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tI) Huveruser grrtits W IvrruVi..anU any uwer party wiiu is to pUGtlsll we auvCrtlatIIgUCbtA t/CU tU Ulq/AV CGIUGULACtmill,(I ruuualnug t a1Ly
<br /> non-exclusive,royalty-free,worldwide license in connection with this Agreement to(i)use,copy,adapt-reformat,recompile,manipulate,
<br /> communicate by telecommunication,and/or modify any part dale Advertiser's online advertising materials(the"Advertisements")for public
<br /> performance,public display,and distribution;(ii)access,index;cache,and display the websites to"which the Advertisements link,or any portion
<br /> thereof,by many mean,including web spiders and/or crawlers;(iii),create and display copies gaily text,images,graphics,audio,or video on the -
<br /> websitesto-wfiich the Advertisements link or elsewhere:and(iv)distribute the Advertisements through the websites,properties,applications,
<br /> and/or devices described in this Agreement(the"Distribution Network").
<br /> b) Advertiser agrees that no Publishing Party shall have a liability for the Advertisements.Advertiser must pmvide all Advertisements to MHMC
<br /> for review before any such Advertisement is published to the Distribution-Network. A Publishing Party may refuse,reject,truncate,edit,cancel
<br /> or remove any Advertisement or space reservation in its sole discretion at any time. Advertisements may be subject to inventory.availability;and
<br /> the final decision as to relevancy is at MHM.C's discretion. MHMC does not guarantee that any Advertisement will be placed in,or available
<br /> through,any part of the Distribution Network,nor does MHMC guarantee that any Advertisement Will l appear in a particular positionor rank.
<br /> Advertiser agrees to indemnify and hold harmless each Publishing Party,any other entities that own or operate any part of the Distribution
<br /> Network,and the subsidiaries and affiliates of each of the Foregoing.and their respective directors,officers,employees,agents,third-party
<br /> service providers,and third parties distributing the Ads via the Distribution Network(collectively,the"Indemnified Parties"),from and against
<br /> any and all damages,losses or expenses of any kind,whether actual or claimed(including reasonable attorneys'fees)(collectively,'Claims")
<br /> that arise out of or in connection with(i)any Advertisement,or any website(s)or material(s)that can be linked to through an Advertisement or
<br /> (ii)Advertiser's breach of this Agreement. Advertiser agrees to be solely responsible for defending any Claim against an Indemnified Party:
<br /> subject to such Indemnified Party's right to participate with counsel of its own choosing,and for payment of any and all judgments,settlements,
<br /> damages,losses,liabilities,costs and expenses,including reasonable attorneys'fees,resulting from all Claims against an Indemnified Party,
<br /> provided that Advertiser may not agree to any settlement that imposes any obligation or liability on an indemnified Party without that party's
<br /> express-written consent.
<br /> c) If a Publishing Party fails to deliver,by the end of the period specified in this Agreement,the aggregate number of Advertisements agreed
<br /> herein,then Advertiser's sole and exclusive remedy is limited to the following,which the Publishing Party may choose in its discretion: (i)a
<br /> refund of the charges representing the Advertisements that were undelivered;(ii)placement of the Advertisements at a later time in a comparable
<br /> position as determined by the Publishing Party;and/or(iii)an extension of the term of this Agreement with a refund representing any remaining
<br /> undelivered Advertisements at the end of such extended term.
<br /> d) In the event of any error in publishing an Advertisement,the liability of any Publishing Party shall not exceed the cost of the time occupied by
<br /> the error. in no event shall any Publishing Party's liability to Advertiser under this Agreement exceed the total amount paid or payable by
<br /> Advertiser thereunder for online advertising. Claims for errors must be submitted by the Advertiser in writing within ten.(10)days following the
<br /> date on which the Advertisement is first published. Advertiser must notify MHMC of the error to enable MHMC to make the:appropriate
<br /> correction. Credit,if allowed,will be given in the form of re-publishing the correct Advertisement, No adjustment will he made where
<br /> Advertiser is responsible for the error.
<br /> e) No Publishing Patty Shall have any liability whatsoever in the event any act of God,the public enemy or government authority,labor dispute,
<br /> war(whether declared or not),civil disobedience,riot or other occurrences beyond such Publishing Party's control shall in ally way restrict or
<br /> prevent the.publishing of any Advertisement(s).
<br /> f) MHMC does not guarantee any given level of audience,
<br /> g) Any cancellation,change of date on which any Advertisement is to be published,and/or correction requested by Advertiser must meet MHMC's
<br /> published deadlines. in the event Advertiser does not furnish Advertising in accordance with MHHMC's deadline schedule,MHMC may,at its
<br /> option,publish on behalf of Advertiser the last Advertisement provided as shall be necessary for Advertiser to comply with the terms of this
<br /> Agreement.
<br /> h) Terms and conditions submitted by Advertiser and/or Advertiser's forms of insertion order or copy instructions are not binding on MHMC or
<br /> any other Publishing Party. Only the terms and conditions of this Agreement are binding.
<br /> [6. Miscellaneous.Florida Jaw shall govern the enforcement and interpretation of this Agreement.without regard to any conflict of law principles. The parties
<br /> agree to submit to the exclusive jurisdiction of a court of competent jurisdiction located in Miami-Dade County,Florida. In any action to enforce or
<br /> interpret this Agreement,Advertiser and MHMC waive a trial by jury. This Agreement may be executed in one or more counterparts,each of which shall
<br /> constitute an original and all of which shall constitute one and the same document. A legible facsimile copy of this Agreement when fully executed shall
<br /> be considered an original copy of this Agreement. Advertiser represents and warrants to MHMC that:(i)no additional consents,approvals or corporate
<br /> actions are necessary for Advertiser to enter into this.Agreement;(ii)execution of this Agreement by Advertiser will not cause a breach or default in any
<br /> other agreement to which Advertiser is a party;and,(iii)Advertiser is not insolvent. In the event of a tiling by or against Advertiser of a petition under the
<br /> Bankruptcy Code,in its sole discretion,MHMC may.(i)discontinue Advertiser's advertising;(ii)demand advance payment;or,(iii)terminate all •
<br /> agreements with Advertiser.This Agreement and any exhibits attached hereto contain the entire understanding between the parties and supersede any prior
<br /> written or oral understandings,as.well agreements,between them regarding the subject matter. This Agreement shall not be modified except in writing
<br /> signed by the parties.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successor and
<br /> assigns. The Agreement may not be assigned(by operation of law or otherwise)by Advertiser. In the event that any provision contained in this Agreement
<br /> or the application thereto to any circumstance is for any reason held to be invalid or unenforceable,such provision shall be ineffective to the minimum
<br /> extent of such invalidity or uuenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms.
<br /> 17. LIMITATION OF LIABILITY. iN THE EVENT OF ANY ALLEGED BREACH:BY MHMC OF THE AGREEMENT OR ANY OTHER CLAIMS
<br /> BY ADVERTISER OR ANY OTHER PARTY,MHMC SHALT,IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL.DAMAGES.
<br /> UNDER NO CIRCUMSTANCES SHALL MHMC BE LIABLE FOR DAMAGES IN EXCESS OF THE LESSER OF AN AMOUNT WHICH(I)
<br /> EXCEEDS OF THE COST OF THE ADVERTISEMENT;OR,(II)TiHE AMOUNT ACTUALLY PAiD BY ADVERTISER TO MHMC. MHMC's
<br /> PAYMENT OF SUCH AMOUNT SHALL BE ADVERTISER'S EXCLUSIVE REMEDY AND AGREED UPON LIQUIDATED DAMAGES. M.IHMC
<br /> HEREBY DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY SET FORI'H.IN THIS AGREEMENT AND ADVERTISER WAIVES ALL
<br /> OTHER REPRESENTATIONS AND WARRANTIES,EXPRESS,IMPLIED,S'T'ATUTORY OR ARISING BY COURSE OF DEALING OR
<br /> PERFORMANCE,CUSTOM,USAGE IN THE TRADE OR OTHERWISE.
<br /> Initials
<br /> Rev 8/06/13
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