*By submitting, you agree to the following Terms and Conditions:

Please read these Terms and Conditions carefully. By participating in the Campaign described herein, you agree to be bound by these Terms and Conditions and any terms and conditions incorporated by reference. If you do not agree to all of the terms in these Terms and Conditions, do not participate in this Campaign. There is no purchase required to participate.

1. Definitions:

The “Artist” means the recording artist, Rachel Grae.

The “Campaign” means the fan engagement activities in response to the promotion contest regarding the Track and/or Video, as described herein.

The “Company” means Instrumental Music Finance Ltd t/a frtyfve at the registered address Scale Space, 1st Floor, 58 Wood Lane, London, W12 7RZ

An “Entry” or the “Entries” means a video made by a Participant for the Campaign that is submitted as part of the Campaign in accordance with the Terms and Conditions.

“Entry Period” has the meaning given to it in paragraph 2.

"Exclusive Licence Period” means the full life of copyright and all renewals and extensions thereof now or hereafter permitted so as to mean, to the extent possible at law, in perpetuity.

“Terms and Conditions” means the terms and conditions as stipulated herein.

The “Participant” means any individual that has contributed with an Entry to the Campaign.

“Records” means any form of reproduction of sound with or without visual images (including without limitation vinyl, CDs, DVDs and any digitally or electronically distributed formats) whether now or hereafter known embodying performances of the Artist.

“Submission Link” means the URL link at: https://www.dropbox.com/request/iwz1czXxfLhSTXRfmKsT

“Track” means the recording embodying the performance of the Artist entitled to be incorporated into the Vide.

“Video” means the audio-visual compilation of Entries (with any other video footage selected by Artist and/or Company) to be created released by Company on 21 May 2023 (subject to any change in release date at Company’s discretion) (“Release Date”).

2. Term

The Campaign will be open for Entries from Friday 21st April 2023 at 08:00 BST until Friday 12th May 2023 at 23:59 BST (the “Entry Period”). All Entries must be received by the Company by uploading the Entry to the Submission Link by no later than the expiry of the Entry Period. All Entries received after the expiry of the Entry Period shall be deemed excluded from the Campaign.

3. Participation

By submitting an Entry, the Participant acknowledges and agrees that their Entry may or may not be selected for inclusion in the Video. The Company reserves the right to select any Entries for inclusion in the Video at its sole discretion, and Participants shall not be individually notified about their Entry appearing or not appearing in the Video. Company is under no obligation to provide feedback or details of the selection process.

The Participant may enter any number of Entries.

The Participant shall, before submitting an Entry and during the Campaign, meet the following criteria:

(a) be deemed to have accepted these Terms and Conditions;

(b) to be a legal resident of the World (the “Campaign Territory”);

(c) to be eighteen (18) years of age or older (all under the age of majority in their jurisdiction of residence as of the first day of the Entry Period must have a parent or guardian’s permission to participate);

(d) to have a valid, lawful, active, and personal e-mail address; and

(e) to not have been previously terminated from participation in the Campaign.

Participants acknowledge and accept that in no event shall Participants be entitled to injunct, enjoin, restrain, or to seek to injunct, enjoin or restrain or seek any other form of equitable relief preventing the exploitation or distribution of the Video or any associated materials after the Release Date.

4. Entries

The Participant shall ensure that any Entries submitted by them is sent to Company via the Submission Link and each Entry must have been received by the Company for the Entry to be valid.

All Entries must meet the following criteria and, by participating in the Campaign, each Participant warrants and undertakes that:

(a) their Entries are video footage of themselves and/or a “mother figure” personally known to them;

(b) their Entries are video footage solely created by means of use of a personal device and not edited in any way prior to its submission to the Campaign;

(c) the Participant is the sole copyright owner of their Entries or, if the copyright to the Entry is jointly owned with others, that he or she has obtained prior, written consent of any other copyright owner(s), that grant(s) the Company all of the rights set forth herein and subjects the other copyright owners to all of the obligations set forth herein;

(d) that their Entries are the Participant’s own, unpublished, fully original creation;

(e) that their Entries does not and shall not contain any material that;

(i) infringes or violates the rights of any third parties, including, but not limited to copyrights, trademarks, or rights of publicity/privacy, or be in any way contrary to law;

(ii) impersonates any person or entity, or falsely states or otherwise misrepresents the Participants affiliation with a person or entity, without such person or entity’s prior written consent;

(iii) includes any individual who is below the age of eighteen (18), except where that individual is the creator of the Entry and they have complied with parental or guardian permission terms set out herein;

(iv) constitutes personally identifying information or other personal or identifying information about any individual, without prior consent;

(v) is false, deceptive, misleading, scandalous, indecent, criminally obscene, pornographic, unlawful, blasphemous, defamatory, libelous, fraudulent, tortuous, threatening, harassing, hateful, degrading, intimidating, or racially or ethnically offensive, or contains nudity, pornographic images, explicit sexual themes or graphic violence;

(vi) encourages conduct that could be considered a criminal offense, could give rise to criminal civil liability, or could violate any law, or that could otherwise be considered inappropriate;

(vii) constitute a virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is harmful or invasive or may, or is intended to damage or hijack the operation of, or to monitor the use of, the Company or any of their hardware, software, or equipment;

(viii) constitutes any advertising, promotional material, or other form of solicitation;

(ix) constitutes any non-public information about a company; or

(x) violates any other applicable terms and conditions stipulated by third parties.

The Company reserves the right to modify or extend the Entry Period or not to include or to later remove any individual Entry or all Entries in the Video at the Company’s sole discretion without notice to any Participant.

If any Participant is younger than the age of majority in their country as of the first day of the Entry Period, then such Participant’s parent or legal guardian must provide written permission to the Company allowing the Participant to take part in the Campaign by sending a signed permission statement to the Company at the following email address: info@frtyfve.com

The Company will not accept responsibility for any Entries that are lost, mislaid, damaged or delayed in transit, regardless of cause, including, for example, as a result of any equipment failure, technical malfunction, systems, satellite, network, server, computer hardware or software failure of any kind.

5. Grant of Rights

In consideration of the opportunity to take part in the Campaign, the Participant hereby grants to the Company, and any third parties authorised by the Company including without limitation affiliated companies, third party licensees and the Artist, an irrevocable, royalty free exclusive licence of the Rights for the Licence Period in the Campaign Territory. The Participant acknowledges that nothing contained in these Terms and Conditions or otherwise shall be deemed to require the Company or the Artist to use any Entry in any way.

The ”Rights” means all uses of the Entry that the Company and/or the Artist may reasonably require in conjunction with the Artist’s musical career and Video including without limitation:

(a) adaptations, edits and modifications to the Entry (including, without limitation, the right to add Artist and Company marks, websites and Video information to the Entry (“Modified Entry”));

(b) usage in any and all media on the cover or other packaging (including metadata) of Records;

(c) usage in connection with any and all live performances rendered by the Artist (or any member thereof) including without limitation as banners and stage dressing for display at such performances;

(d) in connection with both promotional and commercial merchandise including without limitation any and all physical goods, articles and/or products (including without limitation posters, badges, bags, stickers, caps, jumpers, hoodies, t-shirts and postcards) relating to the Artist; and any and all digital goods, articles and/or products (including without limitation screen savers, desktop images, apps and games) which incorporate the Video;

(e) in connection with the marketing, promotion, advertising or publicity of the Artist’s musical career(s), the Video, Records, live performances rendered by the Artist and/or merchandise including without limitation print ads, internet/digital ads, billboards, TV ads, music samplers, posters and flyers.

The Participant further grants to the Company all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to change, publish, distribute, exhibit, use and otherwise exploit the Entry throughout the Campaign Territory for the Licence Period.

During the Exclusive Licence Period, the Participant shall be entitled to share the Entry privately and on the following social media platforms Twitter, Facebook, YouTube, Instagram and TikTok. No other use shall be permitted hereunder.

The Participant hereby waives any and all moral or like rights in and to their Entry and the Video to the fullest extent necessary to allow the Company and those authorised by the Company (including the Artist) to freely exploit the Video in accordance with these Terms and Conditions. To the extent that such rights may not be waived, the Participant hereby agrees not to make any claim based on such rights against the Company or any other party authorised by the Company (including the Artist) to exploit the Video.

The Company and/or Artist shall be the owners of the Video and all rights in and to the Video are expressly reserved to the Company and/or Artist. The Company and/or Artist shall be entitled to exploit the Video in perpetuity by all means and media in the Campaign Territory without payment or reference to any Participant.

6. Warranties

By submitting the Entry, Participant warrants, represents and undertakes that:

(a) they expressly agree to all terms set forth in these Terms and Conditions;

(b) they have complied with the participation criteria set forth in paragraphs 3 and 4 above;

(c) they are at least eighteen (18) years of age as of the first day of the Entry Period and, if any Participant is under the age of majority in their jurisdiction of residence as of the first day of the Entry Period, that they have the express permission of their parent or legal guardian to participate in this Campaign as contemplated herein;

(d) they provide their express permission (and if applicable, has their parent/legal guardian’s permission) to appear in the Entry as described herein;

(e) they are aware of and expressly consents to the use and/or display of the Entry on social media and/or via any digital interactive media and any other usage as outlined in these Terms and Conditions;

(f) they will not use or display the Modified Entry or Video in affiliation or for the endorsement of any brand, product, company or artist (other than Company and Artist).

7. Taxes and costs

Any and all taxes, and any other costs, in connection with the Campaign, an Entry or the Participant, are borne by the Participant.

If any telephone, internet, network and data charges will apply (there is no additional charge to enter this Campaign) then the Participant must have the bill payer’s permission prior to entering the Campaign or submit an Entry.

8. Indemnification

The Participant is responsible for making sure that their Entry complies with all applicable local laws, rules, regulations, and sanctions. By participating in this Campaign and/or submitting an Entry, each Participant agrees to indemnify and hold the Company and their respective subsidiaries, affiliates, partners, dealers, promotions agencies, partners, representatives, agents, successors, assigns, employees, officers and directors and any parties affiliated with the Company or involved in the Campaign (“Released Parties”), harmless from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments against them arising out of the activities to be carried out pursuant to these Terms and Conditions, including, but not limited to, the content of the Participant’s Entry. The Company shall not be liable for any claims, actions, injury, loss or damage of any kind, pursuant to the Campaign or these Terms and Conditions. Furthermore, by participating in this Campaign and/or submitting an Entry, each Participant agrees to indemnify and hold harmless the Released Parties from and against any third-party claim arising from use of the Entry.

9. Data and Privacy

1.1. These Terms and Conditions refer to the Company’s Privacy Policy and Entries will be processed in accordance with the Privacy Policy which also applies to the Participants’ involvement in the Campaign including how the Company handles any data submitted by the Participant. Any questions about these Terms, should be directed to: info@frtyfve.com

By participating in the Campaign, the Participant acknowledges that any personal data provided by the Participant will be processed by the Company for the purposes of carrying out its obligations pursuant to these Terms and Conditions and receiving the benefit of the Rights granted by their paragraph 5. The Participant’s personal data will be is stored electronically in accordance with the Data Protection Act 2018, and that the personal data may be published by the Company, its licensees, its subsidiaries or it partners as described in paragraph 5 above.

All personal data that is obtained by the Company, its licensees, its subsidiaries or its partners, under the Campaign, will be handled in accordance with the Data Protection Act 2018 The Company will be the data controller in respect of all personal data provided by the Participant pursuant to these Terms and Conditions.

10. Reservations

The Company reserves the right to exclude and suspend Participants from the Campaign and deny any Participants having their Entry being embodied in the Video.

Company reserves the right to cancel, terminate, modify, extend or suspend this Campaign without liability in the event an insufficient number of eligible Entries are received. Company reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend this Campaign should it determine (in its sole discretion) that a virus, bug, non-authorized human intervention, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Campaign.

11. Limitation of Liability

Insofar as is permitted by law, the Company, its licensees or distributors will not in any circumstances be responsible or liable to compensate any Participant or accept any liability for any loss, damage, personal injury or death occurring as a result of creating and/or submitting an Entry except where it is caused by the negligence of the Company, its agents or distributors or that of their employees. Participants statutory rights are not affected.

Company and Released Parties are not responsible for technical, hardware, software, telephone or other communications malfunctions, errors or failures of any kind, lost or unavailable network connections, website, Internet, or ISP availability, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of Entry information (regardless of cause) or failed, incomplete, garbled, jumbled or delayed computer transmissions which may limit one’s ability to enter the Campaign, including any injury or damage to Participant’s or any other person’s computer relating to or resulting from participating in this Campaign or downloading any materials in this Campaign. Company may prohibit a Participant from participating in the Campaign if, in its sole discretion, it determines that said Participant is attempting to undermine the legitimate operation of the Campaign by cheating, hacking, deception, or other unfair practices (including the use of automated quick entry programs), using multiple accounts to enter or intending to annoy, abuse, threaten or harass any other Participants or Company’s representatives.

CAUTION: ANY ATTEMPT BY ANY PARTICIPANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CAMPAIGN MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE; THE COMPANY RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Force Majeure

The Company and its licensees, affiliates and assignees reserve the right to cancel the Campaign or amend these Terms and Conditions without notice in the event of circumstances outside its/their control, including without limitation, a major catastrophe, war, civil or military disturbance, strike, earthquake or any actual, anticipated or alleged breach of any applicable law or regulation or any other similar event. No liability shall be attached to the Released Parties as a result thereof. Released Parties are not responsible if the Campaign cannot take place due to events including, but not limited to, travel cancellations, delays or interruptions due to acts of God, acts of war, natural disasters, weather or acts of terrorism.

13. Governing Law

These Terms and Conditions shall be construed and interpreted in accordance with the laws of England and Wales and all disputes arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of England and Wales.