Terms & Conditions

Last update: March 1, 2022

OVERVIEW

Beginning on 1 July, 2020 at 12:00 p.m., through 14 August, 2020 at 12:00 p.m., and on subsequent dates, which will be brought to the knowledge of users by providing information on the official page, Djooky Inc. a company incorporated in accordance to the law of Delaware, USA, file number 7970772, with its registered office in the State of Delaware which located at 16192 Coastal Highway, Lewes, Delaware, 19958, County of Sussex (hereinafter - “Company”) and for the purpose of music award contest (hereinafter - “Contest”) located at www.djooky.com, www.djookyawards.com and mobile application(the “Platform”) will accept original music compositions which consist of melody and lyrics (each, a “Song”) from eligible singers (each, an “Artist/Songwriter” and collectively, the “Artists/Songwriters”), which will be judged by public voting of Platform Users and Platform Experts. (Song/s, video, the photos located at the Platform together or separately - "Content")

This is a skill-based contest. The Contest is possible to participate in by using the application “Djooky”, which shall be downloaded from the App Store/Google Play, or through the Website. No entry fee to participate is required.

1. ACCEPTANCE OF TERMS

Please read these Terms and Conditions (hereinafter - T&C/Terms and Conditions/Terms of Use) very carefully. If you do not agree to any of the provisions set out in those documents, you should not use any components of the Platform. By accessing or using the Platform, registering an account, or viewing, accessing, streaming or uploading any information or Content from or to the Platform, you represent and warrant that you have read and understood these Terms and Conditions, and will abide by them. You further represent and warrant that you are either 16 years of age or more or the applicable age of majority in your jurisdiction. If you do not agree and consent to these Terms and Conditions, please do not use the Platform.

2. WHO MAY PARTICIPATE

The Contest is open to Artists and Users from all countries of the world 16 years of age or older OR the applicable age of majority in your jurisdiction which allows you to take part in a song contest and use such a Platform. An Artist of minority age shall have the right to participate in Contest ONLY in case of written parental consent. An Artist submitting a song with multiple co-writers must have all co-writers’ consent to participate in this Contest. 

Contest sponsors 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 Contest. Platform reserves the right to require Artists to prove that they are eligible. Contest is subject to all applicable country, state, federal, provincial, territorial and local laws.

3. HOW TO PARTICIPATE

Any User of the Platform may submit Songs on the Platform using his/her personal Platform Account. After submission, such User shall acquire the status of an Artist.

To upload Songs, Artist/Songwriter must register and create an account (hereinafter - Profile). To submit a Song online, visit the Website www.djooky.com and follow the instructions provided to sign-in to your Platform (if a member). Then, follow the directions provided to complete the online registration form, and upload your Song.

Artist/Songwriter may upload any number of Songs but only one Song can be submitted (hereinafter - Entry/Submission) by Artists/Songwriter for the Contest.

Artist/Songwriter will also be encouraged to upload their promotional photographs which will be accessible to the media for use in media publications.

Songs must be in .mp3 or .wav format no larger than 100 Mb in file size. Incomplete Entries, including but not limited to those Entries that do not address the requirements set forth in these Terms and Conditions, may be disqualified at Platform’s sole discretion. Songs shall be grouped by genre and country automatically by Platform on the basis of Artist account.

By making an Entry, Artist hereby grants to the Platform a gratis/royalty-free, irrevocable, perpetual and worldwide, non-exclusive license to use and display the Submission on the Website, and to provide radio stations, telecommunications, and other customary terrestrial and online audio, wireless, and/or audio-visual media transmission entities the right to broadcast,  and otherwise use the Submission in accordance with/within the scope of these Terms and Conditions (but solely for the Platform and such entities’ for promotional/marketing purposes), without requiring further notice to/ approval from Artist or any third party, unless otherwise specified by the Platform.

The Platform shall not be responsible for any unauthorized third party use of any Submission. The Platform shall not guarantee that any Submission made will be posted. Artists retain any and all ownership rights they may have in and to the Submissions and the Platform shall not be deemed to be the owner of such Submissions as a result of these Terms and Conditions.  

FOR THE AVOIDANCE OF DOUBT, PLATFORM WILL NOT USE ANY SUBMISSION FOR ANY COMMERCIAL PURPOSES BUT RATHER ALL USAGE SHALL BE FOR PROMOTIONAL, MARKETING, ADVERTISING AND/OR EDUCATIONAL PURPOSES ONLY.  ANY COMMERCIAL USE OF ANY SUBMISSION SHALL BE SUBJECT TO FURTHER AGREEMENT BETWEEN ARTIST AND PLATFORM AND SHALL REQUIRE ARTIST’S WRITTEN CONSENT.

Song and Entry must be the original work of the Artist, 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, Artist must obtain any and all releases and consents from any and all co-writers, and any songwriter and other parties (e.g., co-producers, band members) necessary to permit the use and exhibition of the Song/Entry by the Platform in the manner set forth in these Terms and Conditions. The Platform reserves the right to request proof of these permissions in a form acceptable to the Platform from any Artist and/or co-writers at any time and, at its discretion, to disqualify any Submission they determine, in their discretion, fails to satisfy any of the above requirements. 

The Artist/User shall not create more than 3 (three) Artist/User Platform Account from one electronic device. For the convenience of T&C, this means that the Artist/User shall not create more than 3 (three) his/her accounts and take part in any Contest votinng processes from one device/gadget/IP address. If the User/Artist entered into his/her different accounts (more than 3) from 1 (one) device/gadget, the Company shall have the right to not count/consider such votes for Contest or block such accounts.

4. SONG GUIDELINES

Songs must comply with the following content guidelines:

  • Content cannot promote any activities that may appear unsafe or dangerous;
  • Content cannot be obscene or offensive, endorse any form of hate or hate group;
  • Content must contain artistic and musical performance value;
  • Content cannot contain any material that infringes on the intellectual property rights or other rights of any third party, including, without limitation contractual rights, copyrights, trademarks, rights of privacy, music and/or lyrics owned or administered by any other person or entity, or contain any personal identification such as license plate numbers, e-mail addresses or street addresses;
  • Content cannot contain copyrighted or trademarked materials owned by others (including recordings, sampling or “scratching” and other works published or used on or in websites, television, movies or other media);
  • Content cannot communicate messages inconsistent with the positive goodwill to which Djooky or its Users wishes to associate;
  • Content cannot depict acts or situations, and cannot itself be, in violation of any law or otherwise;
  • The Song cannot be a cover or sample of another artist’s work (i.e. must be original). 
  • The Song, Content, and other uploaded multimedia material should not contain any defamatory or disparaging material. 
  • Content cannot directly or indirectly promote a third party commercial product, or contain a third party commercial product endorsement.
  • Obscene, indecent, or in any other way offensive content will be removed from the platform. 

The Platform reserves the right in its discretion to estimate the rate and/or severity of the inappropriateness of the Content, and if it exceeds the level needed to convey a thought or to express the idea of the Content, or otherwise, the Platform shall have the right to remove such Content without Artist's/Songwriter's permission.

5. CONSENT TO USE IMAGE(S) OF THE USERS

In the case that photographs, illustrations, videos or other objects contain images of the Artist or other User-made (transferred to the Company by the Artist/User) made/uploaded in the scope of his/her cooperation with the Djooky Platform (the "Images"), non-exclusive rights to the Images  are hereby licensed to the Company for its use in accordance with the Terms and Conditions/related to the Platform.

The Company has an inalienable worldwide, perpetual right (which may be licensed, transferred, and provided for use in such manner as the Company will consider necessary) to use, publish, reproduce, perform a public display in digital form, or in any other form, known now or invented later, the Images without limitation, using, in whole or in part, in an original or redone form, without limitation, the corresponding text or visual representation associated with the name of the Artist/User, or any other fictitious name for illustrations, advertising, public use in the fields of art, marketing, publication or any other commercial use. The Artist/User also agrees that any text, audio, sound, action, video, program, effect, etc. that may be associated with its Image in one way or another may be used. Based on the Artist's/User’s consent, the Company guarantees that the Images will not be used for pornographic, obscene, discrediting, or defamatory purposes, and will undertake to control it with all possible commercial and non-commercial means.

The Artist/User waives the right to correct the Images or interfere with the Company's right to use the Images as allowed hereunder. The Artist/User agrees to retouching, dimming, distortion, and the use of optical illusions per the Company’s discretion in the process of preparing the publication of the final version of the Images.

The person signing this Terms of Use enters into an agreement with the Company and guarantees that (i) if the Artist/User signs the Terms of Use, he/ she has reached the age of majority and has the right to sign the Terms of use on his/her own name in accordance with the laws in force at the territory of his/her residence, (ii) the person signing this Terms of use has carefully read the Terms of use, (iii) the Artist/User confirms that he/she will not contest the copyright, trademark and property rights to the Images owned by the Company.

6. CONTENT

Any and all audio, text, photos, pictures and other content that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter "Content") is generated, owned, licensed and/or controlled subject to the rules and the regulations of the Platform. 

All content on the Platform, including in particular Songs uploaded/downloaded directly to the Platform by Artist/Songwriter are protected by copyright laws, copyright registrations, trademarks, patents, trade secrets, know-how and contracts relating to intellectual property. Any unauthorized use of Content is a violation of the applicable laws and these Terms of Use.

All content, trademarks, product names, company names, and/or logos on the Platform are the property of their respective owners. Neither other authors nor the Company grants you any express or implied permission to use the Content that does not belong to you.

Without prejudice to the conditions set forth in your use of the Platform you must not, and must not permit any third party to, upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights, or to release, broadcast or otherwise "leak" the Content prematurely/contrary to the Platform rules and guidelines. In particular, any unauthorized use of copyright-protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution (and possible damages and attorneys fees) by or on behalf of the relevant rightsholder.

If you violate the intellectual property rights of the Company or third parties, you shall be solely responsible for all direct and indirect damages suffered by the rightsholders in the framework of civil, administrative, and criminal liability due to the applicable law.

7. SELECTION OF ENTRY, RANKING, AND JUDGING PHASE

Upon registering, Users will be presented with a list of Entries submitted by the Artists/Songwriters for Djooky Music Awards. While browsing the Entries, Users will not be able to see which country each Entry represents. This information will be seen on the Artist’s/Songwriter’s Profile screen. 

However, the Entries can be filtered by country, by continent or by genre. Users may now start creating their favorite shortlists and ranking the Entries.

To add an Entry/Song to favorites shortlist, a User shall tap on the star near each Entry. To delete an Entry/Song, a User shall swipe left and the list will not show this Song to the User again. The User may listen to the list of Entries by using scrolltop without swiping left or right. 

Upon registration, all users will be given 100 Voting Points (VPs). VPs are points which Users allocate to the Entries they believe will have the best chances of topping the charts. The amount available for ‘ranking’ (100 VPs) will be shown in the VP box icon of a User account. A User allocates VPs available to them according to their taste and expertise in music.

Users can allocate up to 100 VPs freely to express their personal preferences on any Entry. Based on the points allocated across all users an Entry song ranking will be created in real-time. Entry ranking determines the Song position in the national, continental, and global charts. Charts are a list of Entries in the order of ranking (hereinafter - Charts). If several songs have equal ranking points the Entry which was uploaded later occupies the highest position.

At this stage, the Artists/Songwriters are allowed to change their Entries to another uploaded Song in their Profile. This may happen if an Artist/Songwriter sees that Users who visited his/her Profile are increasingly expressing their appreciation of a Song different from the one an Artist/Songwriter had previously chosen as an Entry. The option of changing an Entry by the Artist/Songwriter will become unavailable 24 hours prior to the beginning of the voting.

Users may also go to an Artist’s/Songwriter's Profile to see which country the latter represents and listen to all other Songs uploaded by the Artist/Songwriter. The Users may express their appreciation of a Song from the Artist’s/Songwriter’s playlist by clicking ‘heart’ by the song they like. 

8.1. DJOOKY MUSIC AWARDS WEEKLY COMPETITION

Artists can now win weekly cash prizes by uploading their original Songs, except for those Songs that have already won Seasonal cash prizes (the definition below). The weekly competition begins at 00:00:00 GMT Monday and lasts until 23:59:59 GMT Sunday (hereinafter - "Weekly competition"). The top three global songs ranked by VP at the end of this period will be awarded $300, $200, and $100 respectively (hereinafter - "the Prize"). Any fraudulent voting will be identified by Djooky's algorithms and those songs will be disqualified. The Artist can win a Prize with his/her original Song no more than one (1) time per season (which is four periods during the year) in which the Contest takes place, for the particular Song. Meaning if an Artist has already received a weekly cash prize ($300, $200, or $100) they are not eligible to win a weekly cash prize again until a new season. If the Artist appears in the top 3 global charts again during the given season, (s)he is skipped over for the prize and the next Artist in the charts receives this prize

Prize payments for winning the weekly competition are governed by the following strict rules: 

1) The Artist is responsible for the specified bank details, as well as the specified country, genre, and any other details related to his/her Song. 

2) If the Artist has incorrectly indicated his/her bank details, and the Prize for winning the competition has already been sent by the Company, the Company is not obliged to resend the Prize.

3)The Company reserves the right, but not the obligation, to resend the Prize to the Artist, after deducting all payments and bank charges incurred by the Company in connection with the sending of the Prize using the Artist bank details, indicated by the Artist incorrectly. 

4) Artist bank/payment system details for receiving the Prize CANNOT be repeated and/or be used by other Artists. Each Artist must have the individual bank details for such an occasion. If several different Artists indicated the same bank details, the Company has the right to stop the payment of Prizes to such Artists, until the circumstances are clarified. 

5) Artist has to provide the Company with a personal (individual) or business bank account for the receiving of the Prize. Such a bank account cannot be a bank account of any other third party, including relatives.     

8.2. DJOOKY MUSIC AWARDS HITHUNTER COMPETITION (definition and reward)

The HitHunter competition begins at 00:00:00 GMT Monday and lasts until 23:59:59 GMT Sunday (hereinafter - "HitHunter competition").

HitHunter competition has been designed for users to vote through allocating ‘Hit Points’ (HPs) to Songs which they believe will grow to be popular on the platform and in turn, improve their own ranking among Users (hereinafter- "HitHunter"). Each user is granted 100 free HPs which resets each week, with cash rewards in the amount of $100, $75, $50, $25, and $10 for the top five continental winners (hereinafter - "the Reward").

A grand prize of $1000 will be granted to the world’s ultimate HitHunter in the final global round of the HitHunter competition which starts on 26 of May, 2022 and ends on 29 of May, 2022, with $500, $250, $100, and $50 being presented to users finishing second, third, fourth, and fifth places.

Any fraudulent voting will be identified by Djooky's algorithms and those HitHunters will not receive the Reward.

Reward payments for winning the weekly competition are governed by the following strict rules: 

1) The HitHunter is responsible for the specified bank details, as well as the specified country and any other details related to his/her account. 

2) If the HitHunter has incorrectly indicated his/her bank details, and the Reward for winning the competition has already been sent by the Company, the Company is not obliged to resend the Reward.

3)The Company reserves the right, but not the obligation, to resend the Reward to the HitHunter, after deducting all payments and bank charges incurred by the Company in connection with the sending of the Reward using the HitHunter bank details, indicated by the HitHunter incorrectly. 

4) HitHunter bank/payment system details for receiving the Reward CANNOT be repeated and/or be used by other HitHunter. Each HitHunter must have the individual bank details for such an occasion. If several different HitHunter indicated the same bank details, the Company has the right to stop the payment of Reward to such HitHunter, until the circumstances are clarified.

5) HitHunter has to provide the Company with a personal (individual) or business bank account for the receiving of the Prize. Such a bank account cannot be a bank account of any other third party, including relatives. 

9. User Ranking - HitHunter

Based on how early a User defines a future top of the Charts hit, and how many points allocated through ‘ranking’ Entries by Hit Points (HPs), the Platform will create a User ranking that is available for all Users in real-time. The minimum amount a User may allocate on one Entry is 1 HP. The maximum amount available for allocation investment on one Entry is 100 HPs. Users may change their mind and re-allocate their HPs as they please. This will have an effect on their User ranking. User ranking is calculated based on the following formula:

Users may only ‘rank’  the Entries nominated for the Awards. If an Artist changes Entry at this stage, the HPs allocated in the previous Entry will be released. The previous Entry will be removed from the Charts.

The Entry from each country, which scores the most VPs from Users of the Platform shall be the Top One Entry of the National Chart. Continental and Global Charts will be formed according to the same criteria.

National Voting Round

The National Voting Round starts on Monday, May 16, 2022, at 00:00 GMT. Voting takes place online within the Djooky App. The voting window will last for 120 hours. All registered Users will receive a push notification with the reminder to cast their vote for their favorite Entries in their country of registration. 

Users will not be able to cast votes for Entries from other countries.

Once the Voting window opens, Users will be given 100 VPs weekly to allocate to the preferred Entries from their country in the voting screen of the Djooky App. The process of points allocation is exactly the same as allocating preference points in the Favorites list. A User may allocate a maximum of 100 VPs weekly to one Entry or spread them between several Entries.

In each country, the Entry which has received the highest number of points from the national audience shall be ranked first and is deemed to be the winner who qualifies for the continental final together with the second and third place Entries.

(If only one Entry participates in the national voting round it automatically qualifies for the continental voting round.)

List of countries eligible to take part in the national voting round is here https://www.un.org/en/member-states/.

Along with the announcement of National Winners, Top National HitHunters will be announced.

A Top National HitHunter is defined as the User who has the most ranking based on their pre-voting prediction and calculated according to the Djooky formula (section “Ranking” on Djooky Website and Djooky App).

Continental Voting Round

Continental Voting Round starts on Saturday, May 21, 2022 at 00:00 GMT. The presented list of Entries will include only the top three Entries which won in the national voting rounds of the respective continent.

Voting takes place online on the Djooky App and Djooky Website. The voting window will last for 120 hours. All registered Users will receive a push notification with the reminder to cast their vote for their favorite Entries from the continent to which their country of registration belongs. 

Users will only be able to vote for the Entries from their continent. Users can vote for the Entries from their country. Users will be given 100 VPs weekly to allocate to their favorite Entries.

Please note that eligibility to take part in a certain continental vote is based on the United Nations Geoscheme where Northern America, the Caribbean, and Central America together form the geographic continent of North America; and Oceania includes the sub-regions Australia and New Zealand, Melanesia, Micronesia, and Polynesia.

Djooky Music Awards will host six Continental Voting rounds.

The top continental HitHunter is defined as the User who has the most ranking based on their pre-voting prediction and calculated to Djooky formula (section “Ranking” on Djooky Website and Djooky App).

Global Voting Round

Global Voting Round starts on Thursday, May 26, 2022 at 00:00 GMT. Voting takes place online on the Djooky App. The voting window will last for 96 hours. All registered Users will receive a push notification with the reminder to cast their vote for their favorite Entry from the list of six continental finalists. 

Users can vote for any country competing in the global voting round. Their votes determine 50% of the outcome. The professional panel of judges will determine 50% of the outcome. The panel of judges consists of 4 permanent members invited by the Djooky Music Awards organizers for their long service and recognized work within the global music industry. 

The panel of judges will be given the number of points equal to the total number of points given to all platform Users which will be equally split between five judges to allocate as they please to the 18 competing Entries.

The Entry which has received the highest number of points from the Users and judges shall be ranked first and is deemed as the winner of the Global (Grand) Final.

After the voting window closes, the global Djooky Music Awards Winner will be announced.

Also, the Top Global HitHunter will be announced.

The top Global HitHunter is defined as the User who has the most ranking based on their pre-voting prediction and calculated according to the Djooky formula (section “Ranking” on Djooky Website and Djooky App).

The Contest Winner 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 the Platform, which must be returned within fourteen (14) business days of date appearing on Winner notification.

Return of Winner notification as undeliverable, failure to sign and return requested documentation within the specified time period, the inability of the Platform to contact a Contest Winner within a reasonable time period or noncompliance with these Terms and Conditions by the Contest Winner will result in disqualification and, at the Platform’s sole discretion, a Runner-Up Winner may be notified. In the event a Contest Winner is an eligible minor in his/her jurisdiction of residence, the Platform 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 the award recipient set forth herein.

10. HITHUNTER FREE AND SUBSCRIPTION MODELS

A) Free Model

Each registered user on the Djooky Platform (“User”) will automatically receive 100 Hit Points (“HPs”) in their account every day at 00:00:00 GMT for each week during a Preliminary Round of the Competition. Hit Points are what a User allocates to songs based on his or her assessment of a song’s likely popularity (its “success”).  Each User will also receive 100 HPs weekly during the Global Round of the Competition. HPs cannot be accumulated. Any HPs remaining from a previous Round will be deleted each Sunday or the last day of the Round at 23:59:59 GMT (“use ’em or lose ’em”). 

The User’s goal is to allocate HPs to as many successful songs (determined as set out below) as pos­sible during a Round.  The User can allocate one or more HPs to each song (10 songs maximum) that the User believes will be successful during the relevant Round. 

Each User is also allocated 100 Voting Points (“VPs”) in their account every day at 00:00:00 GMT for each week during a Preliminary Round of the Competition and at the beginning of each Global Round of the Competition.  Like HPs, VPs cannot be accumulated.  VPs are different from HPs; they are what a User votes in favor of a song based on that song’s appeal to that User.  The User can vote one or more VPs for each song (10 songs maximum).  

It is possible for a User to allocate HPs to a song and vote VPs for the same song, but there is no requirement for the User to do so (i.e., a User may think that a particular song will be successful, even though it is not appealing to him or her, and so s/he may allocate a large number of HPs to that song but vote no VPs in favor of it).  We anticipate that Users will allocate HPs and vote VPs in favor of the same songs during the Free Model, but differences will appear between HPs and VPs during the Subscription Model (described below).

A User’s ranking, among all Users, is determined as follows:

For a particular User (“Investor”) who has allocated one or more HPs in favor of a song (“Song”), let:

A be the sum of VPs allocated to the Song at the same time as and after the Investor’s HP allocation,

B be the sum of VPs allocated to the Song before the Investor’s HP allocation, and

X= A+1/B+1

FORMULA

The Investor has up to 100 HPs s/he can allocate in favor of one or more songs, denoted as. A fraction of an HP cannot be voted in favor of a song. The Investor is free to reallocate HPs throughout the period, but s/he will no longer generate User Points with respect to a Song if all HPs are removed from that Song (or the amount of User Points s/he generates with respect to that Song will decline in proportion to the amount of HPs s/he reallocates).

The Investor allocates HPs to N songs, so index i is added to denote each song.  The Investor’s rank is based on the number of User Points (“UPs”), determined as follows:

FORMULA

A Song is “listened” to if a User has played that song for a minimum of 10 seconds. “Listens” only begin counting for an Investor after s/he allocates HPs to the Song (meaning that “listens” starts at 0 at the time of allocation).

A Song is “shared” if a User clicks the share icon in the app.  Each User may share the Song as often as s/he likes, but such User’s “shares” will only be counted in calculated UPs up to 20 times per day.  So, if a User shares a Song 30 times in one day, only 20 “shares” of that Song will be counted in calculating UPs. “Shares” only begin counting for an Investor after s/he allocates HPs to the Song (meaning that “shares” starts at 0 at the time of allocation).

The values 𝑎, 𝑏, 𝑐, 𝑟 and q are calculated using formulas that adjust based on the number of VPs voted in favor of a song to which an Investor allocates HPs.  For example, a lower 𝑎 will give the Investor more User Points when fewer VPs were voted in favor of the Song at the time s/he allocated HPs to that Song, while a higher 𝑐 will give the Investor more User Points as more VPs are voted in favor of the Song on and after s/he allocated HPs to that Song.

Example 1: An Investor is one of the first to notice a Song.  There are already 30 VPs voted for the Song (out of a total of 1,000 VPs voted for all songs), so the Investor decides to allocate 50 HPs to the Song, meaning A=30 and B=30.  The Song has been listened to 20 times and shared 5 times (but this is not relevant in calculating UPs; “listens” and “shares” only matter in calculating an Investor’s UPs after s/he has allocated HPs to that Song).  Plugging in all the values, as soon as the Investor allocates HPs, s/he will receive 0.002575 UPs. 

A few days later, the Investor notices the Song is becoming very popular.  It now has 5,000 VPs voted for the Song (out of a total of 20,000 VPs voted for all songs), so A=5000 and B=30.  The Song has been listened to 300 times and shared 50 times after the Investor’s allocation of HPs to that Song. The Investor’s initial 0.002575 in UPs has grown to 3,177.24 UPs.

The Investor decides to allocate another 20 HPs to the Song.  Since this is a new allocation decision, A and B are recalculated, with A=5,000 and B=5,000 (“shares” and “listens” start again at 0).  This new allocation only yields the Investor 0.0125 UPs.  However, if the value A continues to grow, as well as “listens” and “shares” (B stays fixed at 5,000), then the Investor will also realize a growth in UPs for this second allocation.

Example 2:  The Investor notices a relatively popular Song, and s/he decides to allocate 90 HPs right away. The song has 1,000 VPs out of 10,000 total VPs, so A=B=1,500. This initial investment yields 0.005175 UPs.

A couple days go by and the Song does not receive as much attention as the Investor hoped. The Song received another 500 VPs, has been listened to 20 times, and has been shared 10 times since the Investor allocated HPs. However, the total number of VPs for all songs has risen to 50,000. This means A=2,000, B=1,500, which increases UPs from the initial 0.005175 to only 50.5386 UPs—a significantly smaller increase than in Example 1 when the Investor allocated HPs early to a Song that became very popular.

Example 3:  Refer again to Example 1. In this Example 3, the Investor changes his/her mind about allocating the full 50 HPs to the Song after the Song has received 1,000 VPs (A=1,000, B=30), all songs at this time have received 5,000 VPs, and the Song has been listened to 60 times and shared 10 times after his/her initial allocation. At this point, the initial 0.002575 UPs have grown to 565.08 UPs with respect to the Song. The Investor decides to withdraw 25 of the initially-allocated 50 HPs. This means that s/he keeps the 565.08 UPs, but from the time of reallocation, her calculation with respect to the Song is based only on 25 HPs.  As a result, a few days after the reallocation of HPs, s/he will have only generated 1,711.51 UPs in total with respect to the Song (instead of the 3,177.24 UPs, like in Example 1, if s/he had kept the full 50 HPs allocated to that Song without making any changes). Presumably, the 25 reallocated HPs will be transferred by the Investor to a new song, which itself will generate UPs.

The top-five ranked Investors for (i) North America, (ii) South America, (iii) Europe, (iv) Asia, (v) Africa, and (vi) Oceania (including Australia, New Zealand, and surrounding islands) will each receive a cash prize at the end of each week during the Preliminary Rounds ($100, $75, $50, $25, $10); and the top-five ranked Investors at the end of the Global Round will each receive a cash prize at the end of the Global Round ($1,000, $500, $250, $100, $50). If there are ties, prizes will be shared among the winning Investors.  For example, if there is a tie among 3 people for first place, the top 3 cash prizes will be divided among them. If there is a tie among 3 people for fifth place, the fifth cash prize will be divided among them.    

11. CONTEST AWARD

Djooky has prepared a special round of prizes for Global finalists! All 18 songs in the Global Round will be combined to create a special playlist, which will be auctioned off as an NFT. The proceeds of the auction will be split among the bottom 15 entries.

The top 3 songs will each have their own NFT auction, but with a bonus artwork created by a digital artists.

This gives the finalists an opportunity to receive even a bigger prize than in the previous seasons, as well as provide a unique incentive opportunity for their fans.

12.LICENSE/USE OF SONGS

By uploading a Song(s), Artist (including all band and/or group members comprising Artist, if applicable) grants the Platform, its designees, assignees and licensees a non-exclusive, worldwide, perpetual, irrevocable, gratis/royalty-free, sub-licensable, transferable right to exploit the copyright in the recording and the underlying composition thereto  solely for the non-commercial purposes of the advertising, publicity and promotion of the Artists/Songwriters Songs and promotion of the Company, Platform and Contest in any media now known or hereafter developed, with respect to the Songs, including without limitation the right to edit, publish, use, adapt, exploit, perform, modify, copy, disseminate or dispose of any Songs, the compositions embodied therein or any elements thereof, online (including, without limitation, other sites owned by the Platform and third party websites), in print, film, television, or in any other media now known or hereafter devised, worldwide in perpetuity without permission or notification to Artist (including all band and/or group members, if applicable) or any third party of any kind, unless otherwise specified by the Platform, except as prohibited by law. Notwithstanding the foregoing, for sake of clarity in the case Company will decide/have opportunity to use the Song in/for commercial purposes, the Company may send a separate license agreement to the Artist with specific conditions of such usage. If the Artist will not respond (“opt out”) to such agreement within seven days, it will mean that Artist provides Company with an irrevocable, perpetual and worldwide, non-exclusive license to administer and use the Song of such Artist in any commercial purposes on the terms of an industry standard royalty compensation basis related to such opportunity.

The Platform shall not be responsible for any unauthorized third-party use of any Song. The Platform shall not guarantee that any Song made will be posted. Artists/Songwriters retain any and all ownership rights they may have in and to the Songs.

WITHOUT LIMITATION OF THE FOREGOING AND FOR THE AVOIDANCE OF DOUBT, THESE TERMS AND CONDITIONS SHALL NOT TRANSFER ANY OWNERSHIP IN AND TO THE SUBMISSIONS TO THE PLATFORM.  

13.NATURE OF RELATIONSHIP

Nothing in these Terms and Conditions or any other agreement with Artists shall be deemed to create an employment or agency relationship between any of the Released Parties or the Platform and Artists. Artist agrees that he/she shall not look to the Released Parties or the Platform for any compensation, employment and other benefits. Artist hereby acknowledges and agrees that the relationship between Artist and Platform and any of its designees is not a confidential, fiduciary, or other special relationship, and that Artist's decision to provide a Submission does not place the Platform or any of the Released Parties in a position that is any different from the position held by members of the general public.

14.PUBLICITY RELEASE

Participation in this Contest constitutes permission (except where prohibited by law) to use Artist's names, likenesses, voices, performances, award received, photographs, statements and biographical information (all at Platform's discretion) for future advertising, publicity and other purposes relating to this Contest in any and all media now or hereafter devised throughout the world in perpetuity, without additional compensation, notification or permission.

15.REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to Company as follows: 

1) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary (including from any collaborators) in order to use at any and all times during any applicable use, and (if and where relevant) to authorize Djooky to use Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for listening offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Platform, any and all Services and any Linked Services, any media platforms and services, etc.

2) Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

3) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in/contributing to Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same - and allow Company to use - on the Platform and via any Linked Services, etc.

4) Your Content is not and will not be unlawful, abusive, libelous, defamatory, pornographic or obscene, will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation and will not contain inappropriate language.  

5) Your Content does not and will not create any liability on the part of Company, its subsidiaries, affiliates, successors, and assigns, and its/their respective employees, agents, directors, officers and/or shareholders. Company reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

6)  For sake of clarity, the uploaded Content does not contain any "samples" of third party music, lyrics, sounds, beats, images, or any other art materials that have not been legally cleared in advance in writing, including, but not limited to, mixtapes, DJ tracks, etc.

Every Artist/Songwriter is given the right to freedom of speech and expression, but the language must respect Djooky's users and the environment. While they may be common in contemporary music, certain phrases and slang based on racial, gender, and sexual identity should be considered contextual for the Artist/Songwriter who chooses to use them. The language that deliberately demeans others on the basis of race, gender, sexual identity, or other protected group is not acceptable.

16.RELEASE OF TECHNICAL LIABILITY

The Platform shall not be responsible for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete Submissions, all of which will be void. The Platform shall also not be 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 the Platform 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 mail or other communications which may limit Artist's ability to participate in this Contest. Released Parties and the Platform 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 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.  The Platform reserves the right in its sole discretion to extend the deadline for Submissions on a case-by-case basis to address any technical problems (e.g., payment errors).

17.RIGHT TO TERMINATE & MODIFY

The Platform reserves the right to modify, suspend or terminate the 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. The Platform 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 Artist or User, the Platform or any of its representatives or to otherwise be acting in violation of these Terms and Conditions and void all associated Submissions.

The Platform shall reserve the right to change, alter, replace or otherwise modify these Song Contest Terms and Conditions at any time, for example, to address legal or regulatory changes or changes to features or functionality made available through the Platform, at our discretion. It is your responsibility to check this page from time to time for updates.

The Company may, in its sole discretion, modify or revise these Terms and Conditions at any time, and you agree to be bound by such modifications or revisions. You agree to review the Terms and Conditions periodically to be aware of such modifications and your continued use of the Platform shall be deemed your conclusive acceptance of the modified Terms and Conditions.

The Company has right, but not the obligation, when make any material changes to these Contest Terms and Conditions, to provide you with prominent notice under the circumstances, including for example displaying a notice within the Platform and/or by sending you an email to the email address that you have provided us or a message to your Platform account. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account, your continued use of the Platform will constitute your acceptance of the revised Song Contest Terms and Conditions and such changes will automatically apply to you.

18.BLOCKING AND REMOVAL OF CONTENT

Notwithstanding the fact that Djooky has no legal obligation to monitor the content on the Platform, Djooky reserves the right to block, remove, adapt or delete any content at any time (all or in part), and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use or applicable law, or is otherwise unacceptable to Djooky.

Please also note that individual Users have control over the audio content that they store in their account from time to time, and may remove any or all audio content or other content without notice. You have no ongoing right of continued access to any particular item of content that has been removed, and Djooky shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Djooky or the relevant user.

19.MISCELLANEOUS

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. 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 Artist 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.

Any attempt by an Artist to deliberately damage any website or undermine the legitimate operation of this Contest is a violation of criminal and civil laws. Should such an attempt be made, the Platform reserves the right to seek damages and other remedies (including attorneys' fees) from any such Artist to the fullest extent permitted by law and to disqualify such Artist from the Contest.

20.SIMILAR ENTRIES

By making a Submission, the Artist acknowledges and agrees that the Platform may obtain many Submissions under this Contest and that such Submissions may be similar or identical in theme, idea, format or other respects to others submitted under this Contest and/or created or developed by the Platform on its own or by those working on the Platform’s behalf, and/or other promotions staged and/or led by the Platform, and waive any and all claims Artist may have had, may have, and/or may have in the future, that any similar Submission/Entry, Song and/or other works accepted, reviewed and/or used by the Platform (or its designees) may be similar to Artist's Submission. Artist acknowledges and agrees that the Platform 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 Artist's Submission.

21.PERSONAL DATA

Any information collected from the Contest shall be used only in a manner consistent with the consent given by the Artist at the time of Submission, with these Terms and Conditions, and with the Platform’s Privacy Policy, and the Terms of Use (such Privacy Policy and Terms of Use are incorporated herein by reference). Each Artist expressly agrees to the use of his/her personal information for such purpose. By participating in the Contest, Artists (i) agree to be bound by these Terms and Conditions, including all eligibility requirements, the Privacy Policy and the Terms of Use, and (ii) agree to be bound by the decisions of the Platform, which are final and binding in all matters relating to this Contest.

Failure to comply with these Terms and Conditions may result in disqualification from this Contest. The Platform reserves the right to permanently disqualify any Artist and/or any other person it believes has intentionally violated these Terms and Conditions and void all associated Submissions. The following information will be collected from each Artist for the purpose of administering the Contest, and may also be used by Released Parties and their affiliates to contact the Contest Winner: Artist name, date of birth, mailing address and email address. The Released Parties will not sell, share or otherwise disclose information collected in any manner with third parties, other than those parties necessary to fulfill the above purposes, unless entrant has given his prior express consent to receive additional information from the Released Parties or a third party. If an Artist does not provide the mandatory data required during entry registration, the Platform reserves the right to disqualify the Submission. Artists have a right of access to, modification and withdrawal of their personal data. Artists also have the right of opposition to the data collection, under certain circumstances, in accordance with applicable law. To exercise such right, an entrant may write to: the Platform, support@djooky.com ("Data Controller" and "Data Recipient"). The Released Parties will take all steps reasonably necessary to ensure that Artists' personal information is treated securely and in accordance with Platform's Privacy Policy and these Terms and Conditions.

22.SEVERABILITY

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

23.RELEASE OF LIABILITY

By entering the Contest, Artist agrees to release and hold harmless the Platform and 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 the Platform’s and Released Parties' use of any of the rights granted herein (including, but not limited to, any claims arising out of the use of third party content and any claims of copyright infringement). The Platform and Released Parties assume no responsibility for the conduct of any Artist or the responses of anyone appearing in any Submission/Entry.

24.DISCLAIMER

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS, THE SERVICES OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

WHILST DJOOKY USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO DJOOKY’S ATTENTION, DJOOKY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. DJOOKY DOES NOT WARRANT THAT:

  1. YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
  2. DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,
  3. ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOADING OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, 
  4. YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION,
  5. THE QUALITY OF THE PLATFORM AND RESULTS OF YOUR INTERACTION WITH THE PLATFORM WILL FULLY MEET YOUR EXPECTATIONS AND NEEDS,
  6. DJOOKY WILL CONTINUE TO SUPPORT ANY PARTICULAR OPPORTUNITY OF THE PLATFORM.

DJOOKY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

DJOOKY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM:

(A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;

(B) ANY CHANGES THAT DJOOKY MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

(C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY DJOOKY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;

(D) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT, ANY ACT OF GOD/FORCE MAJEURE SITUATION OR LAWS AFFECTING CRYPTOCURRENCIES;

(E) YOUR FAILURE TO PROVIDE DJOOKY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;

(F) ANY MISCONDUCT BY OTHER USERS OR THIRD PARTIES USING THE PLATFORM, ESPECIALLY IN BREACH OF THE AGREEMENT;

(G) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

(H) ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF DJOOKY BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE REASONABLY CONTEMPLATED BY YOU AND DJOOKY AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED IN WRITING TO DJOOKY AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DJOOKY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND DJOOKY, AND THAT DJOOKY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF DJOOKY, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW, IF ADJUDICATED BY A COURT OF LAW.

25.DISPUTES

Except where prohibited by law, Artists agree that any and all disputes, claims and causes of action arising out of, or connected with, the Contest or any award provided shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Delaware, USA.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, your rights and obligations, or the rights and obligations of the Platform in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the USA, without giving effect to any choice of law or conflict of law rules, which would cause the application of the laws of any jurisdiction other than the USA.

Under no circumstances will Artist be permitted to obtain awards for, and Artist hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Artist's actual out-of-pocket expenses (i.e., costs associated with participating in this Contest), and Artist further waives all rights to have damages multiplied or increased.

PROVIDED BY: DJOOKY, INC., ([email protected])