CONTEST PERIOD
The Mobile Recording Studio Contest ("Contest") sponsored by Music Intelligence Solutions™ ("MIS" or "Sponsor") begins at 12:00 AM (all times are Eastern Time) on 04/04/2011 and ends at 11:59 PM on 04/30/2011 ("Contest Period").

VOID WHERE PROHIBITED BY LAW

OFFICIAL RULES
1. ELIGIBILITY: The Mobile Recording Studio Contest is open only to legal residents of forty-five (45) United States and the District of Columbia, EXCLUDING VERMONT, COLORADO, MARYLAND, NORTH DAKOTA and ARIZONA, who are eighteen (18) years of age or older at the time of entry. Employees of MIS and their respective parent companies, affiliated companies, subsidiaries, sponsors, advertising agencies and third party fulfillment agencies and their respective agents, employees, officers, directors, successors and assigns as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee are not eligible to enter. The Contest is subject to federal, state, and local laws and regulations and is void where prohibited.

2. SPONSOR: The Contest is sponsored by MIS (the “Sponsor”).

3. AGREEMENT TO OFFICIAL RULES: Participation in the Contest constitutes an entrant’s full and unconditional agreement to and acceptance of these Official Rules and the decisions of the Sponsor, which are final and binding. Winning a prize is contingent upon fulfilling all requirements set forth herein.

4. ENTRY PERIOD: The Contest begins on Monday, April 4, 2011, and ends on Saturday, April 30, 2011 at 11:59 p.m. Entries that are submitted before or after the Contest Period will be disqualified. uPlaya reserves the right to adjust the Contest Period within its discretion.

5. CREATE AN ENTRY: Each entrant must be registered with uPlaya.com. If you are not already registered, visit uPlaya.com to register. You must upload at least one electronic song onto the uPlaya website for each song entered into the contest. Eligible entries will be judged to determine the one (1) grand prize winner (the “Grand Prize Winner”). Each Entry must meet each of the following requirements: (a.) the Entry does not infringe the intellectual property, privacy, publicity, or any other rights of any third party; (b.) no Entry may (i) be obscene or indecent, (ii) contain defamatory statements, (iii) include threats to any person, place, business, or group, (iv) violate any law or regulation, and (v) invade privacy rights or any other rights of any person, business, or group; (c.) no Entry may have been previously entered in any other contest or previously published in any medium; (d) each contestant must provide all required information accurately, including where the Grand Prize Winner can be contacted on or after the specified judging date. Incomplete, illegible, false or deceptive entries are void. The failure of any Entry or contestant to satisfy any requirement set forth herein will result in disqualification of the Entry at the Sponsor’s sole discretion. The Sponsor reserves all rights and legal remedies.

6. ENTRY FEE: In order to enter the Contest, you must be registered with uPlaya.com. If you are not already registered, visit uPlaya.com to register. Eligible Entries will be judged to determine the one (1) Grand Prize Winner. The Entry must meet each of the following requirements: (a.) Does not infringe the intellectual property, privacy, publicity, or any other rights of any third party. Use of any elements that are not specifically authorized in writing will result in disqualification of the Entry, at the Sponsor’s sole discretion. Sponsor reserves all rights and legal remedies. (b.) The Entry may not be obscene or indecent, it must not contain defamatory statements, it must not include threats to any person, place, business, or group, it must not violate any law or regulation, and it must not invade privacy rights or any other rights of any person, business, or group. (c.) The Entry must have not been previously entered in any other contest or previously published in any medium. (d.) Contestant must provide all required information accurately, including where the Grand Prize Winner can be contacted on or after the specified judging date. Incomplete, illegible, false or deceptive entries are void. The failure of an entrant to upload the requisite number of songs pursuant to these Rules or the violation of any of these Rules or the uPlaya terms and conditions, will result in the automatic disqualification of the contestant and all of the contestant’s Entries. All Entry Fees are nonrefundable. Disqualified or otherwise ineligible individuals shall not be entitled to a refund of Entry Fees or any other amount paid to the Sponsors.

7. SUBMIT YOUR ENTRY: Once you have created an Entry that meets each of the requirements set forth above, submit your Entry by uploading your Entry to the uPlaya website. During the Contest Period, you may enter this Contest via the Internet by logging on to www.uPlaya.com (the “Contest Site”) and following all entry directions there to upload your submission(s). Completed online uPlaya Account and music upload are collectively referred to in these Official Rules as a “Submission”. Entries may not be submitted by more than one (1) person and all Entries must be submitted online no later than at 11:59 PM EST of the final day of the contest.

8. ENTRANT’S WARRANTIES AND REPRESENTATIONS: uPlaya users may submit up to one entry for each electronic song uploaded by such user on the Contest site. Any attempt by any contestant to submit more than the stated number of entries by using multiple or different e-mail addresses, identities, registrations and logins, or any other methods in violation of the uPlaya Terms and Conditions will void that contestant’s Entries and that contestant may be disqualified. Neither the Sponsor, nor the Contest Administrator will verify receipt of Entries. By submitting an Entry, each entrant warrants the Entry is eligible according to the previously stated rules of eligibility. For each Entry, you represent and warrant that (a.) you own all right, title and interest to the Entry or have a valid contractual right to license, use and disclose the Entry pursuant to these Rules; (b.) the Entry and any of the copyrights or other intellectual property rights with respect thereto are duly owned by you (or duly owned by the owners thereof and duly licensed to you) and do not infringe on any copyright or intellectual property or other proprietary right of any person or entity; (c.) no royalties, payments, commissions, or other fees will be due to any third party arising out of the use of the Entry in the Contest; and (d.) you have informed all necessary third parties of the use, processing, or transfer of the Entry to ensure that such third parties have given their consent to the use, processing, and transfer of such Entry described herein. You agree to pay all royalties, fees, and any other monies owing any person by reason of any Entry submitted by you. You acknowledge and agree to be and remain solely responsible for any and all royalties, payments, commissions, or other fees due to any third party arising out of the submission of the Entry in the Contest. You agree to be and remain solely responsible for any and all costs or damages incurred related to take down notices, publishing costs or other claims arising out of the submission of the Entry in the Contest.

9. SPONSOR’S RIGHTS TO ENTRIES: By submitting an Entry, each entrant warrants and represents that they are granting non-exclusive rights to Sponsor for promotion purposes and they will neither be acknowledged nor returned. By participating in this Contest, all contestants agree that Sponsor shall have the right to use all personal information provided to Sponsor in accordance with Sponsor’s Privacy Policy posted on the Contest Site. Sponsor claims all ownership rights to all entries and Sponsor may display the winning Submission, in whole or in part, edited or unedited, in any medium whatsoever, without geographic limitations to promote this Contest and/or any Sponsor’s products, without notice or compensation to the Grand Prize Winner. As part of the registration process, contestants must certify that they have read these Official Rules and that they agree to be bound by said Rules.

10. SELECTION OF WINNER: One Grand Prize Winner will be selected along with three finalists. All Submissions will be scored using uPlaya™ Hit Song Science™ and high scoring songs will receive Auddy™ Awards (Platinum, Gold and Silver), which can be used to promote the songs using uPlaya™ web 2.0 widgets. Finalists will be chosen based upon each Entry’s potential for commercial success as determined by review from human judges with experience in the music industry, as well as feedback from the Hit Song Science™ ranking system. Guest judges (the “Judges”) will choose the Grand Prize Winner on or around June 30, 2011, from the qualifiers, as determined by uPlaya’s Hit Song Science™ and the Judges’ determination of the Entry with the greatest likelihood for commercial success, based upon originality, overall quality, performance, melody and structure. In the event of the receipt of two duplicate entries, only the first entry received will be acknowledged. Decisions of the Judges are final and binding in all respects. Potential Grand Prize Winner and Finalists will be notified by e-mail only. If personal contact cannot be made with potential Grand Prize Winner within seven (7) days from the first notification attempt, then such potential Grand Prize Winner may be disqualified and a runner-up will be determined. The runner-up will be notified by e-mail. In the event of a dispute about the identity of an entrant, each Submission will be declared made by the authorized account-holder of the e-mail address submitted at time of entry. The authorized account-holder is defined as the natural person who is assigned to an e-mail address by an Internet Service Provider, online access provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. With respect to the winning Submission, the Grand Prize Winner may be required to provide proof that the Grand Prize Winner is the authorized account-holder of the e-mail address associated with the winning Submission. Because this is a contest of skill, odds of winning depend upon the eligible Entries received and the entrant’s final score, as determined by the judging criteria for the Contest set forth herein.

11. REQUIREMENTS OF A POTENTIAL WINNER: Except where prohibited, a potential Grand Prize Winner will be required to sign and return an affidavit of eligibility, a liability/publicity release. In addition, a potential Grand Prize Winner may be required to sign a release in which he/she irrevocably assigns and transfers to the Sponsor any and all rights, title and interest in the Entry, including, without limitation, all copyrights and trademark rights, and waives all moral rights in the Entry. Documents must be signed, notarized, and returned to the Sponsor within five (5) days of being notified. If a potential Grand Prize Winner fails to sign and return the required documents within the required time period or is otherwise ineligible to receive the prize, an alternate entrant may be selected in his/her place according to the selection procedures set forth above. If personal contact cannot be made with potential Grand Prize Winner within seven (7) days from the first notification attempt, then such potential Grand Prize Winner may be disqualified and a runner-up will be determined.

12. GRAND PRIZE: The winner of the Contest will receive the following:

• A mobile home recording studio: an iPad2 supercharged with the StudioTrack recording studio application
• By signing up for the uPlaya service, the entrant will have already received Hit Song Science™ score data, artist profile, artist dashboard, promotional widgets, access to the uPlaya music blog tool and possible promotion on uPlaya blog, Twitter, Facebook, and through other affiliate relationships.
• The special edition Contest Winner Web 2.0 Promotional Widget from uPlaya, containing the Grand Prize Winner’s music and other promotional content that can be distributed to most of the major social networks and can be passed on by fans.
• Exposure through special uPlaya promotions (collectively, the “Grand Prize”).

Two finalists will each win a 15 Song Pack from uPlaya to analyze and promote their music. Finalists will get full Premium features and functionality, like the ability to stream clips of their music, and also 15 contest tickets good for any of uPlaya’s ongoing contests. The finalists will also be promoted on uPlaya’s social networks, including Twitter, Facebook and the uPlaya Blog.

13. PRIZE DETAILS: The Grand Prize Winner will receive the Grand Prize described above. The Grand Prize Winner will receive exposure through special uPlaya promotions and through the Contest Winner Web 2.0 Widget from uPlaya, which contains the Grand Prize Winner’s music and other promotional content that can be distributed to fans and most major social networks including but not limited to Facebook, MySpace, Xanga, NetVibes, MyYearbook, PerfSpot and the uPlaya.com Web site. All entrants must agree to these Official Rules, all terms of conditions of the Contest as stated in “The Deal” and the Music Intelligence Solutions™ Terms and Conditions of Use on uPlaya.com. The Grand Prize Winner will be required to timely sign a release certifying that the winning Submission is his or her own original creation, and Grand Prize Winner will be invited to submit a photograph of himself/herself to the Sponsor for publicity purposes. If Grand Prize Winner is deemed a minor in his/her state or country of residence, the document must be signed by his or her parent or legal guardian. Any prize details not specified above, including without limitation shipping, insurance, hard-shell guitar case, warranty, handling fee, and transfers, will be determined by the Sponsor in its sole discretion. Prizes are not transferable or refundable and must be accepted as awarded. No cash or other substitution may be made, except by the Sponsor, who reserves the right to substitute a prize (or component thereof) with another prize (or component thereof) of equal or greater value if the Grand Prize is not available for any reason as determined by the Sponsor in its sole discretion. The Grand Prize Winner is responsible for any and all other costs and expenses not listed above. Prizes may be reported as income to a Grand Prize Winner and the Grand Prize Winner will be responsible for all taxes associated with the receipt of a prize. Sponsor shall not be liable to Grand Prize Winner or any person claiming through Grand Prize Winner for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, air raid, blackout, act of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsor’s sole control (collectively, “Force Majeure Event”). Sponsor shall not be responsible for any cancellations, delays, diversions, or substitutions or any act or omissions whatsoever by any freight or delivery companies selected to deliver the Prize to the Grand Prize Winner, or for any non-delivery due to Grand Prize Winner’s waiver of receipt signature. Failure of any Grand Prize Winner to execute the licenses, releases, affidavits and other documents required by Sponsor shall waive such contestant’s right to the Grand Prize.

14. PRIVACY AND PUBLICITY: All information submitted by entrants in the Contest will be treated according to the uPlaya Privacy Policy. Except where prohibited, participation in the Contest constitutes an entrant’s consent to the Sponsor’s use of his/her name, likeness, sobriquet, voice, opinions, biographical information, state of residence, Submission (in whole or in part) for promotional or advertising purposes in connection with this Contest and/or the promotion of the Sponsor’s products on a worldwide basis, and in all forms of media, now or hereafter known, in perpetuity, without review, permission or further compensation.

15. GENERAL CONDITIONS: In the event that the operation, security, or administration of the Contest is impaired in any way for any reason, including, but not limited to fraud, virus, or other technical problem, the Sponsor may, in its sole discretion, suspend, modify, or terminate the Contest. The Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, the Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor may prohibit an entrant from participating in this Contest or winning a prize if, in its sole discretion, it determines that said entrant is attempting to undermine the legitimate operation of this Contest by cheating, hacking, deception, or other unfair playing practices (including the use of automated quick entry programs) or intending to annoy, abuse, threaten, or harass any other entrants or Sponsor’s representatives. Failure by the Sponsor to enforce any provision of these Official Rules shall not constitute a waiver of that provision. In the event of a dispute as to any online entry, the authorized account holder of the e-mail address used to enter will be deemed to be the participant. The authorized account holder is the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address

16. RELEASE AND LIMITATIONS OF LIABILITY: By participating in the Contest, entrants agree to release and hold harmless the Sponsor, the Judges, and each of their respective officers, directors, employees, and agents (collectively, the “Released Parties”) from and against any claim or cause of action arising out of participation in the Contest or receipt or use of any prize, including, but not limited to: (a.) any technical errors that may prevent an entrant from submitting an entry; (b.) unauthorized human intervention in the Contest; (c.) printing errors; (d.) lost, late, postage-due, misdirected, or undeliverable mail; (e.) errors in the administration of the Contest or the processing of entries; or (f.) injury, death, or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Contest or receipt of any prize. Entrant further agrees that in any cause of action, the Released Parties’ liability will be limited to the cost of entering, if any, and participating in the Contest, and in no event shall the Released Parties be liable for attorney’s fees. Entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages.

17. DISPUTES: Except where prohibited, entrant agrees that any and all disputes, claims and causes of action arising out of, or connected with, the Contest or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in the State of Georgia. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, entrant’s rights and obligations, or the rights and obligations of the Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any choice of law or conflict of law rules (whether of the State of Georgia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Georgia.

18. CONTEST RESULTS: To request the name of the Grand Prize Winner, send an email to: info@uplaya.com. Requests must be received within four (4) weeks of the end of the Entry Period. The Grand Prize Winner will be notified within ninety (90) days of the end of the Entry Period.