Official Rules and Restrictions

INTRODUCTION

The Official Rules and Restrictions (the "Official Rules") apply only to all those who enroll in Ultimate Baseball Manager, which include Keeper Leagues (individually and collectively, "Baseball Manager"). By participating in this game of skill, you acknowledge that you have read these Official Rules as well as the Terms and Conditions, and that you agree to abide by, and be subject to, the Official Rules and the Terms and Conditions, as well as the decisions of the judges, which shall be final and binding in all respects. Subject to the Eligibility section below, Baseball Manager is intended for viewing only in the United States and Canada. Persons residing in other jurisdictions are not eligible to win any prizes in connection with this promotion. In these Official Rules, "you," "your" and "participants" refers to you, the person who has enrolled in Baseball Manager.

1. GAME OF SKILL: BASEBALL MANAGER IS A GAME OF SKILL.

Baseball Manager is a skill contest designed to increase consumer awareness of and interest in Major League Baseball. To win, users must utilize their knowledge of individual players' daily statistics, such as how hitters have performed against left-handed and right-handed pitching, or how starting and relief pitchers have performed in prior outings. Users must also know upcoming pitching rotations and batting lineups of actual major league teams and whether players have been benched or are injured. The more you know about the players and the teams playing in Major League Baseball the better your chances of winning.

2. BASEBALL MANAGER ENTRY

Enrollments open on or about February 27, 2010. The deadline to enroll in Baseball Manager and be eligible for prizes is 4:59 AM Eastern Time April 15, 2010. In addition, in order to be eligible for prizes you must be enrolled in a full league by the same date. Payment of the appropriate entry fee is required to register a team in Baseball Manager.

3. GRAND PRIZE WINNER SELECTION

GameLine awards a grand prize to the top team in Ultimate Baseball Manager. Winner of the grand prize will be determined by judges appointed by GameLine based on the following objective criteria:

To be eligible for any prize, you must satisfy the Official Rules and the Terms and Conditions.

You must play in an Ultimate Baseball Manager League that plays 162 games.

You must win both (i) the regular season championship in your league; AND (ii) the playoff championship in your league.

If there is more than one team remaining, the teams will be ranked by Adjusted Wins. Adjusted Wins is determined as follows:

Adjusted Wins = Actual Wins * League Strength Factor

Actual Wins are the number of wins you win in your Ultimate Baseball Manager League.

League Strength Factor is calculated as follows:
League Strength Factor = (League Total Offense Factor + League Total Defense Factor)/2
League Total Offense Factor = (Your League's Total Offense) / (Average Total Offense for all Leagues of your League type (e.g. AL, NL or AU))
League Total Defense Factor = 2 - (Your League's Total Defense) / (Average Total Defense for all Leagues of your League type (e.g. AL, NL or AU))

Each League's Total Offense is calculated as follows:
League's Total Offense = ((On Base * Advancement)/Plate Appearances) - (162 games * 10 teams in league)
League's Total Defense = Earned Runs + .6 * (Fielding Errors + Team Errors)

These numbers are derived by using the following calculations of statistics in your league:
On Base = Hits + Walks + Hit by Pitch - Caught Stealing - Grounded Into DoublePlay
Advancement = Total Bases + .26 * (Walks + Hit by Pitch) + .52 * (Stolen Bases + Sacrifices)
Total Bases = Hits + Doubles + (2 * Triples) + (3 * Home Runs)
Plate Appearances = At Bats + Walks + Hit by Pitches + Sacrifices

In calculating the League Strength Factor for each league type (AL, NL and AU), only leagues that have played 162 games will be considered.

The team with the most Adjusted Wins is the Grand Prize winner. There is only one winner.

If there is a tie, the teams that tie will then be ranked first by which team has the fewest team errors for the season. If there is still a tie, the teams will next be ranked by which team has the highest team Batting Average. If there is still a tie, the teams that are tied will then be ranked by which team has the lowest team Earned Run Average.

If, for any reason, no one plays 162 games, those eligible for the prizes will be those teams that have played in the most games offered by Ultimate Baseball Manager. If, for any reason, no one team in any of the three leagues has won both the regular season and the playoff championship, then teams that win the regular season will be ranked by the League Strength Factor in accordance with above to determine the Grand Prize and then by the tiebreakers, if necessary.

Winners will be determined by November 15, 2010. All decisions by the judges shall be final.

4. PRIZES

The prizes for Ultimate Baseball Manager are as follows:

GRAND PRIZE WINNER: There will be one Grand Prize of $1000 (One Thousand Dollars) awarded to the top single team in all AL leagues; one Grand Prize of $1000 (One Thousand Dollars) awarded to the top single team in all NL leagues; and one Grand Prize of $500 (Five Hundred Dollars) awarded to the top single team in all All-Universe Leagues.

LEAGUE WINNERS: The regular season winner in each Ultimate Baseball Manager league will receive a Baseball Manager baseball. Estimated retail value $9.95.

PLAYOFF WINNERS: The playoff winner in each Ultimate Baseball Manager league will receive a Baseball Manager t-shirt. Approximate Retail Value: $14.95

Prizes awarded may be subject to legal restrictions. You agree that in the event that the award of prizes to winners of Baseball Manager is challenged by any legal authority, GameLine has the sole right to determine whether or not to award such prizes and whether or not to refund previous payments made by you. In such an event, the Released Parties (defined below) shall have no liability to any participants. All prizes will be awarded regardless of the number of participants or amount of entry fees received. Prizes are not transferable and no substitution of prizes is permitted except that GameLine reserves the right to substitute a prize of equivalent value or greater. All prizes are awarded AS IS and WITHOUT WARRANTY OF ANY KIND, express or implied (including without limitation, warranty of merchantability or fitness for a particular purpose). ALL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZE AND ANY SHIPPING AND HANDLING CHARGES ARE THE SOLE RESPONSIBILITY OF THE WINNER.

NOTIFICATION AND ACCEPTANCE: Grand Prize winner will be notified by email and/or regular mail within seven (7) days after the date the winner is determined. Winner must sign and return an affidavit of eligibility and acceptance of these Official Rules and a publicity/liability release (unless prohibited by law) within fifteen (15) days after receipt of notification. Failure to comply with these requirements may result in disqualification and the selection of the participant with the next highest ranking. Any prize notification returned as undeliverable may result in disqualification and selection of an alternate winner. GameLine will attempt to contact Grand Prize winner via phone and/or email in order to fulfill prizes at least 3 times or for a period of 30 days. If the winner is unable to be reached, this may result in disqualification and selection of an alternate winner. In the event of a dispute about the identity of a participant, the participant will be declared to be the authorized account holder of the email address submitted at the time of entry. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization that is responsible for assigning email addresses for the domain associated with the submitted email address. Winner may be required to provide the Sponsor with proof that the Winner is the authorized account holder of the email address associated with the winning team. Winner will receive their prize within 6 to 8 weeks of Sponsor's receipt of the signed form.

5. ELIGIBILITY

Residents of Vermont, Louisiana, Minnesota, Florida, Rhode Island and Arizona and the province of Quebec may play Baseball Manager and have their places noted in the standings but are not eligible to win any prizes. This game is open to legal residents of all other states of the United States and the provinces of Canada. Persons under the age of 18 years may enter the contest, but are not eligible to win prizes subject to the following sentence. If any prize is won by a minor, the parent or legal guardian of such minor must sign and return the affidavit of eligibility and publicity/liability release and the prize will be awarded to the parent or legal guardian. No one under 13 years of age may play the game. All federal, state and local laws and regulations apply. Canadian winners may be required to answer an additional skill question prior to being awarded any prize. Directors, officers, employees, representatives, agents and consultants of GameLine and each of their respective distributors, divisions and subsidiaries, their immediate families, and directors, officers, consultants, representatives, agents and employees of the game promotional partners are not eligible to win any prize. Recipients of complimentary accounts may play the game but will not be eligible for prizes.

6. TERMS

By participating in Baseball Manager, you (and if you are a minor, your parents or legal guardian) release and agree to hold harmless GameLine and each of their respective affiliates, directors, officers, employees, consultants, and agencies (collectively, the "Released Parties") from any liability whatsoever for any claims, costs, injuries or damages of any kind arising out of or in connection with Baseball Manager, or acceptance, possession, or use of any prize (including without limitation, claims, costs, injuries and losses related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional) whether under a theory of contract, tort (including negligence), warranty or other theory.

If you are a minor or under the age of 18, your parents or legal guardian further agree to indemnify each of the Released Parties from any claims, costs, injuries, losses, or damages described in the preceding paragraph that may be suffered by you.

7. CONDUCT

If, for any reason, any portion of Baseball Manager is not capable of running as planned, such reasons to include, but not be limited to, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of the Released Parties, which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the game, then GameLine reserves the right to modify, suspend or cancel the game or any portion thereof. GameLine reserves the right, at its sole discretion, to disqualify any participant who violates these Official Rules or the associated Terms and Conditions incorporated herein, or who tampers with the enrollment process, or who engages in any conduct detrimental to any of the Released Parties, the game or any other participant (in each case, as determined by GameLine in its sole discretion), to suspend or terminate any participant whose eligibility is in question, and to cancel, terminate, modify, or suspend this game at any time. Any attempt by any person to deliberately damage any web site or undermine the legitimate operation of Baseball Manager is a violation of criminal and civil laws and should such an attempt be made, GameLine reserve the right to seek from any such person damages and any other remedies available to GameLine, as applicable, to the fullest extent permitted by law.

8. LIMITATIONS OF LIABILITY

Released Parties assume no responsibility for, and will not be liable for, 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. Released Parties assume no responsibility for lost, late, misdirected, incomplete or garbled transmissions. None of the Released Parties shall be responsible or liable for any problems or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, including online service and Internet access providers, computer equipment, software, failure of any email or enrollment to be received on account of technical problems or traffic congestion on the Internet or at any web site, or any combination thereof, including any injury or damage to participant's or any other person's computer related to or resulting from participation or downloading of any material in connection with Baseball Manager.

9. OFFICIAL RULES/WINNERS LIST

Participating in Baseball Manager is subject to these Official Rules and the Terms and Conditions, the Privacy Policy and Website Terms of Use and any other rules expressly referenced herein. For winner information (available after November 1, 2010) or an additional copy of the Official Rules, send a self-addressed, stamped envelope to: Ultimate Baseball Manager c/o GameLine, LLC., 200 Ingleside Drive, Stamford, CT 06903. Specify "Rules" or "Winner List." Requests must be received by December 1, 2010. Residents of VT may omit return postage on rules requests.

A winners' list may be obtained after January 1, 2011 by sending a self addressed stamped envelope to the address above, Attn: Winners' List.

10. MISCELLANEOUS

The section headers contained herein are provided for convenience purposes only and shall not be used to modify or interpret these Official Rules. In the event that any provision of these Official Rules (or Terms and Conditions) is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of the Official Rules (and Terms and Conditions) shall remain valid and enforceable according to its terms. The parties intend that the provisions of these Official Rules be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

GameLine reserves the right to change these Official Rules at any time, in its sole discretion. GameLine reserves the right to halt, modify or suspend Baseball Manager at any time during the season for any reason.

In the event that the game is challenged by any legal or regulatory authority, GameLine reserves the right to discontinue or modify the game or to disqualify residents in the affected geographic area. In such event, GameLine shall have no liability to any players who are disqualified due to such an action. This contest may not be used for any form of gambling.

Inquiries concerning entries will not be accepted.

11. GAME ADMINISTRATION

By participating, participants agree that GameLine will be responsible for resolving any disputes and rules violations that arise in connection with the Contest. All decisions by GameLine regarding the Contest shall be final and binding in all respects. If you have any questions regarding the Contest, please send an e-mail to info@baseballmanager.com.

These Official Rules will be governed and construed in accordance with California law, without regard to conflict of law principles in the California courts. The venue for any dispute shall be Los Angeles County.