KARMALOOP’S NOCTURNAL KNOCKOUT SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN

KARMALOOP’S NOCTURNAL KNOCKOUT SWEEPSTAKES (the "Sweepstakes") starts at 3:00 PM  Pacific Standard Time ("PST") on December 15, 2008 and ends at 3:00 PM  PST on January 30, 2009 ("Entry Period"). The sponsor of the Sweepstakes is Karmaloop, Inc. (“Sponsor”), located at 131 Tremont Street, Boston, Massachusetts, 02111. The Sweepstakes shall be subject to these Official Rules, and by entering, participants agree to be bound by the terms and conditions herein.

1. Eligibility:
   THE SWEEPSTAKES IS OPEN ONLY TO LEGAL RESIDENTS OF THE FORTY-NINE (49) UNITED STATES AND THE DISTRICT OF COLUMBIA (EXCLUDING RHODE ISLAND), EIGHTEEN (18) YEARS OF AGE OR OLDER AS OF THE ENTRY DATE.  VOID OUTSIDE THE AREA SPECIFIED ABOVE AND WHERE PROHIBITED BY LAW.  Employees of Sponsor, its  licensors and prize suppliers, and each of the foregoing entities’ affiliates, and any other individual or entity associated with the development, judging or administration of this Sweepstakes (collectively, the “Sweepstakes Entities”), as well as members of such employees’ immediate families (spouses, children, siblings, parents) or households (whether or not related), are not eligible to participate in the Sweepstakes
2. How to Enter:
   During the Entry Period you may enter by logging on to http://www.karmaloop.com/nocturnalknockout.asp (the "Sweepstakes Site"), following the Sweepstakes entry directions, providing your first and last name, street address (no P.O. boxes), city, state, zip code, daytime telephone number (including area code), date of birth, gender and e-mail address ("Entry"). ONLY ONE (1) ENTRY PER PERSON AND/OR E-MAIL ADDRESS PER DAY WILL BE ACCEPTED. ANY ATTEMPTED ENTRIES IN EXCESS OF THAT LIMIT SHALL BE DEEMED VOID. ALL ENTRIES MUST BE RECEIVED BY 3:00 PM  PST ON JANUARY 30, 2009 TO BE ELIGIBLE. The Sweepstakes Site's database clock will be the official timekeeper for this Sweepstakes.
3. Privacy:
   All information collected by Sponsor in connection with the Entries will be subject to Karmaloop's Privacy Policy available at http://www.karmaloop.com/help/privacy.htm.
4. Grand Prize:
   The Grand Prize consists of a $1,500.00 karmaloop.com gift certificate.  All other costs associated with accepting, redeeming and using the Grand Prize, if any, are the sole responsibility of the Grand Prize winner.  Winner shall be solely responsible for all federal, state or local taxes associated with the receipt and/or use of the Grand Prize. Grand Prize is non-transferable.  Grand Prize may not be sold or bartered by Grand Prize winner. The odds of winning the Grand Prize are determined by the total number of eligible Entries received during the Entry Period. Winner will receive from the Sponsor an IRS Form 1099 for the year in which the Grand Prize is awarded for the value of the gift certificate.
5. Winner Selection:
   One (1) potential Grand Prize winner will be selected in a random drawing to be held by Sponsor on or about February 9, 2009.  Sponsor’s decision shall be final and binding. Potential Grand Prize winner will be notified by e-mail, certified mail and or telephone by February 13, 2009, and will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability form and (where legal) a Publicity Release form within a ten (10) day period from issuance. Potential Grand Prize winner’s failure to return the required documentation in such ten (10) day time period may result in the potential Grand Prize winner being disqualified and an alternate winner being selected at Sponsor's sole discretion. If any prize notification or prize is returned as undeliverable for any reason, Sponsor may decide, in its discretion, to award the Grand Prize to an alternate entrant subject to the new selectee's compliance with all the terms and conditions of these Official Rules. Acceptance of prize constitutes permission (except where prohibited) granted to Sponsor to use the potential Grand Prize winner's name, likeness, picture, voice, biographical information and statements for publicity, advertising, trade and promotional purposes in any and all media and manner and by any and all means now known or hereafter devised in connection with the Sweepstakes and its promotion only and not for any other reason, without additional compensation and without the need to get any further consent.
6. Release of Liability/General Conditions:
   Sweepstakes Entities shall not be responsible or liable for entries that are entered by other than human means (such as by an automated computer program or any non-human mechanism, entity, or device), in excess of the stated limit, or for entries that are late, forged, destroyed, lost, misplaced, stolen, misdirected, tampered with, incomplete, deleted, damaged, garbled, or otherwise not in compliance with these Official Rules, and all such entries will be disqualified. By entering the Sweepstakes, each entrant agrees: (i) to be bound by these Official Rules and by Sponsor’s decisions which shall be binding and final; (ii) to waive any rights to claim ambiguity with respect to the Official Rules; (iii) to waive all of his/her rights to bring any claim, action, or proceeding against any of the Sweepstakes Entities; and (iv) to release, indemnify, and hold harmless each of the Sweepstakes Entities and each of their respective officers, directors, employees, agents and representatives, from any liability (including, but not limited to, liability for any property loss, damage, personal injury, bodily injury, death, loss, expense, accident, delay, inconvenience or irregularity), costs and expenses (including, without limitation, reasonable outside attorney’s fees) that may arise in connection with: (a) the entrant’s participation or inability to participate in the Sweepstakes; (b) typographical errors in the Official Rules or any Sweepstakes promotional material; (c) acceptance or possession, defects in, use, misuse or inability to use any prize (or any component thereof); (d) any change in the prizing (or any components thereof) due to unavailability or due to reasons beyond any of the Sweepstakes Entities’ control, or as otherwise permitted in the Sweepstakes’ Official Rules; (e) any interruptions in or postponement, cancellation, or modification of the Sweepstakes; (f) human error; (g) incorrect or inaccurate transcription, receipt or transmission of any part of the  Entry (including, without limitation, the entry information or any parts thereof); (h) any technical malfunctions or unavailability of the Sweepstakes Site or any telephone network, computer online system, computer dating mechanism, computer equipment, software, or Internet service provider utilized by any of the Sweepstakes Entities or by an entrant; (i) interruption or inability to access the Sweepstakes, any Sweepstakes-related web pages, or any online service via the Internet due to hardware or software compatibility problems; (j) any damage to entrant’s (or any third person’s) computer and/or its contents related to or resulting from any part of the sweepstakes; (k) any lost/delayed data transmissions, omissions, interruptions, defects, and/or any other errors or malfunctions; (l) any wrongful, negligent, or unauthorized act or omission on the part of any of the Sweepstakes Entities, or any of its agents or employees; or (m) any other cause, condition or event whatsoever beyond the control of any one or more of the Sweepstakes Entities.  Each winner hereby acknowledges that the Sweepstakes Entities have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to any prize or component thereof, including any express or implied warranties provided by any of the prize suppliers associated with this Sweepstakes. Proof of entering information at the Sweepstakes Site is not considered proof of delivery or receipt. Illegible, incomplete, mechanically reproduced and Entries in excess of the number stated above from any one valid e-mail address and/or person will be disqualified. All Entries become the property of Sponsor and will not be acknowledged or returned. If for any reason the Sweepstakes is not capable of running as planned, or if the Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these Official Rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsor's sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of the Sweepstakes, Sponsor reserves the right, in its sole discretion, to disqualify any individual implicated in such action and/or cancel, suspend or modify the Sweepstakes and conduct the drawing and award the prize(s) from all eligible, salvageable Entries received, prior to and/or after (as appropriate) the action taken by Sponsor or in a manner that is fair and equitable as determined by Sponsor.  In the event the Sweepstakes is cancelled, Sponsor will conduct a random drawing to award the Grand Prize from among all eligible, non-suspect Entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Sweepstakes Site. Sponsor 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 Sweepstakes (including, but not limited to, the use of automated computer programs or any non-human mechanism, entity, or device), the Sweepstakes  Site, or any Web page or Web banner ad related to the Sweepstakes; to be acting in violation of the Official Rules, or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person.  Any person attempting to defraud or in any way tamper with the Sweepstakes will be ineligible to win the Grand Prize and will be prosecuted to the full extent of the law.  In case of a dispute over the identity of an entrant who submitted a winning entry online, the authorized account holder of the email address associated with that Entry will be deemed the entrant.  The "authorized account holder" is deemed the natural person who is assigned to an email address by an Internet access provider, service provider or other on-line organization that is responsible for assigning email addresses for the domain associated with the submitted email address.  Said owner must comply with these Official Rules and, at Sponsor’s sole discretion, may be required to provide proof of ownership of the email account. If an entrant chooses to opt-in to receive email communications from a participating Sweepstakes Entity, his/her personal information will be subject to that Sweepstakes Entity’s privacy policy (if applicable).    
7. Arbitration:
   BY ENTERING INTO THE SWEEPSTAKES, EACH ENTRANT AGREES THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS SWEEPSTAKES (INCLUDING WITHOUT LIMITATION ITS PRIZING) OR RELATING TO THESE OFFICIAL RULES, THEIR ENFORCEMENT, ARBITRABILITY OR INTERPRETATION, SHALL BE SUBMITTED TO FINAL AND BINDING ARBITRATION, TO BE HELD IN LOS ANGELES, CALIFORNIA, BEFORE A SINGLE ARBITRATOR, IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §§ 1280 ET SEQ. THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THE PARTIES CANNOT AGREE, THEN BY SELECTING AN ARBITRATOR FROM A LIST OF ARBITRATORS SUPPLIED BY JAMS (JUDICIAL ARBITRATION AND MEDIATION SERVICES). IF THE PARTIES STILL CANNOT AGREE ON AN ARBITRATOR, THE ARBITRATOR SHALL BE APPOINTED BY JAMS. THE ARBITRATION SHALL BE A CONFIDENTIAL PROCEEDING, CLOSED TO THE GENERAL PUBLIC. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR'S AWARD IS BASED. THE PARTIES WILL SHARE EQUALLY IN PAYMENT OF THE ARBITRATOR'S FEES AND ARBITRATION EXPENSES AND ANY OTHER COSTS UNIQUE TO THE ARBITRATION HEARING (RECOGNIZING THAT EACH SIDE BEARS ITS OWN DEPOSITION, WITNESS, EXPERT AND ATTORNEYS' FEES AND OTHER EXPENSES TO THE SAME EXTENT AS IF THE MATTER WERE BEING HEARD IN COURT). NOTWITHSTANDING THE FOREGOING, THE ARBITRATOR MAY REQUIRE THAT SUCH FEES BE BORNE IN SUCH OTHER MANNER AS THE ARBITRATOR DETERMINES IS REQUIRED IN ORDER FOR THIS ARBITRATION CLAUSE TO BE ENFORCEABLE UNDER APPLICABLE LAW.
8. Governing Law:
   Each entrant acknowledges that the internal substantive laws (as distinguished from the choice of law rules) of the State of California and the United States of America applicable to contracts made and performed entirely in California shall govern the validity and interpretation of these Official Rules and all other causes of action (whether sounding in contract or in tort) arising out of or relating to these Official Rules or the Sweepstakes.
9. Official Winners List/Official Rules:
   For an Official Winners List (available after February 27, 2009), or a copy of these Official Rules, send a self-addressed, stamped envelope to: Karmaloop, Inc.,  KARMALOOP’S NOCTURNAL KNOCKOUT SWEEPSTAKES (please specify Official Winners' List or Official Rules), 131 Tremont Street, Boston, Massachusetts, 02111. Residents of Vermont may omit the return postage on their request. The Official Rules are also available during the Entry Period at the Sweepstakes Site.