PARASOL EVENTS WEDDING GIVEAWAY CONTRACT TERMS AND CONDITIONS

NOTICE:  The winning couple (“Contest Winners”) will be required to sign a contract containing the following terms and conditions as a requirement of receiving the Parasol Events Wedding Giveaway prize package.  By entering, each contestant is agreeing that if they win they will agree to the terms and conditions set forth below and will execute the contract as required and that they have timely received and read the contest information required by law that is set forth below.   

NO PURCHASE NECESSARY:  A purchase will not increase your odds of winning.  The contest is open to couples, who are currently engaged (couples with an existing intention to marry),  are legal residents of the State of Hawaii, 18 years of age or older at time of entry, not already legally married and eligible to be married by the standards of the State of Hawai’i.   Contest starts 11/25/2007.  Enter by writing to The Honolulu Advertiser about your romance and why your relationship is meant to go the distance in 500 words or less.  Send your story to islandlife@honoluluadvertiser.com with “Wedding Contest” in the subject line, or mail it to Wedding Contest c/o Island Life, The Honolulu Advertiser, P.O. Box 3110, Honolulu, HI 96802.  Only one entry per couple.    Enter no later than 11:59 p.m. HST on 12/10/2007 in order to be eligible.  For Contest’s complete Official Rules see www.HonoluluAdvertiser.com or www.ParasolEvents.com.  Entry constitutes permission to use winners’ names, biographical information, Contest entry and/or likeness for publicity purposes without further compensation.  Employees and immediate families of the participating companies, their affiliates, advertising and promotional agencies and wholesalers are not eligible. Some of the elements of the prize may not be awarded.  The winners will be determined on or before 1/31/2007.  No transfer, substitution or cash equivalent of prize permitted.  For questions, email islandlife@honoluluadvertiser.com with “Wedding Contest” in the subject line or write Wedding Contest c/o Island Life, The Honolulu Advertiser, P.O. Box 3110, Honolulu, HI 96802.  Or you can contact Parasol Events by email at weddings@ ParasolEvents.com or by calling toll fee (866) 923-3969.

CONTRACT TERMS AND CONDITIONS

Parasol Events, a Hawai’i wedding and event planning company, has partnered with The Honolulu Advertiser to give away a free wedding package valued at more than $30,000 to a local couple (the “Contest”) .  Parasol Events had enlisted a team of Honolulu’s premier wedding professionals, who together will design a custom, elegant wedding ceremony and reception for the Contest Winners.   

Parasol Events and the Contest Winners will agree to the following.

1.            Eligibility.  The Contest Winners represent and warrant that that are currently engaged (a couple with an existing intention to marry), are legal residents of the State of Hawaii, each was 18 years of age or older at time of entry in the Contest, neither is already legally married and both are eligible to be married by the standards of the State of Hawai’i. The Contest Winners hereby agree to provide identification and documentation of the foregoing facts upon request.

2.            The Contest Prize.     The Contest Winners hereby accept a wedding giveaway package whose approximate retail value is over $30,000 for a wedding and reception at the Kahala Hotel and Resort on Monday, March 31, 2008 at 5 p.m. HST (“Wedding Date”) for 50 total people to include a total wedding party of 6: one bride with one maid of honor and one bridesmaid and one groom with one best man and one groomsmen and up to 44 guests and the wedding and reception components set forth below (the “Contest Prize”).  The Contest Winners hereby agree to be bound by the terms of this Agreement, the Contest’s Official Rules (see www.HonoluluAdvertiser.com or www.ParasolEvents.com) and by the decisions of Parasol Events, which are final and binding on all matters pertaining to the Contest Prize.  

Parasol Events reserves the right to substitute other participating providers as provided below.

The Contest Winners expressly agree that Parasol Events and the participating vendors shall have final authority on all creative decisions involved in planning and implementing the Contest Prize.   Any other expenses and costs not expressly listed above are the sole responsibility of the Contest Winners, including but not limited to, any travel transportation, accommodations, attire or wedding rings and jewelry, ground transportation, meals, taxes, tips, and entertainment, incidental charges, gratuities and spending money.   The Contest Winners may purchase services from the various vendors beyond the Contest Prize values set forth in this Agreement according to the vendors’ terms and conditions, in which case the Contest Winners assume full responsibility for the cost differences between their selections and the Contest Prize offering described in this Agreement. 

ALL TAXES ARE THE SOLE RESPONSIBILITY OF THE CONTEST WINNERS.  Winners will be required to supply their taxpayer identification numbers and other information necessary to allow Parasol Events and the other vendors to comply with all applicable tax reporting and withholding requirements and provide proof satisfactory to Parasol Events and the other vendors that have or will comply with their tax obligations.  Failure of Contest Winners to comply with these requirements will be grounds for Parasol Events and the other vendors to withhold services and/or cancel this Agreement.

3.            Prize Restrictions.  The Contest Winners must be prepared to tell their story to The Honolulu Advertiser in print and via video.  The Wedding Date may not be changed by the Contest Winners, but may be changed by Parasol Events in the event of a Force Majeure Event (as defined below).  Prizes are absolutely non-transferable.  The Contest Prize is not redeemable in cash and must be accepted as awarded. This Contest Prize does not apply to any previous contracts with wedding vendors included in this Contest Prize offering.  Parasol Events, LLC retains the right, in its absolute and sole discretion, to make substitutions of equivalent kind or approximate value in the event of the unavailability of any prize or component of the prize for any reason whatsoever. 

4.            Other Considerations: The Contest Prize professional team will design a wedding for the Contest Winners that respects all the monetary caps/values set by individual participating vendors described in this Agreement.  Each wedding professional, in order to maintain and preserve their high levels of service, product, reputation and design will be partners with Parasol Events in controlling quality and will have total creative freedom.  The Contest Winners shall participate in the planning and are required as a condition of receiving the Contest Prize to provide timely responses to requests of vendors. In order to achieve a smooth wedding ceremony and reception on the Wedding Day, the Contest Winner’s participation is needed. The Contest Winners hereby agree to take responsibility for the wedding and reception details and information which lie outside of the Contest Prize parameters and that are not the responsibility of Parasol Events or the participating vendors. The Contest Prize, while very comprehensive, is strictly limited to the goods and services itemized above, and is not all inclusive especially of areas which are the Contest Winners’ responsibility that are listed below, but are not limited to this list which is intended to be a helpful resource:  Winner Responsibilities:  Communication with vendors and with the Contest Winners’ families, guests and wedding party; arranging accommodations, travel, and transportation, wedding license, attire for wedding party and bride and groom, wedding rings, rehearsal (with entire wedding party and family) and any rehearsal  dinner, determining a guest list, invitations, rsvps, seating charts and head counts.  

5.            Publicity Rights Grant and Release.  The Contest Winners by participating in the Contest hereby acknowledge that they have granted permission for Parasol Events, The Honolulu Advertiser and the participating vendors to use the winning couple’s names, biographical information, Contest entry, the story of the planning and their wedding and reception, and/or likenesses in any media for any commercial or promotional purpose as described in this Section 5, without further compensation.  By signing this Agreement, the Contest Winners each irrevocably grant to Parasol Events, The Honolulu Advertiser and the vendors participating in the Contest, and their respective assigns, licensees and successors the right to use the Contest Winner’s image, names and the foregoing information in all forms and media including composite or modified representations for all purposes, including advertising, trade or any commercial purpose throughout the world and in perpetuity.   The Contest Winners each hereby waive the right to inspect or approve versions of their respective images and/or the foregoing personal information used for publication or the written copy that may used in connection with the images.  Each of the Contest Winners hereby releases Parasol Events, The Honolulu Advertiser and the vendors participating in the Contest, and Parasol Events’ and their respective assigns, licensees and successors from any claims that may arise regarding the use of the Contest Winners’ images and/or the foregoing personal information, including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright. Parasol Events, The Honolulu Advertiser and the vendors participating in the Contest each is permitted, although not obligated, to include the Contest Winners’ name as a credit in connection with the event.  Parasol Events, The Honolulu Advertiser and the vendors participating in the Contest are not obligated to utilize any of the rights granted in this Agreement.

• Limitations on Liability.  The Contest Winners expressly acknowledge they have complied with the Contest, and waive all right to be compensated or reimbursed for any loss, damage or expense arising out of or in connection with participation in the Contest or the acceptance, use or misuse of the Contest Prize and hold harmless, Parasol Events, The Honolulu Advertiser and the participating vendors.   

• Term and Termination.  The term ("Term") of this Agreement shall commence on the Effective Date and end at midnight on March 31, 2008, unless earlier terminated in accordance with this Section.  The Contest Prize automatically expires at midnight, February 29, 2008, if planning has not begun according to the Contest’s Official Rules.  and this Agreement.   If either Parasol Events or Contest Winners breaches any terms of this Agreement, the non-breaching party shall have the right to terminate this Agreement, if the breach is not cured within five (5) days following written notice of such breach.   Sections  5, 6, and 7-20 shall survive the expiration or termination of this Agreement. 

• Licenses; Taxes.  The Contest Winners are responsible for applying for and obtaining the necessary marriage license and any other legal requirements for being married prior to the Wedding Date, and committing to a marriage in the State of Hawai’i on the Wedding Date.  The Contest Winners are responsible for paying all taxes, license fees or other charges that shall become due to any government authority in connection with the Contest Prize.  

• Notices.  Any notice or other communication provided or permitted hereunder shall be in writing and be given by personal delivery or sent by postal delivery and be registered or certified, return receipt requested, postage prepaid, addressed to the party for whom it is intended, at their respective address stated above, or to such other address as the parties may from time to specify by notice delivered in the foregoing manner.

• Relationship Between Parties.  Nothing in this Agreement shall be deemed to constitute Contest Winners as an agent of Parasol Events or to establish a fiduciary relationship of any kind between the parties.  Contest Winners have no authority to bind or act on behalf of Parasol Events.  Contest Winners are not, and shall not be considered to be, an agent, joint venturer, or partner of Parasol Events, or in any other employer-employee relationship, express or implied with, Parasol Events.

• Assignment and Sublicense.  This Agreement may not be assigned or sublicensed by the Contest Winners without the prior written approval of Parasol Events, which may be granted or withheld in its absolute discretion. Any assignment or sublicense shall not relieve either party of its respective obligations hereunder to the other party.

• Entire Agreement.  This Agreement and the Contest Official Rules represent the entire agreement between Parasol Events and Contest Winners regarding the subject matter hereof and supersede any prior understandings and agreements, written or oral, between the parties.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be modified and none of its terms may be waived, except in writing signed by both parties. The failure of either party to enforce or the delay by either party in enforcing any of our respective rights shall not be deemed a continuing waiver or a modification of this Agreement.

• Severability.   If any part of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the balance of this Agreement.

• Governing Law.  This Agreement shall be governed by the laws of the State of Hawaii. Any action commenced by Contest Winners arising out of or relating to this Agreement, or arising out of or relating to the Contest, shall be brought solely in Honolulu, Hawai'i in the federal or state courts of Hawaii, unless Parasol Events consents to another forum.  Contest Winners consents to the jurisdiction of the federal and state courts of Hawaii for the resolution of any action arising out of or relating to this Agreement, or arising out of or relating to the Contest.

• Force Majeure.   Parasol Events, the Honolulu Advertiser and the vendors will be in default for any failure or delay in performing any obligation hereunder (other than the payment of money) if such failure results from any cause not within its reasonable control, including, without limitation, fire, lightning, storm, flood, earthquake, governmental laws, regulations or other acts, sabotage, acts of the public enemy, war, riots or insurrection, or other acts of God; provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the nonperforming party through the use of alternate sources, work-around plans or other means (each a “Force Majeure Event”); and provided, further, that the parties shall perform their obligations to the maximum extent as soon as possible.  A party whose performance is prevented by a Force Majeure Event will give prompt written notice to the other party, and will devote its commercially reasonable best efforts to remedying the condition giving rise to such Force Majeure Event, to the extent possible, and to resuming performance promptly.  Parasol Events may by is not required to make alternative arrangements for the Contest Prize to the extent and for so long as affected by a Force Majeure Event.

• Full Power.    Each party hereto represents and warrants that it has full power and authority to enter into this Agreement, to assume the obligations hereunder and that the execution, delivery, and performance of this Agreement will not infringe upon the rights of any third party or violate the provisions of any other agreement to which such party is bound.

• Dispute Resolution.  The parties shall endeavor to settle all claims, controversies, or disputes arising out of or relating to this Agreement by mediation under the administration of Dispute Prevention and Resolution Inc. (“DPR”) per Mediation Rules in effect on the date of this Agreement.  If such action cannot be resolved through mediation, the Parties agree to submit this dispute to binding arbitration under DPR’s Arbitration Rules in effect on the date of this Agreement.  The Federal Arbitration Act, 9 U. S. C. Section 1-16, shall govern the arbitration.  Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  All dispute resolution proceedings will be conducted in Honolulu, Hawai‘i, unless mutually agreed otherwise by the Parties. Unless otherwise agreed, the Parties will select a mediator or arbitrator from the DPR Panel of Distinguished Neutrals. 

• Disputes with Other Contest Vendors.  In the event of a dispute or disagreement between Contest Winners and any other participating vendor arising in connection with the Contest Prize or this Agreement, the actions or decisions concerning this dispute or disagreement by Parasol Events intended to resolve the dispute or disagreement shall be final and binding on Contest Winners.

• Headings.  The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

• Counterparts. This Agreement may be signed in separate counterparts, all of which taken together shall constitute the agreement of the parties hereto.  Facsimile and/or scanned signatures transmitted by electronic mail shall be deemed originals.