Last modified: September 22, 2017

Overview

1. These terms and conditions (the "Audition Rules") apply to your participation in the audition stage (" Audition") of the worldwide talent search competition entitled "Megastar," which is being run by MSM Music Inc. and its personnel ("MSM" or "Sponsor") of 1440 Broadway, Suite 750, Oakland, CA 94612 ("Worldwide Competition").
2. The Audition stage of the Worldwide Competition is comprised of five (5) week-long heats (each a "Heat," collectively, the "Heats"). The Heats will commence on September 30, 2017 and end on November 4, 2017. Up to a maximum of one thousand (1,000) Heat winners (the "Heat Winners"), selected in accordance with these Audition Rules, will go through to the first stage of the Worldwide Competition, which is governed by a separate set of official rules and ultimately has a grand prize of one million dollars ($1M USD) (subject to the terms of these Audition Rules and agreement to the terms and official rules of the Worldwide Competition).
3. You agree and acknowledge, as a condition of your participation, that Apple® Inc., Facebook® Inc., Google®, Inc., and YouTube, LLC, as well as any other third party that is not part of MSM or its group of companies, and their owners directors, officers, employees, contractors, agents, representatives, parents, subsidiaries, attorneys, insurers, and associated corporations and entities (collectively, the "Social Media Group") are not sponsors of the Audition and Worldwide Competition nor do they endorse or administer the Audition and Worldwide Competition, nor are they in any way associated with the Audition and Worldwide Competition. All questions regarding the Audition and Worldwide Competition must be directed to MSM, not Apple® Inc., Facebook® Inc., Google®, Inc., or YouTube, LLC. You also agree that as a condition of your participation, you shall release the Social Media Group from any and all liability arising out of or relating to your creation and/or submission of a video, whether accepted into the Audition or Worldwide Competition or not, participation in the Audition and Worldwide Competition, acceptance, use, or misuse of any prize, or the broadcast, exploitation, or use of any Submission Video (as defined in paragraph 8).

Eligibility

4. The Audition is open only to eligible individuals who, at the time of entry and throughout the Audition:
4.1 are a legal resident and physically located in Australia, Canada, England, New Zealand, Scotland, the Republic of South Africa ("South Africa"), United States of America ("United States" or "U.S."), or Wales;
4.2 are at least eighteen (18) years old in Australia, England, New Zealand, Scotland, South Africa, United States, or Wales, the age of majority in the Canadian province or territory in which you are a resident (eighteen (18) years old in Alberta, Manitoba, Ontario, Prince Edward Island, and Saskatchewan and nineteen (19) years old in British Columbia, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, and Yukon);
4.3 are an existing user of the Megastar™ App who has a registered account ("Account") and authenticated that Account on Facebook (to download the App, please visit the Apple App Store or the Google Play Store);
4.4 has at least one (1) video on their mobile phone or has an account with YouTube and has uploaded at least one (1) publicly available video to that YouTube account, which falls into one of the categories set forth in paragraph 9; and
4.5 at all times abide by these Audition Rules
(a "User").
5. If a User is entering on behalf of a group, the User must ensure he/she has the consent of all members of the group and all members of the group must be a resident of and be physically located in a permitted jurisdiction and have reached the age of majority in their respective jurisdiction.
6. The Audition is not open to residents of any country other than those set forth in paragraph 4.1 and is not open to residents of Quebec, Northern Ireland or the following U.S. States: Alaska, Arkansas, Delaware, Louisiana, Maryland, Montana and Tennessee. Officers, directors, members, managers, employees, representatives, and agents of MSM and each of its respective parent companies, affiliates, subsidiaries, franchisees, fulfillment agencies, and any other companies associated with the design or execution of the Audition (the "Audition Entities"), as well as each of their Immediate Family Members (as defined below) and Household Members (as defined below) are not eligible to participate in or win the Audition. "Immediate Family Members" shall mean spouse, parents, step-parents, legal guardians, children, step-children, siblings or step-siblings and each of their spouses regardless of where they reside. "Household Members" shall mean those people who share the same residence at least three (3) months a year.
7. The decisions of MSM regarding all elements of the entry process, the Audition, including the Heats, and the Worldwide Competition shall be final and binding.

How to Enter a submission Video

8. During the Audience Votes Phase of each Heat (as defined below and set forth in Table 1), Users can enter a Heat by selecting one (1) video from their YouTube account or from their mobile phone that adheres to MSM's Community Guidelines, which includes compliance with the YouTube terms and conditions, and uploading the video to the Megastar™ App, which is available to download from the Apple App Store or the Google Play Store, as follows:
8.1 tap on the Competition Screen of the Megastar™ App;
8.2 tap "Submit";
8.3 if you have not already done so, please provide your legal name, telephone number, email address, age, and country, and province of residence;
8.4 choose an appropriate category (as set forth in paragraph 9 below) for your performance;
8.5 give MSM permission to access your media library and choose a video from the list of videos on your mobile phone; or
8.6 connect to YouTube and give MSM permission to access your video list. A list of your YouTube videos that are public will then be displayed; and
8.7 tap on a video to confirm that is the video you want to submit
(a "Submission Video"). Users may also upload a Submission Video for the Heat starting at 21:00:00 UTC on the Thursday before the respective Heat starts. Any Submission Videos submitted prior to the Heat starting will not be visible on the Megastar™ App until the Heat commences and will not be available for viewing and voting by registered users of the Megastar™ App ("App Users") until the respective start time for that Heat. Before appearing publicly to all Users, Submission Videos uploaded directly from a User's mobile phone will go into a queue for review to ensure the video meets MSM's Community Guidelines. Reviews will take place at least once per day at 13:59:00 UTC.
9. A Submission Video must adhere to MSM's Community Guidelines and fall within one of the following seven (7) categories:
9.1 Music (meaning solo singers and groups that include but are not limited to, vocal singers, beatboxers, yodellers and rappers);
9.2 Dance (meaning solo or groups that include but are not limited to, pop lockers, ballet dancers, break dancers, shufflers and belly dancers);
9.3 Sports (meaning non-extreme sporting activities including but not limited to sports tricks, dead weight lifts, and epic slam dunks);
9.4 Extreme (meaning solo or group extreme sporting activities including but not limited to surfing, BMX tricks, skateboarding and base jumping);
9.5 Comedy (meaning solo or group comedians including but not limited to stand up spots, comedic shorts, and double take impersonations);
9.6 Magic (meaning solo or group magicians including but not limited to card tricks, sleight of hand and disappearing assistants); and
9.7 Variety (this category covers all talent not addressed in any of the six (6) categories above. Examples of variety performances include dance theatre pieces, lasso tricks, pro-makeup, and live murals).
When submitting a Submission Video, a User shall determine and choose the most appropriate category, from the list set forth above, that describes their performance. Whether a Submission Video falls within one of the seven (7) categories will be screened by MSM's customer service department at their sole and absolute discretion, and if they determine that a video has been submitted to the incorrect category or contains inappropriate content, MSM may, in its sole and absolute discretion, move the Submission Video to the more appropriate category or remove the submission. All Submission Videos entered for a particular Heat will be entered into the same voting pool regardless of category.
10. Any form of entry other than that set forth in paragraph 8 is void. Proof of linking a YouTube video is not considered proof of entry into a Heat. MSM does not accept any responsibility whatsoever for any technical failure or malfunction or any other problem with any applications, system, server, provider or otherwise which may result in any Submission Videos not being properly received, heard or recorded. Any attempt by a User to obtain more than one (1) Account using multiple/different email addresses, identities, registrations and logins, automated systems, or any other methods may void that User's Submission Video into the Heat and Worldwide Competition and may also result in disqualification, as determined by MSM in its sole and absolute discretion. In the event of a dispute as to any entry, the authorized account holder of the email address associated with the Account used to submit the Submission Video will be deemed to be the User. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Potential winners of Heats or the Worldwide Competition may be required to show proof of being the authorized account holder.
11. Users can delete a Submission Video and upload a new Submission Video during the Audience Votes Phase, but all votes received for the original Submission Video will be lost when it is deleted. After the Judges’ Review Phase begins, Users may still delete a Submission Video, but they cannot upload a new Submission Video for that Heat. Users must email support@msmci.com with the subject "Submission Video Deletion Request" to delete a Submission Video.
12. MSM reserves the right to delete a Submission Video at any time for any reason, including, but not limited to violating these Audition Rules, MSM's Community Guidelines, the Terms of Use of the Megastar™ App or the intellectual property rights of another person or entity.

Submission Video Content Requirements and Restrictions

13. Each Submission Video, in its entirety, must be a work of original material created by a User. By entering a Heat, a User represents and warrants that the Submission Video is an original work created solely by the User, that the Submission Video does not include any material owned by anyone else or otherwise infringe any copyright, trade mark, moral right, right of privacy/publicity or other intellectual property right of any person or entity, and that no other party has any right, title, claim, or interest in the Submission Video.
14. To the extent a Submission Video contains images of people, persons and/or locations, the User represents and warrants that the User has obtained valid and binding release(s) from all required parties and that User will keep the original release(s) and provide a copy to MSM, if requested. MSM is not responsible for any missing, inadequate and/or faulty release(s), including, but not limited to, model, location, and artist releases. If a release is not provided within three (3) days of request, then MSM shall have the right to disqualify the User and remove the Submission Video.
15. Each Submission Video must meet the following requirements: (i) all content of each Submission Video must be the User’s original design and creation or, to the extent that pre-existing material is incorporated into the Submission Video, contain only material that does not infringe on any third party rights; (ii) conform to all applicable licensing and use terms; (iii) not be obscene, indecent, violent, hateful, libellous or contain other offensive or inappropriate content, explicitly or by innuendo, as determined by MSM in its sole and absolute discretion; (iv) not exploit or harm minors in any way, as determined by MSM in its sole and absolute discretion; (v) not infringe on any third party rights or otherwise violate or be prohibited by applicable law or regulation; and (vi) MUST NOT IN ANY WAY PUT THE USER OR ANY OTHER PERSON IN DANGER, INCLUDING WITHOUT LIMITATION, DURING THE FILMING OF VIDEOS AND OTHERWISE, UNLESS THE USER AND PERSONS INVOLVED WITH THE FILMING ARE TRAINED PROFESSIONALS.
16. Each Submission Video also must be in compliance with these Audition Rules, MSM's Community Guidelines, which includes compliance with the YouTube terms and conditions, and the Terms of Use of the Megastar™ App, as agreed to by User during the entry process into the Audition. Sponsor reserves the right to review Submission Videos for content before being published; however, such review does not relieve User from responsibility for compliance with these Official Rules. Submission Videos that do not comply with these Audition Rules, MSM's Community Guidelines, which includes compliance with the YouTube terms and conditions, and the Terms of Use of the Megastar™ App, or that otherwise contain prohibited or inappropriate content, may be disqualified from the Audition. In the event that User’s Submission Video is removed or deemed ineligible, whether by YouTube or MSM, User will automatically lose any votes and will need to re-enter the Heat or a subsequent Heat, as necessary. Even if the Submission Video is in compliance with the YouTube terms and conditions, MSM makes the final determination as to which Submission Videos are eligible to take part in the Audition, and reserves the right to refuse any Submission Video for any reason at any given point in time in its sole and absolute discretion. All such decisions of MSM are binding and final.
17. Users further acknowledge, understand and agree that it is illegal to utilize any sound recordings and their underlying musical compositions (a "Song") in a User's Submission Video, which is not User’s own original creation or for which User does not have the authority to use – this would include, as example, uploading a video of User dancing along to a Song that User has not written themselves or obtained the permission to use. Usage of another individual's Song, even in the limited context of submitting a Submission Video, is illegal unless User has obtained the permission and authorization required to use the Song from all of the parties that hold ownership rights over the Song.
18. In order to avoid having a Submission Video removed, Account blocked, being disqualified from the Audition or further legal action, a list of Songs that Users may make their own rendition of ("Cover") that Users can then include in their Submission Videos are listed in the document titled "Licensed Songs That Can Be Covered," a copy of which is incorporated by this reference and made a part hereof and can be found at https://megastarapp.com/licensedsongs/ (the "Licensed Songs"). For clarification purposes, to "Cover" means the User is recording their own version of a Licensed Song including, but not limited to, any underlying music such as guitar, drum, bass and vocal tracks that create the Licensed Song. Any Submission Video that utilizes any Song other than a Licensed Song must be entirely User’s own original song, and if not, User is solely responsible for obtaining all of the rights necessary to use such Song.
19. Any Submission Video uploaded in violation of the foregoing is subject to immediate removal without notice, forfeiture from the Audition and/or a permanent ban from any further MSM promotions, contests and use of MSM services, as well as any legal action taken by the rightful copyright holders. If Users have any questions as to whether or not they may use a specific Song, please email us immediately at support@msmci.com prior to using the Song. Moreover, Users acknowledge and agree that any Submission Videos submitted hereunder, which includes any of the Licensed Songs, shall be deemed a Work-Made-for-Hire for the original publisher of such song and Users hereby irrevocably assign all and any rights Users may have in the Submission Video to the publisher.
20. USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES (DEFINED IN PARAGRAPH 49) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF (I) USER’S ACTIVITIES, INCLUDING ANY ERRORS AND OMISSIONS, IN CONNECTION WITH THE MEGASTAR™ APP; (II) ANY VIOLATION OF THIS AGREEMENT BY USER; (III) ANY IMPROPER OR UNAUTHORIZED USE OF CONTENT BY USER; (IV) ANY ALLEGATION THAT ANYTHING USER TRANSMITS THROUGH OR IN CONNECTION WITH THE MEGASTAR™ APP INFRINGES OR OTHERWISE VIOLATES THE INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS OF ANY THIRD PARTY; (V) ANY CONDUCT, ACTIVITY OR ACTION ENGAGED IN BY USER WHICH IS UNLAWFUL OR ILLEGAL UNDER ANY NATIONAL, STATE, FEDERAL OR COMMON LAW, OR VIOLATIVE OF THE RIGHTS OF ANY INDIVIDUAL OR ENTITY, ENGAGED IN, CAUSED BY, OR FACILITATED IN ANY WAY THROUGH THE USE OF CONTENT, SERVICE AND/OR INFORMATION PROVIDED AND/OR UTILIZED BY THE MEGASTAR™ APP.

Grant of Rights in Submission Video and Use of Personal Information

21. USER ACKNOWLEDGES AND HEREBY IRREVOCABLY GRANTS TO MSM ALL CONSENTS, LICENCES AND ANY OTHER PERMISSION NECESSARY FOR MSM TO USE A SUBMISSION VIDEO OR ANY PART OF IT, AND ANY PART OF USER’S PROFILE ON THE MEGASTAR™ APP AND TO EXPLOIT THE SAME IN ALL MEDIA THROUGHOUT THE WORLD IN PERPETUITY WITHOUT THE NEED FOR PAYMENT TO USER.
22. USER FURTHER ACKNOWLEDGES BY JOINING THE AUDITION USER WILL BE SHARING HIS/HER PERSONAL INFORMATION WITH MSM. IN ADDITION, BY ENTERING, USER ALSO AGREES TO MSM’S USE OF USER'S PERSONAL INFORMATION IN ACCORDANCE WITH ITS ONLINE PRIVACY POLICY, AVAILABLE AT https://megastarapp.com/privacypolicy/. PLEASE REFER TO MSM'S PRIVACY POLICY FOR IMPORTANT INFORMATION REGARDING THE COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION, WHICH INCLUDES, WITHOUT LIMITATION, PLACING USER’S NAME ON A GOLDEN TICKET RECIPIENTS’, HEAT FINALISTS’ AND HEAT WINNERS’ LISTS AND ON SPONSOR’S WEBSITE AND APP.

How the Auditions and Heats Work

23. The Audition consists of five (5) Heats. The first Heat commences at 21:00:00 UTC on Saturday, September 30, 2017, with the subsequent four (4) Heats commencing thereafter on each following Saturday. Each Heat of the Audition is broken down into three (3) judging phases: Audience Votes Phase; Judges’ Review Phase; and Audience Decides Phase.
24. In the event of a tie during any phase of a Heat, the tie will be broken in favour of the Submission Video that earned the most votes during the entire Heat leading up to and including the phase at issue. If a tie still exists, the tie will be broken in favour of the video which was uploaded onto the Megastar™ App first.
25. The dates of each Heat and corresponding time periods for each phase of a Heat are set forth in Table 1.

Table 1
Heat Audience Votes Phase Judges' Review Phase Audience Decides Phase
1 September 30, 2017, 21:00:00 UTC –
October 4, 2017, 20:59:59 UTC
October 4, 2017, 21:00:00 UTC –
October 5, 2017, 20:59:59 UTC
October 5, 2017, 21:00:00 UTC –
October 7, 2017, 21:00:00 UTC
2 October 7, 2017, 21:00:00 UTC –
October 11, 2017, 20:59:59 UTC
October 11, 2017, 21:00:00 UTC –
October 12, 2017, 20:59:59 UTC
October 12, 2017, 21:00:00 UTC –
October 14, 2017, 21:00:00 UTC
3 October 14, 2017, 21:00:00 UTC –
October 18, 2017, 20:59:59 UT
October 18, 2017, 21:00:00 UTC –
October 19, 2017, 20:59:59 UTC
October 19, 2017, 21:00:00 UTC –
October 21, 2017, 21:00:00 UTC
4 October 21, 2017, 21:00:00 UTC –
October 25, 2017, 20:59:59 UTC
October 25, 2017, 21:00:00 UTC –
October 26, 2017, 20:59:59 UTC
October 26, 2017, 21:00 UTC –
October 28, 2017, 21:00:00 UTC
5 October 28, 2017, 21:00:00 UTC –
November 1, 2017, 20:59:59 UTC
November 1, 2017, 21:00:00 UTC –
November 2, 2017, 20:59:59 UTC
November 2, 2017, 21:00:00 UTC –
November 4, 2017, 21:00:00 UTC
All times are listed in UTC (Coordinated Universal Time)

Audience Votes Phase

26. During the Audience Votes Phase of a Heat, App Users may vote (as set forth in paragraphs 37 to 40 below) on their favourite Submission Videos. Up to two hundred and fifty (250) Submission Videos with the highest number of votes at the time the Audience Votes Phase ends will advance to the Judges’ Review Phase (each, a "Qualified Video" and collectively, the "Qualified Videos"). A Submission Video must have at least one (1) vote in order to progress.
27. App Users shall vote on Submission Videos based on the following criteria:
27.1 (i) creativity (40%);
27.2 (ii) originality (30%); and
27.3 (iii) technical quality (30%)
(the "Judging Criteria"). Application of the Judging Criteria to the Submission Videos shall be at the App User’s reasonable discretion and, as to matters of subjectivity, the App User’s sole and absolute discretion. The App User’s decisions are final and binding in all matters relating to their vote.
28. Qualified Videos will be announced by Sponsor on the Megastar™ App at 21:00:00 UTC on the Wednesday after the start of the respective Heat. Please remember to enable push notifications from the Megastar™ App to stay up to date as the Heat progresses.
29. Submission Videos that are not Qualified Videos will be eliminated from that Heat. A Submission Video that has been eliminated from a Heat may be uploaded again for participation in another future Heat.

Judges' Review Phase

30. During the Judges' Review Phase of a Heat, Qualified Videos will undergo a full internal review by MSM personnel to determine (at the MSM personnel’s sole and absolute discretion) whether the Submission Video as well as all votes obtained comply: (i) with applicable laws and regulations; (ii) these Audition Rules; (iii) MSM's Community Guidelines, which includes compliance with the YouTube terms and conditions; and (iv) the Terms of Use of the Megastar™ App.
31. Provided a Qualified Video complies with the aforementioned conditions, the Qualified Video will undergo judging by a panel comprised of MSM’s executive management and creatives, (the "MSM Judges"). Utilizing the aforementioned Judging Criteria, the MSM Judges will determine whether a Qualified Video qualifies as one (1) of up to two hundred (200) top scoring Qualified Videos (a "Heat Finalist"), which will advance to the Audience Decides Phase.
32. Up to two hundred (200) Heat Finalists will be announced by Sponsor on the Megastar™ App at 21:00:00 UTC on the Thursday after the start of the respective Heat. Please remember to enable push notifications from the Megastar™ App to stay up to date as the Heat progresses.
33. Application of the Judging Criteria to the Qualified Videos shall be at the MSM Judges' reasonable discretion and, as to matters of subjectivity, the MSM Judges' sole and absolute discretion. The MSM Judges' decisions are final and binding in all matters relating to their scoring. Users are prohibited from obtaining scores by any fraudulent or inappropriate means, including, but not limited to, abusing, bribing, and paying MSM Judges, as determined by Sponsor in its sole and discretion.

Audience Decides Phase

34. During the Audience Decides Phase of a Heat, App Users, using the aforementioned Judging Criteria, will vote on their favourite Heat Finalists (as set forth in paragraphs 37 to 40 below). All previously received votes will be reset once the Audience Decides Phase of the Heat commences and each Heat Finalist will start the phase with zero (0) votes.
35. Up to one hundred and fifty (150) Heat Finalists receiving the highest number of votes during the Audience Decides Phase will be ("Heat Winners"). Heat Winners will be announced by Sponsor on the Megastar™ App within twenty-four (24) hours after the applicable Audience Decides Phase ends. Please remember to enable push notifications from the Megastar™ App to stay up to date.
36. Heat Winners will be offered the opportunity to enter into the Worldwide Competition upon entering into further written contracts with MSM, on terms and conditions to be solely determined by MSM. Heat Winners shall not submit any Submission Videos during the subsequent Heats, if any, and any Submission Videos received from Heat Winners will be disqualified from subsequent Heats.

How Voting Works

37. Throughout the Audience Votes and Audience Decides Phases of each Heat as set forth in Table I, but excluding the twenty-four (24) hours during the Judges’ Review Phase, all App Users will receive five (5) votes per day to allocate to their favourite Submission Videos or Heat Finalists.
38. An App User may only use their allotted daily votes on that given day. Any votes remaining at the end of the day will be lost. At 21:00:00 UTC each day of the Audience Votes and Audience Decides Phases of a Heat, as set forth in Table I, votes will be reset and five (5) new daily votes will appear in each App User’s account.
39. An App User may vote for his/her own Submission Video and if a Heat Finalist, may vote for himself/herself. However, an App User may only vote for a particular Submission Video or Heat Finalist once per day.
40. Entrants are prohibited from obtaining votes by any fraudulent or inappropriate means, including, but not limited to, paying App Users to vote for them, as determined by MSM in its sole and discretion.

Golden Tickets

41. The Audition will also feature a Golden Ticket feature, which will award recipients a ticket for the immediate opportunity to enter into the Worldwide Competition (a "Golden Ticket").
42. As identified in paragraphs 8 and 9, during the Audience Votes Phase of each Heat, MSM’s customer service department will screen Submission Videos on a first come, first serve basis as they are uploaded to determine whether the video has been submitted to the incorrect category or contains inappropriate content. During this review, MSM's customer service department will flag Submission Videos ("Flagged Videos"), that have the potential to win a Golden Ticket, based on their sole and absolute discretion, pursuant to the following criteria:
42.1 (i) creativity (30%);
42.2 (ii) originality (20%);
42.3 (iii) technical quality (20%); and
42.4 (iv) market potential (30%).

(the "Golden Ticket Criteria"). There are no limitations on the number of Submission Videos that can be selected as Flagged Videos and such determinations as well as the application of the Golden Ticket Criteria are at MSM’s customer service department's sole and absolute discretion.

43. Each Flagged Video will then be evaluated by a panel compromised of the MSM Judges as well as three (3) celebrity judges Usher, Jeb Corliss, and a 3rd judge who will be announcing prior to November 4th, 2017 (each a "Golden Ticket Judge" and collectively, the "Golden Ticket Judges") pursuant to the Golden Ticket Criteria to determine if the Flagged Video will be awarded a Golden Ticket (each a "Golden Ticket Recipient," and collectively, the "Golden Ticket Recipients").

There is no limit on the minimum or maximum number of Golden Tickets the Golden Ticket Judges can award. Application of the Golden Ticket Criteria to the Flagged Videos shall be at the Golden Ticket Judges’ reasonable discretion and, as to matters of subjectivity, the Golden Ticket Judges’ sole and absolute discretion. The Golden Ticket Judges’ decisions are final and binding in all matters relating to their awarding of a Golden Ticket.

44. Golden Tickets Recipients will be announced/awarded at 21:00:00 UTC on the Thursday after the start of the respective Heat, when the Heat Finalists are announced. Please remember to enable push notifications from the Megastar™ App to stay up to date as the Heat progresses. Golden Ticket Recipients shall not submit any Submission Videos during the subsequent Heats, if any, and any Submission Videos received from Golden Ticket Recipients will be disqualified from subsequent Heats.
45. When the MSM's customer service department flags a Submission Video for having the potential to win a Golden Ticket, it has no immediate impact on the video’s standing in the Audition. If the Flagged Video is chosen by the Golden Ticket Judges to receive a Golden Ticket, it will skip the third phase of the Heat, the Audience Decides Phase, and automatically be awarded the opportunity to enter into the Worldwide Competition upon entering into further written contracts with MSM, on terms and conditions to be solely determined by MSM. If the Flagged Video is not selected as a Golden Ticket Recipient, then it proceeds in the Audition as normal.

Odds of Being Selected as A Winner

46. This is a skill-based contest. The odds of winning any Heat or being selected as a Golden Ticket Recipient depends on the quality of eligible Submission Videos received, the application of the Judging Criteria and Golden Ticket Criteria as set forth in paragraphs 27 and 42 respectively, and the number of Submission Videos received.

Conditions and Limitations of Liability

47. MSM reserves the right, at its sole and absolute discretion, to disqualify any individual who tampers in any way with any part of the Audition and/or who submits a fraudulent entry or an entry not otherwise in accordance with these Audition Rules, and to cancel, terminate, modify or suspend the Audition or any element thereof. MSM also reserves the right in its sole and absolute discretion to disqualify any individual who is found to be (i) acting in violation of these Audition Rules, including, but not limited to, entering or attempting to enter the Audition or vote on Submission Videos through the use of any robotic or automated devices or paying or bribing App Users in an attempt to obtain vote(s); (ii) acting in an unsportsmanlike or disruptive manner, with the intent to disrupt or undermine the legitimate operation of the Audition, or with the intent to annoy, abuse, threaten or harass any other person; or (iii) otherwise acting in violation of the Terms of Use of the Megastar™ App.
48. ANY ATTEMPT BY ANY PERSON TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THE AUDITION, INCLUDING, BUT NOT LIMITED TO PAYING OR BRIBING APP USERS IN AN ATTEMPT TO OBTAIN VOTE(S), MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, MSM RESERVES THE RIGHT TO SEEK CIVIL AND/OR CRIMINAL PROSECUTION AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
49. By participating in this Audition, User agrees to be bound by all terms of these Audition Rules and to, the maximum extent permitted by law, release, hold harmless, covenant not to sue, and forever discharge the Audition Entities as well as the Social Media Group (all such individuals and entities collectively referred to herein as the "Released Parties"), from, against, and as to any and all third-party claims, actions, damages, losses, liabilities, costs, expenses, injuries or causes of action of any kind that in any way now or hereinafter may arise from or relate to the Audition (including reasonable attorneys’ fees), including, but not limited to, the administration of the Audition, including without limitation, typographical, printing, seeding, technical malfunctions with the Megastar™ App or any third party provider, or other errors (human or otherwise) relating to or in connection with the Audition, the processing of entries, the judging of Submission Videos and Flagged Videos, the tabulating of votes and scores, and the announcement of Golden Ticket Recipients, Heat Finalists and Heat Winners.
50. Released Parties assume no responsibility for any damage to User’s or any other person’s computer system, mobile device or tablet which is occasioned by participating in the Audition, or for any computer system, mobile device, tablet, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. No mechanically reproduced, illegible, incomplete, forged, software-generated or other automated multiple entries will be accepted. If for any reason User’s Submission Video is confirmed to have been not been linked to the Audition or erroneously deleted, lost, or otherwise destroyed or corrupted, User’s sole remedy is to submit another entry as set forth in these Audition Rules. Under no circumstances will User be permitted to obtain awards for, and User hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. Some jurisdictions do not allow the limitations or exclusion of liability for punitive, incidental or consequential damages, in which case the liability of the Released Parties will be limited to the maximum extent permitted by law.
51. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELEASED PARTIES WILL NOT BE LIABLE, AND ARE NOT RESPONSIBLE, FOR DAMAGES OF ANY KIND RELATED TO USER PREPARATION, PARTICIPATION OR INABILITY TO PARTICIPATE IN THE AUDITION, WHETHER THE DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL. FURTHER, BY PARTICIPATING IN THE AUDITION, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELEASED PARTIES SHALL NOT BE LIABLE FOR, AND WILL BE HELD HARMLESS BY USER AGAINST ANY LIABILITY FOR ANY DAMAGE, INJURY OR LOSS TO PERSON (INCLUDING DEATH) OR PROPERTY DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO PARTICIPATION IN ANY AUDITION ACTIVITY, INCLUDING THE FILMING OF ANY SUBMISSION VIDEO OR POTENTIAL SUBMISSION VIDEO, USE OF ANY TENDERED ENTRY OR OTHER RIGHTS GRANTED HEREIN OR PARTICIPATION IN THIS AUDITION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, IN WHICH CASE THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

General Provisions

52. These terms and conditions are governed by U.S., Australian, English, South African, New Zealand, and Canadian laws and Users to the Audition submit to the non-exclusive jurisdiction of Californian courts in Alameda County.
53. The invalidity or unenforceability of any provision of these Audition Rules will not affect the validity or enforceability of any other provision. In the event that any provision of the Audition Rules is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. MSM’s failure to enforce any term of these Audition Rules will not constitute a waiver of that provision. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the Audition Rules or any provision hereof.
54. Unless otherwise specified in these Audition Rules, words importing the singular include the plural and vice versa and words importing gender include all genders. All dollar amounts referred to in these Audition Rules are in lawful money of the United States of America. MSM is not responsible for any damages caused by delay or failure to perform undertakings pursuant to these Audition Rules when the delay or failure is due to weather, event cancellations, fires, strikes, floods, acts of God or the state’s enemies, lawful acts of public authorities, delays or defaults caused by common carriers, or other events that cannot reasonably be foreseen or provided against.
55. If Users do not wish to receive any marketing emails or further notices from MSM regarding future Auditions or contest offerings, please contact us via email at support@msmci.com or send your name and address to: MSM Music Inc. of 1440 Broadway, Suite 750, Oakland, CA 94612, Attn: Opt-Out.
56. Audition Rules are available at https://megastarapp.com/auditionrules/. A list of Heat Winners will be made available at https://www.megastarapp.com/auditionwinners/ after completion of the Audition. You may obtain a copy of the list by mailing a self-addressed, stamped envelope to MSM Music Inc. of 1440 Broadway, Suite 750, Oakland, CA 94612, Attn: Winners’ List. Requests must be received no later than three (3) months after the completion of the Audition.
57. The Audition is sponsored by MSM Corporation International Ltd, 1440 Broadway, Suite 750, Oakland, CA 94612. The Audition is in no way sponsored, endorsed, administered by, or associated with the Social Media Group. Any and all questions, comments or complaints regarding the Audition must be directed only to Sponsor.