THREADLESS® LOVES: PRE-LOVED DESIGN CONTEST OFFICIAL RULES

NO PURCHASE NECESSARY.

1. Eligibility. Threadless® Loves: Pre-loved Design Contest (the “Promotion”) is open only to persons who are 18 years of age or older. Only persons who are legal residents of the 50 United States and the District of Columbia who are 18 years of age or older (provided that they are of the age of majority in their state of residence) and have a valid U.S. driver’s license at the time of entry will be eligible to win the Grand Prize. Participants not eligible for the Grand Prize will be eligible for an alternate Prize. Each entrant must also be a registered member of Threadless.com at the time of entry. Proof of residency and age may be required. Employees, officers, directors and representatives of SkinnyCorp, LLC (“Threadless”) and Volkswagen of America, Inc, an operating unit of Volkswagen Group of America, Inc. (“VWGoA”) (Threadless and VWGoA, collectively, referred to as “Sponsors”), and Labov & Beyond, Inc. (and any other entity or person engaged to work on the Promotion), and each of their respective parent companies, subsidiaries, affiliates, divisions, authorized dealers, and advertising/promotion agencies and immediate family members (spouse and parents, siblings and children and their spouses) and persons living in the same households of each of the above are ineligible. Void where prohibited by law. All federal, state and/or local laws apply.
2. Timing. The Promotion submission period begins at 10:00 AM Central Time (“CT”) on June 15, 2009 and ends at 12:00 AM CT on July 15, 2009 (“Submission Period”). The judging period (“Judging Period”) will commence upon the end of the Submission Period and will end July 22, 2009. Winner will be announced on or about August 17, 2009 (“Announcement Date”). Threadless’ clock shall be the official timekeeper for this Promotion. All submissions must be received by 12:00 AM CT on July 15, 2009.
3. How to enter Promotion. No purchase necessary to enter or win. You must be a registered member of Threadless.com in order to enter a design submission for the Promotion. To register and to enter, visit www.threadless.com and fully complete all required fields on the online registration form as presented and submit the online registration form and your design. There is no cost or fee to register or to enter. Limit three (3) design submissions per person. Designs cannot (i) include brand names or logos of a third party; or (ii) be a design that has already been submitted to Threadless. All such designs will be disqualified and ineligible to win a prize. All design submissions will be subject to the Threadless.com submission rules (http://www.threadless.com/submit/design) and legal terms (http://www.threadless.com/submitterms.html). Each online entrant must be the rightful owner or have authorized use of the e-mail account associated with the entrant’s submitted e-mail address. If there is a dispute as to the identity of an online entrant, the prize will be awarded to the authorized account holder of the associated e-mail address. The “authorized account holder” is defined as the natural person to whom the e-mail address is assigned by an Internet service provider, online service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Each entry must be submitted separately. Limit one (1) person per e-mail address. All entries generated by a script, macro or other automated/repetitive electronic means or mechanically reproduced (except as permitted in these Official Rules) will be disqualified and ineligible for the Promotion. Entries and registration submissions that are late, illegible, incomplete, unreadable, damaged, delayed, lost, tampered with, incomprehensible, forged, mutilated, misdirected, inaccurate, unintelligible or otherwise not in compliance with these Official Rules will be disqualified. All requested information must be completed in English to enter and be eligible. All entries become the property of Sponsors and will not be acknowledged or returned.
4. Promotion Prizes.
   One (1) Grand Prize. The Grand Prize consists of the following items:
   • A Certified Pre-Owned (CPO) Volkswagen vehicle (“Vehicle”) with an approximate retail value (ARV) of up to $15,000 USD.
   • $2,000 USD.
   • A $500 USD Threadless.com gift certificate.
   To be eligible for the Grand Prize, the entrant must be a legal resident of the 50 United States and the District of Columbia, and must be 18 years of age or older (provided that they are of the age of majority in their state of residence) and have a valid U.S. driver’s license at the time of entry. VWGoA will identify, in its sole discretion, an authorized Volkswagen dealer closest to winner’s permanent residence (at the time of entry) which has available CPO vehicles from which winner may select a vehicle, subject to these Official Rules. Winner’s Vehicle selection will be based on such dealer’s then current dealer inventory of CPO vehicles with a listed sticker price of up to $15,000 USD. Standard and optional equipment (and other specifics) will vary by vehicle to be determined by VWGoA and/or dealer, and are subject to availability. The difference, if any, between $15,000 USD and the actual listed sticker price of the selected Vehicle will not be awarded in cash. Vehicle will be delivered with the standard and optional equipment already included with such Vehicle. Vehicle comes with 2-year/24,000 miles Limited Warranty and 24-hour Roadside Assistance. Roadside Assistance is provided by Cross Country Automotive Services, Inc. Sponsors not responsible for delays in delivery. Winner must be a licensed driver and must present a current valid U.S. driver’s license and proof of insurance in order to take possession of Vehicle; failure to show same may result in forfeiture of the entire Grand Prize and selection of an alternate winner. Winner is responsible for all associated dealership and/or vehicle fees including all taxes, tags, title, license, insurance, registration, dealer preparation, applicable taxes, destination and handling charges, and any other fees associated with Vehicle, including any travel and transportation costs not specifically stated herein as being awarded. Winner must take delivery of Vehicle from the designated Volkswagen dealer within forty-five (45) days of being notified as being the selected winner, or selected winner will automatically forfeit the entire Grand Prize including, but not limited to, the Vehicle. Except for the limited warranties applicable to the Vehicle, none of the Released Parties (as defined in Paragraph 6 below) make any warranties, representations or guarantees, express or implied, in fact or in law, relative to the use or enjoyment of the Vehicle, including, without limitation, its quality, mechanical condition, merchantability or fitness for a particular purpose. TOTAL ARV OF GRAND PRIZE: $17,500. All prize elements of the Grand Prize are subject to availability. No transfer, assignment, substitution or cash equivalent of any prize element permitted by winner. Other expenses are not included and are winner’s sole responsibility unless indicated herein as being awarded. Sponsors may substitute the Grand Prize (or a portion of the Grand Prize) with one of equal or greater retail value if the Grand Prize (or a portion of the Grand Prize) is unavailable or cannot be awarded for any reason. Winner is solely responsible for the reporting and payment of any applicable federal, state and/or local taxes on his/her prize. The values of each of the prize elements set forth above represent Sponsors’ good faith determination of the ARVs thereof, and the actual fair market value of each prize element will be determined in Sponsors’ sole discretion and will be final and binding and cannot be appealed. Winner agrees and acknowledges that Sponsors may share his/her name, address and other contact information with one or more third parties in connection with the awarding and/or delivery of a prize.
   One (1) Alternate Prize (International Designers). The Alternate Prize consists of the following items: $3,000 USD. A $500 USD Threadless.com gift certificate A Threadless.com 12-Club Membership TOTAL ARV OF ALTERNATE PRIZE: $3,750. All prize elements of the Alternate Prize are subject to availability. No transfer, assignment, substitution or cash equivalent of any prize element permitted by winner. Other expenses are not included and are winner’s sole responsibility unless indicated herein as being awarded. Sponsors may substitute the Alternate Prize (or a portion of the Alternate Prize) with one of equal or greater retail value if the Alternate Prize (or a portion of the Alternate Prize) is unavailable or cannot be awarded for any reason. Winner is solely responsible for the reporting and payment of any applicable federal, state and/or local taxes on his/her prize. The values of each of the prize elements set forth above represent Sponsors’ good faith determination of the ARVs thereof, and the actual fair market value of each prize element will be determined in Sponsors’ sole discretion and will be final and binding and cannot be appealed. Winner agrees and acknowledges that Sponsors may share his/her name, address and other contact information with one or more third parties in connection with the awarding and/or delivery of a prize.
5. Selection of Winner. During the Judging Period, qualified judges from both Threadless and VWGoA will judge each of the eligible submissions received based on the following criteria: 33% Originality; 33% Creativity; and 34% use of the Promotion Theme: “What does pre-loved mean to you?” The judges will select two winners from the eligible submissions, one winner will be selected from the pool of designers who are U.S. residents eligible for the Grand Prize, and another winner selected from the pool of eligible designs submitted from non-U.S. residents eligible for the Alternate Prize. Based on the above criteria, the submissions with the highest score will be selected as the winning submissions. In the event of a tie between one or more submissions, the qualified judges will select the winner from among the tied submissions which is determined to be most closely reflective of the Promotion Theme. Odds of winning depend upon the nature, quality and number of eligible submissions received.
   
   The selected winners will be notified by e-mail (via the current e-mail address associated with selected winner’s online registration form) within one week after the conclusion of the Judging Period. Sponsors shall have no liability for any winner notification that is lost, intercepted or not received by a potential winner for any reason. In Sponsors’ sole discretion, a selected winner may be required to forfeit his/her prize and an alternate winner may be selected in accordance with these Official Rules from among the remaining eligible entries if such selected winner: (i) is unreachable or winner notification is returned as undeliverable; (ii) declines or cannot accept, receive or use the prize for any reason; or (iii) fails to comply with these Official Rules. A forfeited prize may not be awarded. Within one week after the conclusion of the Judging Period, selected winner will be sent (via facsimile and/or other method determined in sole discretion of Sponsors) an affidavit of eligibility together with a liability/publicity release for the selected winner (“Affidavit and Release”). Selected winner must complete and return (as directed by Sponsors) the Affidavit and Release so that it is received by Sponsors by 5:00 PM on the fifth business day after the Affidavit and Release is sent to such selected winner (or other time as determined in Sponsors’ sole discretion) or, in Sponsors’ sole discretion, such prize may be forfeited and an alternate winner of that prize may be selected (in Sponsors’ sole discretion) in accordance with these Official Rules from among the remaining eligible entries. Sponsors reserve the right to modify the notification and affidavit/release procedures in connection with the selection of any alternate winner(s).
6. General Conditions. By participating in this Promotion, each entrant agrees to be bound by these Official Rules and the decisions of the Sponsors, which are final and binding in all respects and cannot be appealed. By entering, each entrant agrees and acknowledges that Sponsors, and each of their respective parent companies, affiliates, divisions, subsidiaries, franchisees and advertising and marketing agencies, and each of their respective employees, officers, shareholders, directors, representatives and agents (collectively, “Released Parties”) are not responsible for and shall not be liable for: (i) late, lost, delayed, misdirected, incomplete, unreadable, inaccurate, garbled or unintelligible entries; (ii) telephone system, facsimile, technical or computer malfunctions, lost connections or transmissions, disconnections or other errors of any kind whether mechanical, human, electronic or otherwise relating to or in connection with the Promotion, including, without limitation, errors which may occur in connection with the administration of the Promotion or the processing of entries; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses, costs, expenses or damages to person or property of any kind caused, in whole or part, directly or indirectly, by the prize or resulting from redemption, acceptance, possession, loss or use or misuse of any prize or from participating in the Promotion or any Promotion related activity; (v) inability to participate in the Promotion; or (vi) any printing, typographical, human, administrative or technological errors in any material associated with the Promotion. No more than the number of prizes stated in these Official Rules will be awarded.
   
   By accepting a prize, winner agrees and acknowledges that the Releasees and any of their designees may, without any limitation or further compensation, use his or her name, voice, biographical data and/or likeness in any and all media now known or hereinafter devised, throughout the universe and in perpetuity, for any commercial purpose including, but not limited to, advertising and promoting the Promotion or any other promotion, contest or promotion sponsored by one or both of the Sponsors, except where prohibited by law. Sponsors disclaim any liability for damage to any computer system related to participating in, or accessing or downloading information in connection with the Promotion. By entering the Promotion, each entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Promotion, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering the Promotion, but in no event will attorneys’ fees be awarded or recoverable; and (3) under no circumstances will any entrant be permitted to obtain any award for, and each entrant hereby knowingly and expressly waives all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out of pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. Sponsors reserve the right, in their sole discretion, to modify, cancel or suspend this Promotion (or any portion of the Promotion) should an error or a virus, bug, computer problem or other cause or problem corrupt or inhibit the administration, security or proper operation of the Promotion and, in such situation, to select the winner from the remaining eligible non-suspect entries received prior to and/or after such action or in such manner as deemed fair and appropriate by Sponsors in their sole discretion. In the event that Promotion is modified, cancelled or suspended, notification of such event will be posted at www.threadless.com. Sponsors may prohibit an entrant from participating in the Promotion or winning a prize if, in their sole discretion, Sponsors determine entrant is attempting to undermine the legitimate operation of the Promotion by cheating, hacking, deception, or other unfair practices or intending to annoy, abuse, threaten or harass any other entrant or any representative of either of the Sponsors. CAUTION: Any attempt by a person to deliberately damage any web site or undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and should such an attempt be made, Sponsors reserve the right to seek damages from any such person to the fullest extent of the law. Releasees have not made and/or are not responsible for any misrepresentation or guaranty, express or implied, in fact or in law, relative to the prizes.
7. Governing Law. All issues concerning the construction, validity and enforcement of these Official Rules, or the rights and obligations of the entrant and Sponsors, shall be construed and governed by the laws of the state of Illinois, without regard to conflicts of law. All suits or claims brought in connection with this Promotion must be brought in a state or federal court in Chicago.
8. Sponsors. Threadless.com, 1260 W. Madison St., Chicago, IL 60607; Volkswagen Group of America, Inc., 2200 Ferdinand Porsche Drive, Herndon, VA 20171
9. Entrant’s Personal Information. Information collected from entrants is subject to Threadless’ Privacy Policy (http://www.threadless.com/privacypolicy).
10. Winner List /Official Rules. For the name of the Grand Prize winner, available after the Announcement Date, or a copy of these Official Rules, send a self-addressed, stamped envelope (Vermont residents need not affix return postage on requests for the Official Rules) to: “The Loves: Pre-Loved Promotion,” 1260 W. Madison St., Chicago, IL 60607. Please specify “Official Rules” or “Winner List.” Requests must be received within six (6) months of the Announcement Date.