OFFICIAL RULES AND PARTICIPATION AGREEMENT FOR SHOPWIKI MONTHLY NEW USER REGISTRATION GIVEAWAY The ShopWiki Monthly New User Registration GiveAway (“Contest”) is sponsored by ShopWiki Corp., 40 West 20th Street, 6th Floor, New York, NY 10011 (“Sponsor”). The contest begins on Spetember 1, 2008 at 6:00 a.m. Eastern Time (“Start Date”), and ends on December 31, 2008 at 11:59 p.m. Eastern Time (“End Date”, and such period from the Start Date through the End Date shall be the “Entry Period”). OPEN ONLY TO LEGAL RESIDENTS OF THE UNITED STATES VOID WHERE PROHIBITED. BY ENTERING OR OTHERWISE PARTICIPATING IN THE CONTEST, ALL ENTRANTS AND OTHER PARTICIPANTS AGREE TO ABIDE BY THESE OFFICIAL RULES, WHICH ARE FINAL AND BINDING ON ALL MATTERS PERTAINING TO THIS CONTEST. 1. ELIGIBILITY AND REGISTRATION TO PARTICIPATE IN THE CONTEST. a) General Eligibility. NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST. ONE ENTRY PER PERSON. The Contest is open to any individual who is, as of the Start Date, (i) a legal resident of one of the fifty (50) United States (“Eligibility Area”) and (ii) 18 years old or older. VOID OUTSIDE OF THE ELIGIBILITY AREA AND WHERE OTHERWISE PROHIBITED BY LAW. Misrepresentation of age, upon discovery by Sponsor, will disqualify the applicable participant. Employees, officers and directors of ShopWiki Corp., its affiliated companies and their immediate families and those living in their households, are not eligible to participate in the Contest. Sponsor reserves the right, at any time and in its sole discretion, to disqualify any individual that Sponsor suspects has (i) violated these Contest Rules, or the ShopWiki Web site’s terms of service (“Terms of Service”) or privacy policy (“Privacy Policy”), or (ii) tampered with the entry process or the operation of the Contest or the ShopWiki Web site (“ShopWiki Site”), or (iii) acted in bad faith, or in a non-sportsmanlike or disruptive manner; or (iv) annoyed, abused, threatened, or harassed any other person. ANY ATTEMPT TO DELIBERATELY DAMAGE THE SHOPWIKI SITE OR TAMPER WITH OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF THESE OFFICIAL RULES AS WELL AS CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY RESPONSIBLE PARTICIPANT(S) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION CRIMINAL PROSECUTION. By participating in the Contest in any manner, you agree to be bound by these Official Rules and by all decisions of Sponsor, which decisions shall be final and binding in all respects. Sponsor reserves the right to disqualify any Entrant if, in Sponsor’s sole discretion, such Entrant is ineligible, unable, or unwilling to continue his or her participation in the Contest. b) How to Participate in the Contest. Beginning on the Start Date, eligible individuals are those that have successfully registered as a new user on ShopWiki.com. In order to become a Contest entrant (each, an “Entrant”), you will be required to visit the ShopWiki Site at www.shopwiki.com to register as a new user generating your ShopWiki username and password with a valid email address; and affirmatively indicate at the time of registration your acknowledgement and acceptance of these Official Rules and the ShopWiki Site’s Terms of Service and Privacy Policy. All registrations become the property of Sponsor, and will not be returned or acknowledged. Limit one (1) entry per Entrant. Sponsor shall not be responsible for incorrect or inaccurate entry information whether caused by any of the equipment associated with or utilized in the Contest or by any technical or human error which may occur in the processing of the entries in the Contest. The Sponsor assumes no responsibility or liability for any error, omission, interruption, deletion, theft or destruction, or unauthorized access to, or alteration of entries. In the event of a dispute regarding the individual who actually submitted a entry, the entry will be deemed submitted by the authorized account holder supplied at the time of entry. The potential winner may be required to provide Sponsor with proof that he/she is the authorized account holder associated with the winning entry. If a dispute cannot be resolved to Sponsor's satisfaction, the affected entry will be deemed ineligible. NO PURCHASE NECESSARY TO ENTER THE SWEEPSTAKES. YOU CAN PARTICIPATE IN THE SWEEPSTAKES AT ANY TIME WITHOUT PURCHASE BY COMPLETING A MAIL-IN ENTRY AS SET FORTH BELOW.  SIGNING UP AS A NEW USER WILL NOT INCREASE YOUR ODDS OF WINNING A PRIZE. Non-New Users may enter the Contest by hand printing in ink on a 3" x 5" postcard your full name, complete home address and zip code, home telephone number and area code, date of birth, and e-mail address (if any) (collectively, "Mail-In Data"). Mail this completed card in a first-class stamped envelope to: ShopWiki 2008 Monthly GiveAway 40 West 20th Street 6th Floor New York, NY 10011 No metered mail will be accepted. All mail-in entries must be postmarked by and received by the end of the month for that particular drawing. No copies, facsimiles or mechanical reproductions will be accepted. Your entry will be pooled with all other entries into the applicable drawing. You will be notified via certified mail and/or e-mail, where available, if you are a winner. Any improperly submitted mail-in entries will be VOID. Sponsor assumes no responsibility for lost, late, incomplete, stolen, misdirected, illegible, damaged or postage due entries or mail. Entries will be accepted every day, excluding Sundays and legal holidays. 2. SUBMISSIONS. a) Submitting an Entry. To enter the Contest, the Entrant is required to complete a new registration with a username, password, and valid email via the ShopWiki web site. Entrants may not create multiple accounts with multiple email addresses, one entry per person during the entry period between the start date and the end date. b) Submission Requirements. In order to be deemed eligible for the Contest, Entrant’s registrations must meet all of the following requirements (collectively, the “Submission Requirements”): (i) the New User Registration must comply with the terms, conditions and requirements set forth in these Official Rules and ShopWiki’s Site’s Terms of Service; and (ii) Any New User Registration that fails to fulfill the Submission Requirements and other requirements set forth in these Official Rules may, upon Sponsor's discovery of such failure, be subject to disqualification from the Contest and may not be entered into the Contest. Sponsor assumes no responsibility for lost, late, incomplete, illegible, inaccessible, corrupted, or otherwise unusable Entries; any computer, telephone, cable, network, satellite, server, service provider, electronic or Internet hardware or software malfunctions, failures, connections, or availability; garbled or jumbled files or transmissions; service provider, Internet, web site, or software inaccessibility or unavailability (including any inaccessibility or unavailability of the Registration page); Internet traffic congestion; or unauthorized intervention. Throughout the Entry Period, Sponsor shall have the right to take whatever actions Sponsor deems necessary or appropriate in its sole discretion to protect the operation of the Contest and the ShopWiki Site. c) WARRANTY. By submitting an Entry, you warrant and represent that you are creating a new account for the first time on the ShopWiki Web Site and that your email address is valid. d) Ownership and Licenses Granted. By submitting an Entry, you hereby grant Sponsor a worldwide, non-exclusive, non-restrictive, royalty-free, sub-licenseable, and transferable license to use, reproduce, distribute, transmit, make available, prepare derivative works of, display (including any portion thereof and your image, likeness, voice, name, and photograph as included therein), and any audio and/or visual excerpts thereof, in connection with the Contest, on the ShopWiki Site (and all places where some or all of the content from the ShopWiki Site is available), and otherwise in connection with any of Sponsor’s current and/or future businesses, including without limitation for promoting and redistributing part or all of the ShopWiki Site (and derivative works thereof) in any media formats and through all media channels, whether now known or hereafter developed. e) Publicity Release. Additionally, by submitting an Entry, you hereby grant Sponsor all rights to use the Entry and your image, likeness, voice, name, and photograph in any publicity or advertising relating to the Entry, Sponsor, the ShopWiki Site, and/or the Contest, without compensation or further approval (except where prohibited by law). Upon request, you will provide a written consent regarding the foregoing. 3. HOW TO WIN. a) Monthly Random Drawing. Four Monthly Prizes will be awarded throughout the Contest, one each for September 2008, October 2008, November 2008, and December 2008. On or about the 15th of the following month, ShopWiki will select a random Entry to receive the monthly prize. Drawings will be held on or about 15 October 2008, 15 November 2008, 15 December 2008, and 15 January 2009 for the months of September 2008, October 2008, November 2008, and December 2008 respectively. c) Monthly Prize. The Entrant selected as the Monthly Prize Winner will receive an Apple iPod Nano. The Monthly Prize Winner bears sole responsibility for the federal, state and local taxes associated with acceptance and use of the Monthly Prize. The Monthly Prize Winner must, if so requested by Sponsor, complete Sponsor's Monthly Prize Winner verification process and/or execute and return an Affidavit of Eligibility and a Liability/Publicity Release within a period of time specified by Sponsor. Prize may not be endorsed, transferred, substituted or redeemed for cash, except at the Sponsor's sole discretion. Specifics of the Prize are in Sponsor's sole discretion. In the event that Monthly Prize Winner is unable to comply with the terms and conditions set forth in these Official Rules (including without limitation this Section 3(c)), Sponsor reserves the right to deem such individual ineligible and to select a new Monthly Prize Winner from among the remaining Entrants. d) Non-Winning Entries. After the selection of the Monthly Prize Winner, all non-winning Entries will be considered by Sponsor in its sole discretion for possible inclusion elsewhere within the ShopWiki web site. e) In the event that you are not a Monthly Prize Winner for a particular month, your Entry will roll-over to the next month to be eligible for that particular months Monthly Prize Winner. 4. MISCELLANEOUS: a) General; Posting Monthly Prize Winner. Sponsor's failure to enforce any provision of these Official Rules shall not constitute a waiver of such provision. All federal, state, and local laws and regulations apply. After the end of the Contest Period, the name of the Monthly Prize Winner will be posted on the ShopWiki Site. b) Disclaimer and Limitation of Liability. Sponsor make no warranties or representations, and hereby disclaims any and all warranties or representations, in each case express or implied, concerning any prize furnished in connection with the Contest. Sponsor is not responsible for any incorrect or inaccurate information, reviews, ratings, rankings, or other materials, whether caused or created by authorized Web site users, by tampering or “hacking,” or by any of the equipment, software, or programming related to the Contest, and assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to any ShopWiki content. Additionally, Sponsor is not responsible for any cancellation or postponement of any aspect of the Monthly Prize. Although Sponsor will attempt to ensure the integrity of the Contest, Entrants acknowledge that Sponsor is not responsible for the actions of Entrants or other participants in connection with the Contest, including Entrants’ or others’ attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Contest. Sponsor is not responsible for injury or damage to Entrants’ or to any other person's computer, other equipment, or person in connection with participation in the Contest. If, for any reason, the Contest is not capable of continuing as planned by reason of damage by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical limitations or failures, strikes, industry conditions, marketplace demands, or any other causes which, in the sole opinion of Sponsor, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Contest, Sponsor reserves the right in its sole discretion to modify these Official Rules and/or to cancel, terminate, modify, or suspend the Contest. IN NO EVENT WILL SPONSOR BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SPONSOR'S OR ANY THIRD PARTY'S REMOVAL FROM THE SHOPWIKI SITE OF OR DISCONTINUATION OF ACCESS TO ANY ENTRIES OR OTHER MATERIALS, THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST, OR ANY HARM RESULTING THEREFROM. c) Dates and Deadlines. Because of the unique nature and scope of the Contest, and because of the complexity of the technology underlying the administration of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise related to the Contest. d) Release and Indemnification. BY ENTERING THE CONTEST, ENTRANT (A) RELEASES AND HOLDS SPONSOR AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES HARMLESS 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 CONTEST OR PARTICIPATION IN ANY CONTEST-RELATED ACTIVITY, OR RESULTING DIRECTLY OR INDIRECTLY FROM ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY PRIZE AWARDED IN CONNECTION WITH THE CONTEST, 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 (B) INDEMNIFIES AND HOLDS HARMLESS SPONSOR AND ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES FROM ANY AND ALL LOSSES (AS DEFINED ABOVE) OF ANY KIND THAT MAY BE ASSERTED AGAINST OR INCURRED BY ANY CONTEST ENTITIES AT ANY TIME IN CONNECTION WITH THE ENTRY OR OTHERWISE RELATING TO ENTRANT'S PARTICIPATION IN THE CONTEST, INCLUDING WITHOUT LIMITATION CLAIMS CONCERNING THE INFRINGEMENT UPON OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS. e) Arbitration. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES ARISING UNDER OR RELATING TO THESE OFFICIAL RULES OR THIS CONTEST, THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. In the event of any dispute arising out of or in connection with these Official Rules or the Contest, such dispute shall be submitted to arbitration to be administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by these Official Rules. The Supplementary Procedures are currently available online at http://www.adr.org (click on the link labeled “Rules,” and then click on the link labeled “Supplementary Procedures for Consumer-Related Disputes”). The arbitrator shall not have the power to impose punitive damages. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the County of New York in the State of New York, United States of America. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves the confidentiality of Company's trade secrets and other confidential information. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under federal law or the laws of New York or any other state to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions of these Official Rules, all such disputes. The arbitrator's decision shall be controlled by the terms and conditions of these Official Rules and any other agreements you may enter into with Sponsor in connection with the Contest, shall be final and binding, and shall provide for each party to bear its own costs of arbitration and attorneys' fees. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY. The award rendered by the arbitrator may be confirmed and enforced in any court of competent jurisdiction. If either party shall fail to appear at a hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, the arbitrator is hereby empowered to proceed ex parte. In the event of any dispute concerning the Contest, your sole and exclusive remedy shall be to seek damages pursuant to an arbitration authorized by this Section 4(e). For any claim for equitable or injunctive relief, you agree to submit to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York, and you waive any jurisdictional, venue or inconvenient forum objections to such courts. IF YOU DO NOT AGREE TO THESE REQUIREMENTS (OR ANY OTHER PROVISION OF THESE OFFICIAL RULES), YOU CANNOT PARTICIPATE IN THE CONTEST. f) Governing Law. The Contest and these Official Rules are governed by and shall be construed in accordance with the laws of the State of New York, United States of America, without regards to its principles of conflicts of law. For any dispute not subject to arbitration according to Section 4(e) above, you 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. Further, in any such dispute, under no circumstances will you be permitted to obtain awards for, and you hereby irrevocably waive all rights to claim, punitive, incidental, or consequential damages, or any other damages, including attorneys' fees, other than your actual out-of-pocket expenses (i.e., costs associated with participating in the Contest), and you further irrevocably waive all rights to have damages multiplied or increased. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR ENTRY OR OTHERWISE RELATED TO THE CONTEST MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. g) Privacy. Information submitted in connection with the Contest will be treated in accordance with these Official Rules and the ShopWiki Site’s privacy policy that is located at http://www.shopwiki.com/wiki/Help:Privacy; provided that in the event of any conflict between these Official Rules and the ShopWiki Site’s privacy policy, the terms and conditions of these Official Rules shall prevail. Specifically and without limitation, Sponsor 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 Contest, Entrant will not be permitted to “opt out” of receiving such communications. h) Headings. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.