CHEMICAL BROTHERS MIDNIGHT MADNESS TERMS AND CONDITIONS We have invited you to participate in a unique global video project for the Chemical Brothers with Google Earth and to have your work featured online and, possibly, as part of the promotional video for the new Chemical Brothers track entitled “Midnight Madness”. We are invited to make your own short video clip, between 2 to 20 seconds long, or photograph on the theme of Midnight Madness (“Video Clip”) and to upload it via the Chemical Brothers website to Google Earth where it will be tagged to its exact global location. All or part of your Video Clip may also be used as part of the promotional video for the Chemical Brothers “Midnight Madness” release. The terms and conditions that apply to this project are set out below. 1. Introduction 1.1 These Terms and Conditions (“Terms”) shall be binding on you (“you”) when entering this Chemical Brothers on-line video project (“Project”) operated by Virgin Records Limited (“Virgin”). 1.2 Submission of a Video Clip shall be deemed an unconditional acceptance by you of these Terms. All Video Clip instructions and any other specific details relating to the Project form part of these Terms. 1.3 You have made certain representations and warranties to Virgin (both in these Terms and otherwise) in submitting a Video Clip to the Project. Virgin will rely on the accuracy and truth of such representations and warranties in the event that it includes your Video Clip in the Project. Should Virgin or its agents become aware of any fraud, deceit or similar action by you or on your behalf or otherwise or of any act or omission which might have (in Virgin’s opinion, which shall be final) an adverse effect on the Project, Virgin reserves the right to remove your Video Clip (without giving any reason and without notice). 1.4 You agree to co-operate with and comply with all reasonable requests of Virgin and its agents and employees in respect of the Project. 2. Eligibility 2.1 Each Video Clip must feature your performances or performances of third parties on behalf of whom you are entitled to give consent for the exploitation thereof only. 2.2 You represent and warrant that you and any other person featured in the Video Clip is at least 18 years of age on the date of the Agreement and, if requested by Virgin, shall provide evidence your age. 3. The Project 3.1 Virgin may, at its sole discretion, withdraw any Video Clip if it believes it is in the best interests of Virgin to do so. In particular, without limitation, Virgin reserves the right to immediately withdraw your Video Clip if it believes you to be in breach of any of the obligations, representations and/or warranties under these Terms or otherwise conduct yourself in a manner which is inappropriate or unsuitable (in the discretion of Virgin). You will not by any act or omission do anything, which might bring Virgin into disrepute. 3.2 Virgin and EMI Records Limited shall use all reasonable endeavours to procure that a credit to the makers of featured Video Clips appears on the labels and/or packaging of records or videos reproducing the same but for the avoidance of doubt an omission to procure the inclusion of such a credit shall not be deemed to be a breach of this Agreement. 3.3 You acknowledge that no financial benefit other than a nominal payment of £1 (one pound sterling) shall be due to any entrant in respect of the commercial exploitation of their Video Clip. 4. Assignment of Rights 4.1 You grant to Virgin all necessary consents under the Copyright, Designs and Patents Act 1988 (“Act”) and any modification or re-enactment of the Act to enable Virgin to make the fullest possible use of your Video Clip in accordance with the provisions of this Agreement including without limitation any and all consent required under Part II of the Act. 4.2 The copyright in the audio visual recording embodied on the Video Clip shall vest in Virgin and Virgin shall be entitled at all times to the sole right of production, reproduction, exploitation, distribution and sale (under such trademarks as we may select), use and performance (including broadcasting) throughout the World be any and every means whatsoever of the Video Clip. 4.3 With full title guarantee and by way of assignment of present and future copyright and in consideration of the payment to you of the sum of one pence sterling (£0.01) you hereby assign to Virgin your entire right title and interest in and to the Video Clip and all results and proceeds of your services hereunder (including without limitation all so-called rental and lending rights, all rights of communication to the public by satellite and cable retransmission rights) absolutely throughout the World for the full period of copyright therein and all renewals and extensions thereof and thereafter (insofar as is permissible by law) in perpetuity. 4.4 Virgin shall at all times have the right at its sole and absolute discretion to decide whether how and when to commence discontinue or recommence the manufacture and sale of the products reproducing the Video Clip and manufactured in pursuance of this Agreement and to fix and alter prices of such products and also the irrevocable tight and licence to use and publish your names and professional name for labelling cataloguing and exploiting the said products. 4.5 You irrevocably waive throughout the world any and all rights of paternity in and to the audio recording embodied on your Video Clip and agree not to make any claims against Virgin or any party authorised by Virgin to commercially exploit your Video Clip. 4.6 You understand that your Video Clip in relation to of the composition entitled “Midnight Madness” by The Chemical Brothers does not entitle you to any rights in the composition. 4.7 You agree and confirm that the sum payable pursuant to paragraph 4.3 of this Terms and Conditions shall be deemed consideration of the assignment exercise of rental rights in the Video Clip by Virgin and its licensees and that without prejudice to your rights at law, Virgin and you have together determined that such payment constitutes full, equitable and adequate consideration for the grant and/or exercise of all such rights. 4.8 You warrant that no copyright protected or replayed material or “sampled” material is included or incorporated within your Video Clip and that nothing contained therein shall infringe the rights of any third parties whether by way of copyright, rights of privacy, trademarks or otherwise howsoever, and you fully indemnify Virgin therefor. 4.9 You understand that upon submitting your Video Clip into this competition pursuant to these Terms and Conditions you shall have no future rights in respect of exploitation of the Video Clip in any form save that Virgin hereby grants you the right to use the same on a non-exclusive basis for personal uses only. 5. Exclusion of liability 5.1 Virgin is not liable in any way for any costs, expenses, damages, liability or injury arising out of or in any way connected with the creation or exploitation of the Video Clip. This exclusion does not include any liability for negligence by Virgin or death or personal injury arising out of such negligence. 5.2 Virgin accepts no liability (and excludes all liability) for any loss of profit, business, contracts, revenues or anticipated savings or for special, direct, indirect or consequential loss of any nature howsoever arising. 6. General 6.1 You undertake the production of the Video Clip at your own expense and risk and agree to indemnify Virgin and its employees against all costs, losses, damages, expenses and liabilities (including for loss of reputation and goodwill and professional advisors fees) and any claim arising from your own actions in any way in connection with the Video Clip or a breach of your obligations hereunder. 6.2 There is no fee payable to you in respect of your involvement in the Competition. 6.3 Virgin is not liable in any way for any costs, expenses, damages, liability or injury arising out of or in any way connected with the production or exploitation of the Video Clip. This limitation does not exclude any liability for negligence by Virgin or death or personal injury arising out of such negligence. 6.4 These Terms shall be governed and construed in accordance with English Law. 6.5 These Terms represent the entire agreement between the parties relating to the Project (unless otherwise expressly confirmed in writing by Virgin) and supersede all prior representations, agreements, negotiations or understandings (whether oral or in writing). Except as specifically set out herein, all conditions, warranties and representations expressed or implied by law are excluded. For the avoidance of doubt, no information of any nature about the Project or any of these Terms should be relied upon unless confirmed in writing by Virgin. The invalidity, illegality, or unenforceability of the whole or part of a term does not affect the continuation in force of the remainder of the Terms. 6.5 These Terms and Conditions are not intended to nor shall create any rights, entitlements, claims or benefits enforceable by any person that is not a party to them. Accordingly no person shall derive any benefit or have any right, entitlement or claim in relation to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. 6.6 The failure to exercise or delay in exercising a right or remedy provided hereunder or by law does not constitute a waiver of the right or remedy or waiver of other rights or remedies. I hereby agree and acknowledge that I have read the Terms and Conditions above and understand that my Video Clip is subject to these Terms and Conditions. I hereby assign the copyright and any and all performers rights in and to the Video Clip now entered into this project to Virgin Records Limited for commercial and promotional use in any and all media in accordance with the Terms and Conditions.