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AVV1;K1'1S1N(.r 1hKMS AN 1..) CUNULIIUNS
<br /> L Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the I"Rim Date.(the"Minimum
<br /> Amount"). If Advertiser fails to satisfy the Minimum Commitment,.Advertiser shall not be entitled to the rates or discounts set forth herein and will be
<br /> .retroactively billed for all advertising during the Term at the applicable then current.standard published rate card rate(the"Corrected Rate"). Advertiser
<br /> will pay MGJMC any such Corrected Rate balance immediately. Advertiser agrees to.pay this Corrected Rate in addition to all amounts paid or payable by
<br /> Advertiser under this Agreement. Payment of any Corrected Rate does not count toward the Minimum Commitment.For Preprints,Print and.Deliver,
<br /> Home Delivery Bags and Herald Notes,all insertion orders require specific instructions to manage handling of shortage or overage of quantities.
<br /> 2. Earned Rating/AgreeutentReview.Advertiser will be billed at the Earned Rate for advertising purchased after the initial term."Earned Rate"means the
<br /> rate applicable to the linage,or frequency level reached by Advertiser:at the conclusion of the then-expiring tetra»cif the Agreement.If Advertiser satisfies
<br /> Me Linage or frequency level required of its contract and qualifies for a lower Earned Rate,it will be billed atthe lower Earned Rate beginning-the next
<br /> billing period.No advertiserwill receive an automatic rebate-on past advertising purchases solely by qualifying for a lower Earned Rate during the contract
<br /> term,MHMC reserves the right to review the volume of advertising placed on a quarterly basis and cancel this contract at its sole discretion,if advertising
<br /> placed fails_%or more below the quarterly average of linage or frequency needed to fulfill the contract amount.Failure of MHMC to review the volume •
<br /> Of advertising or cancel the contract for any reason shall not he deemed a waiver of the right to cancel in the future or to impose any applicable rate
<br /> adjustments
<br /> 3. PaymentTerms. All invoices(including applicable sales taxes)are due on the 20th oldie month following insertion(s)and if not paid by the 30th day of
<br /> the month following the dale of insertion(s)will be late(except for accounts designated by MHMC as weekly which are due within 7 days of the invoice
<br /> date).Late amounts will bear interest at the maximum rate allowed by law. Advertiser shall pay all applicable taxes. If any invoice is not timely paid,then
<br /> MHMC reserves the right to suspend its performance at any time and/or cancel this Agreement without notice. In the event of such a cancellation,all
<br /> charges for advertising since the 1st Run Date will be re-invoiced to reflect the Corrected Rate,as described herein. All disputes of any kind must be
<br /> reported in writing to MHMC no later than 30 days from the date the invoice containing such disputed item or such item will be deemed correct and
<br /> conclusively accepted by Advertiser. Advertiser waives any claim after said 30•day period. Submission of a written dispute notice by Advertiser shall not
<br /> relieve Advertiser of its obligation to timely pay all undisputed amounts. Credits,refunds or payments must be used or claimed within 2 years from the
<br /> date of such credit,refund or payment or shall he deemed to have been earned and correctly applied or paid, Unless agreed in writing,multiple discounts
<br /> shall not apply for the same advertising purchase. MHMC is not obligated to extend credit to Advertiser unless in writing. if Advertiser breaches this
<br /> Agreement,Advertiser agrees to pay all of MHMC's collection agency fees and expenses,investigation,court and litigation expenses along with attorney
<br /> fees equal to the greater of:(i)25%of the'amount owed,.or(ii)the amount awarded by the court. Sunday circulation and advertising rates will apply to the
<br /> following holidays:New Year's Day,Independence Day,Labor Day,Thanksgiving Day,Day after Thanksgiving,Christmas Day,Day after Christmas and
<br /> Day after Super Bowl..
<br /> 4. Obligations of Advertiser. Advertiser agrees-to indemnify MHMC for any and all costs;claims,damages;and/or liability claimed against or incurred by
<br /> MHMC as a result of MHMC's publication of any advertising submitted by Advertiser(or submitted on behalf of Advertiser)to MHMC. Advertiser
<br /> represents,warrants and guarantees that any ad copy so submitted to MHMC is accurate,truthful and incompliance with all copyright laws and all other
<br /> applicable laws and regulations.
<br /> 5. Ownership pf Ads. MHMC retains all rights of ownership in and to all advertisements designed or created by Ml-iMC. Advertiser.grants MHrNIC a non-
<br /> exclusive license to publish all camera-ready advertisements provided by Advertiser(or provided on Advertiser's behalf)to MHMC. MHMC is not
<br /> obliged to return ads or ad materials to Advertiser and MHMC is not responsible for any damage or loss to any ads,copy,.drawings,art or any other
<br /> materials provided by Advertiser. Advertiser represents and warrants to MHMC that any advertisement submitted to MHMC is original,does not violate
<br /> any law,or..infringe the copyrights,trademarks,trade name or patents of any other person,entity or corporation,and contains no matter which is libelous,
<br /> an invasion of privacy,and unlawful appropriation of naive or likeness,.or otherwise injurious to the rights of any other person and that Advertiser has
<br /> obtained all necessary consents prior to the submission of such advertisement to MHMC.
<br /> 6. Copyrights. Advertiser hereby grants a non-exclusive license to MHMC for all copyrights and ownership rights in any advertisement of Advertiser
<br /> submitted for insertion in any publication of MHMC,including the right to publish,reproduce,display,adapt,transmit,or produce-derivative works in any
<br /> medium,including any digital electronic Medium. Advertiser authorizes.MHMC to bring suit in MI-1MC's discretion and at MHMC's expense for any
<br /> unauthorized use,reproduction,display,distribution,or performance of advertisement as it appears in the Newspapers or for its unauthorized alteration
<br /> 7. Acceptance/Rejection of Advertising. MH.MC reserves the right to revise,alter or reject any advertisement for any reason whatsoever,or to omit ads
<br /> without notice,MHMC may cancel any ad at its sole discretion,even if previously accepted for publication.Advertising copy not timely submitted by
<br /> Advertiserwill be excluded.Special position for advertising is not guaranteed but may be available for a premium and if agreed to in writing.
<br /> 8. Publication Errors and Omissions. MHMC is not liable for any omission of all or any portion of-any ad,nor is MHMC responsible for orders,
<br /> cancellations or corrections given by telephone,facsimile or telegraph. MHMC is also not liable for any error in a published ad unless an advertising proof
<br /> is requested in writing,Advertiser clearly marks any error in the advertising proof for corrections,and MHMC is notified of the error in sufficient time
<br /> before publication,in which case Advertiser's sole remedy is an appropriate credit to tare extent of the error up to the cost of the first insertion of the error
<br /> (if there is more than one incorrect insertion,credit shall be allowed only for the first incorrect insertion).
<br /> 9. Ml-IMC's Rights Regarding isiechanical Specifications.MHMCreserves the right to alter any printed advertising material due to Press/production
<br /> requirements:This reservation of.rigtt includes MHMC's right to reduce the size of any advertisement as long as the advertisement maintains the same
<br /> proportion of the entire page,Advertising will be billed based on the space reserved/ordered.
<br /> 10. Unavoidable Nonperformance. MHMC is not liable for failure to publish ads or distribute its publications because of flood,fire,riots,strikes,terrorists,
<br /> storms,shortages of material,orders of government,failure of transportation,acts of God or other causes beyond MHMC's control. In such an event,this
<br /> Agreement will be extended for a period equal to the time during which such performance was not possible.
<br /> I I. Clerical Errors. Incorrect rates on advertisements,which do not correspond to the rate cord or as,otherwise specified in this Agreement,will be regarded
<br /> as clerical errors and such advertisements will he charged at the applicable rate for such advertisement at the time of the signing-of this Agreement.
<br /> 12. Multiple Advertisers. Two or more advertisers will not be allowed to combine contracts,nor will advertising agencies be allowed to combine contracts of
<br /> their clients or accounts,unless the businesses advertised are under common ownership and prior approval of MIMIC has been obtained.
<br /> 13. Advertising Agencies. The obligations of Advertiser and its advertising agency(if any)hereunder shall he joint-and several.
<br /> 14. Non Self-Renewing Agreement. Advertiser acknowledges and agrees that this Agreement shall not self-renew,and is subject to termination by either
<br /> party without penalty upon 30 days prior notice to the other party after the expiration of the initial term of this Agreement.
<br /> 15. Online Advertising. Without limiting the generality of any provision ofthis Agreement,any online advertising which is subject to this Agreement is
<br /> subject to the following additional terms and conditions:
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