard to this Contest, but in no event attorneys' fees, punitive, incidental, consequential or other damages. For greater certainty, without limiting the generality of the foregoing, nothing hereunder shall affect Real Johnson Records’ right to apply for injunctive relief against You in a court of competent jurisdiction.
SEVERABILITY

If, in any jurisdiction, any provision of this Agreement or its application to any party to it is restricted, prohibited, found unenforceable by a court of law, or otherwise restricted in scope in any fashion for any reason, such provision is, as to such jurisdiction, ineffective only to the extent of such restriction, prohibition or unenforceability without affecting the remaining provisions of this Agreement and without affecting the validity or enforceability of such a provision in any other jurisdiction or its application to other parties to this Agreement or other circumstances.
ASSIGNMENT

Except as otherwise provided herein You may not assign or transfer any rights or obligations hereunder without prior consent of Real Johnson Records. Real Johnson Records may freely license or assign its rights hereunder to Partner or otherwise, and Partner may similarly freely license or assign its rights acquired hereunder.
WORDING

In these Terms words importing the singular shall include the plural and vice versa, and words importing a gender shall include all genders.
HEADINGS

The headings in these Terms are for convenience only and shall not affect the Terms’ construction or interpretation.