STREET STYLE

                                                                                    "GILT STREET STYLE INSTAGRAM" CONTEST OFFICIAL RULES

 

NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED. WINNER WILL BE REQUIRED TO EXECUTE PRIZE ACCEPTANCE DOCUMENTS AND RETURN THEM WITHIN FIVE (5) DAYS FROM DATE OF ISSUANCE OF NOTIFICATION, AS MORE FULLY DETAILED BELOW. INTERNET ACCESS IS REQUIRED. BY ENTERING, YOU AGREE TO THESE OFFICIAL RULES, WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE ENTERING. WITHOUT LIMITATION, THIS CONTRACT INCLUDES INDEMNITIES TO THE SPONSOR (DEFINED BELOW) FROM YOU AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

1. Eligibility: "Gilt Street Style Instagram" Contest (the "Contest") is open only to legal residents of the fifty (50) United States and the District of Columbia who are (i) at least eighteen (18) years old, (ii) have reached the age of majority in their state of residence at the time of entry and (iii) Gilt members. If you are not a Gilt member you may become one by visiting gilt.com and following the on-screen registration instructions. Employees of Gilt Global Trading & Procurement Company Limited ("Gilt") and Instagram ("Instagram"), each of their respective parents, subsidiaries, related and affiliated entities, suppliers, as well as the immediate family (spouse, parents, siblings and children) and household members of all such parties are not eligible. Contest is subject to all applicable federal, state, and local laws and regulations. Void where prohibited. Participation constitutes entrant's full and unconditional agreement to these Official Contest Rules (the "Official Rules") and Sponsor's (as defined below) decisions, which are final and binding in all matters related to the Contest. Winning a Prize is contingent upon fulfilling all requirements set forth herein.

2. Sponsor: Gilt Global Trading & Procurement Company Limited, Connaught House, 1 Burlington Road, Dublin 4, Ireland.

3. Timing: Contest begins on August 20, 2013 at 12:00 PM EDT and ends on August 27, 2013 at 11:59 PM EDT (the "Contest Period").

4. How to Enter The Contest: There is NO PURCHASE NECESSARY to participate in the Contest. A purchase does not increase your chances of winning. During the Contest Period, you may enter by first following Gilt on Instagram at instagram.com/gilt ("Contest Website") or via the Instagram mobile application ("Instagram App", which is available for free download via the Apple iTunes Store or Google App Store) and then uploading an original photographic image showing your personal style (the "Photo") and appending your photo with the hashtag #giltstreetstyle. You must have an Instagram account to participate. If you are not a member of Instagram you may become one by visiting instagram.com or by accessing the Instagram App and following the on-screen registration instructions. All eligible entries must be successfully uploaded to the Contest Website by 11:59 PM EDT on August 27, 2013. Entry limited to one (1) entry per Instagram account holder per day. For the purpose of entry, a day begins at 12:00 AM EDT and ends at 11:59 PM EDT. By participating in the Contest, entrants agree to these Official Contest Rules (these "Official Rules") and the decisions of Sponsor, which shall be final and binding in all respects. In the event of a dispute as to any entry, the authorized account holder of the email address used to enter will be deemed to be the entrant, but only if that person meets all other eligibility criteria for this Contest. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. The potential winner may be required to show proof that he or she is the authorized account holder. Entries that are forged, altered, incomplete, garbled, or generated by a macro or with intent to subvert the entry process will not be accepted and are void. Entries made by any other individual or any entity on behalf of a named entrant, and/or originating at any other web site (other than Instagram) or e-mail address, including, without limitation, commercial Contest subscription notification and/or entering service sites, will be declared invalid and disqualified. As a condition of entering the Contest, each entrant gives consent for Sponsor to obtain and deliver his or her name, address and other information to third parties for the purpose of administering this Contest and complying with applicable laws, regulations and rules. All entries must be received by Sponsor during the Contest Period or they will be void. The Contest Website's database clock will be the official timekeeper for the Contest.

5. Photo Requirements: The submitted Photo(s) must be the property of the entrant and must be taken by entrant. Photo(s) may not be owned, taken, or edited by a professional photographer. Directions will be provided on the Contest Website for the specific format requirements and uploading instructions for entrants' Photo submissions. Any Photo that, in Sponsor's sole and absolute discretion, (i) is obscene, profane, lewd or defamatory; (ii) violates or infringes (or may infringe) any copyright, trademark, logo, mark that identifies a brand or proprietary right of any person living or deceased (including but not limited to rights of privacy or publicity or portrayal in a false light) or entity; (iii) includes anti-social content, a commercial solicitation or promotional materials, or address, phone number, or URL address; (iv) does not meet the requirements outlined in these Official Rules or the Contest Website; and (v) is otherwise objectionable, will not be considered and may disqualify the Photo. Any Photo deemed inappropriate or unsuitable, in Sponsor's sole and absolute discretion, will be disqualified. By entering, the entrant understands that his/her Photo may be posted online, in Sponsor's sole and absolute discretion, to be viewed by members of the general public. Sponsor has the sole and absolute discretion to determine whether a Photo qualifies as an entry. Any Photo not in compliance with the above and which does not meet the Contest Website's requirements will be disqualified. Photos must be in keeping with Sponsor's image and may not be offensive, obscene, profane, lewd or defamatory as determined by Sponsor in its sole and absolute discretion. In such an event, the Photo will be disqualified from the Contest. Normal Internet access, usage and/or mobile charges imposed by entrants' online or mobile service provider may apply. No information regarding entries, other than as otherwise set forth in these Official Rules or on the Contest Website, will be disclosed. Each entrant grants to Sponsor and its affiliates, subsidiaries, assigns, licensees, sublicensee, agents and representatives a worldwide, royalty-free, unrestricted, perpetual, non-exclusive right and license to copy, distribute, transmit, publish, edit, exhibit, disseminate, display, reproduce, create derivative works from and use in any way, throughout the universe and in perpetuity, each submitted Photo, and any reproductions or derivative works thereof, through any and all manners, formats or media now known or hereafter devised (including on the Contest Website, the Gilt StyleFile blog (the "Blog") and other websites owned or controlled by Sponsor, its affiliates or anyone acting on Sponsor's authority, (including Gilt social media sites, including Facebook and Twitter), for any and all lawful purposes, and agrees to execute documents, instruments or agreements confirming such right and license (as further defined in Section 9 below) at Sponsor's reasonable request.

6. Judging Criteria: Each entrant selected as a potential winner must comply with all terms and conditions set forth in these Official Rules and Instagram's Terms of Use (available at http://instagram.com/about/legal/terms/#), and winning is contingent upon fulfilling all such requirements. Prize winner will be selected by Gilt blogging partner known as Mr. Newton (the "Judge") on the following criteria: Creativity at Thirty-four percent (34%); Originality at Thirty-three percent (33%) and Adherence to "Street Style Instagram" Contest Theme at Thirty-three percent (33%) (the "Judging Criteria"). Judging determinations are final and binding with respect to all matters relating to the Contest. In the event of a tie, Sponsor will make the final determination of the winners, in its sole and absolute discretion, based on the following judging criteria: Creativity/Originality at Fifty percent (50%) and Best Adherence to Contest Theme at Fifty Percent (50%). Sponsor reserves the right to select and appoint alternate judge(s) at any time and for any reason, at its sole and absolute discretion. Judge's (or as applicable, alternative judge's or judges') and Sponsor's decisions are final and binding with respect to all matters relating to the Contest. No information regarding entries or judging will be disclosed to any third party not involved in the conduct of the Contest. NOTE: Any attempt to use multiple e-mail or Instagram accounts or other tactics to enter more than the stated limit may result in disqualification and all associated entries will be void. Entries generated by script, macro, bot, commercial Contest subscription, incentives or sweepstakes not sponsored by Sponsor, vote-swapping and associated sites, entering service sites or any other automated means, and entries by any means that subvert the entry or do not conform to the spirit of these Official Rules will void the applicable entry and may disqualify the entrant.

7. Winner Notification: The winner ("Winner") will be notified via Instagram messaging at Sponsor's discretion after judging has been completed, within a reasonable time after the close of the Contest. Winner will be required to execute an Affidavit of Eligibility, Liability/Publicity Release (where legal) and an Assignment of Rights (the "Prize Acceptance Documents") within four (4) days of notification or prize will be forfeited. Return of prize notification as undeliverable may result in disqualification and alternate determination. If any potential winner is found to be ineligible or if any potential winner does not comply with the Official Rules, then the potential winner may also be disqualified and an alternate potential prize winner will be determined. Sponsor will attempt to notify potential winner after a reasonable amount of time after selection. If a potential winner cannot be contacted within four (4) days after the first attempt to contact such potential winner, an alternate entrant will be selected in his or her place from all entries received using the same judging criteria.

8. Prize/Odds: ONE (1) GRAND PRIZE: one (1) Gilt e-Gift Card of three hundred dollars ($300) (ARV: $300) (the "Prize"). Gilt e-Gift Card not eligible for use on Jetsetter or Gilt City. Gilt e-Gift Card will expire within one (1) year of Winner's receipt of it. Prize will be awarded to the Winner within thirty (30) days of his/her successfully returning the Prize Acceptance Documents. Winner must be a Gilt member to receive and redeem the Prize. Use of Gilt e-Gift Card is subject to terms and conditions found at gilt.com. Prize award is subject to verification of eligibility and compliance with these Official Rules. Winner of Prize is responsible for all federal, state, and local taxes, if applicable, associated with Prize receipt and/or use. Failure to complete the Prize does not relieve the winner of his/her tax obligations associated with winning the prize. No transfer, substitution or cash equivalent by the Winner is permitted except as otherwise stated herein. Sponsor reserves the right, in its sole discretion, to substitute the Prize with one of comparable or greater value. Odds of winning Prize depends on the number of eligible entries received during the Contest Period. By entering this Contest and accepting a Prize, the Winner agrees to maintain his/her behavior in accordance with all applicable laws and generally accepted social practices in connection with participation in any Contest- or prize-related activity. The Winner is strictly prohibited from selling, auctioning, trading or otherwise transferring any part of the Prize, except in Sponsor's sole discretion. Prize is non-transferable and no substitution will be made except as provided herein at the Sponsor's sole discretion. By entering this Contest and accepting a Prize, the Winner agrees to maintain his/her behavior in accordance with all applicable laws and generally-accepted social practices in connection with participation in any Contest- or Prize-related activity.

9. Release: Entrant hereby waives any right to royalties or other compensation arising from or related to the use of the Photo(s) submitted, acknowledges Sponsor's right to crop, splice, treat and edit such Photo(s) in its sole and absolute discretion, and waives any right entrant may have to inspect or approve the finished product, now and in the future, whether that use is known or unknown to such entrant. Sponsor reserves the right to discontinue the use of the entries without notice to any entrant, including the Winner. Entrant hereby represents and warrants to Sponsor that: (i) subject to the second paragraph of Section 5 hereof, all rights to the Photo(s) submitted belong to such entrant and such Photo(s) do(es) not and shall not infringe on any copyright or any other right of any third party nor violate any applicable law, rule or regulation, (ii) such entrant has the right to grant any and all necessary rights and licenses provided herein, including without limitation, all necessary copyright and other related rights to the Photo(s), free and clear of all claims and encumbrances, without violating the rights of any person or entity, including any right to privacy or publicity, (iii) such entrant hereby agrees to indemnify, defend and hold Sponsor harmless from and against any and all third party claims arising from or relating to Sponsor's use of the Photo(s) and waives any right to inspect or approve uses of the Photo(s) or to be compensated for any such uses. Participating in the Contest constitutes permission to Sponsor, and Sponsor's agencies to use entrants' names, voice, likeness, age, city, state and/or image and Photo for purposes of advertising and trade without further compensation, unless prohibited by law. Entrant hereby waives any right to royalties or other compensation arising from or related to Sponsor's use of the Photo he or she submitted. Sponsor reserves the right to discontinue the use of the entries without notice to any entrant, including the Winners. Entrant hereby represents and warrants to Sponsor that the does not and shall not infringe on any copyright or any other right of any third party nor violate any applicable law, rule or regulation, and such entrant hereby agrees to indemnify, defend and hold Sponsor harmless from and against any and all third party claims for intellectual property infringement or from and against any claim arising from or relating to Sponsor's use of the Photo. Entrant hereby waives any right to inspect or approve uses of the Photo or to be compensated for any such uses. Except where prohibited, participation in the Contest constitutes Winner's consent to Sponsor's and its agents' use of winner's name, likeness, photograph, voice, opinions and/or hometown and state for promotional purposes in any Instagram-related media, worldwide, without further payment or consideration. By entering this Contest, each entrant agrees to release, indemnify and hold harmless Sponsor, Instagram, and their respective subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and each of their respective parent companies and each such company's officers, directors, employees and agents (collectively, the "Released Parties") will have no liability whatsoever for, and will be held indemnified, defended and held harmless by such entrant for, any and all liability for any bodily injury, loss or damages of any kind to persons, including death, and property, due in whole or in part, directly or indirectly, from entry creation, the acceptance, possession, use or misuse of the Prize, if applicable, or participation in the Contest or participation in any Contest-related activity. Entrant hereby waives any and all rights and fully and forever releases each of the Released Parties from any and all claims or causes of action, whether now known or unknown, of any kind, including but not limited to defamation, invasion of right to privacy, publicity or personality or any similar matter, relating to the Contest, the operation thereof, or any Photo entry, or based upon or relating to the use and exploitation of the Photo entries as contemplated herein, or use in composite form, either intentionally or otherwise. Each entrant hereby represents and warrants that such entrant has read these Official Rules and is fully familiar with its contents. Released Parties assume no responsibility and will not be liable for any of the following, whether caused by a Released Parties, the entrant, or by human error: lost, late, incomplete, misdirected, stolen, garbled or illegible entries or postage-due mail; address changes of entrants or entries not received in accordance with these Official Rules; technical, hardware or software malfunctions of any kind, or unavailable network or Internet service provider connections; failed, incorrect, inaccurate, incomplete, garbled, or delayed electronic communications; errors, typos or misprints in these Official Rules, in any Contest-related advertisements or other materials; failures of any of the equipment or programming associated with or utilized in the Contest; unauthorized human and/or mechanical intervention in any part of the entry process or the Contest; technical or human error which may occur in the administration of the Contest or the processing of entries; or any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant's participation in the Contest or receipt or use of any prize. If for any reason an entrant's entry is confirmed to have been erroneously deleted, lost or otherwise destroyed or corrupted, entrant's sole remedy is another entry in the Contest.

11. General Rules: Sponsor reserves the right to cancel, suspend and/or modify the Contest, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor's reasonable control impairs the integrity or proper functioning of the Contest, as determined by Sponsor in its sole discretion. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official Rules or any other Promotion or in an unsportsmanlike or disruptive manner. Any attempt by any person to undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law.

12. Limitations of Liability: By participating, participants agree to be bound by these Official Contest Rules, the www.gilt.com Terms of Use, Instagram's Terms of Use, and the decisions of the Sponsor, Judge and/or alternate judge(s) (if applicable) which are final and binding in all respects. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Contest Rules or the rights and obligations of participants and Sponsor in connection with the Contest will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's laws. BY ENTERING THE CONTEST, PARTICIPANT AGREES THAT: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE CAMPAIGN OR CONTEST, OR ANY PRIZE AWARDED, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED, (IF ANY), NOT TO EXCEED ONE HUNDRED DOLLARS ($100), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL ANY PARTICIPANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND PARTICIPANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED ONE HUNDRED DOLLARS ($100), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) PARTICIPANT'S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND PARTICIPANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

13. Miscellaneous: The invalidity or unenforceability of any provision of these Official Contest Rules or the Prize Acceptance Documents will not affect the validity or enforceability of any other provision. In the event that any provision of the Official Contest Rules or the Prize Acceptance Documents is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Sponsor's failure to enforce any term of these Official Contest Rules will not constitute a waiver of that provision. Participants agree to waive any rights to claim ambiguity of these Official Contest Rules. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the documents or any provision hereof.

14. Winner's List: A Winner's list will be available on the Gilt Instagram page within a reasonable time after the close of the Contest, for a reasonable amount of time. To receive a copy of the Winner's list by mail, send a stamped, self-addressed envelope marked: "Request for 'Gilt Street Style Instagram' Contest Winner's List", to Gilt, 2 Park Avenue, 5th Floor, New York, NY 10011, Attn: Grace Liu. Vermont residents may omit return postage.