Now United

XIX

Online Audition Video Submission Terms & Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (these “Terms and Conditions”) CAREFULLY BEFORE MAKING A SUBMISSION IN THIS ONLINE AUDITION.  If you cannot comply with or do not agree with ALL of these Terms and Conditions, please do not make a submission.  By making a submission, you are deemed to have read, accepted and agreed to be bound by ALL of these Terms and Conditions.  

  1. GENERAL: We conduct this online audition in connection with an untitled pop music project (the “Project”).  To participate in this online audition, you must meet the eligibility requirements in Section 2 below and comply with the audition video submission requirements in Section 3 below.  We will screen audition videos submitted by eligible participants, and candidates who pass the initial screening may be invited to one or more in-person auditions at our sole and absolute discretion.  Candidates selected for advancing further in the audition process will be required to fulfill additional requirements, including, without limitation, signing releases and other documents as we may require, and successfully passing a background and/or personal records check.

We reserve the right to: (i) exclude and/or disqualify, in our sole and absolute discretion, any individual from the audition process for any reason or for no reason at all, including without limitation, violation of any of these Terms and Conditions, or tampering with the submission process or the audition process; (ii) cancel, terminate and/or suspend this online audition at any time and for any reason (or no reason at all) in our sole and absolute discretion; and (iii) modify these Terms and Conditions and/or the audition process at any time, with or without notice.  

YOUR PARTICIPATION IN THIS ONLINE AUDITION DOES NOT GIVE RISE TO ANY CONFIDENTIAL, FIDUCIARY, EMPLOYMENT, IMPLIED-IN-FACT, IMPLIED-IN-LAW, OR OTHER SPECIAL RELATIONSHIP BETWEEN YOU AND US.  THESE TERMS AND CONDITIONS ARE NEITHER AN EMPLOYMENT CONTRACT NOR AN APPLICATION OR OFFER FOR EMPLOYMENT.  

THERE IS NO PRIZE OR COMPENSATION OF ANY KIND, WHETHER MONETARY OR OTHERWISE, FOR PARTICIPATION IN THIS ONLINE AUDITION.  BEING CHOSEN TO AUDITION AT ANY LEVEL IN THE PROCESS DOES NOT MEAN THAT YOU WILL BE SELECTED TO FURTHER AUDITION OR TO PARTICIPATE IN THE PROJECT.  WE MAKE NO PROMISE, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE OUTCOME OF YOUR PARTICIPATION IN THIS ONLINE AUDITION.  IF YOU CHOOSE TO PARTICIPATE IN THIS ONLINE AUDITION, YOU DO SO ENTIRELY OF YOUR OWN VOLITION AND WITHOUT ANY PROMISE, REPRESENTATION, WARRANTY, OR OTHER INDUCEMENT BY US, WHETHER EXPRESS OR IMPLIED.  AUDITION VIDEOS ARE NOT RETURNABLE AND MAY BE PERMANENTLY RETAINED BY US FOR INTERNAL USE AND ARCHIVAL PURPOSES.

By participating in this online audition, you hereby: (i) agree that we and our licensees, successors and assigns shall have no liability whatsoever for, and shall be held harmless by you against any liability for any injuries, losses or damages of any kind to person(s) (including death) or property resulting in whole or in part, directly or indirectly, as a result of your participating in this Online Audition or any related activity; (ii) release us and each of our licensees, successors and assigns from all liability, claims, action, or proceedings relating to this online audition and from injuries or damages arising in connection with or relating to your participation in this online audition; and (iii) waive any right to claim ambiguity in this online audition or these Terms and Conditions.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS ONLINE AUDITION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE PRODUCER ENTITIES RESERVE THE RIGHT TO SEEK DAMAGES TO THE FULLEST EXTENT OF THE LAW.

  1. ELIGIBILITY: To participate in this online audition, you must meet ALL of the following eligibility requirements:

(i) You must be 15 to 19 years old at the time your Audition Video is made.

(ii) You must be a citizen or legal resident of one of the following countries: Brazil, India, Japan, Mexico, Senegal, and South Korea.

(iii) You must be able to lawfully travel to and within the United States of America or other destination indicated by us, should you be selected for an in-person audition.  You may be asked to show proof of your ability to travel (such as a valid passport or government-issued photo ID).

(iv) You do not have any of the following agreements currently in effect (written or oral):

  • a music recording contract;
  • an agreement relating to the use of your name, voice and/or likeness, including, without limitation, an endorsement or merchandising contract;
  • an exclusive acting or performer contract;
  • a talent representation or management contract;
  • any other contractual arrangement that, in our sole discretion, would prohibit or restrain you from participating in the Project and/or entering into any contract required by us.

  

(v) You are not a current member of any artist guild, union or similar trade organization, including, without limitation, SAG AFTRA, AF of M, etc.

(vi) Neither you nor any of your immediate family members or members of your household (whether or not related to you) is a current employee, director, officer, independent contractor, agent or representative of any of the following entities: XIX Entertainment LP; XIX Management Limited; XIX United LLC.

In addition, we reserve the right to exclude and/or disqualify anyone (including you) whose participation in this online audition, in our sole determination, could create the appearance of impropriety.

IMPORTANT NOTE: If you are not yet of the age of majority or capacity to contract in your country or state of residence (a “Minor”), you must have a parent or legal guardian register and submit your audition video on your behalf, and all your representations, warranties, agreements and undertakings set forth in these Terms and Conditions are deemed to have been made by your parent/legal guardian on your behalf.  Your parent/legal guardian must be able to show proof that s/he is your parent/legal guardian. Also, both you and your parent/legal guardian must sign all documents as we may require and must cooperate in having the documents court-approved, if so requested by us.  In addition, if you are selected for an in-person audition, your parent/legal guardian must accompany you to such in-person audition.

  1. SUBMISSION REQUIREMENTS: To participate in this online audition, you must comply with ALL of the following audio video submission requirements:

(i) You must submit your audition video online at www.nowunited.com (the “Online Audition Website”) between 12:00 a.m. PT (Pacific Time) on November 20, 2016 and 11:59 p.m. PT (Pacific Time) on June 30, 2017 (the “Submission Period”).  Audition videos will NOT be accepted after 11:59 p.m. PT (Pacific Time) on June 30, 2017.  “PT” or “Pacific Time” refers to that observed in the United States of America.  It is entirely your responsibility to observe time zone differences.

(ii) To submit an audition video, you must register and complete the information sheet on the Online Audition Website by providing your name, age, citizenship, contact information, and general background.  By registering, you represent and warrant that all personal information submitted to us is your own information and is truthful and accurate.  NOTE: If you are a Minor, your parent/legal guardian must register and submit your audio video on your behalf.

(iii) On the Online Audition Website, you must follow the on-screen instructions to upload your audition video.  Also, before submitting your video you will be asked to accept these Terms and Conditions by affirmatively checking a consent box.  Your submission is not complete until your video has been successfully uploaded, you have affirmatively accepted these Terms and Conditions, and you have received an on-screen message indicating that your submission is complete.

(iv) Your audition video must not exceed 90 seconds.  In the first 15 seconds of the video, you should briefly introduce yourself by stating your name and age, where you are from, how many years you have been a dancer or singer, and any interesting facts about you that you would like us to know.  The rest of your audition video should showcase you singing and/or dancing on camera.

NOTE: You must perform live on camera and not lip-sync or pretend to sing.  Your performance may be a cappella or with your own musical accompaniment (e.g., you playing a guitar or piano, etc.).  Your performance must not be accompanied by a backing track and must not contain any post-production voice effects or enhancements or be digitally enhanced or distorted.

(v) You must appear alone in your audition video, and no other person should be shown in the video.

(vi) Your audition video must not contain material (including language) that is sexually explicit, obscene, pornographic, violent (e.g., relating to murder, the sales of weapons, cruelty, abuse, etc.), discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), illegal (e.g., underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane, derogatory, or harassing.

(vii) Your audition video must not contain any third-party material which you do not have permission or a legal right to use, including, without limitation: any third-party trademark, logo, product image, location (if recognizable), or commercial signage; any third-party photograph, artwork, painting, sculpture, text, music, film, television or video content; or the image, voice, depiction, performance or identity of anyone other than yourself.

(viii) Your audition video must be made either during the Submission Period, or no more than 30 days prior to the start date of the Submission Period.

(ix) Your audition video has not previously been published or shown publicly (e.g., on any video-sharing or social media website), and will not be published or shown publicly by you or on your behalf for a period of 18 months following submission.

(x) Your audition video must meet the format requirements as specified on the submission page of the Online Audition Website.

We reserve the right to exclude and/or disqualify anyone whose audition video, in our sole determination, does not meet all of the above requirements.

  1. LICENSE: You retain ownership rights in your audition video.  By participating in this online audition, you expressly grant to us and our licensees, successors and assigns, in perpetuity, a non-exclusive, royalty-free, sublicenseable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, adapt, reformat, translate, and otherwise exploit all or any portion of your audition video for any purpose whatsoever, throughout the universe, including, without limitation, in connection with (i) the Project, including, without limitation, advertising, marketing, promotion, merchandising and the exploitation of any and all ancillary and subsidiary rights, and redistributing part or all of the Project (and derivative works thereof), and (ii) Internet websites, applications, interactive television, video on demand and any other media or technology (including, without limitation, Internet protocol, wireless or interactive platforms or interfaces) through which we and/or our licensees, successors and/or assigns may distribute content to end users, whether now existing or hereafter developed (together, the “Platforms”), in any and all media formats and through any and all media distribution and advertising and promotional purposes, without accounting, notification, credit or other obligation to you.  For the avoidance of doubt, without limiting the generality of the rights granted to us, these rights include, without limitation, the absolute right to edit and/or alter your audition video; distribute and synchronize all or any portion of your audition video in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-telecast, re-platform, port, syndicate, route, and link to and from all or any portion of your audition video; to encrypt, encode and decode, and compress and decompress all or any portion of your audition video; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your audition video; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your audition video; and to excerpt and/or extract portions of your audition video in order to host, store, index, categorize, perform and display your audition video on or through the Platforms.

WE HAVE NO OBLIGATION TO REVIEW YOUR AUDITION VIDEO OR TO USE YOUR AUDITION VIDEO IN ANY MANNER WHATSOEVER.

  1. REPRESENTATIONS AND WARRANTIES / INDEMNIFICATION: You represent and warrant that: (i) you are the sole owner of all copyrights in your audition video; (ii) your audition video is your own original, previously unpublished, and previously unproduced work; (iii) your audition video is wholly original with you and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iv) your audition video neither infringes upon nor violates the intellectual property rights or other rights of any other person or entity; and (v) your audition video does not and will not violate any applicable laws, and meets all the submission requirements in Section 3 above;

You will indemnify and hold us and each of our licensees, successors and assigns 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 your breach or alleged breach of any of your representations, warranties or agreements hereunder.

  1. CONSENT TO USE OF YOUR INFORMATION: By participating in this online audition, you expressly consent to our collection and use of your personal information as provided by you, for any and all purposes related to this online audition and/or the Project, including, without limitation, contacting and communicating with you regarding your submission and participation, and sharing your information with others as reasonably necessary to conduct, administer and fulfill the audition process and related activities for the Project.
  1. NATURE OF RELATIONSHIP / WAIVER OF EQUITABLE RELIEF: By participating in this online audition, you expressly acknowledge and agree as follows:

(i) We have wide access to ideas, stories, designs, and other literary materials, and new ideas are constantly being submitted to us or being developed by our own employees, and many ideas may be competitive with, similar or identical to your audition video and/or each other in theme, idea, format or other respects.  You will not be entitled to any compensation as a result of our use or exploitation of any such similar or identical material;

(ii) We 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 your audition video.

(iii) With respect to any claim by you relating to or arising out of our actual or alleged exploitation or use of your audition video or other material submitted by you in connection with the online audition, the damage (if any) thereby caused to you will not be irreparable and will not otherwise entitle you to any injunctive or other equitable relief or in any way to enjoin or restrain: (a) the production, exhibition, broadcast, distribution, advertising, promotion, or other exploitation (in any media) of the Project or any variation or extension thereof; (b) the conduct of this online audition or any other audition related to the Project; (c) the operation, distribution, advertising, promotion, or other exploitation of any of the Platforms; or (d) any use or exploitation (in any media) of your audition video (or any portion, element or material therein or thereof), or any production based on or allegedly based on your audition video, by us or any of our licensees, successors or assigns as contemplated herein; and your rights and remedies in any such event shall be strictly limited to recovery of damages, if any, in an action at law.

  1. IMPORTANT: PLEASE READ THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY:You agree that we shall not be responsible for any costs, injuries, losses, or damages of any kind arising out of or related to: (i) any late, lost, stolen, forged, mutilated, corrupted, incomplete, illegible or misdirected submissions; (ii) any errors, omissions, misinformation, or misidentification in a submission; (iii) any computer hardware, software, Internet, network, cable, phone, or other communication or technical errors, failures, malfunctions, interruptions, or delays; (iv) any damage to your or any other person’s computer hardware, software or data that results from participation in this online audition or from accessing, downloading or using any tools, files, data, software, or other matters or materials in connection with this online audition; (v) any event beyond our control that may cause this online audition or the Online Audition Website to be disrupted or corrupted, including, without limitation, any unauthorized access to, tampering or hacking of the Online Audition Website or any server, system or network associated therewith; or (vi) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with this online audition.

You also agree that: (i) any and all disputes, claims, and causes of action arising out of or connected with this online audition, shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in this online audition, but in no event will attorneys’ fees be awarded or recoverable; and (iii) under no circumstances will you be permitted to obtain any award for, and you hereby knowingly and expressly waive all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased.

YOU FURTHER AGREE THAT IN NO EVENT SHALL WE, ANY OF OUR LICENSEES, SUCCESSORS OR ASSIGNS, OR ANY OF OUR OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES OR CONTRACTORS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THIS ONLINE AUDITION.  SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  

  1. IMPORTANT: PLEASE READ THE FOLLOWING GENERAL RELEASE: By participating in this online audition, you forever release us, our licensees, successors and assigns, and our and their respective employees, officers, directors, agents, representatives and contractors, from any and all actual and potential, known and unknown, suspected and unsuspected claims, demands, causes of action, liabilities, losses and damages (collectively “Claims”) arising out of or related to your participation in this online audition, or the exercise of any of the rights granted by you hereunder, including, without limitation, Claims for personal injury or death, damage to or loss of property, copyright infringement, violation of right of publicity or privacy, defamation, libel, and false light, whether intentional or unintentional, and whether under a theory of contract, tort (including negligence), warranty or otherwise.  Without limiting the generality of the preceding sentence, you expressly waive the rights and benefits conferred upon me under the provisions of Section 1542 of the California Civil Code (recited below) and any similar statute of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits with respect to the subject matter hereof;

Section 1542 of the California Civil Code provides:

GENERAL RELEASE: EXTENT.  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You are aware that you (or your attorney) may hereafter discover facts different from, or in addition to, those which you now know or believe to be true with respect to the matters released herein, and you hereby expressly assume such risk and agree that the foregoing release shall be and remain in full force and effect notwithstanding any such different or additional facts, and shall not be subject to termination or rescission by reason of any such different or additional facts.

  1. GOVERNING LAW: All issues, questions, disputes and controversies arising out of or related to these Terms and Conditions, including, without limitation, those concerning the construction, interpretation, validity and enforceability of these Terms and Conditions, and the rights and obligations of participants (including you) and us in connection with this online audition, shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any  jurisdiction other than the State of California, U.S.A.  The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision hereof.  In the event that any provision of these Terms and Conditions is determined to be invalid or unenforceable, these Terms and Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or unenforceable provision were not contained herein.
  1. ARBITRATION AGREEMENT: YOU AND WE AGREE THAT IF ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THIS ONLINE AUDITION AND/OR THESE TERMS AND CONDITIONS CANNOT BE RESOLVED THROUGH DIRECT DISCUSSIONS, YOU AND WE AGREE TO ENDEAVOR FIRST TO RESOLVE THE MATTERS BY MEDIATION CONDUCTED IN THE COUNTY OF LOS ANGELES AND ADMINISTERED BY JAMS UNDER ITS APPLICABLE RULES BEFORE COMMENCING ANY PROCEEDINGS PERMITTED UNDER THIS SECTION 11.  IF ANY SUCH MATTER IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, THEN YOU AND WE AGREE THAT IT SHALL BE RESOLVED BY BINDING CONFIDENTIAL ARBITRATION CONDUCTED IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, THROUGH ITS LOS ANGELES, CALIFORNIA OFFICE.

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING. FURTHER, UNLESS WE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OTHER PERSONS’ CLAIMS WITH YOURS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, MULTI-CLAIMANT OR CLASS PROCEEDING.  IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE REST OF THIS SECTION 11, INCLUDING THE PROVISIONS GOVERNING WHERE ACTIONS AGAINST US MUST BE PURSUED, WILL REMAIN IN EFFECT.

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