The Source

Purpose of this Agreement

These terms and conditions relate to your application to participate in a competition for musical artists conducted online and through a television programme provisionally called The Source which certain television and/or production companies propose but do not undertake to produce for us.

Creating the Agreement between us

1. This Agreement is made between The Source TV Productions Limited, an Industrial and Provident Society with registered number 030995 and whose registered office is available from the Financial Services Authority ('we' and 'us') and the person who has completed their online application ('you') and you and the Band.
2. By accepting these terms and conditions which comprise the terms of our Agreement with you, you and the Band agree to be bound by them.
3. The date of this Agreement is when you accept these terms and conditions.
4. This Agreement supersedes any previous agreement between you, the Band or any person in the Band and us in relation to the Presentations and Competition.
5. The Band are not relying on any representations made by us or anyone acting or purporting to act on our behalf or any website we maintain; the only representations that have induced the Band to enter into this Agreement are those contained in this Agreement.
6. No person may enter into this Agreement on their own behalf or on behalf of anyone else unless that person and the person(s) on whose behalf they enter into this Agreement all have the legal capacity to do so and are not barred by any law from doing so. In particular, no person may register if they or any person whom they represent is under 18. If you or any member of the Band is under 18 at the date of application, you must obtain the consent of the parent or legal guardian of each member of the Band who is under 18. Accordingly, you warrant to us that you are aged over 18 and:
   1. all persons in the Band are aged over 18; or
   2. are the parent or lawful guardian of those in the Band who are under 18; or
   3. you are appointed as the agent of the parent(s) or lawful guardian(s) of all those in the Band who are under 18.
7. We reserve the right to ask for proof of age and evidence at any time to verify the identity of any person in the Band.
8. If any member of the Band is under 18 and is invited to participate in the Series, they must be accompanied by a parent or legal guardian.
9. All members of the Band must be resident in the UK or Republic of Ireland and be entitled to work in the UK. All participants in the Series will be required to produce proof of residency and age such as a valid passport.
10. You and the Band are not eligible to enter the Competition if you or any member of the Band is an employee or immediate relative of an employee of the Source, any television or production company who may produce the Series, or any parent, subsidiary or associated company of any of them.
11. In addition to all other provisions of this Agreement and without prejudice to them, you warrant to us that you are the agent of each person in the Band and are appointed by each such person to act on their behalf and to bind them to this Agreement.
12. If you have any disability or other good reason why you cannot use our website, you should contact us directly at ibelieve@bethesource.tv and we will endeavour in our discretion to make alternative arrangements.
13. No responsibility can be accepted for entries that are lost or delayed, or which are not received for any reason.
14. We may reject incorrectly completed entries or entries that we find have inaccurate or misleading information.
15. We may suspend, change or discontinue temporarily or permanently some or all of the services or website at any time and without notice and without liability to you. No refunds are made of any Entry Fees paid to us for any reason nor shall we be liable to reimburse any expenses incurred in entering the Competition.
16. We do not accept any responsibility for any technical failures or any problems with our website or any other inability to download or upload or view or hear properly any Presentations.

Definitions

"Band": you, all those persons appearing on each video as performers and all persons who have been composed or been involved in composing or creating each Presentation, or if you are a solo performer, then you alone;
"Competition": the competition you are entering and which is the subject of this Agreement and also briefly described on our website;
"End Date": the day which is the later of 9 months after the date of this Agreement and 3 months after the end of the Series;
"Entry Fee": the fee shown on our website for the entry into the Competition;
"end of the Series": the day after the last programme in the relevant Series;
"mp3": a recording (generally in mp3 format) which is either the soundtrack for a video or a song based on the soundtrack (including for example an extended rendition of the soundtrack beyond the maximum limit allowed by us for the Video in this Agreement);
"Presentation": each Video and its associated mp3;
"Prize": the monetary prize for the Competition specified on our website in respect of the Competition;
"Rights Period": the period from and including the date of this Agreement until the End Date;
"Series": the television series on which we propose to show winning videos as a result of the Comptition;
"our website": the website www.bethesource.tv through which you accessed this Agreement;
"Video": a video and its soundtrack the subject of this Agreement.

What we will do for you

1. We will use reasonable endeavours to make your mp3s available for purchase by way of download (which may be through a third party provider). You do not have to submit any mp3s to us, but if you do, we may use them for this purpose. We are however under no obligation to promote your mp3s or to engage in any active sales campaign. We do not have any responsibility for the failure of any third party provider to make available your mp3s for purchase.
2. One half of any net profits we make from mp3 download sales on behalf of the Band will be paid to you on behalf of the Band, not less than once every six months in arrears.
3. We will enter you into the Competition if you comply with all your obligations in this Agreement.
4. One half of any net profit we may make from telephone calls or text messages to vote for the Band in the Competition will be paid to you on behalf of the Band, not less than once every six months in arrears.
5. Our determination of what constitutes net profits is final and binding.

What you agree with us

1. You warrant to us that all the information you entered into our website as part of the process of registration is true, accurate and not misleading.
2. The Band agrees with and warrants to us that the Band has the sole copyright and all rights in the Presentations and has all necessary licenses, rights, consents, and permissions to enable us to use the Presentations in accordance with the terms of this Agreement. The Band further warrants to us that the Presentations do not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity).
3. You on behalf of the Band agree to make a payment to us to enter the Competition which is the Entry Fee". In order to make the payment you will need to set up a Paypal account.

What we may do with what you provide to us

1. We may, for editorial reasons, make changes to your Videos, including to make them comply with laws and good practice relating to the 'watershed' in the United Kingdom.
2. We may sell or arrange for the sale of your mp3s.
3. You may be required, as part of the registration process with us, to upload Videos or mp3s to a third party. You will ensure that we are given a weblink to each Video once uploaded and the Band must comply with that third party's own terms and conditions. We cannot accept responsibility for any third party's use of Presentations and they do not act as our agent, nor we as theirs. We may however download all Presentations onto our own computer systems.
4. The Band retains the copyright in all Presentations but the Band grants us a worldwide, exclusive, royalty-free, transferable licence (with the right to grant sub-licences) to use, reproduce, distribute, prepare derivative works of (including montages), store, display and perform the content of all or any part of any Presentations, or any text, graphics, layout, logos, photographs and stills in any manner and through any medium. This licence is irrevocable and only ends on the End Date or on earlier termination of this Agreement in accordance with its terms. You agree that we may grant third parties including television and/or production companies a licence of your Presentations incorporating some or all of the rights granted to us. The Band and any director agree to waive any moral rights that subsist in relation to the Presentations. We may also grant sub-licences.
5. After the End Date you grant us a worldwide, non-exclusive, royalty-free, transferable licence (with the right to grant sub-licences) to store, display and perform the content of all or any part of any Presentations that have by then been shown or played on television, including repeats of any television shows or use in compilation programmes or as excerpts. This licence is irrevocable and is granted for a period of 10 years from and including the End Date. You agree that we may grant third parties including television and/or production companies a licence of your Presentations incorporating some or all of the rights granted to us for such period. The Band and any director agree to waive any moral rights that subsist in relation to the Presentations during such period. We may also grant sub-licences.
6. We can pass Presentations to third parties, including an external provider for download on payment to that provider. You agree to accept their terms and condition Details of their terms and conditions can be obtained from their websites.

Rules of the Competition

1. The Competition allows the Band to upload up to three Videos to us of no less than 1 minute in duration and no more than 4 minutes. The upload may be to external provider(s) and we may then access the uploads from them.
2. We will use reasonable endeavours to place the Videos, subject to the other provisions of this Agreement, on our website during the Competition.
3. Those Videos in the first round of the Competition with the most votes will be allowed, subject to the other provisions of this Agreement, proposed to be shown on a television programme or programmes aired in the United Kingdom or part of it (and elsewhere if we require). A further round of voting will then take place. Videos on a similar basis will be allowed into a further programme or programmes with further voting. Those Videos at that stage with the most votes as counted by us or on our behalf will allow entrants the chance to participate in a final television programme. If the Band is selected to appear, the Band agrees to appear on the programme to perform their composition(s). The show may be pre-recorded or live. Further voting will take place for that programme and the winning entrant will receive the Prize.
4. Voting in the Competition will be counted by us or on our behalf. Our decision is final as to number of votes received at any stage. The number of Videos allowed to proceed to each round is in our absolute discretion.
5. Votes will be collected on the Videos in such manner as we may determine and we may also determine when and at what stages and by what manner votes will be collected.
6. We may reject any entry at any time in our sole discretion, whether for artistic, decency, taste or other grounds, including failure to comply with our Acceptable Use Policy below.
7. We may reject any entry if in our sole discretion, the Presentations do not possess the necessary level of skill commensurate with the aims of the Competition. At each stage of the Competition, we may allow other entries chosen by us in our sole discretion to progress to the next stage of the Competition who may not have received sufficient votes otherwise. We will endeavour to choose these by a random process. The Band will not object to this.
8. The Band agrees not to use or encourage anyone to use any automated system in a manner that sends out more votes in the Competition in a given period of time than a human being could reasonably produce in the same time.
9. We may place Videos on air at such time of day or night as we deem appropriate. You acknowledge that in doing so, we will take account of the watershed.
10. Videos must be original performances with original music composed by the Band and the Band warrants to us that is the case. You must ensure that only you and the members of the Band named on the application form are featured in the Presentations.
11. We will only accept Videos if:
    1. they are in Mpeg2, wmv, mp4, avi or qt(.mov) av format, although we may change these requirements at any time.
    2. each Video is no more than 4 minutes in duration.
    3. they represent original work by you and people performing with you.
    4. they comply with all laws.
    5. they contain no material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for us to use or possess.
    6. we or anyone else are able to broadcast them without breaching any law and they contain no racist, sexist or offensive material and they comply with our Acceptable Use Policy set out below.
12. We may refuse to enter Videos at any stage of the Competition until you have provided us with an accurate transcript of lyrics.
13. If there is any disagreement at any stage as to who has won the Competition or any part of it, our decision is final.
14. You can find out who has won a particular competition by sending a stamped addressed envelope, marked with the name of the competition to The Source at our registered office at the relevant time, after the end of the Competition.
15. The Prize is non-transferable and will only be paid to you, but if you request, we can at our discretion pay it to all the members of the Band in equal amounts.
16. The Prize is stated in pounds sterling and we will endeavour to pay the Prize to the winner within 28 days of us establishing who the winner is. We may pay the Prize by cheque or by such other reasonable means as we may require. We are not responsible if the monies are not delivered to you. You may however collect the prize in person from us by arrangement with us.
17. The Band may only enter once for each Competition.
18. All Videos must be uploaded by the closing date for the Competition as shown on our website.

What you agree if you appear on a television show

1. We may require the Band to enter into a further contract with us and/or a television and/or production company before the Band performs on a television show.
2. If the form(s) of contract cannot be agreed with the Band within such time period as we may stipulate (time to be of the essence), we may decline to allow you to appear and you will be eliminated from the Competition.
3. The Band will be responsible for its own transport to the show and its own accommodation and all other expenses of the Band.
4. The Band's contribution to the show will not be a professional performance and the Band will therefore not be entitled to any wages or other compensation under any union or collective bargaining agreement.
5. You will not without our or any television and/or production company's consent, publicise or discuss with any third party any information relating to the Series, your or the Band's appearance in the Series or any information you obtain from us or any television and/or production company.

What you agree to do to promote yourself and your music or videos

1. We have no obligation to do anything to promote the Band, save as expressly set out in this Agreement.
2. The Band will, during the Rights Period, allow us to use all photographs and biographical information the Band have given to us for any purpose. The Band agrees to co-operate with us in providing reasonable amounts of such information.
3. The Band will attend any press conferences or promotional events we may require during the Rights Period. By entering the Competition, the Band agrees to participate in such promotional activity and material as we may require.

Image Rights

If you are invited to attend a televised programme, you and the Band grant all consents necessary for us and any television company and/or producer to film and record your performance and attendance and for they and us to use recordings featuring yours and the Band’s images and/or voices and music in connection with the Series and/or ancillary rights in the Series and to exploit the same with all media in the world without payment to you or the Band for the Rights Period.

Acceptable use policy

In addition to any other provisions of this Agreement, all Presentations must:

1. Be accurate (where they state facts).
2. Be genuinely held (where they state opinions).
3. Comply with applicable law in the United Kingdom and in any country from which they are posted.

Presentations must not:

1. Contain any material which is defamatory of any person.
2. Contain any material which is obscene, offensive, hateful, inappropriate or inflammatory.
3. Promote sexually explicit material.
4. Promote violence.
5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
6. Infringe any copyright, database right or trade mark of any other person.
7. Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
8. Promote any illegal activity.
9. Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
10. Be likely to harass, upset, embarrass, alarm or annoy any other person.
11. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
12. Give the impression that they emanate from us, if this is not the case.
13. Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
14. Promote or advertise any third party or your or the Band’s goods or services.
15. Endanger or be likely to cause harm to you or the Band.

Some further terms and conditions

1. We have no responsibility for any websites outside our control, even though we may direct you to them as a condition of our registration process. Neither you nor the Band has any authority to commit us to any contract with a third party nor may you act on our behalf. You will comply with the terms and conditions of all third parties websites with whom you or the Band have registered and ensure they do not conflict with the terms and conditions of this Agreement.
2. In paying us through Paypal, you accept and agree to be bound by the Paypal terms and conditions.
3. We have absolute discretion whether to accept any material from the Band or not.
4. We recognise the Musicians Union as a representative organisation for musicians in the United Kingdom.
5. Unless you have agreed otherwise in writing with us, nothing in this Agreement gives the Band a right to use any of our trade names, trade marks, service marks, logos, domain names or other distinctive brand features.
6. Our website only gives a brief summary of the Competition and other matters. Where this a discrepancy between what our website says and what is in this Agreement, this Agreement prevails.
7. The Band appoints us as the attorney for each member of the Band to do or sign anything which may be necessary to make a valid Agreement between The Source and the Band substantially in the terms of this Agreement.
8. At any time, we may require the Band to enter into a written contract with us substantially in the terms of this Agreement. If we fail to agree on the form of the contract, we may prevent the Band from proceeding to the next stage of the Competition, even if the Band wins sufficient votes.
9. If we terminate this Agreement for any reason, you may not apply to do anything with us again unless we otherwise agree in writing.
10. You and the Band acknowledge that the purpose of our website and Competition is to promote Bands who do not have any recording label contracts. Accordingly you warrant to us that you and the Band have no agreement, contract or arrangement (formal or informal) with any entity other than ourselves as at the date of this Agreement and will not without our prior written consent, enter into any such contract or arrangement where the purpose is in whole or part for the sale, merchandising or promotion of any music or videos you and the Band may be involved in, produce, create or write until the end of the Series.
11. We reserve the right to make changes to these terms and conditions. These changes will bind the Band if posted on our website. If you do not agree to the modified terms, you are entitled to notify us that you are terminating this Agreementin which case the Band is not entitled to any refund of the Entry Fee.
12. The Band is solely responsible for everything you upload onto our website and any other websites and the consequences of posting or publishing it.
13. The Source does not endorse any material or any opinion, recommendation, or advice in it and disclaims all liability in connection with the content of Presentations.
14. Although we intend to place winning videos on a television programme in the United Kingdom, we cannot guarantee to do so as the television company may not broadcast our programme for reasons beyond our control.
15. You accept that you have the right to have legal representation in the negotiation of these terms and conditions and warrant to us that you have either taken that legal advice or waive the right to it.
16. If we do not exercise or enforce any legal right or remedy against you, this is not a formal waiver of our rights and those rights or remedies will still be available to us.
17. The Band accepts that we are not liable for any breach by us of the provisions of this Agreement until after we are notified by you of the breach and then we will be allowed a reasonable time to remedy the breach.
18. We are not responsible for any breach of this Agreement caused by matters outside our control and our obligations may be suspended if we so require during any such period.
19. A provision of this Agreement which is void or unenforceable shall be severed from all other provisions of this Agreement and the remaining provisions shall continue to have effect.
20. If a provision of this Agreement extends beyond the limitations set by any law or rule of law but if it were not so extended would remain unaffected by the law or rule of law, the provision is deemed to be varied so as not to extend beyond those limitations.
21. We may enforce the provisions of this Agreement against the Band and the Band may enforce our obligations under this Agreement. Subject to that, it is not intended that any person will be entitled to enforce any provisions of this Agreement who would not have been so entitled but for the enactment of the Contracts (Rights of Third Parties) Act 1999.
22. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing however prevents us from pursuing any remedy in any other jurisdiction.
23. All consideration in this Agreement is expressed exclusive of Value Added Tax. If applicable.
24. This Agreement does not constitute a partnership between the parties to it.
25. You and the Band agree to indemnify us and agree to keep us fully and effectively indemnified against all actions, costs, losses, claims and expenses of whatsoever kind or nature arising from any breach or non-performance or threatened breach or non-performance by the Band of any of the warranties, representations, undertakings or obligations in this Agreement.
26. Times and dates in this Agreement and on our website are expressed as at London, England.
27. Where the Band is more than one person, obligations of those persons in this Agreement are joint and several.
28. 'Include', 'includes' and 'including' are not to be interpreted restrictively.
29. Any calculation by us of any net profit figure is conclusive and binding on you and the Band. We may however also refer any dispute as to a calculation of a net figure to an independent expert appointed on our application by or on behalf of the President of the Institute of Chartered Accountants. The fees and expenses of the expert and the costs of his appointment shall be paid by you. The decision of the expert will be final and binding on us and the Band. Should the expert die, delay or be or become unwilling to act, the President or someone on his behalf may appoint another in his place.
30. You accept and agree to be bound by our privacy policy which is accessed on our website.
31. Nothing in this Agreement will exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law. Subject to that, we shall not be liable to you for
    1. any indirect or consequential losses which may be incurred by you including (without limitation) loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of opportunity or loss of data suffered by you;
    2. any loss or damage which may be incurred by you as a result of:
       1. any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on any television programme or our website;
       2. any changes which we may make to our service to you, or for any permanent or temporary cessation in the provision of what we agree to do;
       3. the deletion of, corruption of, or failure to store, any of your Videos;
       4. your failure to provide us with any relevant or accurate information;
       5. your failure to keep your password or user account details secure and confidential.

Ending this Agreement

1. Any termination of this Agreement is without prejudice to any then accrued claims of one of us against the other.
2. We can end this Agreement if you are in breach of any of its provisions. To do so, we will serve notice on you of the breach and give you 7 days to remedy the breach (or sooner in case of urgency). If you fail to remedy the breach, we can then serve you a further notice terminating this Agreement. We may also end this Agreement immediately at anytime if we consider it is in our or your best interests to do so. We can also end this Agreement at any time if any member of the Band is unable to pay its debts as they fall due or makes a proposal for or enters into any compromise or arrangement with its creditors or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with a winding up or an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed or a receiver is appointed or is the subject of a bankruptcy petition or order or any equivalent or similar action is taken in any part of the world.
3. Unless terminated earlier, the rights set out in this Agreement end at the end of the Rights Period, subject to any then accrued claims of us against the Band or the Band against us.
4. To protect ourselves, we can refuse to place any Video on our website or on any television programme or to allow the Band to appear on television should we deem it necessary to do so. We can also suspend our obligations to you under this Agreement while you are in breach of any of your obligations to us.

Communications

1. If we need to serve any notice on you under this Agreement, it is validly served if served on you in any of the following ways:
   1. by email to the address you gave us when you registered with us;
   2. by special delivery or first class post to the address you gave us when you registered with us.
2. If you need to serve any notice on us under this Agreement, it is only validly served if delivered to our registered office as at the date of delivery by special delivery post.