NickShop Grand Opening Sweepstakes (the "Sweepstakes")
OFFICIAL RULES

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES.
A purchase will not increase your chances of winning. Void in Puerto Rico and where prohibited or restricted by law.

SWEEPSTAKES PERIOD: The Sweepstakes begins at 12:00 a.m. Eastern Time ("ET") on June 1, 2010 and ends at 11:59 p.m. ET on June 30, 2010.

HOW TO ENTER: Visit website nickshop.com (the "Sweepstakes Site")and complete a Sweepstakes registration form. Completed entry form ("Entry") must be submitted in accordance with the online directions during the Sweepstakes Period. Incomplete forms will be disqualified. Use of a profane username or the submission of false or misleading personal information by Participant (as defined in Paragraph 3 below) will be grounds for disqualification. Entries limited to one (1) entry per new subscription per person and/or email address.

Opt out: The parent or legal guardian ("Parent") of any entrant who is under the age of thirteen (13) will be sent an initial e-mail notification advising Parent that his/her child has registered at www.nickshop.com for entry into the Sweepstakes, and will be provided with the option to withdraw the entry. If the Parent does not withdraw the child’s entry, the entry will be submitted for consideration.

ELIGIBILITY: To enter the Sweepstakes you must be a legal resident of one of the fifty (50) United States or the District of Columbia ("Participant"). If you are considered a minor in the state in which you reside you must have your Parent’s permission prior to participation. MTV Networks ("Sponsor"), The National Sweepstakes Company ("Administrator"), all prize providers associated with the Sweepstakes, and all of their respective affiliated entities, parent, and subsidiary companies, licensors, distributors, divisions and their advertising, production and promotion agencies (collectively, "Sweepstakes Entities"), and each of their respective officers, directors, licensors, employees, representatives and agents, and members of their immediate families (parents, step parents, children, step children, siblings, step siblings, spouses, regardless of where they reside) and members of their households (whether related or not) and those winners who have won a grand prize in any Sponsor-related sweepstakes/promotion in the twelve (12) months prior to the start of the Sweepstakes Period are ineligible to participate in this Sweepstakes. Eligibility will be determined by Sponsor and/or Administrator in its/their sole discretion.

DRAWING AND NOTIFICATION: Administrator will conduct a random drawing (each, a "Potential Winner") by July 2, 2010. Potential Winner will be notified via email by July 16, 2010 and will have three (3) business days to respond. Odds of winning a prize depend on the total number of eligible Entries received during each day of the Sweepstakes Period. If a Potential Winner cannot be contacted and/or does not respond within such period of time, such Potential Winner and Entry will be disqualified and another Potential Winner will be selected from the remaining eligible Entries received.

PRIZING: Grand Prize (1): The Grand Prize Winner will receive a Nick Jr. and Nickelodeon Prize Pack consisting of the following:

GENERAL PRIZE CONDITIONS/RESTRICTIONS: Sweepstakes Entities are not responsible for any mechanical difficulties or failure connected with the Grand Prize, or any act or omission whatsoever. No transfer, substitution, or cash equivalent for the Grand Prize is allowed except at Sponsor’s sole discretion. Sponsor reserves the right in its sole and absolute discretion, to substitute Grand Prize or components of Grand Prize with a prize of equal or greater value if a prize component cannot be awarded as described for any reason. Any difference between the ARV and the actual value, if any, of the Grand Prize will not be awarded.

In the event that a Potential Winner chooses not to accept his/her prize, or is unable to be notified, an alternate Potential Winner will be randomly selected from all of the remaining eligible Entries. Lost or stolen tickets, travel vouchers or certificates or similar items once they are in Grand Prize Winner’s possession, will not be replaced.

SWEEPSTAKES CONDITIONS: By submitting an Entry, each Participant (whether declared an Official Winner or not) agrees (and agrees to affirm such in writing) to (i) abide by and be bound by these Official Rules and the decisions of the Sponsor on all matters relating to this Sweepstakes which decisions are final and binding in all respects, (ii) waive any right to claim ambiguity in the Sweepstakes or these Official Rules, (iii) forever and irrevocably release, discharge, indemnify and hold harmless the Sweepstakes Entities, and each of their respective officers, directors, licensors, employees, representatives and agents (the "Released Parties") from any liability, claims, demands, and cause of action from personal injury, loss or damage, including death, or property damage, theft, or loss suffered or resulting in whole or in part, directly or indirectly, from participation in this Sweepstakes or the use, misuse or acceptance or possession of the Grand Prize or any portion thereof, or participation in any Sweepstakes-related activity; (iv) grant Sponsor (where permitted by law) the right to use their name, address (city and state only), and biographical information on a worldwide basis, in all forms of media, in perpetuity and for advertising or promotional purposes without review or further compensation and, (v) warrant and represent that the use of the materials submitted in this Sweepstakes will not violate the rights of any third parties. Entries must be in keeping with Sponsor’s positive image, as determined by Sponsor and Administrator in their sole discretion. Any materials containing obscenity, crude language, or descriptions of a violent or sexual nature (as defined solely by Sponsor or Administrator) will not be accepted and the associated Entry will be disqualified. All federal, state or other tax liabilities (including income taxes) arising from the Grand Prize contained in this Sweepstakes will be solely the responsibility of the Grand Prize Winner. Receipt of any of the prize components of this Sweepstakes is conditioned upon compliance with any and all applicable federal, state and local laws, rules, and regulations. Noncompliance with any of the above will result in disqualification.

If for any reason the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of the Sweepstake Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Sweepstakes. In the event that the operation, security, or administration of the Sweepstakes is impaired in any way for any reason, including, but not limited to fraud, virus, or other technical problem, the Sponsor may, in its sole discretion, either: (a) suspend the Sweepstakes to address the impairment and then resume the Sweepstakes in a manner that best conforms to the spirit of these Official Rules; or (b) cancel the Sweepstakes and award the Grand Prize from among the eligible entries received up to the time of the impairment.

Entries generated by a script, computer programs, macro, programmed, robotic or other automated means will be disqualified. Entries that are incomplete, illegible, corrupted, false, lost, late or misdirected, deceptive or otherwise not in compliance with the Official Rules may be disqualified from the Sweepstakes at Sponsor's sole and absolute discretion.

QUALIFICATION OF WINNER: Before a Potential Winner will be deemed an Official Winner, he/she will be required to execute and return an Affidavit of Eligibility, a Liability Release/Publicity Release (except where prohibited) (the "Affidavit/Release") and any other legal documents that Sponsor may require, including, but not limited to, a W-9 tax form, within three (3) business days from the date of Sponsor sending such documents to the Potential Winner or be subject to disqualification. The Potential Winner must be able to provide proof that the Potential Winner is eligible to be deemed an Official Winner to Sponsor and/or Administrator's satisfaction. If the documents are not returned within that time, or Potential Winner or Official Winner is found to be ineligible, or does not comply with the Official Rules, then he/she will be disqualified and an alternate Potential Winner may be selected. A prize notification being returned as undeliverable will result in disqualification of such Entry.

LIMITATIONS OF LIABILITY: Released Parties are not responsible for any claims, damages, lawsuits, causes of action, proceedings, or liability due to any injuries, theft, damages, expenses, costs, or losses to any person (including death) or property of any kind resulting from, arising from, or in connection with, in whole or in part, directly or indirectly, from i) any typographical or other error in the printing of the Official Rules, offering or announcement of any prize, ii) lost, late, stolen, misdirected, damaged, incomplete or garbled Entries, iii) any error in the collection or retention of entry information, including, but not limited to, incorrect or inaccurate transcription, receipt or transmission of any part of the Entry due to human error, iv) any wrongful, negligent, or unauthorized act or omission on the part of any of the Sweepstakes Entities, or any of their agents or employees, v) the Sweepstakes and any elements thereof, and the participation or inability to participate in any Sweepstakes-related activity or participation in this Sweepstakes, including, but not limited to, any damage to Participant’s (or any third person’s) telephone system and/or its contents related to or resulting from any part of the Sweepstakes, vi) any malfunction of the telephone system, whether technical or due to human error in nature, lost/delayed data transmission, omissions, interruptions, deletion, defect, line failures, postponement, cancellation, or modification of the Sweepstakes, including, but not limited to, interruption or inability to access the Sweepstakes due to hardware or software compatibility problems of any telephone network (TSP), computer online systems (ISP), servers or providers, computer equipment, software, failure on account of technical problems or traffic congestion on the internet or at any website or any combination thereof, including injury or damage to participants or to any other person’s telephone system related to or resulting from participating, vii) acceptance, receipt, possession, attendance at, travel related to, defects in, misuse, inability to use, or use of any Prize element contained in the Grand Prize including, but not limited to, lost, stolen, damaged, delayed, or misdirected or destroyed Grand Prize (or any element thereof), or viii) any change in the prizing (or any components thereof) due to unavailability, any of which is due to reasons beyond Sweepstakes Entities’ control, including, but not limited to, 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 such action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure including but not limited to overloading of the Sweepstakes Site due to excessive use, threatened or actual terrorist acts, air raid(s), blackout(s), act(s) of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic(s), 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 any of the Sweepstakes Entities’ sole and reasonable control, or as otherwise permitted in these Official Rules.

Grand Prize Winner hereby acknowledges that the Sweepstakes Entities have neither made nor are in any manner responsible or liable for any express or implied warranty, representation or guarantee, express or implied, in fact or in law, relative to the prize or any component thereof. Grand Prize Winner assumes all liability for any injury or damage caused, or claimed to be caused, by participating in this Sweepstakes or use or redemption of the Grand Prize. In the event a Potential Winner or Official Winner is disqualified for any reason under the provisions of these Official Rules, such Potential Winner or Official Winner and all rights to any prize will be forfeited in its entirety and a random drawing will be conducted in order to select an alternate Potential Winner, if time permits.

WITHOUT LIMITING THE FOREGOING, THE SWEEPSTAKES, THE GRAND PRIZE, AND ALL MATERIALS PROVIDED ON OR THROUGH THE SWEEPSTAKES SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

Sponsor reserves the right in its sole discretion to disqualify any individual that Sponsor or Administrator find to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to undermine the legitimate operation of the Sweepstakes 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.

GOVERNING LAW/JURISDICTION. The Sweepstakes and these Official Rules are governed by and shall be construed in accordance with the substantive laws of the State of New York (as distinguished from the choice of law rules) applicable to contracts made and performed entirely in New York and where the relevant contacts are with such state. The New York courts (state and federal) shall have sole jurisdiction of any controversies regarding the Sweepstakes. Each Participant waives any and all objections to jurisdiction and venue in these courts and hereby submits to the jurisdiction of those courts. Except where prohibited, as a condition of participating in this Sweepstakes, each Participant agrees that any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes, the Grand Prize awarded, or the determination of the Official Winner shall be resolved individually, without resort to any form of class action. Participant further agrees that in any cause of action, the Sweepstakes Entities’ entire liability will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Sweepstakes Entities be liable for attorneys' fees and/or experts' fees and costs. Participant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages and Participant further waives all rights to have damages multiplied or increased.

USE OF INFORMATION: By entering the Sweepstakes you agree that your Entry and any other personally identifiable information collected or used in connection with the Sweepstakes may be used by Sponsor in accordance with its Privacy Policy, as posted on www.nickshop.com.

RULES/WINNERS LIST: To receive the name of the Grand Prize Winner or an additional copy of these Official Rules, send a self-addressed, stamped envelope to: "Nick Shop Grand Opening Sweepstakes" c/o The National Sweepstakes Company, 693 East Avenue, Rochester, NY 14607. Please specify "Rules" or "Winner Info". All requests must be received by August 29, 2010. Vermont residents may omit return postage if requesting a set of Official Rules. You may also view the Official Rules by visiting www.nickshop.com during the Sweepstakes Period.

SPONSOR/PROMOTER(S): MTV Networks, 1515 Broadway, New York, NY 10036.

SWEEPSTAKES ADMINISTRATOR: The National Sweepstakes Company, 693 East Avenue, Rochester, NY 14607