NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW.

1. Sponsor. The StarTribune.com 2009 Kids Halloween Costume Contest("Contest") is sponsored by The Star Tribune Company ("Sponsor"), located at 425 Portland Avenue, Minneapolis, MN 55488.

2. Eligibility. The Contest is open only to participants who, as of the entry date, are legal residents of Minnesota or Wisconsin and 12 years old or younger. The Contest is void in all other jurisdictions and where prohibited or restricted by law. Employees, officers and directors of Sponsor, UPICKEM, Inc. ("UPICKEM"), and their respective subsidiaries, affiliates, advertising and promotional agencies, and the immediate families (defined as parents, spouses, children, siblings, grandparents, and their respective spouses) or members of the same household (whether related or not) of each such employee, officer and director, are not eligible to enter. The Contest, and any website pages and advertisements relating thereto, is intended for viewing only within the jurisdictions where the Contest is offered and participants must be present in the United States or the District of Columbia at the time they enter.

3. Contest Entry Period. The "Contest Entry Period" begins at 10:00 a.m. Central Time ("CT") on Monday, September 21, 2009, and ends at 12:00 p.m. CT on Friday, October 2, 2009 OR until submissions reach a limit of 1,000 Photos, whichever comes first (the "Entry Deadline"). Sponsor's (or its designee's) computer is the official time-keeping device for the Contest.

4. How to Enter.

a. To enter, go to startribune.com/contests during the Contest Entry Period and follow the links and instructions to submit your entry information, including your Photo (as defined and described in Section 4(b) below). Each entrant (sometimes referred to herein as a "contestant") must completely fill out the online entry form, and submit the Photo in accordance with the on-screen instructions. All entries must be submitted online. Mailed or hard copy entries will not be accepted. All entries (including Photo submissions) must be received by Sponsor during the Contest Entry Period. Failure to submit all required information and submissions in the manner required in these Official Rules may result in disqualification. Entries will not be acknowledged or returned. Proof of submission will not be deemed to be proof of receipt by Sponsor. LIMIT: One (1) entry/Photo per person in the Contest.

b. Each entrant is required to submit to Sponsor an original photo (the "Photo"). Photos must depict a child (or children) of age 12 years or younger in a Halloween costume. Each contestant may submit no more than one Photo; each subject may be in no more than one accepted photo; duplicate photos will be eliminated; duplicate subjects will be eliminated; each photo may be entered only one time; each entrant must be 12 years of age or younger.

c. All submissions in the Contest (and all components of such submissions) by an entrant must be the entrant's own . By entering the Contest and submitting a Photo to Sponsor, each entrant has represented (i) that the entrant is the copyright owner of the Photo or has written permission from the copyright owner to enter the Photo in this Contest and to grant to Sponsor all rights necessary to use the Photo in the Contest, (ii) that the entrant has granted to the Sponsor an irrevocable license to publish, republish, distribute and copy the edited Photo an unlimited number of times in any print, electronic or other medium, and (iii) that the entrant has obtained from anyone identified or depicted in the Photo (or the parent or guardian of any child identified or depicted) all permission necessary to grant the Sponsor the foregoing license. Modifying, enhancing or altering a third party's preexisting work does not qualify as an entrant's original creation. Each submission must be in keeping with the Sponsor's positive image and may not be offensive or inappropriate, as determined by Sponsor in its sole discretion, nor can it defame or invade publicity rights or privacy of any person, living or deceased, or entity, or otherwise infringe upon any person' s or entity's personal, intellectual property or property rights or any other third party rights. All Photos (including related captions) must adhere to StarTribune.com standard terms and conditions for user-generated content located at http://www.startribune.com/termsofuse. Sponsor reserves the right, in its sole discretion, to disqualify any entry for any reason, including any entry Sponsor deems, in whole or in part, to be offensive, inappropriate or that is not in keeping with Sponsor's positive image. Any submission that does not comply with any aspect of these Official Rules may be rejected by Sponsor and the entrant disqualified. d. Each entry and related submissions, including, without limitation, all contents, concepts and ideas embodied therein, becomes the exclusive property of Sponsor, and will not be returned by Sponsor. Each entrant hereby irrevocably assigns to Sponsor, its successors and assigns, all right, title and interest in and to such entry and submissions, including, without limitation, all intellectual property and other proprietary rights without expectation of compensation or acknowledgement (other than the prize, if any, that is awarded to entrant as set forth in these Official Rules). Each entrant agrees that Sponsor and its successors, assigns, licensees and designees shall have the perpetual, irrevocable, world-wide and fully-transferable right (but not obligation) to use, modify, display, reproduce, make derivative works of, and otherwise exploit entrant's entry and submissions (or any part thereof) for promotional purposes in any manner or media whether now or hereafter existing and/or to otherwise use or commercially exploit any entry or submission (or any part thereof) or information or ideas contained within any entry or submission, all without further payment, consideration, attribution, notice or consent. Sponsor shall have no obligation to maintain any of the entries or submissions, or any information or ideas contained therein, as confidential or proprietary. Sponsor reserves the right to edit, modify, or abridge any such entry or submissions for any reason prior to use. e. All entrants and entries are subject to verification by Sponsor. Sponsor reserves the right to conduct a background check on any or all entrants, and Sponsor reserves the right to disqualify any individual based on such background check if Sponsor determines in its sole discretion that awarding a prize to any such individual might reflect negatively on Sponsor. Entrants will cooperate with Sponsor and its representatives in connection with any and all verification and background check activities, including, without limitation, signing and delivering background check authorizations.

5. Judging; Selection of Winners; Notification; Acceptance.

Top 50
From approximately October 5 to October 11, 2009, the Contest judges (using a series of up to 5 consecutive rounds, each featuring up to 200 of the up to 1,000 eligible Photos entered in the Contest by the Entry Deadline, divided into rounds via random selection) will select the top 50 Photos (10 Photos from each of the up to 5 consecutive rounds) through a combination of popular user vote and panel of Contest judges (weighted as follows: (A) popular user vote (45%); and (B) panel of Contest Judges (55%) (the "Standard Contest Weighting"). Contest Judges will judge Photos on the basis of overall appeal of the Photo, including, but not limited to, the appeal of the photo depicting the fun spirit of Halloween(the “Photo Criteria”). In the event of a tie, the tied entries will be re-evaluated against each other by the judging panel based on the Photo Criteria until the tie is broken.

Top 10
From approximately October 12 to October 16, 2009, the Contest judges will select the top10 Photos through a combination of popular user vote and panel of Contest judges, weighted via Standard Contest Weighting. Contest Judges will judge Photos on the basis of the Photo Criteria. In the event of a tie, the tied entries will be re-evaluated against each other by the judging panel based on the Photo Criteria until the tie is broken.

Winners
From approximately October 19 to October 25, 2009 one (1) first-place winner and nine (9) second-place winners will be selected from the top 10 Photos through a combination of popular user vote and panel of Contest Judges, weighted via Standard Contest Weighting. Judging in the Contest will be by a panel of individuals selected by Sponsor and who may also be employees or agents of Sponsor. Sponsor will announce the winners on or about Monday, October 26, 2009. In the event of a tie, the tied entrants will be reevaluated against each other by the judging panel based on the Photo Criteria until the tie is broken.

Entrants selected as potential winners must comply with all terms and conditions of these Official Rules, and winning is contingent upon fulfilling all requirements. Potential winners will be notified by phone or email. If a potential winner is not present at the time of the notification and a telephone message or email can be left by Sponsor at that time, he/she will have forty-eight (48) hours to accept the prize by returning Sponsor's call at the number provided by Sponsor or returning an email at the email address provided by Sponsor. The potential winner will be required to execute and return to Sponsor the following in order to claim his/her prize (collectively, the "Acceptance Documents"): (i) An Affidavit of Eligibility, a Liability Release and (except where prohibited by law) a Publicity Release in the form(s) provided by Sponsor, and (ii) any other prize acceptance documents in the form(s) provided by Sponsor. The Acceptance Documents must be returned to Sponsor by the date and/or time indicated by Sponsor.

If a telephone message or email cannot be left by Sponsor at a potential winner's phone number or email address when the Sponsor places the notification call or email, or if the potential winner does not return the notification call or email within forty-eight (48) hours of Sponsor's first attempt to contact the potential winner by telephone or email, or if the potential winner fails to return the Acceptance Documents within the specified time, or if the potential winner is found to be ineligible, or if the potential winner does not comply with the Official Rules, then the potential winner may be disqualified and an alternate potential winner selected by Sponsor in his/her place based on results of contest popular vote and panel of Contest Judges, via Standard Contest Weighting. In such event, an alternate potential winner will be notified by Sponsor by telephone or email as described above and will be required to return the required documents to Sponsor as described above; however, Sponsor, in its sole discretion, may adjust the above timing and delivery requirements to accommodate Sponsor's Contest schedule, and due to such schedule and timing, Sponsor may be unable to award the prize with respect to the disqualified potential winner. Sponsor is not responsible for the failure of a potential winner to receive Sponsor's telephone or email message or the Acceptance Documents for any reason, or for the inability of such potential winner to return Sponsor's telephone or email message or the Acceptance Documents for any reason. Winner agrees that he/she will not conduct or participate in any media interview regarding this Contest or any prize without the express prior written permission of Sponsor. Sponsor reserves the right not to select winners in this Contest if none of the entries meet the Photo guidelines and Photo Criteria set forth in these Official Rules.

6. Agreement to Official Rules and Decisions. By participating in the Contest, each entrant fully and unconditionally agrees to be bound by and accepts these Official Rules and the decisions of Sponsor and the judging panel (including, without limitation, decisions regarding eligibility of entries, the selection of winners, and the awarding of prizes), which are final and binding in all respects.

7. Prizes. A total of up to ten (10) prizes will be awarded in this Contest; one prize to the First Prize winner and up to nine (9) prizes to the Second Prize winners described above. LIMIT: One (1) prize per household. First Prize. One winner will receive the First Prize, which consists of and is limited to a $1,000.00 Visa Gift Card. Second Prizes. Up to 9 runners-up will receive a Second Prize, which consists of and is limited to a $100.00 Visa Gift Card. Prize must be accepted as awarded, and prize is awarded "AS IS" with no warranty, representation, or guarantee, express or implied, in fact or in law, made by Sponsor or for which Sponsor may be liable, including, without limitation, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. All costs and expenses not specified herein related to the prize or the award, acceptance or use thereof, including but not limited to transportation costs, lodging, meals, beverages, taxes (including income taxes), gratuities, insurance, healthcare expenses, surcharges and other expenses incurred with respect to the award, acceptance and use of the prize are the sole responsibility of the prize winner. A prize is non-transferable and non-assignable, and it is not refundable. No cash or other substitution may be made, except by Sponsor. Prize winner is fully responsible for any and all applicable federal, state and local taxes and assessments associated with prize award, receipt and use.

8. Publicity. Except where prohibited by law, participation in the Contest constitutes entrant's consent to Sponsor's (and its successors', assigns', licensees' and designees') use of entrant's name, biography, likeness, voice, photographs, video, opinions, hometown, state and country for promotional or other purposes in any manner or media (including, without limitation, online), worldwide, in perpetuity, and without further notice, payment, consideration or consent.

9. General Conditions. Sponsor reserves the right, in its sole discretion, to terminate, modify or suspend the Contest if, in Sponsor's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if viruses, bugs, unauthorized intervention, fraud, technical difficulties or failures or any other factor beyond Sponsor's reasonable control corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest. In such event, Sponsor reserves the right (but does not have an obligation) in its sole discretion to award the prizes based on the above voting and judging criteria from among eligible, non-suspect entries received up to the time of suspected impairment. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately damage any web site or undermine the legitimate operation of this Contest is a violation of criminal and civil laws, and, should such an attempt be made, Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

10. Release. By entering, each entrant forever and irrevocably releases and holds harmless Sponsor, its parents, subsidiaries and affiliates, and their respective agents, advertising, public relations and promotion agencies, affiliates, Contest partners (including UPICKEM), prize suppliers, and all of their respective employees, officers, directors, shareholders and agents from and against all claims, damages or liabilities arising in whole or in part, directly or indirectly, from entrant's participation and/or entry in the Contest; entrant's award, receipt or use of any prize awarded in the Contest; and entrant's participation in any prize or contest related activities.

11. Limitations of Liability. Neither Sponsor nor UPICKEM is responsible for: (a) incorrect or inaccurate transcription of entry information or late, lost, stolen, unintelligible, illegible, damaged, mutilated, altered, incomplete, misdirected entries or entries received through impermissible or illegitimate channels, all of which will be disqualified; (b) technical failures of any kind, including but not limited to the malfunctioning of any telephone, computer online systems, computer equipment, web site, server provider, network, hardware or software; (c) the unavailability or inaccessibility of any telephone, mail, website or service; (d) unauthorized intervention in any part of the entry process or the Contest; (e) printing, typographical, electronic or human errors which may occur in the offer or administration of the Contest or the processing of entries; or (f) any injury or damage to persons or property, including but not limited to entrant's computer, which may be caused, directly or indirectly, in whole or in part, from entrant's participation in the Contest, or from viewing, playing or downloading any material from Sponsor's or UPICKEM's web site(s), regardless of whether the material was prepared by Sponsor or a third party, and regardless of whether the material is connected to Sponsor's or UPICKEM's web site(s) by a hypertext link.

12. Disputes. Entrant agrees that: (a) any and all disputes, claims, and causes of action arising out of or connected with this Contest, or any prizes awarded shall be resolved individually, without resort to any form of class action, and solely and exclusively in a federal or state court located in Minneapolis or St. Paul, Minnesota; entrant submits to sole and exclusive personal jurisdiction to said courts in the State of Minnesota for any such dispute and irrevocably waives any and all rights to object to such jurisdiction; (b) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering this Contest but in no event attorneys' fees; and (c) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. 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 Contest shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to any choice of law or conflict of law rules of provisions (whether of the State of Minnesota, the United States, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Minnesota.

13. Data Collection. Sponsor collects personal information from entrants when they enter the Contest. The information collected is subject to the Privacy Policy of Sponsor located at www.startribune.com/termsofuse

14. Official Rules. These Official Rules are available online at http://startribune.upickem.net/engine/Rules.aspx?contestid=9671at the contest section of the website or by sending a self-addressed postage-stamped envelope to "StarTribune.com 2009 Kids Halloween Costume Contest– Rules Request", c/o Ann Kendall, The Star Tribune Company, 425 Portland Avenue, Minneapolis, MN 55488.

15. Winner's List. To request a list of winners, send a self-addressed postage-stamped envelope to "StarTribune.com 2009 Kids Halloween Costume Contest– Winners' List Request", c/o Ann Kendall, The Star Tribune Company, 425 Portland Avenue, Minneapolis, MN 55488. Requests must be received prior to November 16, 2009© The Contest and all of the related pages, contents and code are copyright The Star Tribune Company. Copying or unauthorized use of any copyrighted materials, trademarks or any other intellectual property without the express written consent of its owner is strictly prohibited.