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America’s Next Top Model” auditions to be held on or about Friday, July 9, 2010 at PlazAmericas, 7500 Bellaire Boulevard, Houston, Tx 77036. …

“AMERICA’S NEXT TOP MODEL” Photo Contest (the “Contest”) is sponsored by KIAH (“Sponsor”) whose decisions regarding all aspects of the Contest shall be final and binding in all respects.

CONTEST DATES:

Contest begins on Wednesday, June 16, 2010 at 12:00pm (CT) and runs through Sunday, July 27, 2010 at 11:59:59pm (CT). (Sponsor reserves the right to change Contest dates at any time so check back often for updates to the Contest site.) Sponsor’s computer clock will be the official clock of the Contest.

ELIGIBILITY RESTRICTIONS:

Participants must be female, between the ages of 18 and 27 as of the entry date, 5’7″ or OVER in height, a United States Citizen and live in the 50 United States or DC. There is no weight requirement and no prior modeling experience required. Employees of the Sponsor, The CW Network, and any entity involved in the creation, promotion or administration of the Contest, and their respective partners, parent companies, divisions, subsidiaries, affiliates, trustees, franchisees, licensees, advertising, promotion and public relations agencies and their respective officers, directors, employees, agents independent contractors, representatives and agencies (collectively, the “Sponsor Affiliates”) are not eligible to participate in the Contest and/or win a prize. Additionally, relatives of, and those living in the same household as, such employees are not eligible to win. Prize Winners, upon request of the Sponsor, must supply documented proof of age, identity and eligibility. Failure to do so will result in forfeiture of the prize.

HOW TO ENTER:

NO PURCHASE NECESSARY. To enter, visit the “Contest and Events” page on http://www.39online.com Accurately complete the online entry form by submitting your name, age, address, telephone number, e-mail address and uploading ONE (1) photo of yourself (.jpg or gif file) (the “Photo”). The Photo must depict only the entrant. Altered or electronically enhanced Photos will not be considered. Sponsor will not be responsible for failed Internet connections, unavailability of servers or any other technical malfunctions for any reason. If any dispute arises as to identity of entrant, entrant shall be considered person who owns Internet account through which entry was sent to Contest. Limit one entry per person and per e-mail address. Only complete entries sent to the designated web site shall be eligible. Entries become the property of Sponsor and will not be returned. Any expenses you incur during the application process are your sole responsibility. Sponsor will not reimburse you for these expenses.

WINNER SELECTION AND NOTIFICATION:

All eligible Photos will be accumulated into one database for judging. Visitors to http://www.39online.com will be allowed to vote for their favorite candidate. The use of any device to automate the voting process is prohibited. Voting begins on Monday, June 28, 2010 at 12:00pm (unless otherwise stated on the Contest site) and will continue through Wednesday, July 7, 2010 at 11:59pm (CST). At the end of the voting period, the three candidates with the most votes will be named prize winners. In the case of a tie, a KIAH representative will chose the winner. Sponsor will attempt to notify prize winners by telephone on Thursday, July 8, 2010. If a winning entrant is determined to be ineligible when contacted by Sponsor, or cannot be reached by 11:59 am (CT) on that day, July 8, 2010, or if the entrant otherwise fails to comply with these Official Rules, the person with the next highest total of votes will be selected as an alternate winner.

THE PHOTOS:

By submitting a Photo, each contestant represents and warrants that no laws were broken in the creation of the Photo and that no party other than the entrant has any right, title or interest in and to the Photo or any part of the Photo or that contestant has properly secured rights in the Photo for submission in this Contest. Each contestant further represents and warrants that the Photo: has not been copied in whole from any other work, has not been previously published, does not violate the rights of any other person or company (including but not limited to privacy rights, publicity rights, trademark rights and copyrights), does not defame, libel, or slander anyone or any entity, and does not contain offensive, defamatory, vulgar, obscene or profane content, as determined by Sponsor in its sole and absolute discretion. Contestants agree to indemnify, defend and hold Sponsor and its affiliates, subsidiaries, parent companies, licensors, advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agencies (“Contest Entities”) harmless against any and all liabilities, losses, damages, claims, debts, investigations, fines, penalties, costs, expenses and settlements (including attorneys’ fees and costs of litigation, settlement, judgment, interest and penalties) arising out of or related to a breach of the foregoing representations and warranties. All Photos become the property of the Sponsor and will not be returned or acknowledged. Winners grant to Sponsor an irrevocable, world-wide, fully-paid, perpetual license to use their winning Photos in any and all media, now known or hereafter devised, in any manner related to the Contest, without prior notice, approval or compensation, including but not limited to the first right to publish the winning Photos in any medium. Winners otherwise will retain all rights to their Photos, and the Sponsor’s publication of their Photo will not limit their use and ability to further market the Photo. Each contestant agrees that Sponsor has no obligation to use or continue using such contestant’s Photo. Photos that do not comply with these Official Rules or that otherwise contain prohibited or inappropriate content as determined by Sponsor, in its sole discretion, will be disqualified and will not be considered for a prize. Sponsor makes the final determination as to which Photos are eligible to take part in this Contest and may be considered for a prize.

THE PRIZES:

Three (3) winners will each receive one (1) VIP PASS to the “America’s Next Top Model” auditions to be held on or about Friday, July 9, 2010 at PlazAmericas, 7500 Bellaire Boulevard, Houston, Tx 77036. Winner must be available on the designated date to claim prize. The VIP PASS will be given directly to the prize winners only. Each VIP PASS allows one woman to cut in line at the KIAH “America’s Next Top Model” Casting Call for her chance to be a possible contestant on the upcoming season of “America’s Next Top Model” (the “Show”) without having to wait in line with other potential Show contestants. Winners will be giving the location and time of the event on July 8, 2010 (unless otherwise stated on the Contest site) when they are contacted by a KIAH representative as to their winnings. If winner is not present at that time, they may be disqualified and forfeit the prize. No other prize elements except those specifically described here are awarded. Winning a prize does not increase Winner’s chance of being selected to be on the Show. Prize winners, and their opportunity to audition for the Show, shall be subject to all rules and regulations of the Show and the Show audition procedures.

CONDITIONS OF ENTRY:

Use of winner’s name: By entering, each entrant grants permission, without further compensation, to Sponsor and its agents and licensees, to use the entrant’s name, voice, photograph, likeness and biographical material for broadcast and promotional purposes in connection with the Contest on a worldwide basis, and in all forms of media, in perpetuity, without further compensation.