KATE SPADE NEW YORK MEMORY GAME

OFFICIAL RULES

NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR WIN. A purchase or payment will not improve your chances of winning. The Kate Spade New York Memory Game (the "Sweepstakes") entry period begins at 12:01 AM Eastern Time ("ET") on April 1, 2013 and ends at 11:59 PM ET on April 30, 2013 (the "Entry Period"), when all entries must be received. Eastern Time shall control for all purposes of this Sweepstakes. Sponsor's clock shall be the official timekeeper for the Sweepstakes. The Sweepstakes is governed by these Official Rules and is subject to all applicable U.S. federal, state and local laws. Void where prohibited.

1. Eligibility. The Sweepstakes is open only to legal residents of the 50 United States, who are 18 years of age or older at the time of entry. Proof of residency and age may be required. Employees of Kate Spade, LLC d/b/a Kate Spade New York and its parent, subsidiaries, divisions, affiliates, and advertising or promotional agencies, and the immediate family and household members of such individuals, are not eligible to enter or win. "Immediate family members" shall mean parents, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live. "Household members" shall mean people who share the same residence at least three months a year, whether related or not. In order to enter the Sweepstakes or receive the prize, you must fully comply with the Official Rules and, by entering, you represent and warrant that you agree to be bound by these Official Rules and the decisions of the Sponsor-designated judges, whose decisions shall be binding and final in all respects relating to this Sweepstakes.|

2. How to enter. To enter the Sweepstakes, during the Entry Period, visit www.katespade.com (the "Website") to play the "memory game" (the "Game"). There will be three (3) levels of game difficulty to select from: (i) easy; (ii) medium; and (iii) hard (each, a "Level"). To play the Game, you must first choose a Level, then select two cards by clicking on them. Each card has a corresponding match. If both cards that you select are a match, those cards will remain upright. If the selected cards do not match, they will flip back over. The object of the Game is to match all of the cards until there are no longer any remaining cards to match. Once you have successfully matched all pairs of cards, you will automatically receive one entry into the Sweepstakes for that Level. You may play more than one Level and there is no limit on the number of times that you may play each Level; however, you are not eligible to win more than one (1) prize in total, regardless of Level. Each time that you successfully complete the Game in a Level, you will receive one (1) entry into the Sweepstakes for that Level. Entries will be deemed to have been submitted by the authorized account holder of the e-mail address submitted at the time of the entry. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Entering or attempting to enter the Sweepstakes multiple times through the use of multiple email addresses or the use of any robotic or automated devices to submit entries is prohibited and any such entries will be deemed void and disqualified.

3. Random Drawing; Odds of Winning. One (1) potential winner will be selected from each separate Level from all eligible entries received for that Level in random drawings to be held on or about May 31, 2013, for a total of three (3) winners overall (one (1) winner per each Level). In the event that an entrant is selected as a potential winner for more than one Level, that potential winner will receive the available prize corresponding to the highest Level in which such entrant entered and was selected as the potential winner. Odds of winning depend on the total number of eligible entries received for each Level during the Entry Period.

4. Prizes. Easy Level Prize: one (1) 0.34 Fl. Oz. Live Colorfully by Kate Spade New York Eau de Parfum Rollerball (approximate retail value ("ARV") $24.00) and one (1) $50.00 kate spade new york gift card; Medium Level Prize: one (1) 1.7 Fl. Oz. Live Colorfully by Kate Spade New York Eau de Parfum Spray (ARV $75.00) and one (1) $150.00 kate spade new york gift card; Hard Level Prize: one (1) 3.4 Fl. Oz. Live Colorfully by Kate Spade New York Eau de Parfum Spray (ARV $95.00) and one (1) $250.00 kate spade new york gift card. Total ARV of all prizes available to be won is $644.00. Gift cards may be used online at the Website or at any kate spade new york retail store. Gift cards may be subject to terms and conditions. All federal, state and local taxes on the prizes are the sole responsibility of the winner. All prizes claimed will be awarded. In no event will the number of prizes awarded exceed the stated number of prizes. Any portion of a prize not accepted or unclaimed and/or unused by a winner will be forfeited and will not be substituted. No transfer, refund, cash redemption, substitution or replacement of prize or any prize component permitted, except that Sponsor reserves the right, in its sole discretion, to substitute a prize of equal or greater value (or cash equivalent). ARV of prize is in U.S. dollars. Prizes will be fulfilled by on or about June 21, 2013.

5. Winner Notification. Potential winners will be notified using the information provided on the potential winner's entry form, and may be required, in Sponsor's discretion, to complete and return an Affidavit of Eligibility, Release of Liability and Publicity Release (where permitted by law) (collectively, the "Affidavit") by the date or within the time frame specified in notification or an alternate winner may be selected. If potential winner is under the age of majority in its state of legal residence, the Affidavit must be executed on its behalf by its parent or legal guardian. In the event: (a) a potential winner cannot be reached for whatever reason after a reasonable effort has been exerted based on the information stated in the entry form or winner notification or Affidavit is returned as undeliverable; (b) a potential winner declines or cannot accept, receive or use the prize for any reason; (c) of noncompliance with the above or within any of the aforesaid time periods, (d) a potential winner is found to be ineligible to enter the Sweepstakes or receive the prize, (e) a potential winner cannot or does not comply with the Official Rules, or (f) a potential winner fails to fulfill the Affidavit-related obligations, the potential winner shall be disqualified from the Sweepstakes and an alternate potential winner may be selected, at Sponsor's sole discretion, from among the other eligible entries received.

6. Publicity Release; Use of Personal Information. Except where prohibited or restricted by law, winner's acceptance of prize constitutes the winner's agreement and consent for Sponsor and any of its designees to use and/or publish winner's full name, city and state of residence, photographs or other likenesses, pictures, portraits, video, voice, testimonials, biographical information (in whole or in part), and/or statements made by winner regarding the Sweepstakes or Sponsor, worldwide and in perpetuity for any and all purposes, including, but not limited to, advertising, trade and/or promotion on behalf of Sponsor, in any and all forms of media, now known or hereafter devised, including, but not limited to, print, TV, radio, electronic, cable, or World Wide Web, without further limitation, restriction, compensation, notice, review, or approval. By entering the Sweepstakes, entrants will be sharing their personal information with Sponsor. Personal information collected by Sponsor will be used for administration of the Sweepstakes and awarding the prize. In addition, by entering, entrants agree to Sponsor's use of entrant's personal information as described in its privacy policy at www.katespade.com. Please refer to Sponsor's privacy policy for important information regarding the collection, use and disclosure of personal information by Sponsor. Sponsor is not responsible for disclosures made by any third party. Entrants may subsequently opt-out of receiving further emails as set forth in Sponsor's privacy policy. All entries become the property of Sponsor upon receipt and will not be acknowledged or returned.

7. No Tampering; Right To Cancel; Modify. Sponsor and its parent, subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors shall not have any obligation or responsibility, including any responsibility to award any prize to entrants, with regard to: (a) entries that contain inaccurate information or do not comply with or violate the Official Rules; (b) entries, prize claims or notifications that are lost, late, incomplete, illegible, unintelligible, damaged or otherwise not received by the intended recipient, in whole or in part, due to computer, human or technical error of any kind; (c) entrants who have committed fraud or deception in entering or participating in the Sweepstakes or claiming the prize; (d) telephone, electronic, hardware, software, network, Internet or computer malfunctions, failures or difficulties; (e) any inability of the winner to accept the prize for any reason; (f) if a prize cannot be awarded due to delays or interruptions due to Acts of God, natural disasters, terrorism, weather or any other similar event beyond Sponsor's reasonable control; or (g) any damages, injuries or losses of any kind caused by any prize or resulting from awarding, acceptance, possession, use, misuse, loss or misdirection of any prize or resulting from participating in this promotion or any promotion or prize related activities. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be (a) tampering with the entry process or the operation of the Sweepstakes, or with any Website promoting the Sweepstakes; (b) acting in violation of the Official Rules; or (c) entering or attempting to enter the Sweepstakes multiple times through the use of multiple e-mail addresses or the use of any robotic or automated devices to submit entries. If Sponsor determines, in its sole discretion, that technical difficulties or unforeseen events compromise the integrity or viability of the Sweepstakes, Sponsor reserves the right to void the entries at issue, and/or terminate the relevant portion of the Sweepstakes promotion, including the entire Sweepstakes promotion, and/or modify the Sweepstakes and/or award the prizes based upon the criteria set forth in these Official Rules from all eligible entries received as of the termination date. If the Sweepstakes is terminated or modified due to technical difficulties or unforeseen events prior to the expiration date of the Entry Period, in Sponsor's discretion, notice may be posted at the Website.

8. Release of Liability; Disclaimer of Warranty; Forum Selection Clause. By participating in the Sweepstakes, entrants and winners agree to release and hold harmless Sponsor and its parent, subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors (the "Released Parties"), from any and all liability, for loss, harm, damage, injury, cost or expense whatsoever, including without limitation, property damage, personal injury (including emotional distress), and/or death, which may occur in connection with preparation for, or participation in, the Sweepstakes, or possession, acceptance and/or use or misuse of the prize or participation in any Sweepstakes-related or prize-related activity and for any claims or causes of action based on publicity rights, defamation or invasion of privacy and merchandise delivery. The Released Parties assume no responsibility for any injury or damage to entrants or to any other person's computer, regardless of how caused, relating to or resulting from entering or downloading materials or software in connection with this Sweepstakes. Entrants and winners acknowledge that Sponsor has neither made nor is in any manner responsible or liable for any warranty, representations or guarantees, express or implied, in fact or in law, relative to any prize or any component thereof. Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant or Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York. In addition, any dispute relating to the Sweepstakes (including these Official Rules) shall be brought in the appropriate state or federal court having jurisdiction over the subject matter located in New York, New York. Entrants hereby irrevocably consent to the personal jurisdiction of said courts and waive any claim of forum non conveniens or lack of personal jurisdiction that they may have.

9. Sponsor: Kate Spade, LLC d/b/a Kate Spade New York, 2 Park Avenue, 8th floor, New York, NY 10016.

10. Winner List. To obtain a copy of the winners' list, available after May 31, 2013, send a self-addressed, stamped envelope to: Kate Spade New York Memory Game, Kate Spade, LLC, 2 Park Avenue, 8th floor, New York, NY 10016, for Sponsor's receipt by July 31, 2013.