“IT’S A VERY SHADY XMAS” SWEEPSTAKES
OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. THIS SWEEPSTAKES IS VOID IN PUERTO RICO, ALL U.S. TERRITORIES AND POSSESSIONS AND WHERE PROHIBITED BY LAW.

The “IT’S A VERY SHADY XMAS” SWEEPSTAKES (“Sweepstakes”) starts at 12:00:01 a.m. Pacific Standard Time (“PST”) on 11/16/04 and ends at 3:00:00 p.m. (PST) on 12/24/04 for Internet Entry and on 12/24/04 for the postmarking of a mail-in entry. The sponsors of this Sweepstakes are Shady Ltd, 151 Lafayette Street, 6th Floor, New York, NY 10013 and Interscope Records, a division of UMG Recordings, Inc., 2220 Colorado Avenue, Santa Monica, CA 90404 (collectively the “Sponsors”). The Sweepstakes shall be subject to these Official Rules, and, by entering, all participants agree to be bound by the terms and conditions herein. Certain restrictions may apply.

ELIGIBILITY: SWEEPSTAKES IS OPEN ONLY TO LEGAL RESIDENTS OF THE UNITED STATES (EXCEPT RESIDENTS OF PUERTO RICO AND ALL U.S. TERRITORIES AND POSSESSIONS), EIGHTEEN (18) YEARS OF AGE OR OLDER AS OF ENTRY DATE. Employees and their immediate families of Sponsors, Rosko, LLC, Sirius Satellite Radio Inc., Nike USA, Inc., West Coast Marketing, a division of The Susquehanna Hat Company (“WEST COAST MARKETING”), their respective affiliates, subsidiaries, parent companies and agencies (collectively, the “Promotion Parties”) and those living in the household of same are not eligible to enter or win. By entering this Sweepstakes, entrants agree to abide by all terms of these Official Rules.

HOW TO ENTER VIA THE INTERNET: Beginning at 12:00:01 AM (PST) on 11/16/04 you may enter via the Internet by logging onto www.eminem.com/shadychristmas (“Entry Site”) and following the onscreen directions for Sweepstakes entry [inserting an Eminem “ENCORE” CD into an active CD-ROM drive on your computer and when prompted; providing your name, complete address, telephone number, date of birth and e-mail address and click submit (“Internet Entry”)]. YOU WILL NOT BE ABLE TO ENTER ONLINE WITHOUT INSERTING AN EMINEM “ENCORE” CD INTO A FUNCTIONING CD-ROM PLAYER ON YOUR COMPUTER AS DIRECTED. ALL INTERNET ENTRIES MUST BE RECEIVED BY 3:00:00 PM (PST) ON 12/24/04.

HOW TO ENTER BY MAIL: on a 3” x 5” piece of paper, hand print your name, address, telephone number, date of birth and (if applicable) your e-mail address. Mail your completed entry in a hand-addressed, first class postage stamped envelope to the “IT’S A VERY SHADY XMAS” SWEEPSTAKES, PO Box 6056, Sherman Oaks, CA 91413 (“Mail-in Entry”). ALL MAIL-IN ENTRIES MUST BE POSTMARKED BY 12/24/04 AND RECEIVED BY 12/31/04.

A LIMIT OF ONE (1) ENTRY PER PERSON WILL BE ACCEPTED FOR THIS SWEEPSTAKES.

The Promotion Parties, prize suppliers, and any and all Internet server(s) and access provider(s), and each of their respective affiliates, subsidiaries, parent corporations, retailers and advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agents (collectively, “Releasees”) are not responsible for: any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant’s or any other person’s computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site or any web pages thereof; inability of participant’s computer to play and/or read the inserted CD; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; typographical, printing or other errors; any mailed entries which are late, lost, incomplete, misdirected, stolen, mutilated, illegible, or postage due, or any combination thereof. Proof of mailing entry, or entering information at the Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, and mechanically reproduced entries will be disqualified. All entries become the property of the Sponsors and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible. By entering the Sweepstakes, entrants affirm that they have read and accepted these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of the United States. By entering the Sweepstakes, entrants hereby submit to the jurisdiction and venue of the federal and state courts of the United States and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. The information obtained via the entry will be used by Sponsors and their affiliates for marketing purposes. Sponsors and their affiliates would like to use this information to contact you either by mail or email with updates about special promotions or offers. If you prefer not to receive updates do not check the appropriate box online or indicate such preference on the 3” x 5” piece of paper used for your entry submission. Any entry information collected from the Sweepstakes shall be used only in a manner consistent with the consent given by entrants at the time of the entry, with these Official Rules and with the Universal Music Group Web Site Privacy and Usage Policy, which can be found at http://new.umusic.com/Privacy.aspx.

WINNER SELECTION: Winners will be selected in a random drawing from among all eligible entries on or about 1/11/05 by West Coast Marketing, an independent judging organization, whose decisions are and shall be final in all matters relating to this Sweepstakes. All prizes will be awarded, provided a sufficient number of eligible entries are received. Major prize winners (defined as having an approximate retail value (“ARV”) of $600 or more) will be notified by telephone, e-mail and/or certified mail by 1/25/05 and will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability and where legal, a Publicity Release within 14 days of date of issuance. Major prize winners will also be required to return a completed W-9 form within this same deadline. Travel prize winners’ travel companions are required to be eighteen (18) years of age or older at time of winner notification and will also be required to execute and return a Release of Liability form within this same 14-day deadline. Failure to return all required forms within this time period or to comply with any other provision may result in the winner being disqualified and an alternate winner selected. All other prize winners will be notified within sixty (60) days of the drawing date, with the delivery of their prize via mail or other delivery service selected by Sponsors.
If a prize notification or a prize is returned as undeliverable for any reason, the prize will be awarded to an alternate winner. Prizes are not transferable, assignable, or redeemable for cash and no substitution for a prize by the winner will be allowed.
All Federal and state tax liabilities, if any, are the sole responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited) to Sponsors and their designees to use of winner's name, address (city and state), likeness and statements for publicity purposes in any and all media now or hereafter known throughout the world in perpetuity without additional compensation, notification or permission.

PRIZES:

* each of the two (2) travel prizes specified above consists of a trip for two (2) people, including round-trip [R/T] coach class airfare (via an airline carrier selected by Sponsors) between the major U.S. gateway city airport closest to the winner's home and the destination city selected by Sponsors, the specific number (as stated above) of night(s) hotel accommodations (one [1] standard room, double occupancy) at a hotel selected by Sponsors (based on hotel availability). The actual retail value of each travel prize will depend on dates of travel and cities of origination and destination. NOTE: all meals, incidentals, gratuities, telephone calls, all personal expenses incurred by the winner and his or her guest during their stay and any other expenses not specified herein are the sole responsibility of the travel winner and his or her travel companion. Winner and their travel companion will be responsible for all R/T ground transportation to and from the airport at the point of origin and destination. Hotel accommodations consist of room and room tax charges only. Travel winner and his or her travel companion must travel on the identical itinerary. Travel must originate from and end at the same airport. Once travel commences, no stopovers are permitted; if stopover occurs, full fare will be charged from stopover point for the remaining segments, including return, of the trip. Each travel winner must be able to travel on dates specified by Sponsors or prize will be forfeited in its entirety and an alternate winner will be selected. All travel elements are subject to holiday and blackout dates and availability. Other travel restrictions may apply. Each travel winner and his or her travel companion will be required to provide appropriate Federal or state government issued photo identification at time of travel. Travel will not be eligible for frequent flyer points or miles. Winner and his or her travel guest are solely responsible for determining and obtaining all necessary travel documents and other travel requirements. No changes will be made to travel details once any portion of travel arrangements has been made, except at Sponsors’ sole discretion. Releasees are not responsible for changes in schedule of any element of a travel prize, and Releasees are not liable for any expenses incurred as a consequence of flight cancellation/delay.

The total approximate retail value of all prizes to be awarded in this Sweepstakes is approximately $43,875. The odds of winning a prize are determined by the total number of eligible entries received. Approximately 5,000,000 Eminem “ENCORE” CD’s will be distributed during this Sweepstakes.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to winner or any other person for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsors’ sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

GENERAL: By entering this Sweepstakes, entrants agree that Releasees and any other companies participating in the design, administration or fulfillment of this Sweepstakes (collectively "Sweepstakes Entities"), shall not be liable for personal injuries, death, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Sweepstakes or acceptance of or use or inability to use a prize or parts thereof including, without limitation, claims, suits, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory. Winner releases the Sweepstakes Entities from any and all liability and responsibility with respect to the prize (including any property loss, damage, personal injury or death). Winner acknowledges that the aforementioned individuals and entities have neither made nor are in any manner responsible for any warranty, representation or guarantee, expressed or implied, in fact or in law, related to the prize.

If for any reason this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsors’ sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, the Sponsors reserve the right, at their sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsors will conduct a random drawing to award all prizes from among all eligible, non-suspect entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Entry Site. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE (INCLUDING THE ENTRY SITE) OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSORS RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. If a dispute arises about who submitted an entry on the Entry Site, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide the Sponsors with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met.

NOTE: Internet entry must be made by the entrant only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including but not limited to commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device to automate the entry process is prohibited.

WINNERS LIST: For an Official Winners List (available after 2/10/05) or a copy of these Official Rules, send a self-addressed, stamped envelope to: “IT’S A VERY SHADY XMAS” SWEEPSTAKES (please specify Official Winners’ List or Official Rules), PO Box 56436, Sherman Oaks, CA, 91413. Residents of VT may omit return postage on Rules requests. Official Rules are also available during the Entry Period at the Entry Site.
© 2004 Shady Ltd. All Rights Reserved.