TRANSFORMATION TEAM TALENT SEARCH ONLINE AUDITIONS

OFFICIAL TERMS & CONDITIONS

TALENT SEARCH ONLY OPEN TO APPLICANTS WHO RESIDE WITHIN LOS ANGELES COUNTY, CALIFORNIA, U.S.A.

1. Talent Search Period. The “Transformation Team Talent Search” (the “Talent Search”) begins 9:00 AM Eastern Time (“E.T.“) on Friday, March 10, 2023 (the time and date previously set forth is referred to herein as the “Start Date”) and ends 9:00 AM E.T. on Sunday, March 12, 2023 (the time and date previously set forth is referred to herein as the “End Date”) (the period between the Start Date and End Date sometimes referred to herein as the “Talent Search Period”). WMX (as defined below)’s computer will be the official clock of the Talent Search.

2. Sponsor. The Talent Search is sponsored by The Coca-Cola® Company North America Group (“Sponsor”), 1 Coca Cola Plaza NW, Atlanta, Georgia 30313.

3. Eligibility. The Talent Search is offered only in the United States to legal residents who reside within Los Angeles County, California, who at the time of entry: (a) are at least eighteen (18) years old at the time of entry; (b) have the unrestricted right to work in the United States or possess the appropriate United States employment authorization that permits you to participate and engage in any part of the Program (as defined below); (c) have online access; and (d) have a valid email address. Misrepresentation of any of the foregoing eligibility requirements, upon discovery by Sponsor and/or WMX, will disqualify the applicable entrant. Sponsor, Warner-Elektra-Atlantic Corp. d/b/a WMX (“WMX”), each of their respective parents, subsidiary and affiliated entities, advertising and promotional agencies, web masters and web suppliers, and their respective officers, directors, agents, employees, representatives, and shareholders, as well as the immediate family (spouse, parents, siblings and children) and household members (whether or not related) of each of Sponsor and WMX, and of any officers, directors, agents, employees, representatives or shareholders of Sponsor and WMX (collectively, “Affiliates”), are not eligible to enter. Applicants must fulfill all requirements set forth in these Official Terms & Conditions and abide by all decisions of the Sponsor and WMX in order to be eligible for the Program (as defined below).

4. Online Audition. During the Talent Search Period, visit the Talent Search registration page available at coke.uproxx.com (“Registration Page”) and (i) complete the questionnaire on the Registration Page; (ii) record and upload a video audition (“Video Audition”) answering the questions set forth on the Registration Page (the maximum file size of the Video Audition is one (1) gigabyte and shall not to exceed two (2) minutes); and (iii) submit a link to one (1) original piece of music (“Original Song”) created solely by applicant (collectively, “Entry”). Entries are limited to one (1) per person throughout the duration of the Talent Search Period. Entries must be completed and received by the specified cut-off time on the End Date. Entries completed or received after the End Date or otherwise outside the Talent Search Period are void. The Talent Search may only be entered from and in eligible jurisdictions. For purposes of this Talent Search, an Entry is “received” when the Registration Page’s servers record the Entry information. Proof of sending (such as, without limitation, a printed, saved or copied automated receipt confirming entry, a “thanks for entering” screen or message) does not constitute proof of actual receipt of the Entry. Any attempt at entry except as above stated is void. Subject to the terms set forth herein, all Entries become the exclusive property of the Sponsor and WMX and will not be acknowledged or returned. Sponsor and their respective Affiliates assume no responsibility for lost, late or misdirected Entries, or for human error, or malfunctions of electronic equipment, computer hardware or software or any other technical problems related to Entries submitted through the Registration Page.

   All Entries must comply with the following content guidelines to be eligible:

   1. The song component of each Entry must not contain any commercial tracks. Songs must be an original recording created and owned solely by the applicant. Entries that fail to comply will be automatically disqualified.

   2. The Video Audition must feature you only.

   3. Entries cannot violate any law or regulation.

   4. Entries cannot violate or infringe any right of any third party, including but not limited to intellectual property rights, such as but not limited to rights of copyright, trademark or patent, or rights of publicity or privacy.

   5. Entries cannot have been submitted in any other competition or contest or widely distributed, disseminated or publicized (as determined by WMX and/or Sponsor in their sole discretion).

   6. Entries cannot contain any virus, bugs, or other deleterious material.

   In addition to the foregoing requirements, Entries may not contain, and Sponsor and WMX, in their sole discretion, may disqualify and/or remove any Entry that: (1) is sexually explicit or suggestive, indecent, obscene or offensive, derogatory of any ethnic, racial, gender, religious, professional or age group, profane or pornographic, contains nudity, hate speech or drug usage; (2) promotes any particular political agenda or message; (3) disparages any of the Releasees (as defined below); (4) contains or promotes illegal conduct; (5) other than as allowed herein, contains copyrighted materials owned by others or infringes on the rights of any third party; or (6) is otherwise inappropriate, objectionable, or unsuitable for the uses contemplated in these Official Terms & Conditions, as determined by Sponsor and WMX in their sole discretion.

   You shall retain the copyright in any submission, but by entering the Talent Search, you hereby grant your irrevocable and perpetual license, permission and consent, without further compensation or attribution, for Sponsor and/or others authorized by Sponsor (including but not limited to WMX and the respective parents, subsidiaries or affiliated companies of the foregoing) to use, reproduce, print, publish, transmit, distribute, sell, perform, adapt, enhance, or display such submission (including the Video Audition and Original Song) for any purpose, including but not limited to editorial, advertising, trade, commercial, and publicity purposes, in any and all media now in existence or hereinafter created, throughout the world. Sponsor and/or others authorized by Sponsor shall have the right to edit, adapt, and modify the submission. Throughout the Talent Search Period, Sponsor and/or WMX shall have the right to take whatever actions Sponsor and/or WMX deems necessary or appropriate in its sole discretion to protect the Entries and the operation of the Talent Search, including without limitation the disqualification of an applicant who submitted a particular submission or the applicant to whom such Entry is attributable.

5. The Program. Three (3) applicants will be selected to participate in the Coke® Transformation Team, which includes required participation in the following: (i) one (1) exclusive mentoring session with a Warner Music Group expert to occur and be filmed on one (1) day in or around April 2023 in Los Angeles, California (the “Mentor Session”); and (ii) one (1) performance of applicant’s original song to be filmed for WMX’s ‘The Eye Sessions’ video series on a second day in or around April 2023 in Los Angeles, California (the “Recording Session) (collectively, the “Program”). If applicant misses the Mentor Session and/or the Recording Session, the sessions will not be rescheduled and applicant will have no further right to participate in the Program or receive any compensation in connection therewith.

   THE CHOSEN APPLICANTS ARE SOLELY RESPONSIBLE FOR ALL COSTS NOT EXPRESSLY DESCRIBED HEREIN, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, TAXES, TRANSPORTATION, MEALS AND BEVERAGES, ANY HOTEL ACCOMMODATIONS IN LOS ANGELES, CALIFORNIA (IF NECESSARY), INSURANCE, AND ALL PERSONAL EXPENSES OF ANY KIND OR NATURE.

6. Selection and Notification. Entries completed and received by the End Date will be judged by a qualified panel of judges who will evaluate each Entry and select three (3) applicants based on the following criteria: personality, originality, vocal performance, and creativity. Judging of all eligible Entries received will take place promptly after the End Date and chosen applicants shall be notified by email on or about March 16, 2023. The decisions of the judges and the decisions of Sponsor and WMX on all matters related to these Official Terms & Conditions shall be final and binding. NO APPLICANT WILL BE DEEMED CHOSEN, UNLESS AND UNTIL SUCH APPLICANT’S ELIGIBILITY HAS BEEN VERIFIED BY SPONSOR AND WMX IN THEIR DISCRETION, APPLICANT HAS BEEN NOTIFIED THAT SUCH VERIFICATION IS COMPLETE, AND APPLICANT HAS COMPLIED WITH ANY SPONSOR AND WMX REQUIREMENTS (INCLUDING WITHOUT LIMITATION THOSE SET FORTH BELOW). If you are chosen and your contact details have changed since your entry, Sponsor and/or WMX reserve the right to disqualify your entry and select an alternative applicant. Each potential chosen applicant will have forty-eight (48) hours from the moment such notification is issued to respond to such notification by following the instructions provided therein, or Sponsor and/or WMX will select an alternative applicant. If a potential chosen applicant timely responds to such notification, the potential chosen applicant will be required to sign and return to WMX, on dates and times specified by WMX, a Talent Agreement (“Talent Agreement”) in the form or forms provided by WMX (where and to the extent legally permissible). If a chosen applicant does not reply to the notification within forty-eight (48) hours of its issuance, fails to (if required) sign and return the Talent Agreement within the timeframe specified by WMX, is ineligible, or cannot or does not comply with the Official Terms & Conditions, or if the chosen notification is returned to WMX as undeliverable, the chosen applicant will be disqualified, the ability to participate in the Program will be forfeited and an alternate applicant may be selected, at Sponsor and WMX’s discretion. Sponsor and WMX shall have no liability to previously selected chosen applicants who have not timely responded. If not disqualified, the chosen applicant must continue to comply with all terms and conditions of these Official Terms & Conditions, and participation in the Program is contingent upon fulfilling all requirements. Except where prohibited by law, in addition to any other grants that may be granted in any other agreement entered into between WMX and any chosen applicant, by accepting selection to participate in the Program, the chosen applicant agrees to grant to Sponsor, WMX, and the Releasees, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including but not limited to the world wide web, at any time or times, such individual’s name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising, promotional and other purposes in or in connection with the Program without further approval or consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Sponsor and/or WMX in its sole discretion; and upon request, each such individual will provide written consent to the foregoing uses.

7. General Conditions. By entering, applicant agrees: (i) to be bound by these Official Terms & Conditions and WMX’s Privacy Policy as indicated in Paragraph 11 of these Official Terms & Conditions; (ii) that the decision of the Sponsor and/or WMX is final and binding on all matters relating to the Talent Search; and (iii) to be contacted by Sponsor and/or WMX by email, telephone and/or mail. Sponsor and/or WMX’s failure to enforce any term of these Official Terms & Conditions shall not constitute a waiver of that term or any other term in these Official Terms & Conditions. The invalidity or unenforceability of any provision of these terms and conditions 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 Terms & Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or unenforceable provision were eliminated from the terms and conditions. Sponsor and/or WMX reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Talent Search or any website related to the Talent Search; to be acting in violation of the Official Terms & Conditions; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, macro, automatic, programmed or the like entry methods will void all such Entries by such methods. False or deceptive Entries or acts, as determined by WMX, will render the entrant ineligible. WMX reserves the right to restrict Entries from any IP address or device if suspicious activity is detected or suspected. In the event of a dispute as to the identity of the person submitting an Entry, the authorized account holder of the email account used to enter the Talent Search at the actual time of registration will be deemed to be the entrant and must comply with these terms and conditions. The authorized email account subscriber is deemed to be the natural person who is assigned an email address by an Internet access provider, on-line service provider or other organization, which is responsible for assigning email addresses for the domain associated with the submitted email address. Chosen applicants may be required to provide the Sponsor and/or WMX with proof that the chosen applicant is the authorized account holder of the email address associated with the potentially winning Entry. Sponsor and/or WMX may prosecute any fraudulent activities to the full extent of the law. All federal, state and local laws and regulations apply. Any attempt by any person to deliberately undermine the legitimate operation of the Talent Search may be a violation of criminal and/or civil law, and, should such an attempt be made, Sponsor and/or WMX reserves the right to prosecute and/or seek damages from any such person to the fullest extent permitted by law. Further, Sponsor and/or WMX may, in its absolute discretion modify, amend, cancel or suspend these Official Terms & Conditions, the Talent Search and/or the Program at any time if Sponsor and/or WMX deems it necessary, due to technical reasons or to ensure compliance with applicable laws, regulations and guidance, or if circumstances arise beyond Sponsor and WMX’s control. No liability shall attach to Sponsor or WMX as a result thereof.

8. Release. BY ENTERING, ENTRANT AGREES TO (I) RELEASE AND HOLD SPONSOR, WMX AND EACH OF THEIR RESPECTIVE RELATED PARENT COMPANIES, AFFILIATED COMPANIES, AND/OR SUBSIDIARIES, ASSIGNS, AND THE DIRECTORS, EMPLOYEES, AGENTS, OFFICERS AND REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE “RELEASEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES); (“LOSSES”) OF ANY KIND ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE TALENT SEARCH, THE PROGRAM OR PARTICIPATION IN ANY PROGRAM OR TALENT SEARCH-RELATED ACTIVITY (INCLUDING WITHOUT LIMITATION THE REMOVAL FROM THE REGISTRATION PAGE OF, OR DISCONTINUATION OF ACCESS TO, ANY ENTRIES OR OTHER MATERIALS), INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, AND/OR PROPERTY DAMAGE, AS WELL AS CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY; AND (II) INDEMNIFY AND HOLD HARMLESS RELEASEES FROM ANY AND ALL LOSSES (AS DEFINED ABOVE) OF ANY KIND THAT MAY BE ASSERTED AGAINST OR INCURRED BY ANY TALENT SEARCH ENTITIES AT ANY TIME IN CONNECTION WITH THE ENTRIES, OR OTHERWISE RELATING TO ENTRANT’S PARTICIPATION IN THE TALENT SEARCH, INCLUDING WITHOUT LIMITATION CLAIMS CONCERNING THE INFRINGEMENT UPON OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS.

9. Limitations of Liability. The Releasees are not responsible for any lost, late, illegible, misdirected, mutilated, incomplete, incorrect or inaccurate Entries or Entry information, whether caused by the users of any website related to the Talent Search, by tampering or “hacking,” or by any of the equipment, computer hardware or software or any other technical operation or programming associated with or utilized in the Talent Search, and the Releasees assume no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission to any website related to the Talent Search or the Registration Page, or for communications line failure, or for theft or destruction, tampering, or unauthorized access to Entries and/or Entry information. If, for any reason, the Talent Search is not capable of running as planned by reason of infection by computer virus, bugs, worms, tampering, unauthorized intervention, fraud, tampering, technical failures, or any other causes beyond the control of Sponsor and WMX which, in the sole opinion of the Sponsor and WMX, corrupt or affect the administration, security, fairness, integrity or proper conduct of this Talent Search, Sponsor and WMX reserves the right at its sole discretion to void suspect Entries and/or to cancel, terminate, modify or suspend the Talent Search and select the winner from among all eligible Entries received prior to such cancellation, termination or suspension. Additionally, the Releasees are not responsible for any cancellation or postponement of any aspect of the Program. Although WMX attempts to ensure the integrity of the Talent Search, applicants acknowledge that WMX is not responsible for the actions of applicants or other participants in connection with the Talent Search, including applicants’ or others’ attempts to circumvent the Official Terms & Conditions or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Talent Search. IN NO EVENT WILL THE RELEASEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF THE REGISTRATION PAGE, THE STREAMING, DOWNLOADING, AND/OR PRINTING OF MATERIALS FROM SAID SITE, SPONSOR’S, WMX’S OR ANY THIRD PARTY'S REMOVAL FROM SAID SITE OF OR DISCONTINUATION OF ACCESS TO ANY ENTRIES OR OTHER MATERIALS, THE ACCEPTANCE OF PARTICIPATION IN THE TALENT SEARCH OR PROGRAM, OR ANY HARM RESULTING THEREFROM INCLUDING ANY INJURY OR DAMAGE TO APPLICANTS’ OR TO ANY OTHER PERSON’S COMPUTER, OTHER EQUIPMENT, OR PERSON IN CONNECTION WITH PARTICIPATION IN THE TALENT SEARCH. WITHOUT LIMITING THE FOREGOING, THE TALENT SEARCH, ALL ENTRIES, AND ALL OTHER MATERIALS PROVIDED ON OR THROUGH SAID SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Disputes/Choice of Law. Except where prohibited, applicants agree that: (i) any and all disputes, claims, and causes of action arising out of or connected with this Talent Search, or the determination of the chosen applicant shall be resolved individually, without resort to any form of class action, and (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Talent Search but in no event attorney’s fees; and (iii) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Terms & Conditions, or the rights and obligations of entrant and Releasees in connection with the Talent Search, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., without regard for conflicts of law doctrine and all proceedings shall take place in that State. Applicants irrevocably agree to personal jurisdiction by the federal and state courts located in the County of New York in the State of New York, United States of America, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. APPLICANTS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THEIR ENTRIES OR OTHERWISE RELATED TO THE TALENT SEARCH MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

11. Privacy and Personal Information. Information collected from applicants is subject to WMX’s Privacy Policy (located at https://privacy.wmg.com/ecom/privacy-policy) except to the extent waived by a chosen applicant through agreement to a Publicity Release and provided that in the event of any conflict between these Official Terms & Conditions and such privacy policy, the terms and conditions of these Official Terms & Conditions shall prevail. Specifically and without limitation, WMX reserves the right to communicate with any entrant about his or her Entry, and because of the potential critical nature of such communications to the operation of the Talent Search, entrant will not be permitted to “opt out” of receiving such communications.

12. Official Terms & Conditions. For copies of these Official Terms & Conditions, send a self-addressed, stamped envelope to: “Transformation Team Talent Search”, c/o Warner-Elektra-Atlantic Corp. d/b/a WMX, 1633 Broadway, New York, NY 10019. All such requests must be received within four (4) weeks after the End Date.

13. Non-Endorsement. The use of any non-Sponsor trademarks, service marks, logos, or other marks in connection with this Talent Search or the Program is not meant by Sponsor or WMX to imply the endorsement of the respective owner(s) of such marks, or any affiliation of the respective owner(s) of such marks with the Registration Page or the Talent Search.

14. Interpretation. In the event of any conflict between any information provided on the Registration Page regarding the Talent Search (such as a “F.A.Q.”), on the one hand, and these Official Terms & Conditions, on the other, these Official Terms & Conditions shall govern.

15. Headings. Headings and captions are used in these Official Terms & Conditions solely for convenience of reference and shall not be deemed to affect in any manner the meaning or intent of these Official Terms & Conditions or any provision hereof.

© 2023. Warner-Elektra-Atlantic Corp. d/b/a WMX. All rights reserved.