CONTEST: 15th Annual NSAI Song Contest Presented by CMT (NSAI Members)

<p><b>OVERVIEW</b><b>:</b>&nbsp;Beginning at 12:00 a.m. Eastern Time (ET) on September 1, 2014 through 11:59 p.m. ET on October 31, 2014, the Nashville Songwriters Association International (NSAI) will accept original songs and lyric sheets (each, a Song) from eligible songwriters (each, a Songwriter and collectively, the Songwriters), which will be judged by music industry professionals and the top ten will be posted on nsai.cmt.com (the Website) for listener voting by the public.<b></b></p><p><b>WHO MAY PARTICIPATE</b><b>:</b>&nbsp; Contest is open only to Songwriters who are legal residents of the 50 United States or the District of Columbia (excluding residents of Maryland and Colorado), 13 years of age or older. Residents of Maryland and Colorado may not enter. Eligible minors must obtain their parents or legal guardians permission prior to participating<b>.</b>&nbsp;A Songwriter submitting a song with multiple co-writers must have all co-writers consent to participate in this Contest.<b>&nbsp;</b>For the purpose of this Contest, no co-writer or Songwriter may be subject to a current agreement with a publishing company, record label or other entity to render recording services that is currently in effect and/or have agreed to provide rights in and to musical compositions or recordings to any such company, label or entity. Any Songwriter or co-writer (of submitted song) who derives the majority of their income from songwriting, currently has a staff writing a deal with a publishing company, or has ever had a song appear on any of the following charts is not eligible to participate in the Contest; Billboard, Mediabase, and/or Radio &amp; Records (R&amp;R).<b></b></p><p>Employees and their immediate families (spouse, parent, child, sibling and their respective spouses, regardless of where they reside or those living in the same households, whether or not related) of&nbsp;NSAI, Country Music Television, Inc. (CMT), Viacom Media Networks, a division of Viacom International, Inc. (together with CMT, VMN), Sonicbids (Sonicbids, together with VMN and NSAI, the Promoter Parties), and each of their respective parent companies, affiliates, subsidiaries, licensees, successors and assigns, officers, directors, contractors, partners, shareholders, representatives, members, agents, employees, and advertising and promotion agencies, web developers, and marketing agents (collectively with Promoter Parties, the Released Parties) are not eligible to participate in the&nbsp;Contest. Void in Maryland, Colorado and where prohibited by law. Contest is subject to all applicable federal, state and local laws.</p><p><b>HOW TO PARTICIPATE</b><b>:</b>&nbsp; Songwriters must submit songs on the Website or by mailing in a copy of their Song on a CD or flash drive to the following address: NSAI Attn: Song Contest 1710 Roy Acuff Place, Nashville, TN 37203.&nbsp;<b>IMPORTANT NOTE: If participating via the Website, you must have a Sonicbids account to submit a song and lyric sheet. A free&nbsp;Sonicbids account can be created at&nbsp;<a target="_blank" href="http://www.sonicbids.com/">www.sonicbids.com</a></b>. An entry fee of $35 for current NSAI members, or $45 for non NSAI members must accompany each Song submission. Failure to provide an entry fee for any Song will result in such Song being deemed void. To submit a Song online, visit the Website and follow the instructions provided to sign-in to your Sonicbids account; then, follow the directions provided to complete the online registration form, and upload your Song and accompanying lyrics sheet (all information provided by a Songwriter including Song and lyric sheet upload shall hereinafter collectively be referred to as the Submission). Songs must be in .wav, .aif, .mp3 or .mid format, no larger than 1024MB in file size, and no longer than five (5) minutes in length. Incomplete Submissions, including but not limited to those Submissions that do not address the requirements set forth in these Terms and Conditions, may be disqualified at NSAIs sole discretion.</p><p>By making a Submission, Songwriter hereby grants to NSAI a fully-paid up and royalty free, irrevocable, perpetual and worldwide license to use and display the Submission on the Website, other sites owned by NSAI, and third party websites and in other media now or hereafter known, and otherwise use the Submission in accordance with these Terms and Conditions, without compensation of any kind or further notice to or approval from Songwriter or any third party, unless otherwise specified by NSAI. Promoter Parties are not responsible for any unauthorized third party use of any Submission. Promoter Parties do not guarantee that any Submission made will be posted.<b></b></p><p>Submission must be the original work of the Songwriter, and must not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity. Prior to making a Submission, Songwriter must obtain any and all releases and consents from any and all co-writers, and any songwriter and other parties necessary to permit the use and exhibition of the Submission by NSAI in the manner set forth in these Terms and Conditions. NSAI reserves the right to request proof of these permissions in a form acceptable to NSAI from any Songwriter at any time and, at its discretion, to disqualify any Submission they determine, in their discretion, fails to satisfy any of the above requirements.&nbsp;</p><p><b>SUBMISSION GUIDELINES</b><b>:&nbsp;</b>Submissions must comply with the following content guidelines:</p><ul><li>Content cannot promote any activities that may appear unsafe or dangerous;</li><li>Content cannot be obscene or offensive, endorse any form of hate or hate group;</li><li>Content cannot defame, misrepresent or contain disparaging remarks about NSAI and VMN, its products or other people or companies;</li><li>Content must contain artistic and musical performance value;</li><li>Content cannot contain any material that infringes on the intellectual property rights of any third party, such as music and/or lyrics owned or administered by any other person or entity, trademarks owned by others or&nbsp; &nbsp;&nbsp; &nbsp;advertise or promote any third party brand or product of any kind, or contain any personal identification, such as license plate numbers, personal names, e-mail addresses or street addresses;</li><li>Content cannot contain copyrighted materials owned by others (including recordings, sampling or scratching and other works published or used on&nbsp; &nbsp;&nbsp; &nbsp;or in websites, television, movies or other media);</li><li>Content cannot contain materials embodying the names, voices, or other indicia of, or identifying, any person, including, without limitation, celebrities and/or other public or private figures, living or dead, except as permitted in these Terms and Conditions;</li><li>Content cannot communicate messages inconsistent with the positive goodwill to which NSAI and VMN wishes to associate; and</li><li>Content cannot depict acts or situations, and cannot itself be, in violation of any law or otherwise.</li></ul><p>NSAI reserves the right to disqualify any Submission (or portion thereof) for any reason, in its sole and absolute discretion, including its determination in their sole discretion that a Submission fails to satisfy any of the above requirements.</p><p><b>JUDGING PHASE</b><b>:</b>&nbsp;All eligible Submissions received by NSAI will be judged by a panel of&nbsp;music industry professionals based equally on the following criteria: melody, composition, originality and lyrics (the Judging Criteria). Subject to verification of eligibility, compliance with these Terms and Conditions, the ten (10) Submissions with the highest overall scores will be deemed potential Finalists and will advance to the Public Voting Phase (as described below). The ten (10) Submissions with the next highest overall scores will be deemed Honorable Mentions and receive the Honorable Mention award specified below. In the event of a tie, the Submission with the highest score in the originality criterion will be determined a Finalist. NSAI reserves the right to advance fewer than ten (10) Finalist Submissions to the Public Voting Phase and/or award fewer than ten (10) Honorable Mention awards if, in its sole discretion, it does not receive a sufficient number of eligible Submissions of sufficient quality. Separate from the above, the one (1) Submission with the highest score in the lyrics criterion will be deemed the Lyric-Only award recipient.</p><p><b>PUBLIC VOTING PHASE</b>: From February 1, 2015 to February 28, 2015, the Finalist Submission will be posted to the Website for public voting. Individuals will have the opportunity to vote for their favorite Finalist Submission(s) by clicking the vote button for the corresponding Finalist Submission on the website. Finalists are prohibited from obtaining votes for their Submissions by any fraudulent or inappropriate means, including, without limitation, offering awards or other inducements to members of the public and/or using any websites or online forums designed to induce individuals or provide other incentives to vote for their Finalist Submission, as determined by NSAI in its sole discretion. Subject to verification of eligibility and compliance with these Terms and Conditions, the one (1) Finalist Submission that has the highest number of valid votes at the close of the Pubic Voting Phase, as determined by NSAI, will be deemed the CMT Listeners Choice Grand Prize Winner. In the event of a tie, the Finalist Submission to obtain their final vote first will be deemed the award recipient. The remaining Finalist Submissions will be deemed Runner-Up award recipients. Use of script, macro or any automated system to vote or with the intent to impair or subvert the integrity of the voting process is prohibited and all such votes will be void.&nbsp;</p><p><b>FINALIST NOTIFICATION:</b>&nbsp;Judges and NSAIs decisions are final and binding on all matters relating to this<b>&nbsp;</b>Contest. Potential Finalists will be notified via mail, email and/or phone and will be required to complete an Affidavit of Eligibility, Liability and Publicity Release (unless prohibited by law) and any other documents required by NSAI and VMN, which must be returned within fourteen (14) business days of date appearing on Finalist notification. Return of Finalist notification as undeliverable, failure to sign and return requested documentation within the specified time period, the inability of NSAI and CMT to contact a potential Finalist within a reasonable time period or noncompliance with these Terms and Conditions by potential Finalist will result in disqualification and, at NSAIs sole discretion, a Runner-Up Finalist may be notified. In the event a Finalist is at least 18, but still considered a minor in his/her jurisdiction of residence, NSAI and VMN reserves the right to provide an award (if applicable) in the name of his/her parent or legal guardian who will be responsible for fulfilling all requirements imposed on award recipient set forth herein.</p><p><b>GRAND PRIZE AWARD (1 recipient):</b>&nbsp;One (1) sixty (60) minute mentoring session with Warner Brothers Recording Artist Charlie Worsham, a one (1) year mentorship with Little Louder Music representative (includes minimum of four (4) sixty (60) minute meetings), a one (1) year single song contract with Little Louder music, a mentoring session with a CMT executive, three (3) one-hour publishing meetings with professional music publishers, one (1) A&amp;R meeting with a major label, NSAI Residency (includes one-year NSAI membership, free attendance to all NSAI events for one (1) year, four (4) pro songwriter mentoring sessions, winning song placement on NSAI Top 40, winning Song presented at one (1) NSAI Pitch to Publisher luncheon), winning Song included on a NSAI Song Contest compilation CD, live performance opportunities including 2015 Tin Pan South, The Bluebird Caf, CMTs music strategy team and Musicians Corner, CMT Award Pack (includes two (2) tickets to the 2015 CMT Awards, attendance to a CMT live show taping,&nbsp; and a private tour of CMT headquarters), performance on Words &amp; Music (filmed in Nashville, TN) and press release sent to winners hometown TV stations, press release sent to winners hometown radio stations, name posted on NSAI website, NSAI E-News, NSAI social media pages, The Bluebird Cafe newsletter and CMT.com, press releases sent to winners hometown publication and a three-day trip to Nashville (including 3-day, 2-night accommodations at The Loews Vanderbilt Hotel, excluding predetermined blackout dates and upon availability (limited to US travel within the 50 continental states and only in cities serviced by Southwest Airlines). If the award recipients legal residence is within 250 miles of Nashville, TN, only hotel accommodations will be awarded), a six (6) month Sonicbids subscription and a CMT Listeners Choice Grand Prize trophy.</p><p><b>RUNNER-UP AWARDS (10 recipients):</b>&nbsp;One (1) publishing meeting with a professional music publisher, Song included on a NSAI Song Contest compilation CD for one (1) year, song placement on NSAIs Top 40 Song Page, one (1) year NSAI membership, a three (3) month Sonicbids subscription, and a certificate of achievement.</p><p><b>HONORABLE MENTION AWARDS (10 recipients):</b>&nbsp;Song placement on NSAIs Top 40 Song Page, and a Certificate of Achievement.</p><p><b>LYRIC-ONLY AWARD (1 recipent):</b>&nbsp;One (1) sixty (60) minute mentoring session with Tia Sillers, one (1) publishing meeting with a professional major music publisher, a one (1) year NSAI membership, NSAI event gift certificate, a six (6) month Sonicbids subscription, name included on NSAI website, NSAI E-News, NSAI social media pages, The Bluebird Cafe newsletter, and CMT.com, press release sent to winners hometown publication and a certificate of achievement.</p><p>Award recipients may not substitute, assign or transfer award or redeem any award for cash, but NSAI reserves the right, at its sole discretion, to substitute any award (or portion thereof) with one of comparable or greater value. Award recipients are solely responsible for all applicable federal, state and local taxes, if any, as well as any other costs and expenses associated with award acceptance and use not specified herein as being provided. All award details are at NSAIs sole discretion.</p><p><b>LICENSE/USE OF SUBMISSIONS</b><b>:&nbsp;</b>By making a Submission, Songwriters (including all band and/or group members comprising Songwriter, if applicable) grant NSAI, VMN and its designees, assignees and licensees a non-exclusive, worldwide, perpetual, irrevocable, fully paid up and royalty-free, sub-licensable, transferable right to exploit the copyright in the recording and the underlying composition thereto and any and all ancillary and subsidiary rights therein in any media now known or hereafter developed, with respect to the Submissions, including without limitation the right to edit, publish, use, adapt, exploit, perform, modify, copy, disseminate or dispose of any Submissions, the compositions embodied therein or any elements thereof (including the names and likenesses of any individuals and any property embodied therein), online, in print, film, television, or in any other media now known or hereafter devised, worldwide in perpetuity, for programming, advertising, publicity, promotional and any other purposes without compensation, without payment of residuals, costs or fees, and without permission or notification to Songwriter (including all band and/or group members, if applicable) of any kind, except as prohibited by law.</p><p><b>NATURE OF RELATIONSHIP</b><b>:</b>&nbsp;Nothing in these Terms and Conditions or any other agreement with Songwriter shall be deemed to create an employment or agency relationship between any of the Released Parties and Songwriter. Songwriter agrees that he/she shall not look to the Released Parties for any compensation, employment and other benefits. Songwriter hereby acknowledges and agrees that the relationship between Songwriter and NSAI and any of its designees is not a confidential, fiduciary, or other special relationship, and that Songwriters decision to provide a Submission does not place NSAI or any of the Released Parties in a position that is any different from the position held by members of the general public.&nbsp;<b>&nbsp;</b></p><p><b>PUBLICITY RELEASE</b><b>:</b>&nbsp;Participation in this Contest<b>&nbsp;</b>constitutes permission (except where prohibited by law) to use Songwriters names, likenesses, voices, performances, award received, photographs, statements and biographical information (all at NSAIs discretion) for future advertising, publicity and other purposes relating to this Contest&nbsp;in any and all media now or hereafter devised throughout the world in perpetuity, without additional compensation, notification or permission.</p><p><b>RELEASE OF TECHNICAL LIABILITY</b><b>:&nbsp;&nbsp;</b>Released Parties are not responsible for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete, delayed or undelivered votes, and Submissions, all of which will be void.&nbsp;&nbsp;Released Parties are also&nbsp;not responsible for problems uploading or downloading any Contest-related information or materials from the Website, any errors or problems associated with uploading Submissions on the Website, or for any other technical malfunctions of electronic equipment, computer online systems, servers, or providers, computer hardware or software failures, phone lines, failure of any Submission to be received by NSAI on account of technical problems, traffic, congestion on the internet or the Website, or for any other technical problems including telecommunication, miscommunication or failure, and failed, lost, delayed, incomplete, garbled or misdirected communications which may limit Songwriters ability to participate in this Contest.&nbsp; Released Parties are not responsible for any other errors or malfunctions of any kind, whether network, printing, typographical, human or otherwise relating to or in connection with the&nbsp;Contest, including, without limitation, errors or malfunctions which may occur in connection with the administration of the Contest, the processing, judging or voting of Submissions, the tabulation and processing of votes, or deletion of any Submissions.&nbsp;&nbsp;</p><p><b>RIGHT TO TERMINATE &amp; MODIFY</b><b>:</b>&nbsp;NSAI reserves the right to modify, suspend or terminate the&nbsp;Contest in the event it becomes infected by a computer virus or is otherwise technically impaired, and to cancel or suspend the Contest in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, integrity or proper play of the Contest.&nbsp;&nbsp;NSAI reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the Submission process or the operation of this Contest or any website (including the Website), intending to annoy, abuse, threaten or harass any other Songwriter or User, NSAI or any of its representatives or to otherwise be acting in violation of these Terms and Conditions and void all associated Submissions.&nbsp;</p><p><b>MISCELLANEOUS</b><b>:</b>&nbsp;In the event of a dispute regarding Submissions received from multiple users having the same e-mail account, the authorized subscriber of the e-mail account at the time of Submission will be deemed to be the Songwriter and must comply with these Terms and Conditions. Authorized subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), online service provider, or other organization responsible for assigning e-mail addresses. CAUTION: Any attempt by a Songwriter to deliberately damage any website or undermine the legitimate operation of this Contest is a violation of criminal and civil laws.&nbsp; Should such an attempt be made, NSAI reserves the right to seek damages and other remedies (including attorneys fees) from any such Songwriter to the fullest extent permitted by law and to disqualify such Songwriter from the Contest.</p><p><b>SIMILAR SUBMISSIONS</b><b>:</b>&nbsp;By making a Submission, Songwriter acknowledges and agrees that NSAI may obtain many Submissions under this&nbsp;Contest and that such Submissions may be similar or identical in theme, idea, format or other respects to others submitted under this Contest&nbsp;and/or created or developed by NSAI on its own or by those working on NSAIs behalf, and/or other promotions staged and/or led by NSAI, and waive any and all claims Songwriter may have had, may have, and/or may have in the future, that any similar Submission, Song and/or other works accepted, reviewed and/or used by NSAI (or its designees) may be similar to Songwriters Submission. Songwriter acknowledges and agrees that NSAI does not have now, nor shall it have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright in and to Songwriters Submission.</p><p><b>AGREEMENT TO TERMS AND CONDITIONS</b><b>:</b>&nbsp;By participating in the<b>&nbsp;</b>Contest, Songwriter (i) agree to be bound by these Terms and Conditions, including all eligibility requirements, the Privacy Policy, available at&nbsp;<u><a target="_blank" href="http://www.nsai.cmt.com">www.nsai.cmt.com</a></u>, and the Terms of Use, available at&nbsp;<u><a target="_blank" href="http://www.nsai.cmt.com">www.nsai.cmt.com</a></u>&nbsp;(such Privacy Policy and Terms of Use are incorporated herein by reference), and (ii) agree to be bound by the decisions of NSAI, which are final and binding in all matters relating to this Contest.&nbsp; Failure to comply with these Terms and Conditions may result in disqualification from this Contest. NSAI&nbsp;reserves the right to permanently disqualify any Songwriter and/or any other person it believes has intentionally violated these Terms and Conditions and void all associated Submissions.&nbsp;</p><p><b>RELEASE OF LIABILITY</b><b>:</b>&nbsp;By entering the Contest, Songwriter agrees to release and hold harmless the&nbsp;Released Parties from all claims, liability or damage caused or claimed to be caused, in whole or in part, directly or indirectly, in connection with participation in this Contest, or acceptance or use of any award, the administration of the Contest, the operation of any website (including the Website) or Released Parties use of any of the rights granted herein (including any claims arising out of the use of third party content). Released Parties assume no responsibility for the conduct of any Songwriter or the responses of anyone appearing in any Submission.</p><p><b>Arbitration</b><b>:</b>&nbsp; Except where prohibited by law, as a condition of participating in this Contest, Songwriter agrees that (1) any and all disputes and causes of action arising out of or connected with this Contest, or any opportunities provided, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of the American Arbitration Association and held at the AAA regional office nearest the Songwriter; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will Songwriter be permitted to obtain awards for, and Songwriter hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Songwriters actual out-of-pocket expenses (i.e., costs associated with participating in this Contest), and Songwriter further waives all rights to have damages multiplied or increased.</p><p><b>PRIVACY POLICY</b><b>:</b>&nbsp;NSAIs use of information submitted by Songwriters and Users in connection with this Contest<b>&nbsp;</b>will be subject to these Terms and Conditions as well as to the Privacy Policy, available at&nbsp;<b></b>&nbsp;<u><a target="_blank" href="http://www.nsai.cmt.com">www.nsai.cmt.com</a></u>.</p><p><b>PROVIDED BY</b><b>:</b>&nbsp;Nashville Songwriters Association International, 1710 Roy Acuff Place, Nashville, TN 37203</p>