Wake Wars Contest Agreement

Wake Wars Remix Contest Agreement (Official Rules)

NO PURCHASE NECESSARY. VOID WHERE PROHIBITED. By entering the Wake Wars Remix Contest (the “Contest”), you agree to the following terms and conditions (“Agreement”). This Agreement is between Blackwake Audio LLC (the “Sponsor”) and each entrant (“you” or “Entrant”). Sponsor is the host and administrator of the Contest.

1. Eligibility

This Contest is open only to legal residents of the fifty (50) United States and the District of Columbia who are 18 years of age or older at the time of entry. Void where prohibited by law. Proof of age may be required. Employees, officers, and directors of the Sponsor, its parent, subsidiaries, affiliates, advertising or promotion agencies, and any other entities involved in organizing or promoting the Contest (collectively, “Contest Entities”), as well as the immediate family and household members of each such person, are not eligible to enter or win.

2. Contest Period

The Contest begins on stated Start Date and ends on stated End Date (the “Contest Period”). All entries must be received by Sponsor by the deadline of 11:59 PM (Central Time) on the closing date of the Contest Period. Sponsor’s computer is the official time-keeping device for the Contest. No entries will be accepted after the Contest Period has ended.

3. How to Enter & Submission Requirements

To enter, you must create and submit an original remix of the designated song or audio material provided by Sponsor for this Contest (the “Remix”). Entry instructions (including how and where to upload or send your Remix) will be provided in the Contest announcement or on Sponsor’s website. Each Remix submission must be in WAV audio format (uncompressed .wav file). Along with your Remix, you must provide your full name, a valid email address, and proof of age or date of birth to verify eligibility.

Entry Limit: Unless otherwise stated by Sponsor, each Entrant may submit one (1) Remix entry in the Contest. Multiple entries by the same person may be disqualified at Sponsor’s discretion. Team or group entries are not allowed (each entry must be submitted by an individual).
Original Work: Your Remix must be your own original creation. You may only use elements from the original song provided by Sponsor and any original sounds or music you create. The use of any pre-existing third-party music, samples, loops, or other content that you do not have rights to use is prohibited.
Submission Guidelines: The Remix must be submitted in compliance with any technical requirements stated (for example, file format, size, and naming conventions). Illegible, corrupted, or incomplete entries, or entries that do not adhere to the format or submission instructions, may be disqualified. Sponsor is not responsible for entries that are lost, late, misdirected, or not received due to technical failure or for any reason.

By submitting a Remix, you represent and warrant that: (a) the Remix is your original work and you have independently created it (apart from the Sponsor-provided audio stems or track, which you are authorized to use for this Contest); (b) you have not copied or derived the Remix (in whole or in part) from any other work, and the Remix has not been previously published, released, or entered in any other contest or promotion; (c) the Remix does not infringe any copyright, trademark, trade secret, or other intellectual property rights, nor violate any rights of privacy or publicity or any other rights of any other person or entity; (d) the Remix contains no unauthorized samples or material belonging to any third party (unless you have obtained all necessary licenses or permissions and can provide proof upon request); (e) the Remix is not defamatory, obscene, pornographic, unlawful, hateful, or otherwise inappropriate or offensive; and (f) you have the full right and authority to grant the rights and licenses to Sponsor as described in this Agreement. You agree that if your submission violates any of the above requirements, it may be disqualified and you may be deemed ineligible at Sponsor’s sole discretion.

4. Rights Granted to Sponsor (License)

Ownership: As between you and Sponsor, you will retain ownership of the original elements of your Remix. However, by submitting a Remix, you hereby grant to Sponsor and its designees a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use your Remix for any purpose in connection with the Contest and Sponsor’s business. This includes but is not limited to the right to copy, reproduce, distribute, adapt, edit, modify, create derivative works from, publicly perform, display, and otherwise exploit the Remix, in whole or in part, in any and all media now known or later developed, throughout the world, in perpetuity, for advertising, promotional, commercial, or any other lawful purposes, without further notice or compensation to you. Sponsor may (for example) post your Remix on its websites or social media, use it in promotional materials, play it publicly, or include it in a compilation. Sponsor also has the right to allow its affiliates, partners, and sublicensees to do the same. You understand and agree that once submitted, your Remix may be made public by Sponsor and will not be returned to you.

No Obligation: Sponsor is not obligated to use, publish, or exploit your Remix in any way, and Sponsor’s failure to use your Remix shall not relieve you of your rights and obligations under this Agreement. If you are chosen as the winner (see Section 5 below), you may be required to sign additional documents (such as a license agreement or affidavit of eligibility) confirming the rights granted to Sponsor and your compliance with these rules, as a condition of receiving the prize.

5. Winner Selection and Notification

At the conclusion of the Contest Period, all eligible Remixes will be judged by Sponsor or by a panel of judges appointed by Sponsor. The judging criteria may include creativity, originality, audio production quality, and how well the Remix fits the theme or style of the original track, as determined by Sponsor in its sole discretion. The entry that receives the highest overall score from the judges will be selected as the Winner. In the event of a tie or any dispute regarding the selection of the Winner, Sponsor reserves the right to make the final decision or to name multiple winners or none, in its sole discretion.

Notification: The potential Winner will be notified via the email address (or other contact information) provided with their entry, within a reasonable time after the judging is completed. Sponsor may also announce the Winner publicly (for example, on its website or social media). It is your responsibility to ensure your contact information is accurate and to check your email (including spam folder) for any notification. If the selected Winner does not respond to the notification or cannot be reached within 5 days of the first contact attempt, or if the Winner is found to be ineligible or not in compliance with this Agreement, Sponsor may, at its discretion, disqualify that Winner and select an alternate Winner (the next highest judged entry) or choose not to award the prize.

The Winner may be required to sign and return an affidavit of eligibility, a liability/publicity release, and/or license agreement within a specified time period as a condition of receiving the prize. If the Winner fails to return required documents on time, Sponsor may disqualify the Winner and select an alternate.

6. Prize

Prize Description: The Winner will receive the contest prize, which consists of: Description of the prize – e.g., a promotional budget award of $100, or release of the winning Remix by Sponsor’s label, etc.. The exact prize and its retail value will be detailed in the Contest announcement or otherwise communicated by Sponsor. No substitution or transfer of the prize is permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value if the advertised prize becomes unavailable for any reason. The prize is provided “as is” and without any warranty, unless otherwise required by law.

Any and all taxes, fees, and charges (federal, state, and local) associated with the prize are the sole responsibility of the Winner. If required by law, Sponsor may withhold taxes from the prize or require the Winner to provide additional information for tax purposes before receiving the prize (for example, a completed IRS Form W-9 for U.S. winners). The odds of winning depend on the number and quality of eligible entries received.

Prize Delivery: Details for delivering or fulfilling the prize (for example, shipment of physical goods, arrangement for digital release of the Remix, or other arrangements) will be coordinated with the Winner after verification. If the prize includes an opportunity (such as a performance or release), the Winner must be able to participate on the dates specified by Sponsor; otherwise, that portion of the prize may be forfeited.

7. Release of Liability

By entering this Contest, you agree that Sponsor and the Contest Entities (including their owners, employees, officers, directors, and agents) shall not be liable for, and you hereby release and hold them harmless from, any and all injuries, loss, damages, claims, or actions of any kind arising from or related to participation in the Contest or acceptance, possession, use, or misuse of any prize. This release includes, for example, any claim for personal injury, property damage, or loss that may occur in the creation of your Remix, technical failures or errors (such as inability to upload your file, website crashes, or lost communications), and any claims based on publicity rights, privacy, or defamation. Sponsor is not responsible if the Contest cannot proceed or a prize cannot be awarded due to events beyond Sponsor’s reasonable control, including but not limited to travel cancellations, delays, labor strikes, epidemics, or other acts of God, or if any technical issues (computer viruses, tampering, fraud, etc.) compromise the integrity or fairness of the Contest.

Limitation of Liability: To the maximum extent permitted by law, in no event will Sponsor or Contest Entities be responsible for or liable to any Entrant or Winner for any punitive, exemplary, indirect, incidental, special, or consequential damages (including lost profits or data), and any claim by an Entrant shall be limited to their actual out-of-pocket costs (if any) incurred in participating in the Contest. Entrant waives any right to have damages multiplied or increased. Under no circumstances will Sponsor’s total liability to an Entrant exceed the approximate retail value of the prize or the amount of legitimate out-of-pocket expenses actually incurred, whichever is greater. (Note: Some jurisdictions may not allow certain liability limitations, so these limitations may not apply to you to the extent prohibited by law.)

8. Indemnification

You (as an Entrant) agree to indemnify, defend, and hold harmless Sponsor and the Contest Entities from and against any and all claims, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your Remix and Content – any claim that your submitted Remix (or any content included in it) infringes, violates, or misappropriates the intellectual property, privacy, publicity, or other rights of any third party, or that it otherwise causes harm to a third party;
Your Conduct – any act or omission by you in connection with the Contest, or any breach by you of this Agreement (including any false statements or violations of your representations/warranties above); and
Any Other Violation – any other violation of law or rights of any person caused by your participation in the Contest.

You agree to promptly reimburse Sponsor and any other indemnified party for any losses, costs, and expenses (including attorneys’ fees) incurred in responding to, defending, or settling any third-party claim for which you have indemnified them. Sponsor will have the right to control the defense of any such claim, and you will cooperate with Sponsor in defending the claim. This indemnification obligation shall survive indefinitely beyond the conclusion of the Contest.

9. Dispute Resolution

Mediation: In the event of any dispute, claim, or controversy arising out of or relating to this Contest or this Agreement, the parties (you and Sponsor) agree to first attempt to resolve the matter amicably through informal negotiation. If a resolution cannot be reached, the parties will in good faith attempt mediation of the dispute with a neutral third-party mediator in Texas, to be mutually selected, before proceeding to any formal legal action. Each party will share the costs of mediation equally.

Arbitration: If mediation fails to resolve the dispute, the dispute shall be resolved by final and binding arbitration. By entering, you and Sponsor agree that any dispute or claim arising out of or relating to the Contest or this Agreement will be submitted exclusively to arbitration, to be conducted in the State of Texas (in a city and venue determined by the arbitrator or agreed by the parties). The arbitration shall be administered by the American Arbitration Association (AAA) (or a similar reputable arbitration body) under its applicable rules. You acknowledge that you are waiving the right to litigate disputes in court (including the right to a trial by jury) and that the arbitrator’s decision will be final and binding on all parties. The arbitrator shall have the authority to award any relief available in an individual lawsuit under Texas law, including equitable or injunctive relief, but may not award relief that would affect others besides you and Sponsor. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

No Class Actions: All disputes will be conducted on an individual basis only. You may only resolve disputes with Sponsor on an individual basis, and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or representative proceeding, nor to make an award to any person or entity not a party to the arbitration. If this class action waiver is found unenforceable, then the entirety of this Dispute Resolution section shall be null and void (but the rest of this Agreement will continue to apply).

Exceptions: Notwithstanding the above, either party may seek relief in a small claims court for qualifying disputes or may seek temporary injunctive relief in a court of law to prevent immediate and irreparable harm (e.g., misuse of intellectual property) without first engaging in mediation/arbitration, but only to that limited extent. This Dispute Resolution provision shall survive any expiration or termination of this Agreement.

10. Governing Law and Jurisdiction

This Agreement and the Contest are governed by the laws of the United States and the State of Texas, without regard to its conflict of law principles. By participating in the Contest, you agree that any disputes that are not subject to arbitration (and any court proceedings to enforce an arbitration award or where arbitration is not available) shall be brought exclusively in the state or federal courts located in the State of Texas. You expressly consent to the personal jurisdiction of those courts and waive any objections to venue on the grounds of inconvenience or any other basis. United States law and Texas law shall apply to any such disputes, and the Contest is void where prohibited by such laws.

11. General Terms

Sponsor’s Decisions: By entering, you agree to abide by the decisions of Sponsor and/or the Contest judges, which are final and binding in all matters relating to this Contest. Sponsor has sole discretion to interpret and apply these Official Rules.
Right to Modify or Cancel: Sponsor reserves the right to cancel, terminate, modify, or suspend the Contest at any time if it determines, in its sole discretion, that the Contest is not capable of running as planned for any reason, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, legal impediments, or any other causes beyond Sponsor’s control that corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Contest. If the Contest is terminated early, Sponsor may, in its discretion, determine the Winner from all eligible entries received up to the time of cancellation using the judging criteria specified.
Disqualification: Sponsor reserves the right, in its sole discretion, to disqualify any individual who tampers with the entry process or the operation of the Contest or website, who attempts to cheat or engage in improper gameplay or techniques, or who is found to be acting in violation of this Agreement or any applicable laws. CAUTION: Any attempt by an entrant to deliberately damage any website or undermine the legitimate operation of the Contest may be a violation of criminal and civil laws. Should such an attempt be made, Sponsor reserves the right to seek damages (including attorneys’ fees) and other remedies from any such person to the fullest extent permitted by law, including criminal prosecution.
Publicity: Except where prohibited by law, participation in the Contest constitutes the Winner’s consent to Sponsor’s and its agents’ use of the Winner’s name, likeness, photograph, voice, opinions, biographical information, and city/state for promotional purposes in any media, worldwide, without further payment or consideration. Non-winning entrants may also be asked for such permission, but are not obligated to grant it.
Privacy: Personal information collected from Entrants will be used by Sponsor for the purposes of administering the Contest (including prize fulfillment) and for contacting the Winner, and otherwise as stated in these rules. By entering, you consent to Sponsor’s collection and use of your personal information. If you opt in to receive marketing communications, Sponsor may also use your contact information for marketing purposes; you will have the opportunity to unsubscribe at any time. Sponsor will handle personal data in accordance with its Privacy Policy and applicable law.
Severability: If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any remaining provisions. In such case, the parties agree that the court (or arbitrator) should modify the provision to the minimum extent necessary to render it enforceable, and enforce it as modified, in order to carry out the intent of the parties.
Entire Agreement: This Agreement (Official Rules) constitutes the entire understanding between you and Sponsor with respect to the Contest and supersedes any prior communications or agreements, whether oral or written. No oral waivers or modifications shall be effective. Participation in the Contest constitutes your full and unconditional agreement to these Official Rules and to Sponsor’s decisions. You acknowledge that you have read, understood, and agree to this Agreement.

If you have any questions about the Contest or these terms, you may contact Sponsor at Info@BlackwakeAudio.com. Good luck and thank you for participating in the Wake Wars Remix Contest!