STUDENT ADVANTAGE SPRING WARDROBE SWEEPSTAKES OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.

Sweepstakes: The Spring Wardrobe Sweepstakes (the "Sweepstakes") is presented by Student Advantage, LLC (the "Administrator"). Participation constitutes entrant?s full and unconditional agreement to these Official Rules and the decisions of Administrator and Arcadia Group Brands Limited ("Sponsor"), which are final and binding in all matters related to the Sweepstakes. Winning a prize is contingent upon fulfilling and complying with all requirements set forth herein.

(1) Eligibility: The Sweepstakes 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. Employees of the Administrator, the Sponsor, Orbitz, LLC, and the parent and affiliate companies of each, as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee, are not eligible. The Sweepstakes is open to both Student Advantage cardholders and non-cardholders. The Sweepstakes is subject to all applicable federal, state, and local laws and regulations. Void where prohibited.

(2) Sponsors: Arcadia Group Brands Limited, Colegrave House, 70 Berners Street, London W1T 3NL.

Administrator: Student Advantage, LLC, 280 Summer Street, Boston, MA 02210.

(3) Timing: The Sweepstakes begins on April 2, 2009 at 12:00 a.m. Eastern Time ("ET") and ends on April 30, 2009 at 11:59 p.m. ET (the "Sweepstakes Period"). The Administrator shall be the official time-keeper for the Sweepstakes.

(4) How to Enter: Entrants may enter the Sweepstakes during the Sweepstakes Period though any of two methods described below:

Member Channel: To enter via the member channel, you must complete the online entry submission form located in the Spring Wardrobe Promotion at studentadvantage.com. Complete and submit the registration including a valid home address. P.O. Boxes are not permitted. You will automatically receive one (1) entry into the Sweepstakes.

Non-Member Channel (Postcard): To enter via postcard submission, you must submit a 3" x 5" postcard to Spring Wardrobe Sweepstakes, c/o Student Advantage, 280 Summer Street, Boston, MA 02210. Postcard entries must include your legal name, permanent address, a valid email address, and a valid telephone number. You must provide a valid home address. P.O. Boxes are not permitted. You will automatically receive one (1) entry into the Sweepstakes when postcard submission is received.

(5) Limit: Each participant may receive a maximum of one (1) entry. An email address may not be used by more than one entrant. 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 system to participate is prohibited and will result in disqualification. In the event of a dispute as to any registration, the authorized account holder of the email address used to register will be deemed to be the registrant or player. 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. The potential winner may be required to show proof of being the authorized account holder.

(6) Entry Dates: Entries through the member and non-member channel shall be deemed entered on the date of submission. Entries through postcard submission shall be deemed entered on the postmark date, provided that such postcard is received by the Administrator prior to the respective drawing. All mail-in postcard entries must be postmarked by April 30, 2009 and received no later than 11:59 a.m. ET on May 14, 2009.

(7) Grand Prize Drawing: The drawing will be conducted by the Administrator. The Administrator is an independent judging organization whose decisions as to the administration and operation of the Sweepstakes and the selection of the potential winners are final and binding in all matters related to the Sweepstakes. The Administrator will randomly select one (1) Grand Prize winner from all eligible entries received on or about May 14, 2009. The potential winner will be notified by mail, email or phone. The potential Grand Prize winner (parent/legal guardian if winner is a minor in his/her state of residence) will be required to sign and return to Sponsor, within ten (10) days of the date notice or attempted notice is sent, an Affidavit of Eligibility and a Liability & Publicity Release in order to claim his/her prize. If a potential winner cannot be contacted, or fails to sign and return the Affidavit of Eligibility and a Liability & Publicity Release within the required time period, the potential winner forfeits prize. If the prize notification is returned as undeliverable, such prize will be forfeited, and an alternate winner will be selected. Any potential winner must continue to comply with all terms and conditions of these Official Rules, and winning is contingent upon fulfilling and complying with all requirements. In the event that the potential Grand Prize winner is disqualified for any reason, the Administrator will award the Grand Prize to an alternate winner by random drawing from among all remaining eligible entries. Only three (3) alternate drawings will be held after which the Grand Prize will not be awarded. The odds of winning depend on the number of eligible entries received.

(8) Prizes:

ONE (1) GRAND PRIZE: A trip for two (2) to New York, NY, USA -
Trip package includes roundtrip coach-class air transportation from a major airport near winner's home, such airport to be determined by the Administrator in its sole discretion, to New York, NY; two (2) nights accommodations at a hotel determined by the Administrator in its sole discretion (single room, double occupancy); one (1) Carmel Limo voucher; one (1) Topshop/Topman gift card; one (1) Urban Outfitters gift card; one (1) A|X Armani Exchange gift card; one (1) eBags email gift certificate; one (1) Shoebuy.com online gift certificate; and one (1) Swell.com online gift certificate.

TWO (2) CHEAPTICKETS AIRLINE VOUCHERS ($500/each) -
Trip must be booked through Northwest Airlines (nwa.com) at least seven (7) days prior to departure. Travel must start by January 15, 2010. A Saturday night stay is required. Trip is subject to availability and blackout dates. Prize is limited to Northwest Airlines destinations within the 48 contiguous US states. No code-share flights are permitted. Travel must be roundtrip. Airline will determine flight itinerary in its sole discretion. Ticketed flights may include stopovers and/or connections. No refund or compensation will be made in the event of the cancellation or delay of any flight. Cheaptickets airline vouchers may not be returned or refunded. Travel is subject to the terms and conditions set forth in this Sweepstakes, and those terms and conditions set forth by Northwest Airlines in the passenger ticket contract. Unless a child of the winner, the travel companion must be eighteen (18) years of age or older as of the date of departure and must travel on the same itinerary and at the same time as the winner. Travel companion must execute liability and publicity releases prior to the issuance of travel documents. The winner and travel companion are solely responsible for obtaining valid passports and visas and any other documents necessary for international travel. Travel restrictions, conditions and limitations may apply. The Sponsor and the Administrator will not replace any lost, mutilated, or stolen tickets, travel vouchers, or certificates. Individual passengers shall be responsible for all payments of ticket upgrades, seat upgrades, excess baggage charges, and any other charges incurred after or in connection with the issuance of airline tickets. Winner's use of the Cheaptickets airline vouchers constitutes winner's acceptance of all subject terms.

ONE (1) CHOICE HOTELS ($600) GIFT CARD -
Choice Hotels Gift Cards ("Choice Gift Card") are not returnable and cannot be redeemed for cash. The Choice Gift Card is redeemable for room accommodations or other goods or services subject to a hotel bill at over 3,000 participating Comfort Inn, Comfort Suites, Quality, Sleep Inn, Clarion, Cambria Suites and MainStay Suites hotels in the United States. A Choice Gift Card cannot be used to book a room reservation or to buy additional gift cards. The Choice Gift Card is redeemable as a form of payment at the hotel. To find participating hotels, visit choicehotels.com. Accommodations are subject to availability. Travel restrictions, conditions and limitations may apply. The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Choice Gift Cards. Individuals shall be responsible for all room upgrades and any other charges incurred after or in connection with the issuance of hotel accommodations. No refund or compensation will be made in the event of the cancellation or delay of travel. Choice Gift Cards may not be returned or refunded. Accommodations are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Choice Hotels as detailed in the Choice Gift Cards terms. Unless a child of winner, the travel companion must be eighteen (18) years of age or older as of the date of reservation and must travel on the same itinerary and at the same time as the winner. Winner's use of the Choice Gift Card constitutes winner's acceptance of the terms on the card.

ONE (1) CARMEL LIMO VOUCHER ($300) -
Carmel Limo Voucher ("Carmel Voucher") is redeemable for seven (7) hours of transportation in a Lincoln Town Car throughout New York, NY. Reservation restrictions, conditions and limitations may apply. The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Carmel Vouchers. Individuals shall be responsible for all service upgrades and any other charges incurred after or in connection with issuance of travel accommodations. No refund or compensation will be made in the event of the cancellation or delay of travel. Carmel Vouchers may not be returned or refunded. Reservations are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Carmel Limo as detailed in the Carmel Limo service terms and agreement. Unless a child of winner, the travel companion must be eighteen (18) years of age or older as of the date of reservation and must travel on the same itinerary and at the same time as the winner. Winner's use of the Carmel Voucher constitutes winner's acceptance of the terms.

ONE (1) TOPSHOP / TOPMAN GIFT CARD ($400) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Topshop/Topman Gift Cards ("Topshop Gift Cards"). Topshop Gift Cards may not be returned or refunded. Topshop Gift Cards are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Arcadia Group Brands Limited as detailed in the Topshop terms and conditions. Winner's use of the Topshop Gift Card constitutes winner's acceptance of the terms on the card.

ONE (1) URBAN OUTFITTERS GIFT CARD ($300) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Urban Outfitters Gift Cards ("Urban Gift Cards"). Urban Gift Cards may not be returned or refunded. Urban Gift Cards are redeemable online at UrbanOutfitters.com and in Urban Outfitters stores. Urban Gift Card amounts do not count towards discounted shipping or qualify for other discount tiers. Urban Gift Cards are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Urban Outfitters Direct as detailed in the Urban Outfitters terms and conditions. Winner's use of the Urban Gift Card constitutes winner's acceptance of the terms on the card.

ONE (1) A|X ARMANI EXCHANGE GIFT CARD ($300) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen A|X Armani Exchange ("Armani Gift Cards"). Armani Gift Cards may not be returned or refunded. Unless required by law, the balance on the Armani Gift Card will not be replaced if lost or stolen. The Armani Gift Card will be void if altered or defaced. The Armani Gift Card is redeemable for merchandise only, unless prohibited by law. An individual may not use an Armani Gift Card to purchase another gift card. Armani Exchange reserves the right to cancel any gift card orders, even when purchased in combination with merchandise. Armani Gift Cards are non-transferable, non-refundable and are not redeemable for cash. Armani Gift Cards are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Armani Exchange as detailed in the A|X Gift Card Terms and Conditions. Winner's use of the Armani Gift Card constitutes winner's acceptance of the terms on the card.

ONE (1) EBAGS EMAIL GIFT CERTIFICATE ($200) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen eBags Email Gift Certificates ("eBags Certificates"). EBags Certificates may not be returned or refunded. EBags Certificates cannot be redeemed for orders to be shipped to Canada. EBags Certificates purchased on eBags.com (USA) can only be redeemed on eBags.com (USA). End eBags Certificates, and unused portions of such certificates, are valid for one (1) year from the date of purchase. EBags Certificates may not be redeemed for cash, are not redeemable on previously placed orders, and cannot be used to purchase other eBags Certificates. EBags Certificates cannot be combined in any manner on a single order. EBags Certificates are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by eBags.com as detailed in the eBags Email Gift Certificate Terms and Conditions. Winner's use of the eBags Certificate constitutes winner's acceptance of the terms.

ONE (1) SHOEBUY.COM ONLINE GIFT CERTIFICATE ($200) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Shoebuy.com Online Gift Certificates ("Shoebuy Certificates"). Shoebuy Certificates may not be returned or refunded. Shoebuy Certificates can only be redeemed through the Shoebuy.com website at http://www.shoebuy.com, toward the purchase of products listed in Shoebuy's online catalogue and sold by Shoebuy. Shoebuy Certificates cannot be redeemed at any other website operated by Shoebuy, its affiliates, or third party merchants accessible from the Shoebuy.com website. Shoebuy Certificates are not redeemable for cash, are not transferable to orders already placed, and cannot be redeemed for other Shoebuy Certificates. Shoebuy Certificates (and unused portions of Gift Certificates) are valid for one (1) year from date of issue for future purchases under the same Shoebuy.com Gift Certificate Code. Shoebuy Certificates are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Shoebuy.com, Inc. as detailed in the Shoebuy Gift Certificate Policies. Winner's use of the Shoebuy Certificate constitutes winner's acceptance of the terms.

ONE (1) SWELL.COM ONLINE GIFT CERTIFICATE ($100) -
The Sponsor and the Administrator will not replace any lost, mutilated, or stolen Swell.com Online Gift Certificates ("Swell Certificates"). Swell Certificates may not be returned or refunded. Swell Certificates are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by Swell.com as detailed in the Swell.com Online Gift Certificate terms. Winner's use of the Swell Certificate constitutes winner's acceptance of the terms.

ONE (1) AMERICAN EXPRESS GIFT CARD ($100) -
Subject to applicable law, a monthly service fee of $2.00 applies but shall be waived for the first twelve (12) months following purchase. The Sponsor and the Administrator will not replace any lost, mutilated, or stolen American Express Gift Cards. American Express Gift Cards may not be returned or refunded. American Express Gift Cards are subject to the terms and conditions set forth in this Sweepstakes, and those set forth by American Express as detailed in the American Express Cardholder Agreement. Winner's use of the American Express Gift Card constitutes winner's acceptance of the terms on the card.

All expenses and incidental travel costs not expressly stated in the package description above, including but not limited to, ground transportation, meals, incidentals, passenger tariffs or duties, surcharges, airport fees, service charges or facility charges, personal charges at lodging, security fees, taxes or other expenses are the responsibility solely of winner. The Sponsor and the Administrator are not responsible if any tour is delayed, postponed or cancelled for any reason in which event that portion of the prize is forfeited in its entirety and no substitution will be provided except in the Administrator's sole discretion.

Approximate Retail Value: $3,500. Actual value may vary based on airfare fluctuations and distance between limo destinations. Winner will not receive the difference between actual and approximate retail value. Prize is non-transferable and no substitution will be made except as provided herein at the Administrator's sole discretion. The Sponsor and the Administrator reserve the right to substitute a prize for one of equal or greater value if the designated prize should become unavailable for any reason. Winner is responsible for all taxes and fees associated with prize receipt and/or use.

(9) Release: By receipt of the prize, winner agrees to release and hold harmless the Sponsor, the Administrator, and their respective subsidiaries, affiliates, suppliers, distributors, advertising and promotion agencies, and prize suppliers, and each of their respective parent companies, 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 Sweepstakes or receipt or use or misuse of any prize. In no event shall the Administrator or the Sponsor be liable for any incidental, consequential, special, or indirect damages of any kind. The Administrator's or the Sponsor's total liability for any cause of action arising under the Sweepstakes shall in no event exceed the cost of entering in and participating in the Sweepstakes.

(10) Publicity: Except where prohibited, participation in the Sweepstakes constitutes winner's consent to the Sponsor's, the Administrator's, and their agents' use of winner's name, likeness, photograph, voice, opinions and/or hometown and state for promotional purposes in any media, worldwide, without further payment or consideration (except where prohibited by law).

(11) Limitations of Liability: The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by entrants, printing errors or by any of the equipment or programming associated with or utilized in the Sweepstakes; (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 Sweepstakes; (4) technical or human error which may occur in the administration of the Sweepstakes 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 Sweepstakes or receipt or use or misuse of any prize. 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, provided that if it is not possible to award another entry due to discontinuance of the Sweepstakes, or any part of it, for any reason, the Administrator, 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, the Administrator reserves the right to award only the stated number of prizes by a random drawing among all legitimate, un-awarded, eligible prize claims.

(12) Disputes: Except where prohibited, entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate state or federal courts in Suffolk County, the Commonwealth of Massachusetts; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes, 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, any 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 the Administrator in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law rules.

(13) Entrant's Personal Information: Information collected from entrants is subject to Student Advantage, LLC's Privacy Policy and Sponsor's Privacy Policy

(14) Winner List: Winner List requests will only be accepted after the promotion end date (listed above) and no later than July 31, 2009. For the Winner List, send an email with subject line: "Spring Wardrobe Sweepstakes, Winner List Request," to info@studentadvantage.com.

(15) General Rules: By participating, entrants and entrant's companions agree to be bound by these rules and the decisions of the Administrator. The Sponsor and the Administrator reserve the right to cancel, suspend and/or modify the Sweepstakes, or any part of it, if any fraud, technical failures or any other factor beyond the Administrator's reasonable control impairs the integrity or proper functioning of the Sweepstakes, as determined by the Administrator in its sole discretion. The Administrator reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or to be acting in violation of these Official Rules or any other promotion or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, the Administrator reserves the right to seek damages from any such person to the fullest extent permitted by law. The Administrator's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

(c) 2009 Student Advantage, LLC. All rights reserved.