The Murs “Everything is Presidential” Remix Contest

The Murs “Everything is Everything” Remix Contest (the “Contest”) is intended for participation only in the United States and shall be construed according to, and governed exclusively by, United States law. Do not participate in the Contest if you are not a legal resident of the United States physically located in the United States at the time of entry, or do not fall within the eligibility requirements set forth in the Official Rules below.

The Murs “Everything is Presidential” Remix Contest

OFFICIAL RULES

NO PURCHASE NECESSARY

PROMOTION DESCRIPTION: The Murs “Everything is Presidential” Remix Contest (the “Contest”) begins at 12:00 a.m. Eastern Time (“ET”) on February 16, 2008 and ends at 11:59 p.m. ET on March 29, 2008 (the “Contest Period”). The Contest provides entrants with the opportunity to create their own original beats (each, a "Beat") to the provided a capella recording of Murs’ “Everything” (“a capella”) available on the “Website” and to submit the Beat for consideration. Eligible submissions will be judged, as more fully set forth below. By participating in the Contest, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of FLO Holdings, LLC, 21731 Ventura Blvd, Ste 300, Woodland Hills, CA 91364, (“Sponsor”), which shall be final and binding in all respects.

ELIGIBILITY: The Contest is open only to legal residents of United States and the District of Columbia who are 18 years of age or older at time of entry. Void where prohibited by law. Sponsor, Warner Bros. Records, and each of their parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies and each of their respective officers, directors and employees (collectively, the “Promotion Entities”), are ineligible to enter the Contest or win a prize. Furthermore, you may not participate in this Contest if you are under contract with (i) any record company, (ii) any major publishing company, or (iii) any company which might interfere with your ability to perform for the Contest Sponsor, as determined by the Sponsor in their sole and absolute discretion.

HOW TO ENTER: To enter, visit the web site www.loud.com (the “Website”), and register to participate in the Contest. After completing registration, follow the online instructions to download the a capella and to upload and submit your Beat matching the a capella directly to the Website. Each Beat that is entered into the Contest must meet the following “Beat Requirements” (any Beat that, in Sponsor's sole and absolute discretion, violates the following criteria will be disqualified):

(a) the Beat / a capella combination must be between :30 seconds and 4 minutes in length

(b) the Beat / a capella combination must be the submitting entrant’s original, previously unpublished work and not contain any third party copyrighted material; and
(c) The Beat / a capella combination must be received by the end of the Contest Period.
No substitutions of new versions of submissions will be accepted under any circumstances once the Beat is submitted for consideration into the Contest. Any Beat that is considered by Sponsor in its sole and absolute discretion to be violative of the rights of any third party or otherwise objectionable, in whole or in part, will be disqualified and will not be eligible for entry. The Website's database clock will be the official time keeper for online entries in this Contest. Except as otherwise stated in these Official Rules, personal information collected in connection with this Contest will be used in accordance with the privacy policy found on the Website and with the consent given by an entrant at the time of entry. Any communication or information transmitted to Sponsor and/or the Website by electronic mail or otherwise is and will be treated as non-confidential and nonproprietary. Proof of submission is not considered proof of delivery to or receipt of such entry. Furthermore, Sponsor shall have no liability for any Beat that is lost, intercepted or not received by the Sponsor. By entering the Contest, each entrant acknowledges and agrees that: (a) Sponsor is granting entrants a limited, non-exclusive license to use the a capella in connection with, and solely as a part of, the Contest, (b) entrants shall have no right, title or interest in the a capella, and (c) any use of the a capella other than as permitted by these Official Rules may constitute copyright infringement.

WINNER SELECTION:

At the conclusion of the Contest Period, and assuming a sufficient number of eligible Beats are received, representatives of the Sponsor (the "Judges") will review the eligible Beats and select the Grand Prize winning Beat from all eligible Beats using the following equally weighted judging criteria: originality; creativity; and cohesion with a capella. Winner will be announced on or about April 13, 2008 by Sponsor, whose decision will be final and binding and not subject to challenge or appeal on eligibility determinations and all other matters relating to this Contest. Winner selection will be subject to Sponsor’s verification of the winner's eligibility. Potential winner will be notified by telephone, email and/or regular mail using contact information provided at the time of entry. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by the potential winner for any reason. If any potential winner does not respond within the time required by Sponsor, or if any winner notification is returned as unclaimed or undeliverable to a potential winner, such potential winner will forfeit his/her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he/she has not complied with these Official Rules or declines the prize for any reason, such potential winner will be disqualified and the prize may be awarded to an alternate winner.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each person who enters this Contest represents and warrants as follows: (i) the Beat is the entrant’s own original, previously unpublished, and previously unproduced work; (ii) the Beat does not contain any computer virus, is otherwise uncorrupted, and is wholly original; (iii) entrant is not a party to or otherwise subject to any agreement with a third party for his or her recording services, the term of which is currently in effect or as to which entrant remains obligated to perform for the making of recordings; (iv) entrant is not a party to any agreement, whether written or oral, with any other person or entity which is inconsistent with or which will interfere with entrant's performance of his or her obligations hereunder or with the rights purported to be granted to Sponsor; and (v) the Beat does not and will not violate any applicable laws, and as of the date of submission, is not the subject of any actual or threatened litigation or claim. Each entrant hereby agrees to indemnify and hold the Promotion 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.

GRANT OF RIGHTS: Each entrant into the Contest hereby irrevocably grants, transfers, sells, assigns and conveys to the Sponsor, their successors and assigns, all present and future right, title and interest of every kind and nature whatsoever, including, without limitation, all copyrights, and all rights incidental, subsidiary, ancillary or allied thereto (including, without limitation, all derivative rights) in and to the Beat for exploitation throughout the universe, in perpetuity, by means of any and all media and devices whether now known or hereafter devised. Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the Beat for any purpose which Sponsor deems necessary or desirable, and each entrant irrevocably waives any and all so-called moral rights they may have therein. Each entrant hereby acknowledges that such entrant does not reserve any rights in or to the Beat.

PUBLICITY RELEASE: By participating in the Contest, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Contest, each entrant irrevocably grants the Promotion Entities and their respective successors, assigns and licensees, the right to use such entrant’s name, likeness, biographical information and Beat, and any individual(s) participating therein, in any and all media for any purpose, including without limitation, any advertising and promotional purposes, and hereby release the Promotion Entities from any liability with respect thereto.

PRIZE:

One (1) Grand Prize is available. The Grand Prize consists of a phone call from Murs, a $50 (USD) gift code for use with the Murs online store, addition of the winner’s MySpace profile to Murs’ “Top Friends”, two (2) tickets to one show for the 2009 Paid Dues concert tour, and one (1) blue Murs Zune® MP3 player. The Grand Prize does not include travel or accommodations for the Paid Dues concert tour. If Grand Prize winner is unable to attend the Paid Dues concert event for reasons including but not limited to scheduling conflicts, cancellations, postponement, an event of “force majeure,” or for any other reason, the Sponsor reserves the right to award the remainder of the Grand Prize with no further obligation to the winner. The approximate retail value (“ARV”) of the Grand Prize is $400 (USD).

One (1) First Prize is available. The First Prize consists of a $25 (USD) gift code for use with the Murs online store, addition of the winner’s MySpace profile to Murs’ “Top Friends”, and a blue Murs Zune® MP3 player. The approximate retail value (“ARV”) of the First Prize is $175 (USD).

One (1) Second Prize is available. The Second Prize consists of a $25 (USD) gift code for use with the Murs online store, and addition of the winner’s MySpace profile to Murs’ “Top Friends”. The approximate retail value (“ARV”) of the Second Prize is $25 (USD).

Excepting anything above to the contrary, no cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize of comparable value if a prize listed is unavailable, in whole or in part, for any reason. All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. The prizes are nonassignable and nontransferable.

GENERAL PRIZE CONDITIONS: The prize winner shall be solely responsible for any federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the applicable prize. The Grand Prize winner must execute an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release (collectively, “Prize Claim Documents”). If the Grand Prize winner fails or refuses to sign and return all Prize Claim Documents within seven (7) days of prize notification (or a shorter time if required by exigencies), the winner may be disqualified and an alternate winner may be selected.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: Entrants agree that the Promotion Entities (a) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Contest or any Contest-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of the prize, and (b) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant’s computer system which is occasioned by accessing the Website or participating in the Contest, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Contest or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Contest, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. In the event less than ten (10) eligible Beats are received or Sponsor is prevented from awarding the prize or continuing with the Contest as contemplated herein by any event beyond its control, Sponsor shall have the right to modify, suspend, or terminate the Contest. If the Contest is terminated for any reason before the designated end date, Sponsor will (if possible) select the winner from all eligible, non-suspect submissions received as of the date of the event giving rise to the termination. The invalidity or unenforceability of any provision of these 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 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.

NATURE OF RELATIONSHIP/WAIVER OF EQUITABLE RELIEF: Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Promotion Entities is not a confidential, fiduciary, or other special relationship, and that the entrant’s decision to provide the entrant’s Beat to Sponsor for purposes of the Contest does not place the Promotion 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 Beat. Each entrant understands and acknowledges that the Promotion Entities have wide access to ideas, music and lyrics and that new ideas are constantly being submitted to it or being developed by its own employees. Each entrant also acknowledges that many ideas or lyrics may be competitive with, similar or identical to the Beat and/or each other in theme, idea, plot, format or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of any Promotion Entity’s use of any such similar or identical material. Each entrant acknowledges and agrees that the Promotion Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Beat.

NO OBLIGATION TO USE: Sponsor shall have no obligation (express or implied) to use any Beat, or to otherwise exploit any Beat or, if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of any Beat for any reason, with or without legal justification or excuse, and contestants shall not be entitled to any damages or other relief by reason thereof.

FURTHER DOCUMENTATION: If Sponsor shall desire to secure additional assignments, certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of these Official Rules, then each entrant agrees to sign the same upon Sponsor’s request therefor.

DATES & DEADLINES/ANTICIPATED NUMBER OF CONTESTANTS: Because of the unique nature and scope of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest. Sponsor cannot accurately predict the number of entrants who will participate in the Contest.

WINNERS LIST/OFFICIAL RULES: To obtain a copy of any legally-required winner's list, send a self-addressed stamped envelope to The Murs “Everything is Presidential” Contest Winner, SRC, 1755 Broadway, 7th Floor New York, NY 10019. All such requests must be received by February 28, 2008.