NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN.

1. DESCRIPTION: The "Rock The Space" Contest ("Contest") is a battle of the bands contest administered through the online networking community MySpace. You must be a MySpace member in order to participate in the Contest or win a prize. Membership on MySpace is free, and can be obtained by logging on to www.myspace.com and following the onscreen instructions to open an account. The administrator of this Contest is Creative Zing Promotion Group ("Administrator"), 100 E. Pine Street, Suite 201, Orlando, Florida 32801. The sponsors of this Contest are MySpace, Inc. ("MySpace"), 407 North Maple Drive, Beverly Hills, CA 90210 and MySpace Records ("MySpace Records"), 407 North Maple Drive, Beverly Hills, CA 90210 (collectively, "Sponsors"). The presenting sponsor of this Contest is Toyota Motor Sales, U.S.A., Inc., 19001 South Western Avenue, Torrance, CA 90501 ("Presenting Sponsor"). The Contest will flow as follows:

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2. Eligibility: Contest is open only to legal residents of the fifty (50) United States and Washington D.C., who are at least eighteen (18) years of age or the age of legal majority in their state of primary residence at time of entry ("Entrant"). Entrants may consist of solo artists or bands. In the case of a band Submission, all members of the band must meet the eligibility requirements contained herein. One member of each participating band will be appointed as the designated contact for the band as the Entrant and will be responsible for fulfilling all Entrant requirements as stated herein. Furthermore, Entrants may not be eligible to participate in this Contest if an Entrant or any member of his/her band is under contract with (i) any record company, (ii) any major publishing company, or (iii) any company or organization which might interfere with an Entrant's ability, or the ability of any member of a band, to perform for the promotion Sponsors, or to enter into agreements with the Sponsors as described herein, as determined by the Sponsors in their sole and absolute discretion. Each Entrant must have Internet access as of May 19, 2009. All Entrants (or in the case of a band, the participating band) must be registered members of MySpace with a MySpace artist profile ("Artist Profile") and in compliance with MySpace's Terms & Conditions policy located at http://www.myspace.com/index.cfm?fuseaction=misc.terms, which may be amended from time to time. Each Entrant must be the rightful owner (or have authorized use) of the e-mail address identified with the Entrant's MySpace account as of May 20, 2009. In the event of a dispute as to the identity of a winner, the winner will be deemed to be the natural person in whose name the e-mail account associated with the provided e-mail address was opened. Employees, shareholders, officers, directors, agents, and representatives of Sponsors, Presenting Sponsor, Administrator, Sprout and each of their respective parent companies, affiliates, divisions, subsidiaries, agents, representatives and promotion and advertising agencies (collectively, the "Contest Entities"), together with the immediate family members and/or those living in the same household of such persons, are not eligible to participate in the Contest. For purposes of the Contest, "Household Members" shall mean those people who share the same residence at least three months a year and "Immediate Family Members" shall mean parents, step-parents, legal guardians, children, step-children, siblings, step-siblings, or spouses. Contest void where prohibited.

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3. HOW TO ENTER: To enter, Entrants must visit the Contest web site during the Submission Period by logging in to their MySpace profile and going to http://www.myspace.com/toyotamusic ("Website"). Your Artist Profile must list the name and birth date of each member of the participating band and these band members must remain the same through the awarding of any prize in order to be eligible to participate as a finalist and/or win a prize. Entrants will then have the opportunity to upload no more than one (1) original song ("Submission") to "Sprout Builder Mixer" directly from their desktop. Entry will not be complete until Entrant has followed the onscreen prompts to upload and attach the Submission from the Entrant's MySpace Gallery. Submission must be uploaded by 11:59 a.m. ET on July 1, 2009. Upon completing entry into Contest, Entrants will be able to generate a widget with an embed code to inform fans to visit the Website and vote during the Voting Phase. Limited to one (1) entry per person and/or band, per MySpace Artist Profile. Entrants must provide all information requested to be eligible to win. Entry is not complete until Entrant has followed the online prompts to upload the digital file containing their Submission and affirmatively accepted the Official Rules.

Submission Requirements

The Submission must meet the following guidelines:

The Submission must meet the following content restrictions:

Entrants who submit Submissions, which violate any of these requirements, may be deemed ineligible to receive the prize and their Submission may be void at the Contest Entities' sole discretion. Contest Entities reserve the right to disqualify in their sole and absolute discretion any Submissions deemed inappropriate or that do not comply with the Website's Terms of Use. Contest Entities reserve the right to allow for minor fluctuations between the Entrant's timing device and the actual runtime of the Submission on the Website, based on clear intent to comply with the Official Rules, as determined in the Contest Entities' sole discretion. Incomplete or unintelligible entries will be disqualified. Contest Entities reserve the right to determine in their sole discretion which entries have satisfied the entry requirements. ELIGIBLE ENTRANTS MUST SUBMIT IN ACCORDANCE WITH THESE OFFICIAL RULES. NO OTHER METHOD OF SUBMISSION WILL BE ACCEPTED.

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4. REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each Entrant represents and warrants as follows: (i) the Submission is the Entrant's own original, previously unpublished, and previously unproduced work; (ii) the Submission does not contain any computer virus, is otherwise uncorrupted, is wholly original with Entrant, and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iii) the Submission does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity; (iv) you have obtained permission to submit the names of any band members, their personally identifiable information and their performances contained in the Submission; and (v) the Submission does not and will not violate any applicable laws, and is not and will not be defamatory or libelous. Each Entrant hereby agrees to indemnify and hold the Contest Entities harmless 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 out of any breach or alleged breach of any of the warranties, representations or agreements of Entrant hereunder, or from Entrant's participation in the Contest.

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5. MATERIALS/RIGHTS IN SUBMISSIONS/PUBLICITY RIGHTS: In consideration of a Submission being reviewed and evaluated for this Contest, each Entrant hereby grants to the Contest Entities the non-exclusive irrevocable, fully paid, universal license to use, copy, sublicense, transmit, distribute, publicly perform, publish, delete or display such Submission, or any portion thereof, including to the extent applicable (a) any information, biographical data, and material (e.g., the "Creative File") submitted by Entrant in connection with the Contest; and (b) all video, audio, photographs, text, graphics, statements, any other creative materials, and quotations of or by Entrant and furnished by Entrant as part of this Contest (the "Material") included in and/or submitted by Entrant in connection with the Contest), in any media now known or hereafter devised including, but not limited to all forms of electronic media, print media and all forms of internet and wireless protocol. Each Entrant understands that his or her name and other Material may be posted on the Website in connection with Contest. Entrant agrees that the Contest Entities have no obligation to post a Submission or any Material on the Website. Each Entrant authorizes the Contest Entities to utilize, for eternity and in any manner they see fit, the Submission provided to Contest Entities, and to make derivative works from such materials solely in connection with the Contest (i.e., without limitation, to create promotional materials). Each Entrant releases the Contest Entities, and their assigns and licensees, from any and all claims or liability (now known or hereafter arising), including but not limited to any claims for defense and/or indemnity, in connection therewith. Each Entrant agrees and acknowledges that participation in the Contest, including, without limitation, the Entrant's decision to provide the Submission to Contest Entities for purposes of the Contest, shall not give rise to any confidential, fiduciary, implied-in-fact, implied-in-law, or other special relationship between the Contest Entities and Entrant, does not place the Contest Entities in a position that is any different from the position held by members of the general public with regard to elements of the Entrant's Submission, and that the only contracts, express or implied, between the Contest Entities and Entrant is as set forth in these Official Rules and the release forms. In addition, by participating in the Contest and providing a Submission, each Entrant hereby grants permission (except where prohibited by law) for the Contest Entities to use Entrant's Submission, name, likeness, voice, quotes, comments, biographical information, photograph and/or image for the purpose of advertising, trade, or promotion without further compensation or consideration in any and all media now known or hereafter developed throughout the universe. Except as required by law or permitted pursuant to these Contest Official Rules, the Contest Entities will not share an Entrant's information with any third parties.

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6. CONTEST JUDGING: Submissions will be judged by a panel of judges selected by Contest Entities ("Judging Panel"). Submissions will be scored based on the following criteria to select the five (5) Finalist Submissions:

  1. Creativity: 25%
  2. Originality: 25%
  3. Entertainment Value & Appeal: 25%
  4. Lyrics and melody: 25%

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7. FINALIST NOTIFICATION: Each of the five (5) potential Finalists, as determined by the Judging Panel, will be notified by telephone, email and/or overnight mail on or about July 13, 2009 and will be required to respond (as directed) to the notification attempt within five (5) business days (or a shorter time if required by exigencies). The failure to respond timely to the notification may result in forfeiture of participation in the Contest and, in such case, Contest Entities may select an alternate Finalist according to the Judging Panel results. Potential Finalists will be required to execute and return an affidavit of eligibility, a liability release and, unless prohibited by law, a publicity release and other related documents required by the Contest Entities, and, in the case of a band Submission, a Band Member Release (the "Finalist Documents") within a reasonable amount of time, as determined by the Contest Entities in their sole discretion. Potential Finalists can NOT proceed to the Voting Period until all such properly executed and notarized Finalist Documents are returned. Once the Finalist Documents have been received by the Contest Entities in accordance with these Official Contest Rules, the five (5) Finalists will have their Submissions posted on the Website for the Voting Period, described in Section 8. Additionally, the Finalist's Submissions will be made available for download from the Website by members of the general public.

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8. VOTING PERIOD: The five (5) Finalist Submissions will be posted on the Website during the Voting Period and Registered Users will have the opportunity to vote for their favorite Finalist Submission according to the Registered Users' judgment and interpretation of the creative content. Submissions will be judged solely on the subjective opinions of the Registered Users who choose to participate in the voting process. Registered Users are eligible to vote on their favorite Submission by logging in to their account and following the onscreen prompts to vote for their favorite Submission. The Finalist Submission which receives the most votes during the Voting Period will be declared the Grand Prize winner, pending return of any necessary prize release forms. In the event of a tie, the Contest Entities will host a 24-hour "Final Voting Round" between tied entries in accordance with the aforementioned voting criteria. In the event of such a tie, additional details regarding the Final Voting Round will be made available on the Website. All decisions of the Contest Entities are final on all aspects of the Contest. There is a limit of one (1) vote per Registered User, per 24 hour period during the Voting Period.

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9. PRIZES (5): The Grand Prize winner will receive a standard recording agreement (subject to the terms and conditions of the MySpace Records recording agreement which will be provided to all potential Finalists prior to completion of the Finalist Documents) with MySpace Records for the winning Entrant. The MySpace Records recording agreement includes a $10,000 advance paid to the Grand Prize winner. In no event shall MySpace be obligated to any entrant and or winner in the Contest for any amount greater than $10,000. Each of the four (4) non-winning Finalists will receive a MySpace Records Development Deal Friends Package (subject to the terms and conditions of the MySpace Records Friends Contract which will be provided to all potential Finalists prior to completion of the Finalist Documents). Additionally, the Grand Prize winner and the non-winning Finalists may have to participate in other Contest related activities as may be required by Sponsors. Such activities shall serve as additional promotion for the corresponding bands. No prize substitution is allowed except at the discretion of Contest Entities. If a prize cannot be awarded due to circumstances beyond the control of Contest Entities, a substitute prize of equal or greater retail value will be awarded; provided, however, that if prizes are awarded but unclaimed/forfeited by recipient, prize may not be re-awarded, in the sole discretion of the Contest Entities. Other restrictions may apply. Limit one (1) prize per household.

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10. POTENTIAL WINNER NOTIFICATION: Potential winners will be selected based on the aforementioned Voting Period (and any required Final Voting Round) results. The potential winner and the Runners-Up ("Potential Winners") will be contacted via phone, email or overnight mail to confirm eligibility and compliance with the rules on or about September 3, 2009. Potential Winners must be able to receive telephone calls from an unlisted and/or blocked number. Messages may not be left. Potential Winners will be required to respond as directed by the Contest Entities to the notification. The failure to respond timely, to the notification may result in forfeiture of the prize and, in such case, Contest Entities may declare an alternate Potential Winner, based on ranking results. Potential Winners will be required to sign and return a Prize Acceptance Form and the applicable Recording Agreement prior to being declared the Grand Prize or Runner-Up Prize winner. All documents must be returned within the time period directed by the Contest Entities. Prizes will not be awarded until all such properly executed forms are returned.

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11. NATURE OF RELATIONSHIP/WAIVER OF EQUITABLE RELIEF: Each Entrant understands and acknowledges that the Contest Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own employees. Each Entrant also acknowledges that many ideas may be competitive with, similar or identical to the Submission and/or each other in theme, idea, format or other respects. Each Entrant acknowledges and agrees that such Entrant will not be entitled to any compensation as a result of any Contest Entities' use of any such similar or identical material. Each Entrant acknowledges and agrees that the Contest 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 in and to the Submission.

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12. RIGHTS OF CONTEST ENTITIES: Contest Entities, shall have the right and sole discretion to edit, refuse to air or transmit or cease to air or transmit any Submission whatsoever which it finds to be in violation of the provisions hereof, does not fully comply with all of Contest Entities' requirements in connection with any and all legal clearance issues, or which it finds in its sole discretion to be otherwise objectionable for any reason. Contest Entities also reserve the right to replace the winning Submission with the Submission of an alternate eligible Entrant in accordance with these Official Rules if such Submission and/or Entrant is withdrawn from or removed from the Contest for any reason, including without limitation, Entrant's failure to have Finalist Documents executed as directed by the Contest Entities. The Contest Entities are not responsible for any materials provided by Entrants which are deemed harmful or offensive to others or for any harm incurred as a result of the Submission creation. The Contest Entities make no warranties, express or implied, as to the content or the accuracy or reliability of any information or statements contained in the Submission. All statements and opinions made by Entrants are those of such Entrants only, and the Contest Entities neither endorse nor shall be held responsible for the reliability or accuracy of same. Contest Entities are not responsible for the content or practices of third party Web sites that may be linked to the Website. The Website may also be linked to websites operated by companies affiliated with Contest Entities. Visitors to those sites should refer to each site's separate privacy policies and practices.

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13. INDEMNITY: The Contest may also be promoted by a third party or parties (each a "Promotional Partner," and collectively "Promotional Partners"). Entrant shall indemnify, defend and hold harmless the Contest Entities, any Promotional Partners, and each of their respective parents, affiliates, successors, assigns and licensees, and each of their respective employees, shareholders, officers, directors, contractors, agents and representatives (collectively, the "Released Parties") from and against any and all liability, claims, loss, damage, injury or expense, including reasonable attorneys' fees, arising out of or in connection with any third party action arising out of or resulting from (i) Entrant's participation in the Contest, (ii) a breach or allegation which if true would constitute a breach of any of Entrant's representations, warranties or obligations herein, and/or (iii) acceptance, possession, use or misuse of any grant or prize, including without limitation, personal injury, death and property damage arising there from.

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14. GENERAL TERMS AND CONDITIONS: By participating, each Entrant agrees that the Released Parties are not responsible or liable for, and shall be released and held harmless from: (i) late, lost, delayed, damaged, incomplete, illegible, unintelligible, misdirected or otherwise undeliverable mail, postage-due notices, release forms, affidavits or other correspondence; (ii) telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures, or difficulties of any kind; (iii) any condition caused by events beyond the control of the Contest Entities that may cause the Contest to be disrupted or corrupted; (iv) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with the Contest; (v) any and all losses, damages, rights, claims and action of any kind in connection with or resulting from participation in the Contest; (vi) acceptance, possession, or use of any grant or prize, including without limitation, personal injury, death and property damage arising therefrom; and (vii) claims based on publicity rights, defamation or invasion of privacy. Contest Entities reserve the right, in their sole discretion, to adjust times and dates reflected in the Description Section of the Official Rules at any time and/or to suspend or cancel the Contest at any time for any reason, including, without limitation, if a computer virus, bug or other technical problem corrupts the administration, security, or proper conduct of the Contest, strikes, lock-outs, acts of God, technical difficulties, and other events not within the reasonable control of Contest Entities. If the Contest is terminated before the designated end date, Sponsor will (if possible) select the winners from all eligible, non-suspect Submissions received as of the date of the event giving rise to the termination. Contest Entities reserve the right, at their sole discretion, to prohibit any Entrant from participating in the Contest or to disqualify any individual it finds, in its sole determination, to be tampering with the entry process or the operation of the Contest; to be attempting to undermine the legitimate operation of the Contest by cheating, hacking, deception, or any other unfair playing practices; to be acting in violation of the Official Rules; or to be acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Contest Entities may suspend or discontinue the Contest if, in their sole opinion, there is any actual or suspected tampering of the Contest, or any other malfunction, event or activity that may affect the integrity of the Contest. CONTEST ENTITIES SHALL NOT BE OBLIGATED TO AWARD ANY PRIZE THAT RELATES TO OR ARISES OUT OF IMPROPER OR MISTAKEN PRIZE NOTIFICATION, OPERATION OR FUNCTION OF THIS CONTEST. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

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15. DISPUTES: All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest, or the rights and obligations of Entrants and the Contest Entities in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In the event of a claim or dispute, Entrants' sole remedy shall be limited to their remedy at law for damages, if any, and Entrants shall not have the right to in any way enjoin or restrain the distribution, advertising, publicizing or other exploitation (in any form of media) of the Website, the Contest, and/or any intellectual property owned or licensed by the Contest Entities or their respective parent companies and affiliated entities.

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16. PRIVACY POLICY: By entering the Contest, you understand that a third party service provider, Sprout, will collect your personal information. Please see Sprout's Privacy Policy located at http://sproutinc.com/privacy/ which governs the collection and use of the information collected by Sprout. By entering the Contest, you grant Sprout permission to share your email address and any other personally identifiable information with the corresponding Contest Entities solely for the purpose of contest administration, judging and prize fulfillment. Sprout will not sell, rent, transfer or otherwise disclose your personal data to any third party other than the corresponding Contest Entities as described above herein.

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17. WINNERS/OFFICIAL RULES: To obtain a copy of the Winner's List or a copy of these Official Rules, send your request along with a stamped, self-addressed envelope to "Rock The Space" Contest Winners/Rules, 100 E. Pine Street, Suite 201, Orlando, Florida 32801. Requests for the names of the winners must be received no later than November 13, 2009. Vermont residents may omit return postage.

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