Not So
Silent Night Battle of the Bands Contest

Official Rules

1.
Eligibility: The Not So Silent Night Battle of the Bands
Contest (the “Contest”) is open only to legal residents of fifty (50) United
States or the District of Columbia who are eighteen (18) years of age or
older. Employees of imeem, Inc. or other
companies associated with the promotion of the Contest, as well as the
immediate family (spouse, parents, siblings, and children) and household
members of each such employee are not eligible.
The Contest is subject to federal, state, and local laws and regulations
and is void where prohibited.

2.
Sponsor: The Contest is sponsored by imeem, Inc., 650
4th Street, Box 155, San Francisco, CA 94107 (the “Sponsor”).

3.
Agreement to Official Rules: Participation in the Contest constitutes
entrant’s full and unconditional agreement to and acceptance of these Official
Rules and the decisions of the Sponsor, which are final and binding. Winning a prize is contingent upon fulfilling
all requirements set forth herein.

4.
Entry Period: The Contest begins on November 15, 2007 at 12:00am
PT and ends on November 18, 2007 at 12:00pm PT (the “Entry Period”). Entries that are submitted before or after
the Entry Period will be disqualified.

5.
Create an
Entry: You must be registered with imeem.com. If you are not already registered, visit
imeem.com to register for free. To
enter, you must create an original song.
The sound recording and the composition included therein must be your
own creation. You must upload your finished song to the music section on the Live
105 group page located at (http://live105.imeem.com) (“the Website”). Your submission will constitute one (1)
Entry. The Entry must meet each of the
following requirements:

a.
Must be your own music.
The tracks must be uploaded to the music section of the group page,
located at (http://live105.imeem.com/)
(“The Website”) in order to be considered as an entry.

b.
The Entry may not contain any trademarks, logos, or
copyrighted elements other than elements owned by the entrant. Any elements that appear in the Entry,
including without limitation, images, music, audio, speech, or other audiovisual
materials used must be entirely original, created and performed by the entrant,
or be in the public domain. Use of any
elements that are not original or in the public domain will result in
disqualification of the Entry, in the Sponsor’s sole discretion.

c.
The Entry may not be obscene or indecent, it must not
contain defamatory statements, it must not include threats to any person,
place, business, or group, and it must not invade privacy rights or any other
rights of any person, business, or group.

6.
Submit your
Entry: Once you have created
an Entry that meets each of the requirements set forth above, visit the Website,
fill out the required information, and follow the instructions to submit your
Entry. There is a limit of one (1)
submission per person. Entries may not
be submitted by a group of more than one (1) person.

7.
Entrant’s Warranties and Representations: By submitting an Entry, each entrant warrants
and represents that the Entry (a) is original to the entrant, (b) does not
infringe the intellectual property, privacy, publicity, or any other rights of
any third party, (c) does not violate any law or regulation, (d) has not
previously been entered in any other contest, and (e) has not been previously
published in any medium. Moreover, the
Entrant warrants and represents that he/she owns all rights to his/her Entry
and is able to grant the rights to the Sponsor described in the “Sponsor’s
Rights to Entries” section below.

8.
Sponsor’s
Rights to Entries: By
submitting a Entry, each entrant:

a.
Irrevocably grants to the Sponsor, its agents, licensees,
and assigns the unconditional and perpetual right and permission to copyright,
reproduce, encode, store, copy, transmit, publish, post, broadcast, display,
publicly perform, adapt, modify, create derivative works of, exhibit, and
otherwise use the Entry (with or without using the entrant’s name) in any media
throughout the world for any purpose, without limitation, and without
additional review, compensation, or approval from the entrant or any other
party.

b.
Forever waives any rights of copyrights, trademark
rights, privacy rights, and any other legal or moral rights that may preclude
the Sponsor’s use of the entrant’s Entry, or require the entrant’s permission
for the Sponsor to use the Entry.

c.
Agrees not to instigate, support, maintain, or authorize
any action, claim, or lawsuit against the Sponsor on the grounds that any use
of the Entry, or any derivative works, infringes any of the entrant’s rights as
creator of the Entry, including, without limitation, copyrights, trademark
rights, and moral rights.

9.
Selection of Winner: On or about November 18, 2007, Aaron Axelsen
will select the top twenty (20) Entries on the basis of their performance. The decisions of Mr. Axelsen are final. After
the top submissions are chosen, they will be placed into a voting widget in
order for users to vote on their favorite song.
From November 18, 2007 through December 1, 2007 users will be able to
vote on which band has the best song. On
December 1, 2007 the votes will be tallied and the top five (5) bands will be
chosen out of the finalists based on how many votes they have received. The odds of winning depend on the relative
performance of all entrants and the number of eligible entries received. On
December 3, 2007 to top five (5) bands will have a live, “Battle of the Bands”
at Café Du Nord in San Francisco, CA.
The winning band will be chosen at this performance based on a panel of
Judges from Live 105. Their performance
will be judged by quality, creativity, and crowd appreciation. The Sponsor will notify the potential winner immediately.

10.
Requirements of a Potential Winner: Except
where prohibited, a potential winner will be required to sign and return an
affidavit of eligibility, a liability/publicity release. In addition, a potential winner may be
required to sign a release in which he/she irrevocably assigns and transfers to
the Sponsor any and all rights, title and interest in Entry, including, without
limitation, all copyrights and trademark rights, and waives all moral rights in
the Entry. Documents must be signed,
notarized, and returned to the Sponsor within 7 days of being notified. If a potential winner is a minor, his/her
parent or legal guardian must sign the required documents on the entrant’s
behalf. If a potential winner fails to
sign and return the required documents within the required time period or is
otherwise ineligible to receive the prize, an alternate entrant may be selected
in his/her place according to the selection procedures set forth above.

11.
Prize: One thirty (30)
minute set at the beginning of Live 105’s Not So Silent Night Holiday concert
on December 7, 2007 at Bill Graham Auditorium.
Any prize details not specified above will be determined by the Sponsor
in its sole discretion. Prizes are not
transferable or refundable and must be accepted as awarded. No cash or other substitution may be made,
except by the Sponsor, who reserves the right to substitute a prize (or
component thereof) with another prize (or component thereof) of equal or
greater value if the prize is not available for any reason as determined by the
Sponsor in its sole discretion. The
winner is responsible for any and all other costs and expenses not listed above. Prizes may be reported as income to a winner
and the winner will be responsible for all taxes associated with the receipt of
a prize.

12.
Privacy and Publicity: All
information submitted by entrants in the Contest will be treated according to
the imeem Privacy Policy. Except
where prohibited, participation in the Contest constitutes an entrant’s consent
to the Sponsor’s use of his/her name, likeness, voice, opinions, biographical
information, and state of residence for promotional purposes in any media
without further payment or consideration.

13.
General Conditions: In the event that the operation, security, or
administration of the Contest is impaired in any way for any reason, including,
but not limited to fraud, virus, or other technical problem, the Sponsor may,
in its sole discretion, either (a) suspend the Contest to address the
impairment and then resume the Contest in a manner that best conforms to the
spirit of these Official Rules or (b) award the prizes at random from among the
eligible entries received up to the time of the impairment. The Sponsor reserves the right in its sole
discretion to disqualify any individual it finds to be tampering with the entry
process or the operation of the Contest or to be acting in violation of these
Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to undermine the
legitimate operation of the Contest may be a violation of criminal and civil
law, and, should such an attempt be made, the Sponsor reserves the right to
seek damages from any such person to the fullest extent permitted by law. Failure by the Sponsor to enforce any
provision of these Official Rules shall not constitute a waiver of that
provision. In the event of a dispute as
to any online entry, the authorized account holder of the e-mail address used
to enter will be deemed to be the participant.
The “authorized account holder” is the natural person who is assigned to
an e-mail address by an Internet access provider, online service provider, or
other organization responsible for assigning e-mail addresses for the domain
associated with the submitted e-mail address.

14.
Release and Limitations of Liability: By participating in the Contest, entrants
agree to release and hold harmless the Sponsor, its officers, directors,
employees, and agents (the “Released Parties”) from and against any claim or
cause of action arising out of participation in the Contest or receipt or use
of any prize, including, but not limited to: (a) any technical errors that may
prevent an entrant from submitting an entry; (b) unauthorized human
intervention in the Contest; (c) printing errors; (d) lost, late, postage-due,
misdirected, or undeliverable mail; (e) errors in the administration of the
Contest or the processing of entries; or (f) injury, death, or damage to
persons or property which may be caused, directly or indirectly, in whole or in
part, from entrant’s participation in the Contest or receipt of any prize. Entrant further agrees that in any cause of
action, the Released Parties’ liability will be limited to the
cost of entering and participating in the Contest, and in
no event shall the Released Parties be liable for attorney’s
fees. Entrant waives the right to claim
any damages whatsoever, including, but not limited to, punitive, consequential,
direct, or indirect damages.

15.
Disputes: Except where prohibited, entrant agrees that
any and all disputes, claims and causes of action arising out of, or connected
with, the Contest or any prize awarded shall be resolved individually, without
resort to any form of class action, and exclusively by the appropriate court
located in the State of California. All
issues and questions concerning the construction, validity, interpretation and
enforceability of these Official Rules, entrant’s rights and obligations, or
the rights and obligations of the Sponsor in connection with the Contest, shall
be governed by, and construed in accordance with, the laws of the State of
California, without giving effect to any choice of law or conflict of law rules
(whether of the State of California or any other jurisdiction), which would
cause the application of the laws of any jurisdiction other than the State of
California.

16.
Contest Results: To request a winners list, send a
self-addressed, stamped envelope to Not So Silent Night Battle of the Bands Contest
Winners List, imeem, Inc., 650 4th Street, Box 155, San Francisco,
CA 94107. Requests must be received
within four (4) weeks of the end of the Entry Period.