CONFIDENTIAL

DRAFT

8/31/2012

SHOPLATELY AFTER LABOR DAY GIVEAWAY OFFICIAL RULES NO PURCHASE IS NECESSARY TO ENTER OR WIN THIS CONTEST. Eligibility This contest is open to legal residents of the United States, including all 50 states and the District of Columbia. All participants must be 18 years of age or older at the time of entry. Employees of ShopLately, its subsidiaries, parent corporations, and related companies, suppliers, public relations agency, printers, marketers, and their immediate families are not eligible to enter or win. Entry You may enter the Contest starting on September 4, 2012 and concluding on September 14, 2012. To enter the contest, do one or both of the following: 1) Follow @ShopLately on Twitter and Instagram; 2) Post a photo of yourself on Instagram wearing an item you purchased from one of ShopLatelys Labor Day 2012 Weekend sale events; and 3) Share a link to that photo on Twitter using the hashtag #SLSTEALS For performing the activities described above, you shall make one entry into the Contest. You agree to be contacted by ShopLately, its affiliates, subsidiaries, parent corporations and agents and their respective employees regarding your participation in the Contest and the use of your entries. Prizes and Selection of Winners Five Prizes will be awarded. Prizes will consist of $50.00 credit on ShopLately.com. The five entries that receive the most likes on Instagram by September 17, 2012, will be selected as winners on September 17, 2012. The approximate retail value of each Prize is $50.00 United States Dollars. The maximum approximate retail value of all Prizes is $250.00 USD. Winners will be notified via email, Twitter, or Instagram. Winners are solely responsible for any and all federal, state, and local tax liability arising from the award of a Prize or participation in the Contest. Right and License to Use By submitting a Contest Entry, you agree and consent to ShopLatelys use and publication of your entry, your name and location (as stated by you in your Instagram or Twitter account), and your likeness without any further compensation. You acknowledge that information you provide in the entry form will be disclosed to ShopLately. Conduct By entering this Contest, you affirm and acknowledge that you have read and agree to abide by these Contest Rules, ShopLatelys Terms and Conditions, and the decisions of the Contest judges. You agree to make entries using only one Instagram account and one Twitter account. ShopLately reserves the right to disqualify you and your entries if you fail to comply with any of the provisions of these Contest Rules. This Contest is governed by the laws of the United States and the state of California. By entering this Contest you agree to submit to the jurisdiction and venue of courts located in Santa Clara County, California.

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DRAFT

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Limitations of Liability You agree to hold Twitter, Instagram, ShopLately, and each of their respective affiliates, subsidiaries, parent corporations, and their respective officers, directors, shareholders, employees and agents harmless in the event of any inaccurate or incorrect entry information, theft, destruction, tampering or unauthorized access to or alteration of entries, printing or other errors, and entries that are lost, delayed, incomplete, late, misdirected, stolen, mutilated, rendered illegible, or any combination thereof. ShopLately has the right to modify, suspend or terminate the Contest at any time. In the event that the Contest is terminated early, Winners will be selected from all eligible entries received by that time. Release from Liability and Indemnification By entering the Contest, you agree to indemnify, discharge, release and hold harmless Instagram, , Twitter, ShopLatley, and each of their respective affiliates, subsidiaries, parent corporations, and their respective officers, directors, shareholders, employees and agents from and against any claims, damages, losses, liabilities, or injuries made by Winners, Contest participants, or other third parties related in any way to this Contest including but not limited to claims of copyright infringement, trademark infringement, and misappropriation of likeness, as well as any injuries, damages or losses, whether alleged, threatened or actual, to any person or property resulting in whole or in part, directly or indirectly, from use, misuse, possession or acceptance of any prize, participation in Contest-related activities or participation in the Contest itself. Winners List For an official list of Contest Winners (available after September 18, 2012), please send an email to support@shoplately.com with Contest Winners in the subject field.

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