PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.  BY SIGNING BELOW YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BY THE OFFICIAL RULES OF VH1’s "Air to the Throne" Contest.

The undersigned ("you(r)")  hereby submits for entry in the Contest entitled VH1’s Air to the Throne" (the "Contest") produced by MTV Networks, a division of Viacom International Inc. ("MTVN", "us" or "we") an original video performance entry (the "Video Performance Entry") for consideration. In addition to the Video Performance Entry, you may also submit certain personal information and/or elements, including but not limited to your name(s), trademarks, tradenames, likenesses, photographs, biographical materials and all other graphic and/or textual material to MTVN (collectively, the "Personal Materials" and together with the Video Performance Entry, the "Materials").

You hereby grant to MTVN the non-exclusive, irrevocable right and license to exhibit, broadcast, copy, reproduce, encode, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivative works of, and distribute and synchronize in timed relation to visual elements, the Materials and/or any portions or excerpts thereof, in any manner, an unlimited number of times, in any and all media, now known or hereafter devised, throughout the world, in perpetuity. You further agree, that in the event that you are selected as a Semi Finalist, Grand Prize Winner, First Prize Winner, or Second Prize Winner of the Contest, you shall hereby assign to MTVN in perpetuity all right, title and interest in and to the Video Performance Entry, including but not limited to all copyrights thereof (and all renewals and extensions thereof).

MTVN may use the Materials to advertise, promote and publicize MTVN, any of the MTVN's worldwide programming services and/or the Contest in all media throughout the universe and may authorize others to do so; such advertising, promotion and publicity may include portions and excerpts, in addition to cut-in, synchronized, dubbed and superimposed versions of the Materials. MTVN may use and authorize others to use my name, voice and likeness as well of those of artists who rendered services in connection with the Video Performance Entry in any media for the purposes of advertising, promoting or publicizing the use by MTVN of the Video Performance Entry and/or any of MTVN's programming services.

You warrant and represent that: (i) you are legally able to work in the United States (ii) you are free to enter into and fully perform all of my obligations hereunder and that you have secured all consents necessary to enter into this Agreement; (iii) the Video Performance Entry is an original work created by you and does not and will not violate any law, statute, ordinance or regulation, (iv) the rights granted herein will not infringe on any rights or interests of any third party; (v) no additional consent from any parties regarding any elements contained in the Materials will be required for MTVN to exercise the rights granted to it herein; (vi) you have secure all rights and clearances necessary for MTVN to exploit the Video Performance Entry in connection with the Contest; (vii) the Materials are not and will not be defamatory, trade libelous, pornographic or obscene; (viii) you are not under any third party agreement with a record label (major or independent), production company, publishing company or any other third party which might interfere with your participation in this Contest and/or receipt of the prize awarded.(ix) you have read and hereby agree to the terms set forth in the Official Rules of VH1’s "Air to the Throne" Contest.

 
MTVN, our successors, assignees and licensees, shall have the right, but not the obligation, to use the Materials and the results and proceeds of the services provided under this agreement, all Materials provided under this Agreement, and your name, voice, likeness and biography in connection with the Contest and ancillary uses thereof, in all media in perpetuity throughout the universe, including advertising and promoting the Contest and the programming services of MTVN.

You understand that any physical materials submitted will be retained by MTVN and will not be returned to you.

You shall defend, indemnify and hold MTVN harmless from and against any and all claims, demands, losses, damages or other payments, including, without limitation, reasonable attorney fees, arising out of any breach or alleged breach of any of my warranties or representations herein.