Last modified: November 13, 2017

Overview

1. These terms and conditions (the "Finals Rules") apply to your participation in the audition stage ("the Finals") 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 Finals stage of the Worldwide Competition is comprised of four (4) week-long rounds (each a "Round," collectively, the "Rounds"). The Heats will commence on November 11, 2017 and end on December 9, 2017. The Finals is set up as an elimination style contest with only a predetermined number of Users, selected in accordance with these Finals Rules, advancing to the subsequent Round of the Worldwide Competition, with the ultimate winner receiving a grand prize of one million dollars ($1M USD) (subject to the terms of these Finals Rules).
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 Finals of the Worldwide Competition nor do they endorse or administer the Finals, nor are they in any way associated with the Finals. All questions regarding the Finals 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 Finals or not, participation in the Finals, acceptance, use, or misuse of any prize, or the broadcast, exploitation, or use of any Submission Video (as defined in paragraph 9).

Eligibility

4. The Finals is open only to Heat Winners or Golden Ticket Recipients in the Audition stage of the Worldwide Competition, as detailed in the Audition Rules available at https://megastarapp.com/auditionrules/ who, at the time of entry and throughout the Finals:
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, except as prohibited in paragraph 6;
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
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 12; and
4.5 at all times abide by these Finals Rules
(a "User").
5. If a User is entering the Finals on behalf of a group, the User must ensure, and hereby warrants that, he/she has the consent of all members of the group and that 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. MSM assumes no liability whatsoever in connection with any breach of this paragraph 5.
6. The Finals 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 Finals (the "Finals 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 Finals. "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. All Users must digitally sign the "MSM – Finals Rounds Competition Agreement" (the "Agreement") via DocuSign. The Agreement will be sent to all Users by November 11, 2017, via email and text to the email address and phone number provided to MSM. The Agreement must be signed by November 15, 2017. Any User who has not submitted an executed Agreement by November 15, 2017, will be eliminated during the Judges’ Review portion of Finals Round 1.
8. The decisions of MSM regarding all elements of the Worldwide Competition, including the Finals and the corresponding Rounds, shall be final and binding.

How To Enter A Submission Video

9. During the Audience Votes Phase of each Round (as defined below and set forth in Table 1), Users, who have advanced from the Audition Stage or the prior Round respectively, can enter 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:
9.1 tap on the Competition Screen of the Megastar™ App;
9.2 tap "Submit";
9.3 if you have not already done so, please provide your legal name, telephone number, email address, age, and country, and province of residence;
9.4 choose an appropriate category (as set forth in paragraph 12 below) for your performance;
9.5 give MSM permission to access your media library and choose a video from the list of videos on your mobile phone; or
9.6 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
9.7 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 Round starting at 21:00:00 UTC on the Saturday the respective Round starts. Any Submission Videos submitted prior to the Round starting will not be visible on the Megastar™ App until the Round 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 Round and only if the User advanced from the previous Round.
10. Round 1 of the Finals is only open to a maximum of 1,000 Users who were Heat Winners or Golden Ticket Recipients as set forth in the Audition Rules, https://megastarapp.com/auditionrules/. Rounds 2, 3 (Finals Rounds) and 4 (Grand Finale) are only open to Users who have advanced from the prior Round of the Finals.
11. Users must upload a new Submission Video for each Round.
12. A Submission Video must adhere to MSM's Community Guidelines and fall within one of the following seven (7) categories:
12.1 Music (meaning solo singers and groups that include but are not limited to, vocal singers, beatboxers, yodellers and rappers);
12.2 Dance (meaning solo or groups that include but are not limited to, pop lockers, ballet dancers, break dancers, shufflers and belly dancers);
12.3 Sports (meaning non-extreme sporting activities including but not limited to sports tricks, dead weight lifts, and epic slam dunks);
12.4 Extreme (meaning solo or group extreme sporting activities including but not limited to surfing, BMX tricks, skateboarding and base jumping);
12.5 Comedy (meaning solo or group comedians including but not limited to stand up spots, comedic shorts, and double take impersonations);
12.6 Magic (meaning solo or group magicians including but not limited to card tricks, sleight of hand and disappearing assistants); and
12.7 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 (which includes without limitation content which is or has the potential to be considered offensive, lewd, obscene or confronting), 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 Round will be entered into the same voting pool regardless of category.
13. Any form of entry other than that set forth in paragraph 9 is void. Proof of linking a YouTube video is not considered proof of entry into a Round. 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 Round 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 Rounds or the Worldwide Competition may be required to show proof of being the authorized account holder.
14. 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 Round. Users must email support@msmci.com with the subject "Submission Video Deletion Request" to delete a Submission Video.
15. MSM reserves the right to delete a Submission Video at any time if it violates these Finals Rules, MSM's Community Guidelines, the Terms of Use of the Megastar™ App or the intellectual property rights of another person or entity or if in the reasonable opinion of MSM the Submission Video contains any inappropriate content.

SUBMISSION VIDEO CONTENT REQUIREMENTS AND RESTRICTIONS

16. Each Submission Video, in its entirety, must be a work of original material created by a User. By entering a Round, 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.
17. To the extent a Submission Video contains images of or content or other material owned or created by other people, persons and/or locations, the User represents and warrants that the User has obtained any and all consents, approvals, transfers, assignments, licenses and valid and binding release(s) necessary from all required parties ("Consents") and that User will keep the original Consents and provide a copy to MSM, if requested. MSM is not responsible for any missing, inadequate and/or faulty Consents including, but not limited to, model, location, and artist releases. If a Consent is not provided within three (3) days of request, then MSM shall have the right to disqualify the User and remove the Submission Video.
18. Each Submission Video must meet the following requirements: (i) each round the User advances to has a new Submission Video with content that is unique to the Megastar™ App (ii) 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; (iii) conform to all applicable licensing and use terms; (iv) 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; (v) not exploit or harm minors in any way, as determined by MSM in its sole and absolute discretion; (vi) not infringe on any third party rights or otherwise violate or be prohibited by applicable law or regulation; and (vii) 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.
19. Each Submission Video also must be in compliance with these Finals 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 Finals. 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 Finals Rules. Submission Videos that do not comply with these Finals 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 Finals. In the event that User's Submission Video is removed or deemed ineligible, whether by YouTube or MSM at its sole and absolute discretion, User will automatically lose any votes and will need to re-enter the Round or a subsequent Round, 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 Finals, and reserves the right to refuse any Submission Video for any reason at any given point in time in its sole and absolute discretion (including without limitation due to submission of offensive or inappropriate content, User’s breach of any of the Finals Rules, Community Guidelines, Terms of Use, Privacy Rules or Social Media Group rules and/or guidelines or for any other reason whatsoever at MSM’s sole and absolute discretion). All such decisions of MSM are binding and final.
20. 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.
21. In order to avoid having a Submission Video removed, Account blocked, being disqualified from the Finals 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. User can also find music tracks that can be downloaded and used as background music for a Submission Video at https://megastarapp.com/licensedsongs/. Users must email support@msmci.com to receive a login in order to access the music tracks.
22. Any Submission Video uploaded in violation of the foregoing is subject to immediate removal without notice, forfeiture from the Finals 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. Users who have submitted a Submission Video will be deemed to have taken all actions necessary to ensure that the Submission Video is not in violation of any of the provisions of these paragraphs 16 to 22. 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.
23. THE USER WARRANTS THAT IT HAS TAKEN ALL ACTIONS NECESSARY TO ENSURE THAT ANY AND ALL SUBMISSION VIDEOS UPLOADED BY THE USER DO NOT VIOLATE ANY OF THE PROVISIONS OF THESE RULES INCLUDING WITHOUT LIMITATION ANY OF THE PROVISIONS OF PARAGRAPHS 16 TO 22 INCLUSIVE. USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES (DEFINED IN PARAGRAPH 66) 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, PROVINCIAL, 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

24. 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 WITHOUT LIMITATION, 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 OR ATTRIBUTION TO USER. USER PERPETUALLY, IRREVOCABLY AND UNCONDITIONALLY ASSIGNS, TRANSFERS AND CONVEYS TO MSM AND THE FINALS ENTITIES ALL OF THE USER’S RIGHT TITLE AND INTEREST TO THE USER’S INTELLECTUAL PROPERTY ARISING FROM THE USER’S SUBMISSION VIDEOS. THE USER FURTHER PERPETUALLY IRRECOVABLY AND UNCONDITIONALLY ASSIGNS ALL CLAIMS FOR PAST PRESENT AND FUTURE INFRINGEMENT OR MISAPPROPRIATION OF THE USER’S INTELLECTUAL PROPERTY RIGHTS OVER ANY AND ALL OF THE USER’S SUBMISSION VIDEOS INCLUDING THE RIGHT TO SUE AND TO RECEIVE AND RECOVER ALL PROFITS AND DAMAGES ACCRUING FROM AN INFRINGEMENT MISAPPROPRIATION PRIOR TO THE DATE OF THIS AGREEMENT AS WELL AS THE RIGHT TO GRANT RELEASES FOR PAST INFRINGEMENTS.
25. USER FURTHER ACKNOWLEDGES BY JOINING THE FINALS 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 RESPECTIVE ROUND OR WORLDWIDE COMPETITION WINNERS’ LISTS AND ON SPONSOR’S WEBSITE AND APP.

How The Finals And Rounds Work

26. The Finals is an elimination style contest that consists of four (4) Rounds. Each Round of the Finals is broken down into three (3) judging phases: Audience Votes Phase; Judges' Review Phase; and Audience Decides Phase.
27. The dates of each Round and corresponding time periods for each phase of a Round are set forth in Table 1.

Table 1
Round Audience Votes Phase Judges' Review Phase Audience Decides Phase
1 November 11, 2017, 21:00:00 UTC – November 15, 2017, 20:59:59 UTC November 15, 2017, 21:00:00 UTC – November 16, 2017, 20:59:59 UTC November 16, 2017, 21:00:00 UTC – November 18, 2017, 21:00:00 UTC
2 November 18, 2017, 21:00:00 UTC – November 22, 2017, 20:59:59 UTC November 22, 2017, 21:00:00 UTC – November 23, 2017, 20:59:59 UTC November 23, 2017, 21:00:00 UTC – November 25, 2017, 21:00:00 UTC
3 November 25, 2017, 21:00:00 UTC – November 29, 2017, 20:59:59 UTC November 29, 2017, 21:00:00 UTC – November 30, 2017, 20:59:59 UTC November 30, 2017, 21:00:00 UTC – December 2, 2017, 21:00:00 UTC
4 (Grand Finale) December 2, 2017, 21:00:00 UTC – December 6, 2017, 20:59:59 UTC December 6, 2017, 21:00:00 UTC – December 7, 2017, 20:59:59 UTC December 7, 2017, 21:00:00 UTC – December 9, 2017, 21:00:00 UTC
All times are listed in UTC (Coordinated Universal Time)

28. The maximum number of Users for each Round are listed in the following Round table:

Table 2
Round Audience Votes Phase Judges' Review Phase Audience Decides Phase
1 1,000 350 300
2 250 80 60
3 50 20 15
4 (Grand Finale) 10 7 5

29. Round 1 is open only to the 1,000 Users who were Heat Winners or Golden Ticket Recipients in the Audition, as detailed in the Audition Rules, https://megastarapp.com/auditionrules/, and have entered a Submission Video in the Finals as set forth in paragraph 9. Rounds 2, 3 (Finals Rounds) and 4 (Grand Finale) are only open to Users who have advanced from the prior Round as detailed below. Users advancing to the subsequent Round must upload a new video for each Round.

Audience Votes Phase

30. During the Audience Votes Phase of each Round, App Users may vote (as set forth in paragraphs 45 to 48 below) on their favourite Submission Videos.
31. App Users shall vote on Submission Videos based on the following criteria:
31.1 (i) creativity (40%);
31.2 (ii) originality (30%); and
31.3 (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.
32. The Submission Videos with the highest number of votes at the time the Audience Votes Phase ends will advance to the Judges' Review Phase, as set forth in Table 2. For example, of the maximum 1,000 Submission Videos entered into the Audience Votes Phase of Round 1, only 300 Submission Videos will advance to the Judges' Review Phase of Round 1. A Submission Video must have at least one (1) vote in order to progress. Users whose Submission Videos fall below the cut-off line will be eliminated.

Judges' Review Phase

33. During the Judges’ Review Phase of each Round, the Submission Videos chosen to advance 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 Finals 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.
34. Provided a Submission Video complies with the aforementioned conditions, the Submission 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 score the Submission Video, with the highest scoring Submission Videos, as set forth in Table 2, advancing to the Audience Decides Phase of that respective Round. Users whose Submission Videos fall below the cut-off line will be eliminated.
35. Application of the Judging Criteria to the Submission 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

36. During the Audience Decides Phase of a Round, App Users, using the aforementioned Judging Criteria, will again vote on their favourite of the remaining Submission Videos (as set forth in paragraphs 45 to 48 below). All previously received votes will be reset once the Audience Decides Phase of the Round commences and each Submission Video will start the phase with zero (0) votes.
37. For Rounds 1, 2 and 3, the Submission Videos with the highest number of votes, as set forth in Table 2, at the time the Audience Decides Phase ends will advance to the Audience Votes Phase of the subsequent Round. Users whose Submission Videos fall below the cut-off line will be eliminated. In the event no Submission Videos reach the cut-off line the Worldwide Competition will be cancelled [and all Heat Winners or Golden Ticket recipients will be able to resubmit a Submission Video when we relaunch the Worldwide Competition].
38. For the Grand Finale, at the time the Audience Decides Phase ends, the five (5) Submission Videos will be placed in sequential order pursuant to the votes received, e.g., 5th, 4th, 3rd, 2nd and 1st place, and, subject to adherence to these Finals Rules, awarded the respective Prizes (as set forth in paragraph 54).

Advancement And Notification Of Advancement

39. In the event of a tie during any phase of a Round, the tie will be broken in favour of the Submission Video that earned the most votes during the entire Round 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.
40. The Submission Videos advancing the Judges’ Review Phase of each Round will be announced by Sponsor on the Megastar™ App at 21:00:00 UTC on the Wednesday after the start of the respective Round.
41. The Submission Videos advancing to the Audience Decides Phase of each Round will be will be announced by Sponsor on the Megastar™ App at 21:00:00 UTC on the Thursday after the start of the respective Round.
42. The Submission Videos advancing to the Audience Votes Phase of the subsequent Round will be will be announced by Sponsor on the Megastar™ App at 21:00:00 UTC on the Saturday after the start of the respective Round.
43. The top five (5) placing Submission Videos of the Grand Finale Round will be announced during Sponsor’s Live Finale Show during the week of December 11th, 2017 within the App.
44. Please remember to enable push notifications from the Megastar™ App to stay up to date as the Rounds progress.

How Voting Works

45. Throughout the Audience Votes and Audience Decides Phases of each Round, 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.
46. 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 Round, as set forth in Table I, votes will be reset and five (5) new daily votes will appear in each App User’s account.
47. An App User may vote for his/her own Submission Video. However, an App User may only vote for a particular Submission Video once per day.
48. 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

49. Users in Finals Rounds 1 and 2 may be selected to receive a Golden Ticket, which will award recipients a ticket for the immediate opportunity to advance to the subsequent Round (a "Golden Ticket").
50. As identified in paragraphs 9 and 12, during the Audience Votes Phase of each Round, 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:
50.1 (i) creativity (30%);
50.2 (ii) originality (20%);
50.3 (iii) technical quality (20%); and
50.4 (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.
51. Each Flagged Video will then be evaluated by a panel compromised of the MSM Judges as well as two (2) celebrity judges Usher and Jeb Corliss (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.
52. Golden Tickets Recipients will be announced/awarded at 21:00:00 UTC on the Thursday after the start of the respective Round, when the Users advancing are announced. Please remember to enable push notifications from the Megastar™ App to stay up to date as the Round progresses.
53. When the MSM’s customer service department flags a Submission Video for having the potential to win a Golden Ticket, there is no immediate impact on the Submission Video’s standing in the Finals Round. If the Flagged Video is chosen by the Golden Ticket Judges to receive a Golden Ticket, it will allow the User the immediate opportunity to advance to the subsequent Finals Round. If the Flagged Video is not selected as a Golden Ticket Recipient, then it may proceed in the Finals Round as all other Submission Videos.

Prizes

54. The Prizes and their approximate retail value ("ARV") are as follows:
54.1 Finals Round 1 - $500 Check: Subject to verification of eligibility and compliance with these Finals Rules, the top twenty (20) finishers at the end of Round 1 will each receive one (1) check in the amount of five hundred dollars ($500.00 USD). The total ARV of the twenty (20) $500.00 USD checks to be awarded is ten thousand dollars ($10,000.00 USD).
54.2 Finals Round 2 - $1,000 Check: Subject to verification of eligibility and compliance with these Finals Rules, the top ten (10) finishers at the end of Round 2 will each receive one (1) check in the amount of one thousand dollars ($1,000.00 USD). The total ARV of the ten (10) $1,000.00 USD checks to be awarded is ten thousand dollars ($10,000.00 USD).
54.3 Finals Round 3 - $2,500 Check: Subject to verification of eligibility and compliance with these Finals Rules, the top five (5) finishers at the end of Round 3 will each receive one (1) check in the amount of two thousand five hundred dollars ($2,500.00 USD). The total ARV of the five (5) $2,500.00 USD checks to be awarded is twelve thousand five hundred dollars ($12,500.00 USD).
54.4 Grand Finale - Subject to verification of eligibility and compliance with these Finals Rules:
54.4.1 the fifth (5th) place finisher at the end of the Grand Finale will receive one (1) check in the amount of ten thousand dollars ($10,000.00 USD).
54.4.2 the fourth (4th) place finisher at the end of the Grand Finale will receive one (1) check in the amount of fifteen thousand dollars ($15,000.00 USD).
54.4.3 the third (3rd) place finisher at the end of the Grand Finale will receive one (1) check in the amount of twenty thousand dollars ($20,000.00 USD).
54.4.4 the second (2nd) place finisher at the end of the Grand Finale will receive one (1) check in the amount of twenty-five thousand dollars ($25,000.00 USD).
54.4.5 the first (1st) place finisher at the end of the Grand Finale will receive one million dollars ($1,000,000.00 USD). Users acknowledges and agrees that if User is chosen as the first (1st) place winner of the Worldwide Competition, receipt of the $1,000,000 Prize is contingent upon User’s execution of a Prize Payment Agreement, which will include the terms contained herein as well as other customary terms. No interest will be accrued or added of any kind.
The total ARV of all Prizes to be awarded is one million, ninety-two thousand and five hundred dollars ($1,102,500.00 USD).

ALL FEDERAL, STATE, PROVINCIAL, AND LOCAL TAXES AND FEES ARE THE SOLE RESPONSIBILITY OF THE PRIZE WINNER. ALL OTHER COSTS AND EXPENSES RELATED TO ANY PRIZE NOT SPECIFIED HEREIN AND OTHER EXPENSES INCURRED BY ACCEPTING A PRIZE ARE ALSO THE SOLE RESPONSIBILITY OF THE WINNER. ANY REQUIRED TAX REPORTING FORMS WILL BE FURNISHED TO THE APPROPRIATE AUTHORITIES. WINNER MAY BE REQUIRED TO PROVIDE THEIR SOCIAL SECURITY NUMBER OR TAX ID FOR TAX REPORTING PURPOSES IF SPONSOR IS REQUIRED TO FILE AN IRS FORM 1099 WITH THE INTERNAL REVENUE SERVICE FOR THE FAIR MARKET VALUE OF A PRIZE AWARDED AND ACCEPTED.

FOR USERS RESIDENT IN ENGLAND AND WALES THE FOLLOWING PARAGRAPH SHALL APPLY INSTEAD:

ANY TAX OR OTHER CHARGES PAYABLE AS A RESULT OF A PRIZE BEING AWARDED OR RECEIVED WILL BE THE RESPONSIBILITY OF THE WINNER INCLUDING THE COST OF ANY CONVERSION OF THE PRIZE MONIES FROM USD. WINNERS SHOULD SEEK INDEPENDENT FINANCIAL ADVICE PRIOR TO ACCEPTING A PRIZE IF THIS IS A CONCERN.

Prize Restrictions

55. All winners are only potential winners until verified by Sponsor.
56. No more than the number of Prizes stated in these Finals Rules will be awarded. If a Submission Video was entered on behalf of a group, the group will share in stated Prize. To further clarify, each member of the group will not each win the stated Prize but rather the Prize will be awarded to the designated User that entered the Submission Video for distribution as they have independently agreed.
57. All Prize details referred to in paragraph 54 are applied at the sole and absolute discretion of Sponsor and any depiction of Prizes, in the Finals materials or otherwise, is for illustrative purposes only. No transfer, refund, cash redemption, substitution, replacement or cash equivalent for a Prize or any Prize component will be made, except that Sponsor at its sole and absolute discretion may substitute a Prize of equal or greater value for any reason, including but not limited to instances where any aspect of a Prize is unavailable. The User acknowledges and agrees that in the event that MSM is not the supplier of the Prize, such Prizes are subject to the conditions imposed by the supplier of the Prize and further that MSM accepts no liability whatsoever in connection with any failure by any party to satisfy such conditions of the supplier and/or any failure on the part of the supplier in connection with the supply and/or availability of a Prize or any other matter relating to the supplier’s supply of, or failure to supply, a Prize.
58. Winning a Prize is contingent upon accepting these Finals Rules and fulfilling all requirements of these Finals Rules, including, without limitation, the completion and execution of any affidavits/publicity releases as well as prize documents, including, without limitation, the Prize Contract. Before entering Round 1 of the Finals, all Users must review and digitally sign a contract detailing all the information on payment, e.g., dates of payment and amounts of each payment (the “Prize Contract”). In the event of non-compliance with these Finals Rules, including, without limitation, the completion of the aforementioned releases and Prize Contract, or if the Prize is unclaimed, the Prize will be forfeited. The winner of a Prize must claim their Prize in accordance with paragraph 60 within thirty (30) days of the announcement of the winners pursuant to paragraphs 39 to 44 of these Finals Rules. In the event that the winner fails to claim their Prize within the thirty (30) day time period specified in this paragraph 58, then such Prize will be forfeited by the winner. Sponsor shall have no responsibility or obligation to a Prize winner or a potential winner who is unable or unavailable to, or who does not for any reason, accept or utilize the Prize within the time period specified in this paragraph 58.
59. Any forfeited Prize may be awarded to an alternate winner, at Sponsor’s sole and absolute discretion. If Sponsor decides to select an alternate potential winner, the alternate winner will be determined in sequential order as to the next highest scored Submission Video for that Round pursuant to the Judging Criteria.
60. All Prizes awarded in Rounds 1, 2 and 3 will be awarded in the form of a check, which will be issued within thirty (30) days from the date the potential winner has completed all forms necessary and has been verified as a Prize winner. In the event more than one (1) check must be awarded to fulfil a designated Prize amount, the combined ARV shall not exceed the designated Prize amount. For example, in the event more than one (1) check must be awarded to fulfil a $5,000 prize, the combined ARV of all checks shall equal five thousand dollars ($5,000.00 USD). No credit or cash will be given for any unused portion of a check. A check will not be replaced if lost or stolen. In no event will a check prize value exceed the stated value.
61. Prizes must be claimed in and shipped to an address in a jurisdiction in which participation in the Finals is unrestricted by law or in which residents of are not blocked from participating in the Finals, except in Sponsor’s sole and absolute discretion. All Prizes will be delivered to the winner by regular mail, United States Postal Service or courier such as Federal Express at the sole and absolute discretion of Sponsor. Sponsor is not responsible for and will not replace any lost, mutilated or stolen Prizes. Sponsor assumes no liability for non-deliverability.
62. Sponsor reserves the right to withhold all state, federal and other tax obligations arising from any Prize, award or other payments owing to User which are required under the laws of any applicable jurisdiction.
63. This is a skill-based contest. The winner(s) of any Round or the overall Worldwide Competition are determined basedon the quality of eligible Submission Videos received, the application of the Judging Criteria and Golden Ticket Criteria as set forth in paragraphs 31 and 50 respectively, and the number of Submission Videos received.

Winner(s) Determined Based On Skill

64. THIS IS A SKILL-BASED CONTEST. THE WINNER(S) OF ANY ROUND OR THE OVERALL WORLDWIDE COMPETITION ARE DETERMINED BASED ON THE QUALITY OF ELIGIBLE SUBMISSION VIDEOS RECEIVED, THE APPLICATION OF THE JUDGING CRITERIA AND GOLDEN TICKET CRITERIA AS SET FORTH IN PARAGRAPHS 31 AND 50 RESPECTIVELY, AND THE NUMBER OF SUBMISSION VIDEOS RECEIVED.

Conditions And Limitations Of Liability

65. MSM reserves the right, at its sole and absolute discretion, to disqualify any individual who tampers in any way with any part of the Finals and/or who submits a fraudulent entry or an entry not otherwise in accordance with these Finals Rules, and to cancel, terminate, modify or suspend the Finals 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 Finals Rules, including, but not limited to, entering or attempting to enter the Finals 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 Finals, 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.
66. ANY ATTEMPT BY ANY PERSON TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THE FINALS, 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.
67. By participating in the Finals, User agrees to be bound by all terms of these Finals Rules and to, the maximum extent permitted by law, release, hold harmless, covenant not to sue, and forever discharge the Finals 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 Finals (including reasonable attorneys’ fees), including, but not limited to, the administration of the Finals, 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 Finals, the processing of entries, the judging of Submission Videos, the tabulating of votes and scores, and the announcement of Prize Winners.
68. 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 Finals, 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 a User’s Submission Video is confirmed to have been not been linked to the Finals or erroneously deleted, lost, or otherwise destroyed or corrupted, User’s sole remedy is to submit another entry as set forth in these Finals 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.
69. 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 FINALS, WHETHER THE DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL. FURTHER, BY PARTICIPATING IN THE FINALS, 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 FINALS 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 THESE FINALS. 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

70. These terms and conditions are governed by U.S., Australian, English, South African, New Zealand, and Canadian laws and Users to the Finals submit to the non-exclusive jurisdiction of Californian courts in Alameda County.
71. The invalidity or unenforceability of any provision of these Finals Rules will not affect the validity or enforceability of any other provision. In the event that any provision of the Finals 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 Finals 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 Finals Rules or any provision hereof.
72. Unless otherwise specified in these Finals 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 Finals 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 Finals 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.
73. If Users do not wish to receive any marketing emails or further notices from MSM regarding future 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.
74. The Finals Rules are available at https://megastarapp.com/finalsrules/. A list of Winners will be made available at https://www.megastarapp.com/winners/ after completion of the Finals. 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 Finals.
75. The Finals is sponsored by MSM Corporation International Ltd, 1440 Broadway, Suite 750, Oakland, CA 94612. The Finals is in no way sponsored, endorsed, administered by, or associated with any of the parties comprising Social Media Group. Any and all questions, comments or complaints regarding the Finals must be directed only to Sponsor.