1. DESCRIPTION OF CONTEST. The 50k Song Contest (”Contest”) from Shadowville.com is designed to discover the best overall hip hop, R&B, or pop artist who has a charismatic or marketable personality. The Contest is divided into three phases. Phase 1 is the standard submission phase, Phase 2 is the finalist judging phase, and Phase 3 is the public voting phase. Phase 1 begins 12:00 AM EST March 26, 2012 and ends 11:59 PM EST May 18, 2012. Phase 2 begins 12:00 AM EST May 19, 2012 and ends 11:59 PM EST May 27, 2012. Phase 3 begins 12:00 AM EST May 28, 2012 and ends 11:59 PM EST July 29, 2012. To enter, entrants must first download a beat which is not marked as ‘Unavailable’ on www.shadowville.com (”Beat”). Internet access may be required. Only one song entry is permitted per entrant. Once an entry is submitted, it cannot be recalled nor will future entries be considered for the same entrant. Features or collaborations are permitted, but the submission must be under one main entrant’s name. The same song may not be submitted by different individuals. Plagiarism, copyright infringement, or false authorship will result in disqualification. The song length must be a minimum of 2 minutes. The primary language used in the song must be English. The song must contain a vocal credit to Shadowville.com and a written credit to the producer for the Beat. Entrants will create a song on the Beat with recorded vocals and then upload the song to YouTube.com and submit the link through the designated Facebook contest form. The YouTube description must contain a link to the Beat used from Shadowville.com. We are not responsible if your link is not working or the song is not active at the time we review your entry. Vocal tags in the Beat used for the entries are acceptable and will not be counted against submissions. At the end of Phase 1, the Shadowville team will select several finalist winners for the Phase 2 period, which will be announced some time on May 28, 2012. Phase 3 will then take place in which audience members can listen, review, and vote on one of the finalists (limited via account, cookie, and IP) on the designated contest site. Multiple votes cast from the same person for the same submission through deceitful tactics such as, but not limited to, using multiple computers or web proxies may result in deletion or banning of that voter’s account. The winner will be announced some time on July 30, 2012. No purchase necessary.

2. ELIGIBILITY. Open to residents of the United States, the District of Columbia, Canada, Australia, New Zealand, and member and candidate/associate states of the European Union who are 13 years of age or older at the time of entry. Void where prohibited by law. Employees of Shadowville Productions, Shadowville Inc., and its subsidiaries and affiliates, participating advertising and promotion agencies and prize suppliers (and members of their immediate family and/or those living in the same household of each such employee) are not eligible.

3. PRIZES & APPROXIMATE RETAIL VALUES: (1) Grand Winner Prize - $500 cash; (1) Second Place Prize - $50 Amazon.com giftcard; (1) Third Place Prize - $39.99 Shadowville.com gift voucher.

4. WINNER REQUIREMENTS/OBLIGATIONS. Each entrant agrees and acknowledges that all rights, title and interest in and to the entry and any materials or information supplied by entrant to Shadowville Productions in relation to the Competition (collectively the “Materials”), including without limitation any and all intellectual property rights therein, are non-exclusively licensed and assigned to Shadowville Productions. Shadowville Productions shall non-exclusively obtain all rights to in and to the song, lyrics, vocals, and master recording therein. Shadowville Productions has the right to edit, adapt, modify, publish, promote, and otherwise use or not use the entry and the information contained therein in any way, in any media throughout the universe, without any compensation to the entrant. Entrant agrees to do all things and execute all documentation necessary to effect the assignment and/or waiver herein described. The entrant acknowledges that: (I) Shadowville Productions has no obligation to use, publish or exploit any Materials, including the songs submitted by the Competition winners; (II) OTHER THAN AS SET FORTH HEREIN, SHADOWVILLE PRODUCTIONS OR ITS ASSIGNS MAY COMMERCIALLY EXPLOIT THE MATERIALS WITHOUT LIABILITY OR ADDITIONAL CONSIDERATION OF ANY KIND TO THE ENTRANTS. Shadowville Productions shall immediately have a non-exclusive license of the copyrights of all submitted works from users. As such any entrant, who is currently signed to an exclusive recording agreement, should not submit songs to this contest without the prior written consent of the label to which you are signed. At no time may an entrant use any content, specifically including but not limited to the imported beats, for their own use, in a commercial capacity unless proper licensing is obtained. All information on the site belongs exclusively to Shadowville Productions and may not be used in any way outside of the confines of the game without permission. Any entrant found to be using such content inconsistent with these rules will be immediately removed from the game and subject themselves to liability at law or in equity. Shadowville Productions will file claims, prosecute and vigorously pursue any and all users that are not in conformity with the rules and regulations of the game. Shadowville Productions will also assist plaintiffs who file civil suits against another entrant for a violation of any intellectual property right protected under US copyright law.

5. GENERAL RULES. Void where prohibited by law. All federal, state and local laws apply. All prize winners must submit an Affidavit of Eligibility certifying that he/she holds all rights to the submission, that the submission has not been previously published, has not won a previous prize or award and that he/she has followed the Official Rules of the Contest. All winners must also provide a Liability/Publicity release form within 7 days of first attempted notification. Noncompliance within this time period or return of any prize notification as undeliverable will result in disqualification and an alternate will be selected. In the event a winner is less than the age of majority in his/her state of residence, all required documents must be signed by the winner’s parent/legal guardian on his/her behalf. No substitution or transfer of prize by winner permitted. Shadowville Productions reserves the right to substitute prize of equal or greater value. ALL FEDERAL, STATE AND LOCAL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNER. Acceptance of prize constitutes permission to the Shadowville Productions and its agencies to use winner’s name and/or likeness for purposes of advertising and trade without further compensation, unless prohibited by law. By participating in this Contest, entrants agree to be bound by the Official Rules and the decisions of the judges which are final. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any contest materials and the terms and conditions of the Official Rules,the Official Rules shall prevail, govern and control. In no event will more than the stated number of prizes be awarded. Shadowville Productions is not responsible for any typographical or other error in the printing of the offer, administration of the contest, or in the announcement of the prize.

6. NOTICE TO ENTRANTS. ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SHADOWVILLE PRODUCTIONS RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Not responsible for faulty, incorrect or mistranscribed phone transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person’s computer related to or resulting from participating in or experiencing any materials in connection with the contest, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user’s ability to participate in the contest. Shadowville Productions reserves the right to cancel or modify the online contest if fraud, misconduct or technical failures destroy the integrity of the program; or if a computer virus, bug, or other technical problem corrupts the administration, security, or proper administration of the program as determined by Shadowville Productions/judging agency/administrator, in their sole discretion. In the event of termination, a notice will be posted online and the contest will be conducted from among all eligible online contest entries received prior to termination. Any damage made to the Web Site will also be the responsibility of the authorized e-mail account holder of the e-mail address submitted at the time of entry. “Authorized e-mail account holder” is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service 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. Proof of submitting entries will not be deemed to be proof of receipt by Shadowville Productions. Any use of robotic, automatic, programmed or the like methods of participation will void all such submissions by such methods. Shadowville Productions reserves the right to freeze or close an account or to prohibit the participation of an individual/account holder if fraud or tampering is suspected or if the account holder fails to comply with any requirement of participation as stated herein or with any provision in these Official Rules.

7. WINNER. A finalist list will be available on a designated webpage commencing on approximately May 28, 2012. A final winner, second place winner, and third place winner will be available on a webpage commencing on approximately July 30, 2012.