HITLAB “DEAS” Terms of Services and Conditions

HITLAB “DEAS” (the “Program”) is a worldwide digital emerging artist showcase currently hosted on a server located in Canada, in which emerging recording artist(s) (referred to sometimes herein as “you”, a “User” and each, an “Artist”, and collectively, the “Artists”) participate as follows:

1. The Artists agree to display and exhibit their talent, performances, musical works, songs, and/or cinematographic works and/or recordings (e.g. music videos) (each, a “Work”, and collectively, the “Works”) on the Program;
2. The Artists agree to order and obtain a digital nuance analysis (each, a “DNA”, and collectively, the “DNAs”) of their Works, in the following amounts and at the following price to be paid by the Artists (the “Fee”):
   1. One (1) DNA for USD$0.99;
   2. Five (5) DNAs for USD$3.99; or
   3. Fifteen (15) DNAs for USD$9.99; and
3. The Artists hereby engage the services of Hitlab Inc. (the “Company”) to exclusively represent them and their Works to potential recording companies, producers, professionals and the public as further set forth herein.

These Online Terms of Services and Conditions (the “Terms and Conditions”) constitute the legal agreement between you and Hitlab Inc. (the “Company”) with respect to your participation in the Program and submission of your Works to the website available at https://deas.hitlab.com (the “Online Website”). You acknowledge that you have read, understand, and voluntarily agree to and agree to abide by these Terms and Conditions in their entirety as well as the online privacy policy available at https://deas.hitlab.com/privacy-policy/ (the “Privacy Policy”).

The effective date of these Terms and Conditions is March 17, 2021 (the “Effective Date”), and these Terms and Conditions expressly supersede any and all prior agreements by you and Company with respect to the Program and/or the Works. By submitting your Works as set forth in these Terms and Conditions, you confirm and agree that you meet the Eligibility Requirements (as hereinafter defined) and that the Works meet the Work Submission Requirements set forth in section B of these Terms and Conditions.

Works will be accepted commencing on the Effective Date through and including September 17, 2021 (the “Submission Period”). No Works will be accepted after the Submission Period.

Company makes no guarantee that all Works that it receives will be reviewed. As used herein, the “User” will refer to the Artists and the individual who completes the data fields on the Online Website and uploads the Works.

The User must be at least eighteen (18) years of age or the age of legal majority in User’s jurisdiction (if greater than eighteen (18) years of age) and, if the User is registering on behalf of a person under the legal age of majority (each a “Minor”), the User must be duly and legally authorized to act on behalf of such Minor (i.e., the User must be a parent or legal guardian).

A. Eligibility Requirements / Fees / Compensation.

To participate in the Program, you must satisfy all of the following eligibility requirements (collectively, the “Eligibility Requirements”) and be able to prove all of the following, all to the satisfaction of Company within its sole and exclusive discretion:

1. By the Effective Date, you must be of the age of majority in your country of residence and at least eighteen (18) years of age. If you are not at least eighteen (18) years of age by the Effective Date, or if you are ever in breach or default of any payment, term, or condition under the Terms and Conditions or pursuant to any other agreement with Company you are not and shall not be eligible to participate in the Program.
2. To be able to display and publish your Works as part of the Program (currently scheduled to begin on the Effective Date), you must have paid the Fee and all amounts due for the submission of the Works and services rendered for or to you and also be able to demonstrate that you do not have any legal restrictions or contractual arrangements that would prohibit you from fully participating in the Program, showcase, and/or entering into any contracts and/or agreements required by Company, which may include, without limitation, the Representation Agreements (as hereinafter defined) (subject to paragraph 4 below). The Company does not provide refunds, which you expressly acknowledge.
3. In the event that you already have a management contract prior to your submission of the Work, the requirement to enter into a management contract shall not apply to you provided that you can demonstrate that such contract was executed prior to the date of your initial upload of the Work. By uploading and submitting the Work, you must timely complete and return all such rights agreements, releases, and all exhibits, schedules, and attachments thereto as may be furnished to you by Company, from time to time, within their sole and exclusive discretion.
4. Company shall have full discretion to select the Artists that Company may wish to represent, manage, and introduce to its contacts and customers. Company will rely on its professional expertise, taste, judgment, discretion, and the DNAs to select such Artists. The Artists selected will then be requested to enter into certain or all of the Representation Agreements. The Artists shall be free to consult with independent legal advisors and to accept and sign such Representation Agreements.
5. Notwithstanding the signature of any Representation Agreement, each of the Artists agree that the fees of Company for administering the publishing rights granted in respect of the Works shall be an amount of 15% of all gross publishing revenues in addition to 50% of the publishing revenues which shall be earned and paid to Company as the publisher of the Works from all territories, worldwide and all media and formats now known or hereinafter discovered. In addition, if a professional engagement is obtained or if the Artists  earn or receive any income, revenue or receipts by their submission of the Works or by Company’s efforts or contacts, including any recording agreements, they agree that Company shall be entitled to receive 18% of such revenues and receipts as a fee for the services and platform provided through the Program.
6. As of the Effective Date and continuing through the completion or termination of the Program, neither you nor any of your immediate family members or members of your household (whether related or not), may be an employee, officer, or director of: (a) The Company and all majority-owned subsidiaries thereof; (b) any of the foregoing entities’ respective parents, subsidiaries, or affiliated companies or entities; (c) any person or entity involved in the casting, auditions, development, production, distribution, or other exploitation of the Program or any variation thereof; or (d) any known, major sponsor of the Program (collectively, the “Program Entities”).
7. You must accurately complete all Representation Agreements and other documents provided by Company, any of the other Program Entities, or any other entity providing services to the Program. Company has the sole discretion to make determinations of eligibility, which are binding and final in all respects, and Company reserves the right to change any of the Eligibility Requirements at any time. In addition, you acknowledge and agree that Company has the sole discretion at any time to render ineligible any person who, in Company’s sole discretion, is sufficiently acquainted with the development, production, administration, judging, exhibition, or other exploitation of the Program such that his or her participation in the Program could create the appearance of and/or the existence of an actual a conflict of interest or impropriety.

B. Work Submission Requirements.

1. General Requirements.
   1. Your Works should be submitted to the Online Website at http://deas.hitlab.com or such other sites as authorized by Company from time to time, including those websites operated by Program Entities, sponsors or partners of Company. Follow the onscreen prompts to upload your Works. Your Works will NOT be accepted after the Submission Period. 
   2. You (or your parent or legal guardian, if you are a Minor) are responsible for obtaining the compatible hardware or devices and must have Internet access during the Submission Period and sign up as the User on the Online Website. Company does not guarantee that you will be able to access the Program on any particular hardware or devices. 
   3. The Works MUST be submitted by a registered User who is at least eighteen (18) years of age or the age of legal majority in User’s jurisdiction (if greater than eighteen (18) years of age), which User shall be either you, or, if you are a Minor, your parent or legal guardian. 
   4. Your Works must comply with the requirements of this section B of the Terms and Conditions. Any Works that, in Company’s discretion, does not comply with the requirements of this section B of the Terms and Conditions may be excluded in Company’s sole discretion.
   5. Your Works submission will not be complete until you have accepted these Terms and Conditions and the Privacy Policy available at http://deas.hitlab.com/privacy-policy/.
   6. Company reserves the right to determine, in its sole discretion, whether you have satisfied the Eligibility Requirements and if you are eligible to participate in the Program.
2. The Works
   1. Your Works must conform to the requirements of these Terms and Conditions, and the Privacy Policy available at http://deas.hitlab.com/privacy-policy/. 
   2. Your Works must NOT include mention, feature, include, use, incorporate, or integrate any copyrighted material or copyrighted works unless such copyrighted material or copyrighted works, as applicable, have been duly and properly licensed and cleared (collectively, the “Permissible Licensed Material”).
   3. Your Works shall not infringe the privacy rights of any person or entity, including, without limitation, the privacy rights in and to their image.
   4. The Works must NOT contain material which is obscene, pornographic, discriminatory (based on race, sex, religion, national origin, physical disability, sexual orientation, age, or any ground protected against discrimination under the law applicable to these Terms and Conditions), illegal (for example, underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane, harassing.
   5. The Works must NOT contain defamatory, derogatory, or negative statements or references (whether explicit or implied) to the Program Entities.

C. Selection.

If you are selected for representation by Company, you may be required to provide or arrange for your own travel to a location selected by Company in its sole discretion. If you are selected for representation, and if you will be under eighteen (18) years of age or the age of legal majority in your jurisdiction (if greater than eighteen (18) years of age) on the day you are asked to report to Company’s selected location, your parent and/or legal guardian MUST accompany you. In addition, in the latter case, your parent or legal guardian must bring two (2) pieces of government-issued photographic identification (for example, a driver’s license). If you are accompanied by a legal guardian, as opposed to a parent, your legal guardian must bring proof of guardianship (for example, a court order).

D. Further Documentation.

In the event Company chooses to represent you, you will be required by the Company to fill out, sign, and agree to, all of the terms and conditions of such additional forms and agreements as are required by the Company, which may include, without limitation, a participant agreement release and confidentiality agreement (the “Release”), an exclusive publishing contract, agency contract, management contract, recording contract, merchandising contract, live and/or global touring contract, online content contract, and other agreements necessary for its representation, if any, of you (collectively, the “Representation Agreements”). In addition, you (as well as parents and/or legal guardians in the case of Minor Artists) may be required to complete an extensive background questionnaire and may be subject to a thorough background investigation and other examinations, at Company’s discretion. If you are a Minor, both you and your parent or legal guardian must sign each of the forms and agreements, including, without limitation, the Representation Agreements, and cooperate in having said forms and agreements court approved, if and when required and requested by Company. If you are a Minor and accompanied by a guardian appointed by your parent or legal guardian, you must have the Release signed and notarized by your parent or legal guardian with authority to sign on your behalf and bring the signed and notarized Release with you to the location. Your family and/or guests should be prepared to sign releases concerning the possible taping and/or recording of their name, image, likeness, voice, conversation, etc.

E. Exclusions and Termination.

1. Company reserves the right to exclude and terminate, in its sole and absolute discretion, any individual, including, without limitation, you, from the Program for any reason or for no reason at all, including without limitation, violation of any portion of these Terms and Conditions. Without limiting the generality of the foregoing, Company reserves the right to exclude and terminate, in its sole and absolute discretion, any individual, including, without limitation, you, from the Program:
   1. That breaches or violates any term or condition of these Terms and Conditions, including, without limitation: (i) the Work Submission Requirements; and (ii) the representations and warranties set forth in these Terms and Conditions;
   2. That prior to, during, or after the Submission Period fails, refuses, or neglects to act with due regard to social conventions and public morals and decency, or commits any act in contravention of any public morals and decency which brings Company and/or the Program Entities into disrepute, scandal, contempt or ridicule which shocks, insults, or offends a substantial portion or group of the community or reflects unfavorably on Company and/or the Program Entities, the whole as determined by Company at its full discretion.
2. In the event that Company excludes or terminates you from the Program pursuant to section E.1 of these Terms and Conditions above, you are prohibited from participating in the Program again, whether under your name, a fake or borrowed name, or other name.

F. Publishing Rights / License.

1. In the event that you are the author, owner or composer of any underlying song, music or work embodied in the Work or Works, then, by uploading the Works, Artists hereby grant to Company all of their publishing rights to the Works and all underlying rights to the Works, being all right, title and interest in copyright to the song, music, lyrics or other works underlying or embodied in the Works for the full term of copyright and any extensions or renewals. In addition, by submitting your Works, you hereby grant to Company, in perpetuity, a non-exclusive, royalty-free, sub-licensable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, adapt, reformat, translate, and otherwise exploit and perform all or any portion of the Works for any purpose whatsoever, throughout the universe in perpetuity, in all media whether now known or hereinafter devised, including, without limitation, in connection with:
   1. The Program, including, without limitation, motion pictures, television and publishing, and in connection with the advertising (including at physical locations), sale, promotion, publicity, marketing, merchandising, distribution, publicizing and any and all other types of exploitation of the Program or any part thereof (including without limitation in connection with Program advertisers and/or sponsors and any of their respective products, integrations and/or services) and of any and all ancillary and subsidiary rights, and redistributing part or all of the Program (and derivative works thereof).
   2. The business of Company, applications, interactive television, video on demand and any other media or technology (including, without limitation, Internet protocol, wireless or interactive platforms or interfaces) through which Company may distribute content to end users, whether now existing or hereafter developed (collectively, the “Platforms”), in any and all media formats and through any and all media distribution and advertising and promotional purposes, without accounting, notification, credit or other obligation to you.
2. For the avoidance of doubt, without limiting the generality of the rights granted to Company and/or any Program Entities, these rights include, without limitation, the absolute right to edit and/or alter your Works; distribute and synchronize all or any portion of your Works in timed relation to any other visual elements; to web cast, podcast, re-publish, re-telecast, re-platform, port, syndicate, route, and link to and from all or any portion of your Works; to encrypt, encode and decode, and compress and decompress all or any portion of your Works; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your Works; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your Works; and to excerpt and/or extract portions of your Works in order to host, store, index, categorize and display your Works on or through the Platforms. In this regard, you hereby waive any moral rights in favor of Company to the maximum extent permitted by law.
3. You further grant Company and their respective parents, subsidiaries, related entities or affiliates, successors, licensees and assigns the irrevocable right (but not the obligation) to and to license others to film, tape and/or photograph, record, exhibit, edit and otherwise use your name, voice, sounds, image, likeness and biographical information in and in connection with the Program in any manner in Company’s sole election and discretion, including in connection with advertising (including at physical locations), sale, promotion, programming and publicity materials, marketing, merchandising, distribution, publicizing and any and all other types of exploitation of the Program or any part thereof (including, without limitation, in connection with commercial tie-ins, Program advertisers and/or sponsors and any of their respective products, integrations and/or services) throughout the universe, in any and all media, now known or hereafter devised, in perpetuity.
4. You also grant to Company, any of their respective parent, subsidiary, related entities or affiliates, sponsors of the Program, the rights set forth in this section F for the institutional purposes of Company and/or their respective affiliated entities, throughout the world, in any and all media, now known or hereafter devised, in perpetuity.
5. You understand that any use as described herein shall not entitle you to receive any compensation whatsoever. Company has no obligation to review your Works or to use your Works in any manner whatsoever. Company has the right, but not the obligation to use any of the rights granted by you herein.

G. Representations and Warranties / Indemnification.

You represent and warrant that:

1. All information provided under and in connection with these Terms and Conditions, under any form or other agreement in connection with the Program, including, without limitation, the Representation Agreements, and in connection with the Program shall be complete and truthful. You understand that if you fail to complete any form or agreement requested by Company in connection with these Terms and Conditions or in connection with the Program, or provide false or misleading information, or fail to disclose any pertinent information, you may be excluded from and terminated from participation in the Program.
2. Except for Permissible Licensed Material: (i) You are the sole and exclusive author and owner of One Hundred Percent (100%) of the copyright in and to the Work; (ii) the Works are your own previously unpublished works; (iii) as of the date of submission of the Works, the Works are not the subject of any actual or threatened litigation, claim, or complaint.
3. The Works neither infringe upon nor violate the intellectual property rights, including, without limitation, copyright, or other rights of any other person or entity.
4. The Works do not and will not violate any applicable laws and fully satisfies the Work Submission Requirements set forth in section B of these Terms and Conditions.
5. You will, upon request, promptly furnish to Company any documentation, agreements, substantiation, and releases necessary and reasonably required in connection with Permissible Licensed Material and identifiable locations to prove, confirm, verify, and substantiate your compliance with any or all of these Terms and Conditions, including, without limitation, the foregoing representations and warranties. In the event you cannot provide all required documentation, agreements, substantiation, and releases, Company reserves the right, in its sole discretion, to discard or remove your Works or seek to secure the documentation, agreements, substantiation, and releases  and clearances for the benefit of Company and/or the Program Entities or may allow the applicable Works to be utilized. Additionally, you represent and warrant that you will not acquire any trademark rights, copyrights, or any other rights in the trademarks, trade names, logos or other intellectual property of Company or any other Program Entities. Each Program Entities specifically reserves its respective right to protect its intellectual property against any infringement or other illegal or improper use.
6. You have the right, authority, and capacity to enter into these Terms and Conditions and all documentation, contracts, agreements, substantiation, and releases that may be entered into in connection therewith, including, without limitation, the Representation Agreements.

H. Conditions of Participation.

1. This Program is subject to all applicable laws.
2. You agree to indemnify and hold harmless the Company, the Program Entities, their respective affiliates, partners (including, without limitation, advertising and promotion partners), fulfillment and/or judging agencies, retailers, franchisees, agents, web masters/ suppliers, contractors, vendors, and their licensees, successor, assigns, estate, and from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising in whole or in part, directly or indirectly, out of: (i) your participation in the Program or a related activity or in connection with these Terms and Conditions; (ii) Any breach or alleged breach of these Terms and Conditions.
3. You waive any right to claim ambiguity in the Program or these Terms and Conditions. Company reserves the right to remove suspect Works, and/or cancel, terminate or suspend any portion of this Program at any time and for any reason (or no reason at all) in their absolute discretion.

I. Privacy Policy.

Any personal information supplied by you in connection with the Program will be subject to the Privacy Policy available at http://deas.hitlab.com/privacy-policy/. By participating in the Program, you expressly grant the Program Entities permission to share your name, address, email address and any other personally identifiable information with the other Program Entities for the purpose of this Program.

J. Cookie Policy.

You hereby agree to and accept the Cookie Policy available at http://deas.hitlab.com/cookie-policy/.

K. Digital Millennium Copyright Act Policy.

You hereby agree to and accept the Digital Millennium Copyright Act Policy available at http://deas.hitlab.com/digital-millennium-copyright-act-policy/.

L. Acceptable Use Policy.

You hereby agree to and accept the Acceptable Use Policy available at http://deas.hitlab.com/acceptable-use-policy/. This Acceptable Use Policy is in addition to the terms and provisions of these Terms and Conditions.

M. Other Pitch Materials.

You understand and acknowledge that the Company and the Program Entities have wide access to ideas, concepts, stories, designs, copyrightable works and materials (each, the “Pitch Material”, and collectively, the “Pitch Materials”), and that Pitch Materials are constantly being submitted to the Company and the Program Entities or being developed by their own respective employees. You acknowledge that Pitch Materials be competitive with, similar, or identical to the Works and/or each other in theme, idea, format, expression, and/or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of the use by the Company and the Company and the Program Entities of any Pitch Materials. You acknowledge and agree that the Company and the Program Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright and other rights in and to the Works.

N. Limitations on Liability.

1. To the maximum extent permitted by law, your remedy for any breach of these Terms and Conditions shall be limited to an action at law for compensatory money damages, and the compensatory money damages shall be limited to the actual registration fee incurred in connection with the Program, including reasonable bona fide out-of-pocket outside costs associated with participating in the Program. In no event shall you be entitled: (i) To seek or recover punitive or exemplary damages, incidental or consequential damages, or attorneys’ fees, all of which shall not be recoverable; (ii) to seek or obtain injunctive or equitable relief; (iii) to seek to or actually interfere with, delay, or prevent the continuation of the Program and/or the exploitation, distribution, advertising and promotion of any Works; (iv) rescind these Terms and Conditions or any agreement, contract, document, or release entered into in connection therewith or in connection with the Program, including, without limitation, the Representation Agreements. You acknowledge and agree that notwithstanding anything to the contrary set forth in these Terms and Conditions, the Company and Program Entities shall be entitled to seek and obtain injunctive and other equitable relief. Claims under these Terms and Conditions may only be brought in an individual capacity and not as a plaintiff or class member in any purported class, representative or multiclaimant proceeding. Furthermore, unless the Company agrees in writing, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
2. Without limiting the generality of the foregoing or anything else set forth in this Agreement, you acknowledge and agree that the Company, the Program Entities, their affiliates, partners (including, without limitation, advertising and promotion partners), fulfillment and/or judging agencies, retailers, franchisees, agents, web masters/ suppliers, contractors, vendors and their licensees, successor, assigns, estate, and/or family members, are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with:
   1. Incomplete, lost, late, misdirected, or illegible submissions or for failure to receive or review submissions due to any cause, including, without limitation, human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with you, with the Program Entities, or otherwise, that may limit a participant’s ability to participate in the Program;
   2. Incorrect or inaccurate information whether caused by Internet users, or by any equipment or programming associated with or utilized in connection with the Program and the Program Entities assume no responsibility for any error, omission, malfunction, interruption, deletion, defect, or delay in operation or transmission, communications line failure, theft, or destruction or unauthorized access to, tampering, or hacking;
   3. Any injury, prejudice, or damage resulting directly or indirectly, in whole or in part, from participation in the Program (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the participant’s rights of publicity or privacy); or
   4. Any claim by you for defamation or portrayal in a false light.
3. Without limiting the generality of the foregoing, the Company and the Program Entities assume no responsibility for any damage to your computer system, which is occasioned by accessing the Online Website, or participating in this Program, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. If, for any reason, this Online Website is not capable of operating as planned by reason of infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, fraud, technical failures or any other causes which, in the sole opinion of Company, corrupt or affect the administration, security, integrity or proper conduct of the Online Website, Company and the Program Entities reserve the right, at their absolute discretion, to close the Submission Period.

O. Severability, No Waiver, Assignment, No Joint Venture or Partnership.

If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent of the law. Company’s  and/or the Program Entities’ failure to enforce any right or provision in these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledge and agreed by Company in writing. You may not assign these Terms and Conditions in whole or in part without Company’s prior written approval. Company may assign these Terms and Conditions without your consent, including, without limitation, to: (i) a subsidiary or affiliate; (ii) an acquirer of Company’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void ab initio. No joint venture, partnership, employment, or agency relationship exists between you, the Company, and the Program Entities as a result of these Terms and Conditions.

P. Notice.

Company may give notice by means of electronic mail to your email address or by written communication sent to your address. You may give notice to Company by written communication by email to info@hitlab.com

Q. Questions.

Please contact the Company with any questions regarding these Terms and Conditions and/or the Program by emailing the Company at info@hitlab.com.

R. Amendments.

Company reserves the sole and exclusive right within its discretion to modify or change these Terms and Conditions from time to time and such modifications will be effective upon posting to the Online Website. Your continued use of and participation in the Program after such posting confirms your consent to be bound by the Terms and Conditions, as amended.

S. Choice of Law.

The Terms and Conditions shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any controversy or claim arising out of or relating to the Terms and Conditions, if it cannot be settled by direct discussions, shall be settled by arbitration in accordance with the provisions contained in the Code of Civil Procedure (Quebec) and judgment upon the award shall be entered in a court of the Province of Quebec in the city of Montreal.

T. Language.

The parties herto have requested that these terms and conditions and all communications be drafted in the English language. Les parties aux présentes ont exigé que ces termes et conditions et toutes communications soient rédigés en langue anglaise.