THE ULTIMATE MISFIT GIFT CONTEST

NO PURCHASE NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING.

Eligibility: : The Ultimate Misfit Gift Contest (the "Promotion") is open only to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years old at the time of entry and who did not purchase any equipment for purposes of entering the Promotion. Employees of totes-ISOTONER® Corporation, Empower MediaMarketing, ePrize, LLC, and any of their respective related companies, parents, subsidiaries, affiliates, and agents and any agencies or other companies involved in the development or execution of the Promotion or production or distribution of Promotion materials, as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee are not eligible. The Promotion is subject to all applicable federal, state, and local laws and regulations. Void where prohibited. The Promotion consists of a sweepstakes (the "Sweepstakes") and a contest (the "Contest").
Sponsor: totes-ISOTONER® Corporation, 9655 International Boulevard, Cincinnati, OH 45246. Administrator: ePrize, LLC, One ePrize Drive, Pleasant Ridge, MI 48069.
Agreement to Official Rules: By participating in the Promotion, entrant fully and unconditionally agrees to and accepts these Official Rules and the decisions of the Sponsor and/or Administrator, which are final and binding in all matters related to the Promotion. Whether an entrant receives a prize is contingent upon fulfilling all requirements set forth herein.

Timing:The Promotion begins on October 24, 2011 at 12:00 a.m. Eastern Time ("ET") and ends on December 22, 2011 at 11:59 p.m. ET (the "Promotion Period"). The Contest consists of eight (8) phases as set forth in the chart below.

Phase	Starts	Ends
Bracket Battle Submission	October 24, 2011 (at 12:00 a.m. ET)	December 4, 2011 (at 11:59 a.m. ET)
People's Choice Submission	December 5, 2011 (at 12:00 a.m. ET)	December 22, 2011 (at 11:59 a.m. ET)
Bracket Battle Judging	December 4, 2011 (at 12:00 p.m. ET)	December 5, 2011 (at 11:59 a.m. ET)
Bracket Battle Voting Round 1	December 5, 2011 (at 12:00 p.m. ET)	December 10, 2011 (at 11:59 p.m. ET)
Bracket Battle Voting Round 2	December 11, 2011 (at 12:00 a.m. ET)	December 15, 2011 (at 11:59 p.m. ET)
Bracket Battle Voting Round 3	December 16, 2011 (at 12:00 a.m. ET)	December 18, 2011 (at 11:59 p.m. ET)
Bracket Battle Voting Round 4	December 19, 2011 (at 12:00 a.m. ET)	December 21, 2011 (at 11:59 p.m. ET)
Bracket Battle Voting Round 5	December 22, 2011 (at 12:00 a.m. ET)	December 22, 2011 (at 11:59 p.m. ET)

Sponsor's computer is the official time-keeping device for the Promotion.

How to Enter:
1. The Contest: During the Promotion Period, visit www.smartouchgloves.com/misfit and follow the links and instructions to register for the Promotion and upload one (1) photo that showcases the worst misfit gift you've received (the "Photo"), along with a Photo title and Photo caption. Your Photo will be considered for either the Bracket Battle Contest or the People's Choice Contest, based on what date you upload your Photo. By completing the registration and submitting your Photo, you agree that your Photo conforms to the Photo Guidelines and Content Restrictions as defined below (collectively, the "Guidelines and Restrictions") and that Sponsor, in its sole discretion, may remove your Photo and disqualify you from the Contest if it believes, that your Photo fails to conform to the Guidelines and Restrictions. Photo Guidelines:
  1. The Photo must be in .jpg format;
  2. The Photo must not exceed 5 MB in size;
  3. The Photo must contain a title and caption;
  4. The Photo cannot have been submitted previously in a promotion of any kind.
  Content Restrictions:
  1. The Photo must not contain material that violates or infringes another's rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement;
  2. The Photo must not contain brand names or trademarks;
  3. The Photo must not contain images or artwork not created by entrant;
  4. The Photo must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous;
  5. The Photo must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; and
  6. The Photo must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any state where the Photo is created.
  For all Photos: Uploading a Photo constitutes entrant's consent to give Sponsor a royalty-free, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such submissions in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for promotional or marketing purposes. If necessary, entrant will sign any necessary documentation that may be required for Sponsor or its designees to make use of the non-exclusive rights entrant is granting to use the Photo. Sponsor is not responsible for lost, late, incomplete, invalid, un-intelligible or misdirected Photos, which are disqualified. Limit: Each entrant may submit one (1) entry into the Contest during either the Bracket Battle or People's Choice Submission phases.
2. The Sweepstakes: During the Promotion Period, follow the links and instructions as set forth in Section 5(a) above to upload a Photo. Submit your registration and upload your Photo to receive one (1) entry into the Sweepstakes. Limit: Each entrant may receive one (1) entry into the Sweepstakes for uploading a Photo during the Promotion Period. Multiple entrants are not permitted to share the same email address. Any attempt by any entrant to obtain more than the stated number of entries by using multiple/different email addresses, identities, registrations and logins, or any other methods will void that entrant's entries and that entrant may be disqualified. Use of any automated program to enter will result in disqualification. Sponsor is not responsible for lost, late, incomplete, invalid, unintelligible or misdirected registrations, which will be disqualified. In the event of a dispute as to any online entry, the authorized account holder of the email address used to enter will be deemed to be the entrant. Potential winners may be required to show proof of being the authorized account holder. 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.
  
  Additional Entries: During the Promotion Period, you may gain additional Sweepstakes entries by following the links and instructions to vote on the Photo you believe is the best. You will receive one (1) entry into the Sweepstakes for each vote you submit. Limit: Each entrant may receive one (1) Sweepstakes entry per day during the Promotion Period through this method.
3. Winner Determination:Winners will be determined via the processes set forth below.
  1. Bracket Battle Contest:
    1. Bracket Battle Judging Phase: During the Judging Phase, qualified judges determined by Sponsor in its sole discretion will select the top thirty-two (32) Photos (each a "Finalist") based on the following criteria ("Judging Criteria"):
      - Creativity/Originality (30%)
      - Humorous Nature of Submission (30%)
      - Fit with Contest Theme (30%); and
      - Public Appeal (10%)
      Any votes a Photo has received prior to the Judging Phase will go towards that Photo's score in the Public Appeal category of the Judging Criteria. In the event of a tie, Sponsor, in its sole discretion, will determine the Finalist based on the Photo that received the highest score in the Creativity/Originality category. Sponsor reserves the right to select fewer than thirty-two (32) Finalists, if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Submissions.
    2. Voting Round Phases: During the Bracket Battle Voting Round 1 Phase, the Finalists will be posted in an online gallery for public voting at www.smartouchgloves.com/misfit, with the Finalist Photos broken into sixteen (16) pairs, each pair competing against each other for votes. Individuals who meet the eligibility criteria set forth in Section 1 will be invited to vote for the Photo in each pair they believe is the best. The sixteen (16) Finalists in each pair that receive the highest number of votes in their pair during Round 1 will advance to the Voting Round 2 Phase. During the Voting Round 2 Phase, the Sweet Sixteen Photos will be broken into eight (8) pairs, each pair competing against each other for votes. The eight (8) Photos in each pair that receive the highest number of votes in their pair during Round 2 will be advance to the Voting Round 3 Phase. During the Voting Round 3 Phase, the Elite Eight Photos will be broken into four (4) pairs, each pair competing against each other for votes. The entrants of the four (4) Photos in each pair that receive the highest number of votes in their pair during Round 3 will be deemed the potential Final Four winners and advance to the Voting Round 4 Phase. During the Voting Round 4 Phase, the Final Four Photos will be broken into two (2) pairs, each pair competing against each other for votes. The two (2) Photos in each pair that receive the highest number of votes in their pair during Round 4 will advance to the Voting Round 5 Phase. During the Voting Round 5 Phase, the Top Two Photos will compete against each other for votes. The entrant with the Photo that receives the highest number of votes during Round 5 will be deemed the potential Contest Grand Prize winner, and the entrant with the remaining Photo will be deemed the potential Contest First Prize winner. Pair placement will be determined by Sponsor in its sole discretion. Limit: Each entrant may vote one (1) time per Bracket Battle per day during the Voting Phases.
  2. People's Choice Contest: During the People's Choice Submission Phase, People's Choice Photo's will be posted in an online gallery for public voting at www.smartouchgloves.com/misfit. Individuals who meet the eligibility criteria set forth in Section 1 will be invited to vote for the Photo they believe is the best. Limit: Each entrant may vote one (1) time per Photo per day during the People's Choice Submission Phase. The ten (10) entrants whose Photos receive the highest number of votes during the People's Choice Submission Phase will be deemed the potential People's Choice Prize winners.
    
    For all Voting: In its sole discretion, Sponsor reserves the right to select an alternate potential winner and/or placement should the voting appear to have been tampered with or manipulated in any way. In case of a tie, the Sponsor, in its sole discretion, will select the potential winner based on an application of the Judging Criteria. Each potential Contest winner will be notified by email on or around December 23, 2011. Entrants are prohibited from obtaining votes by any fraudulent or inappropriate means, including, without limitation, offering prizes or other inducements to members of the public, as determined by Sponsor in its sole discretion. Multiple voters are not permitted to share the same email address. Any attempt by any voter to obtain more than the stated number of votes by using multiple/different email addresses, identities, registrations and logins, or any other methods will void that voter's votes and that voter may be disqualified. Use of any automated program to vote will result in disqualification.
  3. Sweepstakes: : Sponsor's decisions as to the administration and operation of the Sweepstakes and selection of potential Sweepstakes winners are final and binding in all matters related to the Sweepstakes. Administrator will randomly select the potential Sweepstakes winners from all eligible entries on or around December 23, 2011 and will notify each potential winner by email at that time.
4. Winner Requirements: Receiving a prize is contingent upon compliance with these Official Rules. Except where prohibited, each potential Bracket Grand and First Prize winner (parent/legal guardian if a winner is a minor in his/her place of residence) will be required to sign and return a Declaration of Compliance, Liability and Publicity Release, which must be received by Administrator within seven (7) days of the date notice or attempted notice is sent, in order to claim his/her prize. If a potential winner cannot be contacted, fails to execute and return the Declaration of Compliance, Liability and Publicity Release within the required time period (if applicable), or prize is returned as undeliverable, potential winner forfeits the prize. In the event that a potential Contest winner is disqualified for any reason, an alternate winner will be determined by the Photo with the next highest number of votes. If after three (3) attempts a Contest Prize winner is not confirmed, the applicable prize will remain un-awarded. In the event that a potential Sweepstakes Prize winner is disqualified for any reason, Sponsor will award the applicable prize to an alternate winner by random drawing from among all eligible entries. Only three (3) alternate drawings will be held after which the applicable prize will remain un-awarded. Acceptance of any prize shall constitute and signify winner's agreement and consent that Sponsor may use the winner's name, city, state, likeness, Photo and/or prize information in connection with the Promotion, worldwide, including the Internet, without limitation and without further payment or consideration, except where prohibited by law. Without limiting the generality of these Official Rules, winner shall irrevocably grant, transfer, convey and assign to Sponsor the entirety of the rights in and to the Photo and all renewals and extensions of copyright, and the right to secure copyright registrations thereto in perpetuity including, without limitation, the rights to use the Photo for any and all purposes in any and all media whether now known or hereafter developed, on a worldwide basis, in perpetuity. Winner accepts and acknowledges that Sponsor shall not be obligated to use the Photo and that Sponsor in its sole discretion shall have the right to refrain from using the Photo. Sponsor shall not incur any liability whatsoever to the extent Sponsor chooses to refrain from any exploitation of its rights hereunder. Winner will indemnify Sponsor, Released Parties (as defined in Section 9, below) and any licensee of Sponsor against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms. Prizes will be fulfilled 8 � 10 weeks after end of Promotion.
5. Prizes:
  1. Contest: ONE (1) BRACKET GRAND PRIZE: A $5,000 Visa gift card. Approximate Retail Value ("ARV"): $5,000. Terms and conditions of gift card apply. ONE (1) BRACKET FIRST PRIZE: A $1,000 Visa gift card. ARV: $1,000. Terms and conditions of gift card apply. FOUR (4) FINAL FOUR PRIZES: An Apple iPad®. ARV: $499. The ARV of electronic prizes is subject to price fluctuations in the consumer marketplace based on, among other things, any gap in time between the date the ARV is estimated for purposes of these Official Rules and the date the prize is awarded or redeemed. iPad® is a registered trademark of Apple Computer Corp. ("Apple"). Apple does not sponsor or endorse the use of its products in connection with this promotion. THIRTY-TWO (32) FINALIST PRIZES: A pair of smarTouch® gloves. Style determined by Sponsor in its sole discretion. ARV: $42.
    
    TEN (10) PEOPLE'S CHOICE PRIZES: A pair of smarTouch® gloves. Style determined by Sponsor in its sole discretion. ARV: $42.
  2. Sweepstakes: FIFTY (50) SWEEPSTAKES PRIZES: A pair of smarTouch® gloves. Style determined by Sponsor in its sole discretion. ARV: $42. Odds of winning a/the prize depend on the number of eligible entries received during the Voting Phase.
  For all prizes: Prizes are non-transferable and no substitution will be made unless Sponsor, in its sole discretion, determines otherwise. Sponsor reserves the right to substitute a prize or a component thereof for one of equal or greater value should it become unavailable for any reason. Winners are responsible for all taxes and fees associated with prize receipt and/or use.
6. Release: By receipt of any prize, the applicable winner agrees to release and hold harmless Sponsor, Empower MediaMarketing, Administrator, and their respective subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and prize suppliers, and each of their respective parent companies and each such company's officers, directors, employees and agents (collectively, the "Released Parties") from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Promotion or receipt or use or misuse of any prize.
7. General Conditions: Sponsor reserves the right to cancel, suspend and/or modify the Promotion, 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 Promotion, as determined by Sponsor in its sole discretion. Sponsor, in its sole discretion, reserves the right to disqualify any individual it finds to be tampering with the entry process or the operation of the Promotion or to be acting in violation of the Official Rules of this or any other promotion or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Promotion 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. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.
8. Limitations of Liability: The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by entrant, printing errors or by any of the equipment or programming associated with or utilized in the Promotion; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Promotion; (4) technical or human error which may occur in the administration of the Promotion or the processing of entries; (5) late, lost, undeliverable, damaged or stolen mail; or (6) 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 Promotion or receipt or use or misuse of any prize. Sponsor is not responsible for misdirected or undeliverable entries or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. Sponsor and Administrator are not responsible for any typographical/other error in entries, selection announcement or for any liability for damage to any computer system resulting from participation in, accessing or downloading information in connection with this Promotion. 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 Sweepstakes, if it is possible. If the Sweepstakes, or any part of it, is discontinued for any reason, Sponsor, in its sole discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for any or all of the prizes offered herein. No more than the stated number of prizes will be awarded. In the event that production, technical, seeding, programming or any other reasons cause more than the stated number of prizes as set forth in these Official Rules to be available and/or claimed, Sponsor reserves the right to award only the stated number of prizes by a random drawing among all legitimate, un-awarded, eligible prize claims.
9. Disputes: Except where prohibited, entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Eastern District of Michigan (Southern Division) or the appropriate Michigan State Court located in Oakland County, Michigan; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion, but in no event attorneys' fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of the State of Michigan without giving effect to any choice of law or conflict of law rules (whether of the State of Michigan or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Michigan.
10. Entrant's Personal Information: Information collected from entrant is subject to ePrize, LLC's Privacy Policy http://www.eprize.com/privacy-policy and Sponsor's Privacy Policy http://www.totes-isotoner.com/category/customer+service/privacy+and+security.do.
11. Winner List: For a winner list, visit http://bit.ly/oZ6f2s. The winner list will be posted after winner confirmation is complete.

THE ULTIMATE MISFIT GIFT CONTEST

REGISTRATION

VOTE FOR YOUR FAVORITEMISFIT—OR COMPETE FORTHE PEOPLE'S CHOICE AWARD

DO YOU HAVE A PROMO CODE?

AN ERROR OCCURREDDURING REGISTRATION.

PLEASE TRY AGAIN

IT'S POSTED!

THANKS FOR ENTERINGTHE ULTIMATE MISFIT GIFT CONTEST

VOTE FOR YOUR FAVORITE
MISFIT—OR COMPETE FOR
THE PEOPLE'S CHOICE AWARD

AN ERROR OCCURRED
DURING REGISTRATION.

THANKS FOR ENTERING
THE ULTIMATE MISFIT GIFT CONTEST