NO PURCHASE OR FEE NECESSARY TO ENTER OR WIN. VOID WHERE
PROHIBITED.

General Description. Showdown (the "Contest") invites eligible artists to enter their works
that they have listed for sale via Saatchi Online for other Saatchi Online members, a second round jury and a final round judge (jury and judge selected by Saatchi Online) to vote on. The final winner will receive US$1000 and the runner up will receive US$500. The winning works will go on to display at the Saatchi Gallery in London or other venues, as determined by Saatchi Online in its sole discretion.

1. Sponsor. The Contest is sponsored by Saatchi Online (“Saatchi Online” or “Sponsor”), a Delaware C Corporation located in Los Angeles, California, USA.

2. Eligibility. The Contest is open to anyone 18 years of age or older (or the age of majority in
your country of residence, if outside the United States) on the date of entry. All legal residents
from any country are eligible to participate except for persons from Cuba, Iran, North Korea,
Sudan, Myanmar/Burma, Syria, Zimbabwe or any other U.S. sanctioned country. Employees,
directors and agents of Sponsor, and any persons connected with the judging or administration
of the Contest, and their immediate family members (spouse, parents, children, siblings,
grandparents or grandchildren) or anyone living in the same household as any such persons
(whether or not related), are not eligible to participate. This Contest is void where prohibited or
restricted.

3. Entry Period. The entry period for the Contest begins December 12, 2011 12:00 P.M.
Pacific Time and ends Thursday, January 5, 2012 at 11:59 A.M. Pacific Time (the “Contest Period”).

4. How To Enter. You must be registered on the Sponsor's website at www.saatchionline.com
("Website") to enter. The Contest Entry must be received by Sponsor no later than the end of the
Contest Period. Instructions on how to submit your art work (the "Work") to the Contest and the genre of Works that are eligible to be entered into the Contest will be available on the Website. Your Work must be submitted in the manner indicated on the Website no later than Thursday, January 5, 2012 11:59 P.M. Pacific Time, to be validly entered into the Contest. Your Work must be in the genre indicated on the Website, as determined by Sponsor, in its sole discretion, to be validly entered into the Contest.
You may submit only one Work to the Contest, and you can be disqualified if you submit more than one Work to the Contest using a different account, but each Work must be submitted directly from the Contest submission site. Your Work must be a work of art listed for sale on the
Website (which requires approval of a valid identification) during the Contest Period. Your Work must not have been submitted to any previous contest or promotion offered by Sponsor.

5. Ownership and Use of Entry. All intellectual property and industrial property rights in
your Work will remain with you. By submitting your Entry you grant Sponsor permission to
use, copy, modify, display and make available to the public the image of your Work for any
purpose, such as, but not limited to, display on the Website, public relations, advertising and
marketing, throughout the world in any media now known or hereafter created, without further
compensation to you.

6. Selection of Winners. From Thursday, January 5, 2012 12:00 P.M. Pacific Time to Tuesday, January 17, 2012 11:59 A.M. Pacific Time, Preliminary Round Voting will be open to the general public with a Saatchi Online account, where selections will be chosen from a series of match-ups. The top 300 entries, as determined by the public voting, will go on to the Second Voting Round where 30 finalists will be selected by a Jury. The Second Voting Round will occur from Tuesday, January 17, 2012 12:00 P.M. Pacific Time to Tuesday, January 24, 2012 at 11:59 A.M. . Pacific Time. The Jury participating in the Second Voting Round will be selected by Saatchi Online, in its sole discretion. The Final Voting Round will take place Tuesday, January 24, 2012 at 12:00 P.M. Pacific Time to Tuesday, January 31st, 2012 at 11:59 A.M. Pacific Time and will be conducted by a judge selected by Saatchi Online, in its sole discretion. The Finalist(s) who receive the most votes by the end of the Final Voting Round will be the winner(s). The winner(s) will be announced at the conclusion of the Final Voting Round. All rounds are automated and will end at the approximate times listed above. In the event there are not enough eligible entries for the number of prizes to be awarded, not all prizes will be awarded. If any winner is deemed to be ineligible or unable for any reason to accept a prize, then Sponsor reserves the right to award the prize to another entrant.

7. Artwork Specifications. Work must be presented in a professional manner and in the genre specified by Sponsor on the Website, as determined by Sponsor, in its sole discretion. Works must be available for sale through the Website during the Contest Period.

8. Prize. The winner will receive US$1000. The runner-up will receive US$500. The winning two Works will go on to display at the Saatchi Gallery in London and possible other venues, as determined by Sponsor in its sole discretion. Sponsor will deliver the prize to winner at Sponsor's expense. The winner is responsible for all taxes, as well as any incidental costs or expenses associated with claiming or using the prize. There is no cash alternative and the prize must be accepted as offered. Sponsor reserves the right to substitute a prize of equivalent value should the specified prize become unavailable for any reason. Prize is not transferable.

9. General Prize Conditions. By entering the Contest, you understand and agree that if your Work is selected as a winner or runner-up winner, you will make your Work available for sale exclusively via the Saatchi Online Website for a period of one (1) year from the end of the Contest Period, at the price specified for the Work at the time you entered the Contest. If you, as the winner or runner-up winner, choose to sell prints of the applicable Work, you agree to do so exclusively via the Saatchi Online Website for a period of (1) year from the end of the Contest Period. Return of any prize or prize notification as undeliverable may result in disqualification and selection of an alternate winner. Any potential winner who cannot be contacted within fifteen (15) days of attempted first notification will forfeit his or her prize. Potential prize winners may be required to sign, notarize, and return an Affidavit or Declaration of Eligibility, a Liability & Publicity Release, an I.R.S. Form W-9, and provide any additional information that may be required by Sponsor. You agree to promptly sign and return any publicity release or other documentation reasonably required by Sponsor. Failure to comply with any specified time period may result in disqualification and selection of an alternate winner.

10. Binding Agreement. By entering the Contest, you agree to be legally bound by these
Official Rules, the Terms of Service of the Website and the Privacy Policy of the Website, all of
which are incorporated into these Official Rules by this reference. Should there be any conflict
between the terms of the Official Rules printed here and the Terms of Service or Privacy Policy,
these Official Rules will govern. Failure to comply with these Official Rules may result in
disqualification from the Contest. The decisions of the judges and the Sponsor are final and
binding in all respects. These Official Rules are governed by the laws of the State of California,
USA, without giving effect to any choice of law or conflict of law rules.

11. Publicity. You agree to the use of your name, photograph, likeness, voice and video image
and to otherwise participate in any media interviews, public relations, advertising, marketing or
promotional activity regarding the Website, the Contest, any prize you may win or the Sponsor’s
business, throughout the world in any media now known or hereafter created, without further
compensation to you.

12. Privacy. You agree that Sponsor or any persons or entities authorized by Sponsor may
collect the personal information required by the Contest Entry or otherwise during the course of
the Contest, and that if we cannot collect the required data, you may not be eligible to participate
in the Contest. Any personal information collected will only be used for administering this
Contest and for other purposes as outlined in these Official Rules, and will be subject to the uses
and practices described in the Sponsor’s Privacy Policy (http://www.saatchionline.com/privacy).

13. Original Works. You certify that your Entry is your original work, you are the sole and
exclusive owner of all rights to the Entry and that you have the unrestricted right to submit
the Entry to the Contest. You represent that the Entry does not: (1) infringe any third-party
proprietary, intellectual property, industrial property, personal or other rights, including without
limitation, copyright, trademark, patent, trade secret, right of publicity or right of privacy, or
any confidentiality obligation; or (2) otherwise violate applicable law in any countries in the
world. Any intellectual property infringement, misuse or plagiarism of another person’s work
will result in disqualification. You agree that Sponsor may make public statements regarding any
disqualification.

14. Conduct of Participants. Sponsor reserves the right in its sole discretion to disqualify
any Entrant it finds to be: (1) tampering or attempting to tamper with the entry process or the
operation of the Contest; (2) violating the Official Rules; (3) violating the Saatchi Online Terms
of Service; or (4) acting in an unsportsmanlike or disruptive manner, or with the intent to annoy,
abuse, threaten or harass any other person. Any false or misleading information provided by any
Entrant may result in disqualification.

15. Contest Administration. Sponsor is not responsible for any typographical or other error
in the printing of the Contest offer, Official Rules, or administration of the Contest. Sponsor
accepts no responsibility for any Entries that are lost, delayed, damaged, stolen, misdirected,
or mislaid. Sponsor is not responsible for electronic transmission errors resulting in omission,
interruption, deletion, or delay in operations or transmission, or for technical, network, telephone
equipment, electronic, computer, hardware or software malfunctions or limitations of any kind.
If for any reason the Contest is not capable of running as planned, including computer virus,
tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt
or affect the administration, security, fairness, integrity, or proper conduct of this Contest,
Sponsor reserves the right at its sole and absolute discretion to cancel, terminate, modify or
suspend the Contest.

16. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, YOU AGREE TO HOLD HARMLESS THE SPONSOR, ITS PRIZE SUPPLIERS,
AND ALL JUDGES AND PARTIES PARTICIPATING IN THE ADMINISTRATION OF
THIS CONTEST, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS FOR ANY INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED
TO YOU OR ANY OTHER PERSON OR PROPERTY BY YOUR PARTICIPATION IN
THE CONTEST OR ACCEPTANCE OR USE OF ANY PRIZE WON. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ANY CLAIMS, JUDGMENTS AND AWARDS SHALL
BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED, AND UNDER NO
CIRCUMSTANCES WILL ANY ENTRANT BE ENTITLED TO OBTAIN AWARDS
FOR, AND ENTRANT HEREBY WAIVES ALL RIGHTS TO CLAIM OR RECEIVE,
ANY PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES OR ANY OTHER
DAMAGES OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND ANY
RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
MAY NOT APPLY TO YOU.

17. Winner List: The names of the two winners will be posted on the Saatchi Online Website
after the final selection of the winners. A list of winners or a copy of these Official Rules may
be requested by writing to Sponsor at 508 Bernard Street, Los Angeles, CA 90012

SAATCHI ONLINE SHOWDOWN
Welcome to Showdown, an online competition where Saatchi Online artists can showcase their
work in a genre specified by Saatchi Online, go head-to-head with other artists on the site and compete for prizes. There are three rounds in the Saatchi Online Showdown. The first round is voted on by the public, anyone with a Saatchi Online account can vote. The second round is juried and the third is conducted by a single final round judge. This process will result in a winner and one runner-up, each of whom will receive a cash prize, $1,000 US + $500 US respectively, as well as the chance to display their art at the Saatchi Gallery in London and other possible venues in major art markets, as determined by Saatchi Online, in its sole discretion.

The Rules
All registered Saatchi Online artists are eligible to enter appropriate work in a genre determined by Saatchi Online which includes the fact that the submission be listed for sale, which requires approval of valid identification prior to the end of the Contest Period via Saatchi Online. Your submitted work must not have been submitted to any previous contest or promotion offered by Sponsor. The winner will receive US$1000 and the runner up will receive a US$500 cash prize. The winning work and runner up will go on to display at the Saatchi Gallery in London and other possible venues in major art markets, as determined by Saatchi Online, in its sole discretion. By entering SHOWDOWN, you agree that if you are one of the Prize winners to make your submitted work available to Sponsor for sale as described herein for a period of one (1) year from the end of the SHOWDOWN.

To vote, you must sign up for Saatchi Online. You can sign up as a new member through Saatchi
Online or connect through your Facebook account at http://www.saatchionline.com/sign-in.

How It Works
To submit your artwork in SHOWDOWN, you need to be a registered Saatchi Online artist. If
you are not registered yet, please go to http://www.saatchionline.com/sign-in.

Artists are able to submit one of their works from the Showdown page that they currently have listed
for sale via Saatchi Online in the genre specified by Saatchi Online, during the submission period only. To enter into SHOWDOWN, go to http://www.saatchionline/showdown and follow the instructions for entering your work.

Preliminary Voting Round
All entries will be displayed two at a time. Initially, visitors (who are registered on Saatchi
Online) can come and vote by clicking on the submission they like most. Your artwork will
go up against multiple entries and will be given an equal number of chances to be voted on
during the course of the preliminary rounds. As the preliminary rounds progress and entries are
whittled down to the highest ranked, Saatchi Online will announce the top 300. At this point,
the Showdown competition moves into second round juried voting, where chosen jurors will determine the 30 artists who will move on to the final voting round. The final round is judged by a special judge selected by Saatchi Online, in its sole discretion.


Second Voting Round
The Top 300 will compete in a juried Voting Round where jurors will choose 30 artists to continue to the next round.

Final Voting Round
After the 30 finalists are selected by the Jury, the winners are chosen by a judge selected by
Saatchi Online, in its sole discretion. Winners will be announced at the conclusion of voting.

Voting
Any visitor to the site can rate and vote for artworks in SHOWDOWN once they register on
Saatchi Online. To vote, go to http://www.saatchionline.com/showdown.

The artworks are displayed randomly and constantly rotate. Each time an artwork is voted on a
new artwork is automatically displayed.

NO PURCHASE OR FEE NECESSARY TO ENTER OR WIN. VOID WHERE
PROHIBITED.

General Description. Showdown (the "Contest") invites eligible artists to enter their works
that they have listed for sale via Saatchi Online for other Saatchi Online members, a second round jury and a final round judge (jury and judge selected by Saatchi Online) to vote on. The final winner will receive US$1000 and the runner up will receive US$500. The winning works will go on to display at the Saatchi Gallery in London or other venues, as determined by Saatchi Online in its sole discretion.

1. Sponsor. The Contest is sponsored by Saatchi Online (“Saatchi Online” or “Sponsor”), a Delaware C Corporation located in Los Angeles, California, USA.

2. Eligibility. The Contest is open to anyone 18 years of age or older (or the age of majority in
your country of residence, if outside the United States) on the date of entry. All legal residents
from any country are eligible to participate except for persons from Cuba, Iran, North Korea,
Sudan, Myanmar/Burma, Syria, Zimbabwe or any other U.S. sanctioned country. Employees,
directors and agents of Sponsor, and any persons connected with the judging or administration
of the Contest, and their immediate family members (spouse, parents, children, siblings,
grandparents or grandchildren) or anyone living in the same household as any such persons
(whether or not related), are not eligible to participate. This Contest is void where prohibited or
restricted.

3. Entry Period. The entry period for the Contest begins December 12, 2011 12:00 P.M.
Pacific Time and ends Thursday, January 5, 2012 at 11:59 A.M. Pacific Time (the “Contest Period”).

4. How To Enter. You must be registered on the Sponsor's website at www.saatchionline.com
("Website") to enter. The Contest Entry must be received by Sponsor no later than the end of the
Contest Period. Instructions on how to submit your art work (the "Work") to the Contest and the genre of Works that are eligible to be entered into the Contest will be available on the Website. Your Work must be submitted in the manner indicated on the Website no later than Thursday, January 5, 2012 11:59 P.M. Pacific Time, to be validly entered into the Contest. Your Work must be in the genre indicated on the Website, as determined by Sponsor, in its sole discretion, to be validly entered into the Contest.
You may submit only one Work to the Contest, and you can be disqualified if you submit more than one Work to the Contest using a different account, but each Work must be submitted directly from the Contest submission site. Your Work must be a work of art listed for sale on the
Website (which requires approval of a valid identification) during the Contest Period. Your Work must not have been submitted to any previous contest or promotion offered by Sponsor.

5. Ownership and Use of Entry. All intellectual property and industrial property rights in
your Work will remain with you. By submitting your Entry you grant Sponsor permission to
use, copy, modify, display and make available to the public the image of your Work for any
purpose, such as, but not limited to, display on the Website, public relations, advertising and
marketing, throughout the world in any media now known or hereafter created, without further
compensation to you.

6. Selection of Winners. From Thursday, January 5, 2012 12:00 P.M. Pacific Time to Tuesday, January 17, 2012 11:59 A.M. Pacific Time, Preliminary Round Voting will be open to the general public with a Saatchi Online account, where selections will be chosen from a series of match-ups. The top 300 entries, as determined by the public voting, will go on to the Second Voting Round where 30 finalists will be selected by a Jury. The Second Voting Round will occur from Tuesday, January 17, 2012 12:00 P.M. Pacific Time to Tuesday, January 24, 2012 at 11:59 A.M. . Pacific Time. The Jury participating in the Second Voting Round will be selected by Saatchi Online, in its sole discretion. The Final Voting Round will take place Tuesday, January 24, 2012 at 12:00 P.M. Pacific Time to Tuesday, January 31st, 2012 at 11:59 A.M. Pacific Time and will be conducted by a judge selected by Saatchi Online, in its sole discretion. The Finalist(s) who receive the most votes by the end of the Final Voting Round will be the winner(s). The winner(s) will be announced at the conclusion of the Final Voting Round. All rounds are automated and will end at the approximate times listed above. In the event there are not enough eligible entries for the number of prizes to be awarded, not all prizes will be awarded. If any winner is deemed to be ineligible or unable for any reason to accept a prize, then Sponsor reserves the right to award the prize to another entrant.

7. Artwork Specifications. Work must be presented in a professional manner and in the genre specified by Sponsor on the Website, as determined by Sponsor, in its sole discretion. Works must be available for sale through the Website during the Contest Period.

8. Prize. The winner will receive US$1000. The runner-up will receive US$500. The winning two Works will go on to display at the Saatchi Gallery in London and possible other venues, as determined by Sponsor in its sole discretion. Sponsor will deliver the prize to winner at Sponsor's expense. The winner is responsible for all taxes, as well as any incidental costs or expenses associated with claiming or using the prize. There is no cash alternative and the prize must be accepted as offered. Sponsor reserves the right to substitute a prize of equivalent value should the specified prize become unavailable for any reason. Prize is not transferable.

9. General Prize Conditions. By entering the Contest, you understand and agree that if your Work is selected as a winner or runner-up winner, you will make your Work available for sale exclusively via the Saatchi Online Website for a period of one (1) year from the end of the Contest Period, at the price specified for the Work at the time you entered the Contest. If you, as the winner or runner-up winner, choose to sell prints of the applicable Work, you agree to do so exclusively via the Saatchi Online Website for a period of (1) year from the end of the Contest Period. Return of any prize or prize notification as undeliverable may result in disqualification and selection of an alternate winner. Any potential winner who cannot be contacted within fifteen (15) days of attempted first notification will forfeit his or her prize. Potential prize winners may be required to sign, notarize, and return an Affidavit or Declaration of Eligibility, a Liability & Publicity Release, an I.R.S. Form W-9, and provide any additional information that may be required by Sponsor. You agree to promptly sign and return any publicity release or other documentation reasonably required by Sponsor. Failure to comply with any specified time period may result in disqualification and selection of an alternate winner.

10. Binding Agreement. By entering the Contest, you agree to be legally bound by these
Official Rules, the Terms of Service of the Website and the Privacy Policy of the Website, all of
which are incorporated into these Official Rules by this reference. Should there be any conflict
between the terms of the Official Rules printed here and the Terms of Service or Privacy Policy,
these Official Rules will govern. Failure to comply with these Official Rules may result in
disqualification from the Contest. The decisions of the judges and the Sponsor are final and
binding in all respects. These Official Rules are governed by the laws of the State of California,
USA, without giving effect to any choice of law or conflict of law rules.

11. Publicity. You agree to the use of your name, photograph, likeness, voice and video image
and to otherwise participate in any media interviews, public relations, advertising, marketing or
promotional activity regarding the Website, the Contest, any prize you may win or the Sponsor’s
business, throughout the world in any media now known or hereafter created, without further
compensation to you.

12. Privacy. You agree that Sponsor or any persons or entities authorized by Sponsor may
collect the personal information required by the Contest Entry or otherwise during the course of
the Contest, and that if we cannot collect the required data, you may not be eligible to participate
in the Contest. Any personal information collected will only be used for administering this
Contest and for other purposes as outlined in these Official Rules, and will be subject to the uses
and practices described in the Sponsor’s Privacy Policy (http://www.saatchionline.com/privacy).

13. Original Works. You certify that your Entry is your original work, you are the sole and
exclusive owner of all rights to the Entry and that you have the unrestricted right to submit
the Entry to the Contest. You represent that the Entry does not: (1) infringe any third-party
proprietary, intellectual property, industrial property, personal or other rights, including without
limitation, copyright, trademark, patent, trade secret, right of publicity or right of privacy, or
any confidentiality obligation; or (2) otherwise violate applicable law in any countries in the
world. Any intellectual property infringement, misuse or plagiarism of another person’s work
will result in disqualification. You agree that Sponsor may make public statements regarding any
disqualification.

14. Conduct of Participants. Sponsor reserves the right in its sole discretion to disqualify
any Entrant it finds to be: (1) tampering or attempting to tamper with the entry process or the
operation of the Contest; (2) violating the Official Rules; (3) violating the Saatchi Online Terms
of Service; or (4) acting in an unsportsmanlike or disruptive manner, or with the intent to annoy,
abuse, threaten or harass any other person. Any false or misleading information provided by any
Entrant may result in disqualification.

15. Contest Administration. Sponsor is not responsible for any typographical or other error
in the printing of the Contest offer, Official Rules, or administration of the Contest. Sponsor
accepts no responsibility for any Entries that are lost, delayed, damaged, stolen, misdirected,
or mislaid. Sponsor is not responsible for electronic transmission errors resulting in omission,
interruption, deletion, or delay in operations or transmission, or for technical, network, telephone
equipment, electronic, computer, hardware or software malfunctions or limitations of any kind.
If for any reason the Contest is not capable of running as planned, including computer virus,
tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt
or affect the administration, security, fairness, integrity, or proper conduct of this Contest,
Sponsor reserves the right at its sole and absolute discretion to cancel, terminate, modify or
suspend the Contest.

16. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, YOU AGREE TO HOLD HARMLESS THE SPONSOR, ITS PRIZE SUPPLIERS,
AND ALL JUDGES AND PARTIES PARTICIPATING IN THE ADMINISTRATION OF
THIS CONTEST, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS FOR ANY INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED
TO YOU OR ANY OTHER PERSON OR PROPERTY BY YOUR PARTICIPATION IN
THE CONTEST OR ACCEPTANCE OR USE OF ANY PRIZE WON. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ANY CLAIMS, JUDGMENTS AND AWARDS SHALL
BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED, AND UNDER NO
CIRCUMSTANCES WILL ANY ENTRANT BE ENTITLED TO OBTAIN AWARDS
FOR, AND ENTRANT HEREBY WAIVES ALL RIGHTS TO CLAIM OR RECEIVE,
ANY PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES OR ANY OTHER
DAMAGES OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND ANY
RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
MAY NOT APPLY TO YOU.

17. Winner List: The names of the two winners will be posted on the Saatchi Online Website
after the final selection of the winners. A list of winners or a copy of these Official Rules may
be requested by writing to Sponsor at 508 Bernard Street, Los Angeles, CA 90012