Official Rules

Shutterfly Affiliate Contest

1. Contest Period: The Shutterfly Affiliate Contest (“Contest”) begins at 12:00:00 AM Pacific Time (PT) June 1, 2005 and ends at 11:59:59 PM PT August 31, 2005.


2. “Affiliates” Defined: A Shutterfly Affiliate is defined as a business associate who has joined the Shutterfly Affiliate Program and has agreed to the terms and conditions of LinkShare’s Affiliate Service Agreement, and Shutterfly’s Affiliate Terms and Conditions.


3. How to Win: a. At 12:00 AM Pacific Time (PT), June 1, 2005, the start of the Contest Period, all Affiliate “Prior Total Active New Customers” (as defined in the next paragraph of this section) on www.Shutterfly.com (the “Site”) will be set to zero. b. At 11:59 PM Pacific Time (PT), the end of the Contest Period, Shutterfly, Inc. (“Sponsor”) via it’s third-party tracking provider will produce a report to determine the total number of Active New Customers achieved by individual Affiliates during the Contest Period. c. Winners will be determined as follows: “Tier I” group winners: “Tier I” Affiliates are those who have generated 50 or more Active New Customers in May 2005. The two winners within the “Tier I” affiliate group are the two Affiliates producing “the greatest absolute increase” which is the difference between the number of Active New Customers generated during the Contest Period and the number of Active New Customers generated in May 2005. “Tier II” group winners: “Tier II” Affiliates are those who have generated less than 50 Active New Customers in May 2005, including any new Affiliates joining the Affiliate Program during the Contest Period. The two winners within the “Tier II” affiliate group are the two Affiliates generating the largest number of Active New Customers during the Contest Period. d. “Absolute increase” example for illustration purpose only: If an Affiliate generated 200 Active New Customers in May 2005 and 500 Active New Customers from June 1st through August 31, 2005 (the Contest Period), the “absolute increase” for the Affiliate is 300. e. The Sponsor will determine the winner and their decisions are final on all matters relating to this Contest. f. Use of the Shutterfly Site is subject to the Shutterfly User Agreement and Privacy Policy available on the Shutterfly Site.


4. “Active New Customer” Defined: An Active New Customer on the Shutterfly Site is an end user who places his First Order within 45 days after clicking on an active Affiliate Qualifying Link displayed by the Affiliate in Shutterfly approved e-mail communications or on any Internet location. Sponsor, via its third-party tracking provider, LinkShare Corporation, shall be responsible for tracking Active New Customers. For clarity, Active New Customers qualified for the purpose of this contest are those who place their First Order during the Contest Period.


5. Determining Winners: By participating, contest participants hereby agree that reports from Shutterfly’s third-party tracking provider (LinkShare) shall serve as the definitive record of Active New Customers and shall be the determining factor in the event of any dispute.


6. Disqualification: Affiliate contestants will be disqualified from the Contest if they fail to comply with these Official Rules, the terms and conditions of LinkShare’s Affiliate Service Agreement, and/or Shutterfly’s Affiliate Terms and Conditions.


7. Prizes: a. There are a total of four (4) Grand Prizes. Two (2) Grand Prizes shall be awarded to the Tier I winners, and Two (2) Grand Prizes will be awarded to the Tier II winners as defined in number 2 of these Official Rules. Each of the four (4) Grand Prize winners will receive one (1 Panasonic Lumix 5 Megapixel Digital Camera valued at $499. b. Grand Prize winners will be required to sign an Affidavit of Eligibility. c. Grand Prize winners are responsible for all federal, state, and local taxes and any international costs for delivery of the Grand Prize. c. U.S. citizens will be issued an IRS Form 1099. d. No cash or prize substitutions permitted. d. Shutterfly reserves the right to substitute the Grand Prize with a Prize of equal or greater value.


8. In the Event of a Tie: a. Each Affiliate will be required to submit his/her answer/response to the following statement: “What I did to generate Active New Customers during the Contest Period.” b. The answer/response to the statement must be fifty (50) words or less. c. The winner will be determined by that which in the sole discretion of Shutterfly most conforms to Shutterfly business ideals. d. Shutterfly will act as the Official Judge of any “tie” generated submissions and their decision is final.


9. Winner Notification: a. Administrator will notify the winning Affiliates by mail and/or e-mail on or about October 3, 2005. b. Winners will be required to sign an Affidavit of Eligibility, which must be properly executed and returned within ten (10) days of issuance or the prize will be forfeited and awarded to an alternate winner. c. The winner is responsible for payment of all taxes and/or fees on the prize and for any other expenses not specifically described herein. d. If the prize or prize notification is unclaimed or returned as undeliverable, or if a winner fails to properly sign and return all forms described herein, the prize will be forfeited and awarded to an alternate winner. e. By participating in the Contest, entrants hereby grant Sponsor all rights, including the right to edit, publish, use, adapt, modify, or dispose of any proper names, likenesses, photographs, and/or city/states without further consideration or payment to the entrant online (including on the Shutterfly Site), in print, or in any other media (including the Internet) for advertising and promotional purposes for this and similar promotions, without additional compensation, except where prohibited by law. f. If an entrant changes his/her telephone number, e-mail address and/or street address after he/she enters the Contest, it is his/her sole responsibility to notify the Sponsor by (postal) mailing notice to the Contest Administrator address (listed below) to be received by the end of the Contest Period.


10. Eligibility: a. Contest is open only to Affiliates who are registered members of the Shutterfly Affiliate Program and who remain registered members of the Shutterfly Affiliate Program at the time of the awarding of the prize. b. Employees of Shutterfly Inc., and its parent, subsidiaries, affiliates, prize suppliers, advertising and promotion agencies, and their immediate families (spouse, parents, children, siblings and their respective spouses) and individuals living in the same household as such employees are ineligible to participate. c. Void in Puerto Rico and where prohibited by law. This Contest is subject to all applicable federal, state, and local laws and regulations.


11. LIMITATION OF LIABILITY: BY PARTICIPATING IN THIS CONTEST, ENTRANTS AGREE TO ABIDE BY THE TERMS OF THESE OFFICIAL RULES AND THE DECISIONS OF THE JUDGES, WAIVE ANY RIGHT TO CLAIM AMBIGUITY IN THE RULES, AND RELEASE, INDEMNIFY AND HOLD HARMLESS THE SPONSOR, ITS AFFILIATES, SUBSIDIARIES, PRIZE SUPPLIERS, ADVERTISING AND PROMOTION AGENCIES, AND ALL OF THEIR RESPECTIVE AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES (COLLECTIVELY, “RELEASEES”) FROM AND AGAINST ANY INJURIES, LOSSES, DAMAGES, CLAIMS, ACTIONS, OR ANY LIABILITY OF ANY KIND RESULTING FROM OR ARISING FROM PARTICIPATION IN THE CONTEST (INCLUDING BUT NOT LIMITED TO ANY USE, MISUSE, OR NONUSE OF THE PRIZE BY THE WINNER), OR ACCEPTANCE, POSSESSION, USE, MISUSE OR NONUSE OF THE PRIZE THAT MAY BE AWARDED. WINNERS AGREE TO ACCEPT THE PRIZE “AS IS”. NEITHER LINKSHARE, THE CONTEST SPONSOR, NOR THE ADMINISTRATOR MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRIZES.


12. Additional Terms and Conditions: a. Entrants agree that any and all disputes relating to the Contest shall be governed by the laws of the State of California. b. The Sponsor, Administrator and LinkShare are not responsible for printing or typographical errors in any Contest related materials; or for transactions that are lost, misdirected, fail to enter into the processing system, or are processed, reported, or transmitted late or incorrectly or are lost for any reason including computer, telephone, paper transfer, mail system, human or other error; or for electronic, computer, or telephonic malfunction or error, including inability to access any Web site associated with this Contest, or process any transaction thereon. c. If in the Sponsor’s opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if computer virus, bugs, unauthorized intervention, fraud, or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness, or proper conduct of the Contest, the judges reserve the right at their sole discretion to disqualify any individual who tampers with the entry process and/or void any entries submitted fraudulently, modify or suspend the Contest, or to terminate the Contest and prize as a result of the action requiring such termination. d. Sponsor reserves the right to modify or terminate the Contest in its entirety at any time and at its sole discretion. e. Should the Contest be terminated/modified prior to the stated end date, notice will be e-mailed to the participating participants. f. Any attempt by an entrant or any other individual to deliberately damage Web site or undermine the legitimate operation of the Contest is a violation of criminal and civil laws and should such an attempt be made, the Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. g. Any attempts by an individual to access any Web site associated with this Contest via a bot script or other brute force attack or any other unauthorized means will result in the IP address becoming ineligible. Use of automated entry devices, or Contest entry services or programs is prohibited.


13. Winners List: For the names of the winners, available after October 3, 2005, send a self-addressed, stamped envelope to: Shutterfly Affiliates Contest Winners, 2800 Bridge Parkway, Ste. 101, Redwood City, CA 94065. Requests must be received by October 3, 2005.


14. Sponsor and Administrator: The Sponsor of this Contest is Shutterfly, Inc., 2800 Bridge Parkway, Redwood City, CA 94065. Administrator: Inergy Marketing Group, 13830 58th Street North, Suite 404, Clearwater, Florida 33760.