CONTEST BEGINS JULY 16, 2007 AT 12:01 AM EASTERN STANDARD TIME AND ENDS SEPTEMBER 28, 2007 AT 11:59 PM EASTERN STANDARD TIME ("CONTEST PERIOD"). OPEN TO LEGAL RESIDENTS OF THE 48 CONTIGUOUS UNITED STATES AND THE DISTRICT OF COLUMBIA WHO ARE 13 TO 25 YEARS OF AGE. ENTRANTS UNDER THE AGE OF THE MAJORITY IN THEIR STATE SHOULD GET PERMISSION FROM THEIR PARENTS OR GUARDIANS TO ENTER THE CONTEST. VOID IN ALASKA, HAWAII, PUERTO RICO, GUAM, THE U.S. VIRGIN ISLANDS, AND WHERE PROHIBITED OR RESTRICTED BY LAW. OTHER ENTRY RESTRICTIONS APPLY, SO PLEASE READ THESE OFFICIAL RULES CAREFULLY AND HAVE YOUR PARENT OR GUARDIAN (IF APPLICABLE) EXPLAIN THEM TO YOU.

Sponsor: Clinique Services, LLC ("Sponsor") is the sponsor of the Contest and provider of the Contest prizes. Alloy Media, LLC dba Alloy Media + Marketing ("Alloy") is the administrator and is responsible for the collection, submission or processing of entries and the overall administration of the Contest. Entrants should look to Alloy at 151 West 26th Street, New York, NY 10001 Attention: Clinique Acne Mission: Clear Skin Beauty Boot Camp Contest ("Contest Address") with any questions, comments or problems related to the Contest.

1. Pre-Qualification and Entry:

a. Pre-Qualification and Registration: Potential entrants will be directed by email transmissions or online media to visit the Contest website at www.alloy.com/clinique("Contest Site") and register for the Contest during the Contest Survey Period commencing July 16, 2007 at 12:01 AM Eastern Standard Time and ending July 27, 2007 at 11:59 A.M. Eastern Standard Time. The Contest Survey Period is subject to extension in Sponsor's and Alloy's sole discretion to permit further potential entrants to partake in pre-qualification. The calendar clock maintained on Alloy's servers shall determine the start and end times for all activities of this Contest. Potential entrants must complete the official registration form located at the splash page on the Contest Site. Through on-screen instructions potential entrants will be asked to provide information, including first and last name, date of birth, complete mailing address, city, state and zip code, standard, telephone number, mobile telephone number and email address and be given the opportunity to answer a series of survey questions. All potential entrants will be required to answer all of the Contest survey questions including the two following questions: "Are you currently or have you taken any prescription acne medications within the past 12 months (such as Accutane® , Tetracycline, etc. )?",", and "How often do you tend to break out?". If a potential entrant answers the question about prescription acne medicine as "Yes", or if a potential entrant answers the question about acne severity is that he or she "never" breaks out, then such person will not be eligible to enter the Contest.

b. Number of Entries Limitation: The Contest will accommodate a maximum of 10,000 eligible potential entrants. Although the Contest Survey Period may not have ended, Sponsor and Alloy shall have the right to not consider the registrations of potential entrants submitted after the maximum number of eligible potential entrants has been achieved.

c. Eligibility to Receive the Contest Kit and Contest Entry: If a potential entrant answers the survey questions and answers either of the required questions set forth in 1(a) above as "No", then subject to the maximum registration limit and the available supply of Contest kits, the potential entrant will be sent a contest kit containing a sample application of Sponsor's Acne Solutions Clear Skin System, Contest information and other materials and will be invited to provide the necessary online entry material. Potential entrants will be requested to utilize Sponsor's Acne Solutions Clear Skin System and follow the accompanying usage instructions as a condition to enter the Contest. The instructions contained in the Contest kit will direct the potential entrant to the Contest site to enter the Contest. The Contest Entry Period commences July 16, 2007 at 12:01 AM Eastern Standard Time and ends August 31, 2007 at 11:59 A.M. Eastern Standard Time (except that all entrants will be permitted to submit their "after" photographs set forth in 1(d) up to eight (8) days following the end of the Contest Entry Period).

d. Entry Requirements: After registering for the Contest and utilizing Sponsor's Acne Solutions Clear Skin System as set forth in the Contest kit instructions, entrants will be required to submit -

(1) The Essay - An essay answering in 250 words or less the question "How Does Having Clearer Skin Make You Feel?"

VERY IMPORTANT!
The essay cannot contain any comparisons to any other products or say anything that suggests the physical results from using Clinique Acne Solutions Clear Skin System. The entry essay of anyone violating this rule will be disqualified from the Contest.

For example, DON'T write anything like: "The Clinique Acne Solutions Clear Skin System is so much better than Brand X" or "My skin cleared up in 2 days".

DO write something like: "Getting clearer skin gave me so much more confidence, I decided to try out for cheerleading - and I made the team!"

(2) The Photographs - A recent "before" photograph and an "after "photograph of your face from the shoulder up (no body shots) for the purpose of letting Contest Site visitors see what changes have happened to your face. The photographs must be of you and not be altered or enhanced in any way. The Contest judges have the right to review entry photos and determine whether the results depicted are clinically possible if Clinique Acne Solutions Clear Skin System has been used. If the judges determine in their sole discretion that the results are not clinically possible, then the Entrant shall be disqualified from the Contest. The "before" photograph may be submitted at the time of registration. No entrant may submit an "after" photograph until such entrant has utilized Sponsor's Acne Solutions Clear Skin System for at least seven (7) days.

Each entrant will also be required to accept the Testimonial Declaration as part of the registration process, the terms of which are also set forth after these Official Rules.

Entrants may register and enter the Contest only once. Additional entries will be void and disregarded. Potential entrants who have been declined entry into the Contest, will not be permitted to later enter the Contest. Lewd or offensive or inappropriate essays or photographs are not permitted and entrants submitting such materials will be disqualified. All entries, including photographs, become the property of Sponsor and will not be returned.

2. Entry Exclusions: The employees (and such employees' immediate family or household members) of Sponsor, Alloy or their respective parents, affiliates, subsidiaries, prize suppliers, printers, distributors, advertising and promotional agencies are not eligible to participate in the Contest.

3. Privacy: By entering the Contest, you agree to Alloy's use of your personal information as described in the Privacy Statement at ww.alloy.com. If you elect to receive additional communications from Clinique Online, whether by email or text message, you acknowledge and agree Clinique Online's use of your personal information shall be used according to Clinique Online's privacy policy at http://www.clinique.com/customerservice/cservice_privacy.tmpl . By participating in the Contest, all Contest potential entrants and entrants agree to receive emails or other communications from Sponsor and Alloy related to the administration and execution of the Contest, such as reminders, tips, etc.

4. Winner Selection:

First Voting Phase - All eligible entries received by the end of the Contest Entry Period (as described in 1.c. above) will be posted on the Contest Site on or about September 12, 2007 for a period of seven (7) days and Contest Site visitors will have the opportunity to vote for their favorite entries. Entrants are encouraged to promote their entry into the Contest by encouraging voter participation. The fifty (50) entries receiving the most votes will be submitted to the Contest Judges for review, judging and determination of the finalists. If there is a tie vote among the 50th entry and other eligible entries, all entries with the same number of votes as the 50th entry will be selected for review by the judges. . Entrants will be judged on their essays, which will be evaluated pursuant to the following criteria and percentage allocation of such criteria: adherence to the Contest theme (1/3), clarity of response (1/3), and originality (1/3). Except for initial eligibility review, entrants' photos will not be judged as part of the finalist consideration. Utilizing the judging criteria and the entry requirements, the judges will select twenty (20) finalists from the top fifty (50) entries to be entered into the Final Voting Phase.

Final Voting Phase - The finalists will be posted on the Contest Site for a five (5) day period commencing on or about September 24, 2007 to be voted on by Contest Site visitors. Each finalists first name, last name initial, "before" and "after" photograph and submitted essay will be displayed. . The finalist garnering the most votes will be eligible to be awarded the Grand Prize. The five (5) finalists garnering the next highest number of votes after the Grand Prize winner will be awarded the Runners-up prizes. If there is a tie in the number of votes, then the Grand Prize winner and/or Runners-up will be determined by the Contest judges utilizing the Contest judging criteria. The potential winner and five (5) potential runners-up will be initially notified by email following the close of the final voting phase. Sponsor and Alloy reserve the right, in their sole discretion, to make additional contact with a potential winners or potential runners-up by email and telephone. Each must accept the Prize within five (5) business days of notification. Any winner notification not responded to or returned as undeliverable may result in Prize forfeiture. The potential prize winners (or if potential prize winner is a not of the age of majority in the entrant's state of residence, then parent or guardian of such potential prize winner) will be required to sign and return an affidavit of eligibility and release of liability and a written testimonial declaration within five (5) business days of notification. In the event of non-compliance within this time period or if the Prize is returned, refused, or returned as undeliverable, then the prize will be forfeited, except that Sponsor and Alloy, in their sole discretion, may extend the time for potential prize winners to return an affidavit of eligibility and release of liability. No substitution or transfer of a prize is permitted except by Alloy and Sponsor at their sole discretion.

5. Prizes:

Grand Prize - The Contest winner will receive a cash prize of Five Thousand ($5,000.00) Dollars and a trip for the winner and a guest to New York City or Los Angeles (to be determined at the sole discretion of Sponsor) for the winner to participate in a makeover and a photo shoot with Emmy Rossum. Trip consists of round trip coach air transportation from a major airport with direct flights to New York City or Los Angeles nearest prize winner's place of residence, hotel accommodations (double occupancy) for two (2) nights, transportation to and from the New York or Los Angeles area airport and New York or Los Angeles locations. Winner will receive a hair, facial and style makeover arranged by Sponsor and have a photo shoot with Emmy Rossum. Neither Sponsor nor Alloy warrant or represent or guarantee that Emmy Rossum will actually conduct the photo shoot and reserve the right to assign a different photographer, regardless of stature, to conduct the photo shoot.If the prize winner's primary residence is within 100 miles of Rockefeller Center Plaza in Manhattan, NY or Beverly Hills, California, Sponsor reserves the right to substitute air transportation with a car service or other ground transportation to the New York or Los Angeles destinations. The Trip will occur between October 15, 2007 and November 8, 2007, and the exact date of the Trip will be determined at the sole discretion of the Sponsor with no date substitutions available. If the winner is not able to participate in the Trip on the determined dates, the Trip portion of the Grand Prize will be forfeited and no substitution or alternate prize offered. [The prize winner and companion must travel under the same itinerary. Reservations and airline tickets are non-refundable for cash or credit, non-transferable and non-changeable once issued. Any minor participating in the prize package must be accompanied by a parent or a legal guardian. If the winner is 19 years of age or older, the guest must be at least 19 years of age. . Additionally, the winner will be awarded an appointment to visit the offices of Teen Vogue during the Trip and meet with a Teen Vogue stylist and receive a Teen Vogue gift bag of promotional merchandise. No monetary value is assigned to the photo shoot, the magazine tour or the promotional gift bag.. All additional expenses associated with the Grand Prize including but not limited to federal, state and local sales or other taxes and surcharges, gratuities, incidentals, expenses and meals are the responsibility of the Grand Prize winner, unless otherwise set forth in the Official Rules. Nothing in these official rules or the promotion of the Contest is an offer of employment to anyone. The winner's appearance and modeling services shall be as an independent contractor and not as an employee of any party. TOTAL APPROXIMATE RETAIL VALUE ("ARV") OF THE GRAND PRIZE: $10,000, depending on winner's place of residence.

Five (5) Runners-up Prizes - Five (5) runners up will each receive an Apple MacBook® laptop computer. Specific model and product specification choice will be determined by Sponsor. TOTAL ARV OF THE RUNNERS-UP PRIZE CATEGORY: $5,000 OR $1,000 PER COMPUTER).

Apple, Inc. is not a sponsor or participant in this promotion and makes no endorsement, either express or implied, in connection with this promotion. MacBook® is a registered trademark of Apple, Inc. All rights reserved.

TOTAL ARV OF ALL PRIZES: $15,000

No refunds will be given for any unused portion of any prize. Sponsor reserves the right to substitute any prize, or portion of a prize, for another prize of equal or greater monetary value. The ARV of the prize represents Sponsor's good faith determination. That determination is final and binding and cannot be appealed. If the actual value of the prize turns out to be less than the stated ARV, the difference will not be awarded in cash.

6. General Conditions: The Contest is governed by the laws of the United States and the State of New York without giving effect to the conflict of laws rules thereof. In the event of a dispute, all actions shall be heard by the state or federal courts located in the State of New York without resort to any form of class action. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred including, without limitation, costs associated with entering this Contest, but in no event attorney's fees. Entrants hereby waive all rights to have damages multiplied or otherwise increased. All federal, state and local laws and regulations apply. The Contest is not to be used in connection with any form of gambling. Prize will only be awarded and/or delivered to addresses within the United States. Failure to comply with the Official Rules will result in forfeiture of the prize. If prize is forfeited, the runner-up garnering the highest number of votes will be awarded the Grand Prize. If a runner-up position is vacated as a result of a Grand Prize winner vacancy, the Contest judges or Sponsor shall choose a new runner-up from the remaining eligible entries utilizing the Contest judging criteria. No more than the advertised number of prizes will be awarded.

Except where prohibited by law and without limiting the terms of the Testimonial Declaration, the winner and the runners-up grant (and agree to confirm that grant in writing) permission for Alloy and Sponsor and their respective advertising and promotional agencies, and those acting under their authority to use such winner's and runners-up's name, photograph, voice and/or likeness, and entry essays (including the display, reproduction and distribution of the entry, and including photographs submitted in connection with the entry) and any testimonials made by the winner and runners-up), in the Contest and for advertising and/or promotional purposes related to or referencing the Contest and Sponsors' products in all media and formats now known or hereafter discovered, worldwide and on the world wide web, without notice, review, approval, or additional compensation beyond the Prizes awarded. Entrants further agree that Alloy, Sponsor, their parents, subsidiaries and affiliated companies, advertising and promotion agencies, prize suppliers, web hosting companies, printers, distributors, and the respective officers, directors, employees, representatives and agents of each and any other person or entity related in any way to this Contest (together the "Contest Entities") will have no liability whatsoever for, and shall be held harmless by entrants against, any and all liability for any injuries, loss or damage of any kind to persons, including death, or property damage resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any Prize, participation in this Contest, or while traveling to, preparing for or participating in any Prize-related activity. The Contest Entities expressly disclaim any responsibility or liability for injury or loss to any person or property in connection with the delivery and/or subsequent use of the Prize. Restrictions, conditions, and limitations apply.

7. Conduct: The Official Rules will be posted at the Contest Site throughout the Contest. Entrants further agree to be bound by the decisions of the judges, which are final and binding in all respects. Alloy reserves the right at its sole discretion to disqualify any entrant or potential entrant it finds, either directly or through another person or persons, to be tampering with the pre-qualification or entry processes or the operation of any of the Contest or any website; to be acting in violation of the Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any person. CAUTION: ANY DELIBERATE ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND ALLOY RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Limitations of Liability: Contest Entities are not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error, which may occur in the processing of submissions in the Contest. Contest Entities assume no responsibility for any misdirected or lost mail, or any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Contest Entities are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to entrants' or to any other person's computer related to or resulting from participating or downloading materials in the Contest. If, for any reason, the Contest is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor or Alloy which corrupt or affects the administration, security, fairness, integrity or proper conduct of the Contest, then Alloy reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest. In the event of a dispute concerning who registered online to participate in the Contest, the registration will be declared to have been made by the authorized account holder or the email address submitted at the time of registration. The authorized account holder is defined as the natural person who is assigned to an email address by an internet provider, online service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be requested to provide Alloy with proof that the potential winner is the authorized account holder of the email address. If a dispute cannot be resolved to Alloy's satisfaction, the entry will be deemed ineligible.

Accutane® is a registered trademark of Hoffmann-La Roche Inc.

(Please read carefully. Ask your parent or guardian to explain this if you don't understand it.)

I. I warrant and promise that:

(a) All of the statements that I make in my contest entry are true and that I made the statements without any prior payment or promise of payment, and that I made the statements solely to enter the Contest;

(b) I used Clinique Acne Solutions Clear Skin System in accordance with Clinique's directions;
(c) I did not add or delete anything from Clinique Acne Solutions Clear Skin System and I did not use it with any other facial products;

(d) No special camera or other techniques were used to distort or otherwise misrepresent my entry photographs;

(e) My entry photographs accurately represent me;

(f) My entry essay does not contain any comparisons to other products;

(g) I did not make any statements in my entry essay that would suggest any physical results from using Clinique Acne Solutions Clear Skin System; and

II. In addition, if I have given an opinion about Clinique Acne Solutions Clear Skin System either in connection with the Contest entry process or by some other means, I warrant and promise that:

(a) Clinique or its agents and representatives may designate at any time the absolute right and permission to use my name, and/or the initials representing my name, my likeness, photograph(s) of me and the statements I made or will make regarding the Clinique Acne Solutions Clear Skin System (the "Statements"), either alone or accompanied by other material, in any manner and in any media for the purpose of advertising, promoting and publicizing Clinique and Clinique Acne Solutions Clear Skin System, throughout the world with no time limitation;

(b) The Statements may be used in whole or in part and may be paraphrased, amplified, shortened and/or put into conversational form to meet the requirements of copy, layout and/or script, provided the general sense is not changed. I agree Clinique or its agents and representatives may use an actor or a model to portray me in any advertising, promotion or publicity material that utilizes the Statements;

(c) The Statements, are true and accurately reflect my honest opinion of and experience with Clinique and Clinique Acne Solutions Clear Skin System. Other than the opportunity to win the Contest, which winning I know is not guaranteed to me, I have made the Statements without any prior payment or promise of payment, or any other benefit having been made to me and without any expectation by me of any payment or benefit in return;

(d) I agree to notify the Clinique or Alloy immediately if any of the Statements no longer represent my true and honest experience and opinions and upon request, I agree to confirm that such altered Statements accurately reflect my true and honest experience and opinions;

(e) I waive all my rights to inspect and approve the Contest, Contest Site, finished advertising, promotion and publicity materials, their use or such written or spoken copy as may be used in connection with them;

(f) I agree that I will not hold Clinique, Alloy or anyone who receives permission from either of them responsible for any liability resulting from the use of my name, initials, likeness, photograph(s) or statements in accordance with the terms hereof, including what might be deemed to be a misrepresentation of me, my character or my person due to distortion, optical illusion or faulty reproduction which may occur in the finished materials.

I fully understand Sections I and II of this Testimonial Declaration and the Official Rules of the Contest, or if I did not understand some or any of their terms, I have had my parent or guardian explain them to me.

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