Official Contest Rules of the Overstock.com Biggest Auction Referral Network Contest

I. Eligibility.

Overstock.com ("Sponsor") offers the Overstock.com Biggest Auction Referral Network Contest (the "Contest" or "Promotion") to individuals who are legal residents of the United States or its territories (excluding Puerto Rico or any other jurisdiction that may require a translation of the Official Contest Rules), and who, under applicable law, can form legally binding contracts (hereinafter legal participating individuals shall be referred to as "Participant"). The Contest is not available to anyone under the age of 21 or to any individual that has been suspended or terminated from using Sponsor's or its affiliates websites. Sponsor's employees, immediate family members of Sponsors employees, or members of the household of any such employees, or any employees of Sponsor's various affiliates, partners, their parents or subsidiaries are not eligible to participate in this Contest. By entering this Contest, Participant agrees to these Official Contest Rules and the decisions of Sponsor, which are final and binding in all respects.

This Contest and any participation therein are void where restricted by federal, state, or local law.

The Contest is not intended or directed to persons under the age of 21. Sponsor does not offer or allow the auctioning of products for purchase by children. Sponsor offers or allows the auction of children's products for purchase by adults. By registering for this Contest or providing Sponsor with any information, Participant represents to Sponsor that it is 21 years of age or older and that any information it provides to Sponsor about a third party is for a third party that is 21 years of age or older.

THIS CONTEST IS NOT A SWEEPSTAKES. THERE WILL BE NO FEE OR CHARGE ASSOCIATED WITH REGISTERING FOR THIS CONTEST.

II. User Agreement.

The terms of conditions of the Official Contest Rules, together with the Privacy Policy and Overstock.com, Inc.'s Terms and Conditions constitute the user Agreement (the "Agreement") between Sponsor and Participant(s). To participate in the Contest, Participant must agree to be bound by the terms and conditions of this Agreement, which include those terms and conditions expressly set out herein and those incorporated by reference. Sponsor may amend this Agreement at any time by posting the amended terms on the Overstock.com auction site, and all amended terms shall automatically become effective within five (5) days of posting. As a condition of participation in the Contest, Participant must read and understand this Agreement. The Agreement may not be amended orally and may only be amended in writing signed by Participant and Sponsor's General Counsel.

Any questions regarding the Contest may be referred to Sponsor in writing and in care of the General Counsel:

Overstock.com, Inc.
6322 South 3000 East, Suite 100
Salt Lake City, Utah 84121

Sponsor reserves the right to use any lawful technique to verify the accuracy of the information that Participant or any individual or business entity provides when they become a participant in this Contest or a Verified Registered User (as defined in the Overstock.com Terms and Conditions) on Sponsor's auction site.

III. Contest Period.

The Contest begins on January 26th, 2005, at 12:00 a.m. Mountain Standard Time (MST), and ends on March 31, 2005, at 11:59:59 MST (Contest Period). Sponsor reserves the right to terminate the Contest by giving notice during the Contest Period in which case the Contest will terminate as stated in such notice. The Grand Prize and Runner Up Prizes, as defined below, will be awarded as stated below in the event of any early termination based upon the appropriate Auction Referral Network entries completed prior to the moment of termination.

IV. Entry.

Participant must first become a Verified Registered User on the Overstock.com auction site to enter the Contest, and complete the registration requirements by providing Participants name, complete physical address (including zip code), telephone number (including area code), email address, birth date, and any other requested fields. The Participant must also follow the instructions on the Sponsor's website. The Contest is limited in participation to those individuals or business entities (i.e., Participant(s)) that become Verified Registered User(s).

Because at the inception of this Contest Sponsor has few Verified Registered Users or Participants, Sponsor cannot accurately establish the number of Participants that may take part in this Contest. However, without limiting the foregoing, Sponsor does not expect that the number of Participants will exceed 5,000,000 distinct individuals or business entities.

By becoming a Verified Registered User, Participant incurs no obligations other than to be bound by the Terms and Conditions contained and referenced herein, and to receive Sponsor emails. Participant may opt-out of the receipt of such emails by following the directions in any email Participant receives or as posted on Sponsors website.

An Auction Referral Network Entry shall be defined as the registration of a unique individual or entity as a Verified Registered User on the Overstock.com auction site and which conforms to all Terms and Conditions of the Overstock.com auction site (the entire process being referred to hereinafter as a Auction Referral Network Entry). Any Auction Referral Network Entry may be rendered void if prohibited by law or by any of the policies referenced herein.

Sponsor will determine the number of valid Auction Referral Network Entries credited to the particular Participant through the use of appropriate software, verification techniques, or any other means that it may deem appropriate. Final judgment as to the validity or appropriateness of an Auction Referral Network Entry will be in Sponsor's sole discretion. Participant expressly waives any recourse against Sponsor as defined herein as to any discrepancy associated with verifying the validity or appropriateness of an Auction Referral Network Entry.

As a Verified Registered User, Participant may receive credit for each completed Auction Referral Network Entry if the following criteria are met: (a) each Auction Referral Network Entry must be a distinct individual or entity that is not affiliated, related (through blood or marriage), members of the same household, or a business that is an affiliate, subsidiary, parent, or partner in any business; (b) the Auction Referral Network Entry must be completed prior to the end of the Contest Period; (c) Sponsor reserves the right to verify the identity of each Auction Referral Network Entry before any such entry is considered a valid Auction Referral Network Entry; and (d) any Auction Referral Network Entry that violates the terms and conditions of this Agreement or any terms and conditions referenced herein shall not be considered a valid Auction Referral Network Entry, regardless of when Sponsor gains knowledge of the violation. Sponsor reserves the right to unilaterally place additional restrictions as to what qualifies as an Auction Referral Network Entry and deem particular Auction Referral Network Entries invalid during the Contest Period.

Participant may not enter the Contest with multiple email and/or multiple identities nor may Participant use any other artificial device to complete any Auction Referral Network Entry. Any such actions may lead to disqualification at Sponsors sole discretion. All completed valid Auction Referral Network Entries, as defined and limited herein, shall accumulate into Participants total for the Contest Period.

V. Prizes.

There will be one Grand Prize awarded for the entire Contest Period. The Grand Prize winner shall receive a one-time lump-sum payment of Twenty-Five Thousand Dollars ($25,000) by check or other means, as determined in Sponsor's sole discretion, and payable as soon as is practicable upon verification of the winners, as determined in Sponsors sole discretion. The Grand Prize winner shall be determined as the Participant with the highest number of new Auction Referral Network Entries, as restricted herein, during the Contest Period. Odds of winning depend on the number of eligible Participants and properly completed Auction Referral Network Entries of each Participant. The Grand Prize is expressed in terms of U.S. Dollars, and no assignment, transfer, or substitution of the Grand Prize is permitted. Taxes are the responsibility solely of the winning Participant.

There will be five Runner-Up Prizes awarded for the entire Contest Period determined in decending order of the Participant with the next greatest number of new Auction Referral Network Entries, as restricted herein, according to the following schedule:

• First Runner-Up Prize Winner: Ten Thousand Dollars ($10,000)
• Second Runner-Up Prize Winner: Six Thousand ($6,000)
• Third Runner-Up Prize Winner: Four Thousand Dollars ($4,000)
• Fourth Runner-Up Prize Winner: Three Thousand Dollars ($3,000)
• Fifth Runner-Up Prize Winner: Two Thousand Dollars ($2,000)

All Runner-Up Prizes will be paid by check or other means, as determined at Sponsor's sole discretion, and payable as soon as is practicable upon verification of the winners, as determined in Sponsors sole discretion. Odds of winning depend on the number of eligible Participants and properly completed Auction Referral Network Entries of each Participant. The Runner-Up Prize is expressed in terms of U.S. Dollars, and no assignment, transfer, or substitution of the Runner-Up Prize is permitted. Taxes are the responsibility solely of the winning Participant. All Runner-Up Prize Winners and the Grand Prize Winner are jointly referred to as Winning Participant.

In the event of a dispute as to the identity of a winner based on an e-mail address, the winning Participant will be declared by the authorized account holder of the e-mail address submitted as of the end of the Contest Period. Authorized account holder is defined as the natural person or business entity that is assigned to an e-mail address by an Internet access provider, on-line service provider, or other organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

In the event of a tie based on the number of valid Auction Referral Network Entries registered during the Contest Period, Sponsor will split the Grand Prize evenly between or among those Participants that tied. For Wisconsin residents only: In the event of a tie, duplicate prizes will be awarded.

The winning Participant will be notified by e-mail and by certified mail to the address listed on the Participant's registration form. Sponsor is not liable for any incorrect information contained in either regard or for Participant's failure to update or keep current any contact information. General notification regarding the winning Participant shall be posted on the Overstock.com auction site within one (1) month of the end of the Contest Period.

VI. General Conditions.

The Winning Participant must complete, execute, and return an Affidavit of Eligibility, a Liability Release, and where lawful, a Publicity Release within ten (10) days of notification. Participant's failure to return timely documents, or the return as undeliverable of any Prize notification or any Prize, may result in disqualification and the selection of an alternate winner. The winning Participant may also be disqualified if it is found not to be in compliance with these Official Contest Rules or is otherwise ineligible. Disqualification and the choice of an alternate winner are in Sponsors sole discretion.

The Winning Participant, where permitted by law, grant Sponsor, and to those acting pursuant to Sponsors control, the an unlimited, perpetual, royalty free license to use the winning Participants name, portrait, picture, voice, likeness, and biographical information as news or information and for advertising, trade and promotional purposes in print, publications, broadcast, or in any media form worldwide and at any time without notification, review, or approval by Participant.

In its sole discretion, Sponsor reserves the unilateral right to disqualify any Participant it finds to be tampering with the bidding, selling, auction, the Contest, any related web site, the Official Contest Rules, or any of the other policies mentioned or referenced herein.

All Participants, including the Winning Participant, release and agree to hold harmless Sponsor, its parents, affiliates, subsidiaries, advertising and promotion agencies and their respective directors, officers, employees, representatives, attorneys, and agents from any and all liability for any injuries, loss or damage of any kind to person, including death and damage to property, arising in whole or in part, directly or indirectly, from the acceptance, possession, use or misuse of the any Prize, participation in the Contest, or participation in any Contest related activity.

If Sponsor suspects that a Participant may have engaged in fraudulent activity in connection with a posted item for auction, the attempted auction of an item, a Auction Referral Network Entry, or in any manner related to this Contest, Sponsor may suspend or terminate a Participants right to take part in this Contest. Any use of programmed, automatic, macro, or like methods used in either completing or assisting to complete Auction Referral Network Entries is prohibited, and Participants using any such methods shall be disqualified.

Sponsor is committed to the mission of eliminating spam email on the Internet. To that end, Sponsor rigorously maintains only opt-in email addresses and always permits any email recipient to conveniently opt-out of emails. Sponsor is adamant that Participants be similarly diligent. To that end, Participant agrees not to send any email or other form of electronic message or advertisement containing Sponsors name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Participant or Participant has a pre-existing business relationship with the recipient. In addition, Participant agrees to provide a recipient of such communication with the ability to opt out of further communications from Participant by sending an unsubscribe email to Participant. Participant agrees that Sponsor may, upon reasonable written notice, audit (a) the lists and source(s) of the lists to which Participant sends any email or other form of electronic message or advertisement containing Sponsors name, product, web site address, metatag or any other type of identifier, and (b) any email or other form of electronic message or advertisement containing Sponsors name, product, web site address, metatag or any other type of identifier. Participant shall comply with any applicable anti-spam laws, and hereby agrees to indemnifies and hold Sponsor harmless against any claim, loss, or expense related to Participants breach of the terms of this paragraph.

Any Participant found to be infringing the intellectual property or privacy rights of a third party or violating any other law, as determined by Sponsor in its sole discretion, may be disqualified by Sponsor, in its sole discretion, and Sponsor may forward to any offended party or government entity the personal information of such Participant.

The incorrect or inaccurate capture of information or the failure to capture such information, whether caused by Participants, hacking or tampering, or by any of the equipment or programming used in association with the Contest is not Sponsor's responsibility. Sponsor is not responsible for any injury or damage to Participant's computer (or any other computer that it may use) related to or resulting from participation in the Contest in any manner.

Any claim or dispute in any way related to the Contest shall be governed by and interpreted in accordance with the laws of the State of Utah (without reference to choice of law principles that might apply the law of any other jurisdiction), which shall take priority over any foreign laws, rules, and regulations. Participant also waives its right to trial by jury, and consents to the jurisdiction of the courts of Utah. The United Nations Convention on Contracts of the International Sale of Goods shall not apply to this Agreement.

In the event that any provision of this Agreement shall, in whole or in part, be determined by a court of competent jurisdiction to be invalid, unenforceable, or void for any reason, such determination shall not affect in any way the remainder of any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties with regard to the subject matter herein and supersedes all understandings and agreements, whether written or oral, as to such subject matter.

Any waiver by the Sponsor shall not constitute a waiver or any other or subsequent default or breach, and Sponsors failure to act with respect to a breach by any Participant does not constitute a waiver of Sponsors right to act with respect to subsequent or similar breaches.

SPONSOR, ITS PARENTS, AFFILIATES, SUBSIDIARIES, AND RELATED COMPANIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, RESPRESENTATIVES, ATTORNEYS, OR AGENTS ("RELEASED PARTIES") IN NO EVENT SHALL BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING PUNITIVE, CONSEQUENTIAL, DIRECT, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF PARTICIPANT'S ACTIVITIES THAT ARE IN ANY MANNER RELATED TO THIS CONTEST, ACCESS OR USE OF THE OVERSTOCK.COM SITE, OR THE DOWNLOADING OF ANY MATERIAL. WITHOUT LIMITING THE FOREGOING, EVERYTHING RELATED TO THIS CONTEST AND THE OVERSTOCK.COM AUCTION SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIONAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO EVERY PARTICIPANT. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns. This Agreement may be assigned in whole or in part, without Participants consent, by Sponsor to any person, partnership, corporation, or any other entity that succeeds to Sponsors business or which has purchase substantially all of the Sponsors assets. Participant may not assign its rights or delegate its obligations under the Agreement, and any such attempted assignment or delegation shall be void and of no effect.

By entering, each Participant agrees that Sponsor shall not be responsible for any of the following: (a) typographical or other errors in the printing of the offer, administration of the Contest or in the announcement of the Grand Prize or the winner; (b) computer system, phone line, hardware, software or program malfunctions, or other errors, failures or delays in computer transmissions or network connections that are human or technical in nature; (c) incorrect or inaccurate entry/transaction information whether caused by Internet 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 transmission, receipt or processing of the entries/transactions; (d) lost, late, damaged, misdirected or incomplete entries/transactions, or for entries/transactions submitted in a manner that is not specified in these rules; (e) any injury or damage to a Participant's or any other person's computer related to or resulting from participating in this Contest.

CAUTION: ANY ATTEMPT BY A PARTICIPANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTESTMAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO DISQUALIFY SUCH PARTICIPANT AND TO SEEK DAMAGES FROM SUCH PARTICIPANT TO THE FULLEST EXTENT PERMITTED BY LAW.

VII. Arbitration.

Participant agrees that any and all disputes which cannot be resolved between the parties, claims and causes of action arising out of or connected with this Contest, or any prizes awarded, or the determination of the Prize winners shall be resolved individually, without resort to any form of class action, exclusively by arbitration pursuant to the commercial arbitration rules of JAMS. Further, in any such dispute, under no circumstances will Participant be permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental, or consequential damages, or any other damages, including attorneys fees, other than Participants actual out-of-pocket expenses (i.e., costs associated with entering this Contest), and participant further waives all rights to have damages multiplied or increased.

VIII. Restricted Activities.

Participant shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations (including, but not limited to, exporting or importing goods, consumer protection, or unfair competition) regarding the use, Sponsors service, bidding, listing, purchasing, solicitations of offers to purchase, and sale of items.

Participant agrees that none of its activities in any way related to this Contest or items it offers for auction are: (a) defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (b) obscene or contain child pornography or otherwise adult in nature or harmful to minors; (c) linked directly or indirectly to or include description of goods or services that are concurrently listed for sale on any other web site, or that Participant does not have the right to link to or include; and (d) infected or contain any computer programming routines, in any form, that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information.

IX. Winner's List.

For the name of the Grand Prize winner or Runner-Up Prize Winners mail a self-addressed stamped envelope for receipt by January 26, 2006, to:

Attn: Grand Prize Winner
Overstock.com, Inc.
6322 South 3000 East, Suite 100
Salt Lake City, Utah 84121

As directed above and promptly upon request to the above address, Sponsor shall provide: (a) the name of the winning Participant; (b) the Prize won; (c) the number of Participants that took part in the Contest; and (d) the number of appropriate Auction Referral Network Entries credited to each Participant.