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<br /> ADVERTISING TERMS AND CONDITIONS
<br /> 1. Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the 151 Run Date(the
<br /> "Minimum Amount"). If Advertiser fails to satisfy the Minimum Commitment,Advertiser shall not be entitled to the rates or discounts set forth
<br /> herein and will be retroactively billed for all advertising during the Term at the applicable then current standard published rate card rate(the
<br /> "Corrected Rate"). Advertiser will pay MHMC any such Corrected Rate balance immediately. Advertiser agrees to pay this Corrected Rate in
<br /> addition to all amounts paid or payable by Advertiser under this Agreement. Payment of any Corrected Rate does not count toward the Minimum
<br /> Commitment.For Preprints,Print and Deliver,Home Delivery Bags and Herald Notes,all insertion orders require specific instructions to manage
<br /> handling of shortage or overage of quantities.
<br /> 2. Earned Rating/Agreement Review.Advertiser will be billed at the Earned Rate for advertising purchased after the initial term."Earned Rate"
<br /> means the rate applicable to the linage,or frequency level reached by Advertiser at the conclusion of the then-expiring term of the Agreement.If
<br /> Advertiser satisfies the linage or frequency level required of its contract and qualifies for a lower Earned Rate,it will be billed at the lower
<br /> Earned Rate beginning the next billing period.No advertiser will receive an automatic rebate on past advertising purchases solely by qualifying
<br /> for a lower Earned Rate during the contract term.MHMC reserves the right to review the volume of advertising placed on a quarterly basis and
<br /> cancel this contract at its sole discretion,if advertising placed falls_%or more below the quarterly average of linage or frequency needed to
<br /> fulfill the contract amount.Failure of MHMC to review the volume of advertising or cancel the contract for any reason shall not be deemed a
<br /> waiver of the right to cancel in the future or to impose any applicable rate adjustments
<br /> 3. Payment Terms. All invoices(including applicable sales taxes)are due on the 20th of the month following insertion(s)and if not paid by the
<br /> 30th day of the month following the date of insertion(s)will be late(except for accounts designated by MHMC as weekly which are due within 7
<br /> days of the invoice date).Late amounts will bear interest at the maximum rate allowed by law. Advertiser shall pay all applicable taxes. If any
<br /> invoice is not timely paid,then MHMC reserves the right to suspend its performance at any time and/or cancel this Agreement without notice. In
<br /> the event of such a cancellation,all charges for advertising since the 1st Run Date will be re-invoiced to reflect the Corrected Rate,as described
<br /> herein. All disputes of any kind must be reported in writing to MHMC no later than 30 days from the date the invoice containing such disputed
<br /> item or such item will be deemed correct and conclusively accepted by Advertiser. Advertiser waives any claim after said 30-day period.
<br /> Submission of a written dispute notice by Advertiser shall not relieve Advertiser of its obligation to timely pay all undisputed amounts. Credits,
<br /> refunds or payments must be used or claimed within 2 years from the date of such credit,refund or payment or shall be deemed to have been
<br /> earned and correctly applied or paid. Unless agreed in writing,multiple discounts shall not apply for the same advertising purchase. MHMC is
<br /> not obligated to extend credit to Advertiser unless in writing. If Advertiser breaches this Agreement,Advertiser agrees to pay all of MHMC's
<br /> collection agency fees and expenses,investigation,court and litigation expenses along with attorney fees equal to the greater of:(i)25%of the
<br /> amount owed,or(ii)the amount awarded by the court. Sunday circulation and advertising rates will apply to the following holidays:New Years
<br /> Eve Day,New Year's Day,Independence Day,Labor Day,Thanksgiving Day,Day after Thanksgiving,Christmas Eve Day,Christmas Day,and
<br /> Day after Christmas.
<br /> 4. Obligations of Advertiser. Advertiser agrees to indemnify MHMC for any and all costs,claims,damages,and/or liability claimed against or
<br /> incurred by MHMC as a result of MHMC's publication of any advertising submitted by Advertiser(or submitted on behalf of Advertiser)to
<br /> MHMC. Advertiser represents,warrants and guarantees that any ad copy so submitted to MHMC is accurate,truthful and in compliance with all
<br /> copyright laws and all other applicable laws and regulations.
<br /> 5. Ownership of Ads. MHMC retains all rights of ownership in and to all advertisements designed or created by MHMC. Advertiser grants
<br /> MHMC a non-exclusive license to publish all camera-ready advertisements provided by Advertiser(or provided on Advertiser's behalf)to
<br /> MHMC. MHMC is not obliged to return ads or ad materials to Advertiser and MHMC is not responsible for any damage or loss to any ads,copy,
<br /> drawings,art or any other materials provided by Advertiser. Advertiser represents and warrants to MHMC that any advertisement submitted to
<br /> MHMC is original,does not violate any law,or infringe the copyrights,trademarks,trade name or patents of any other person,entity or
<br /> corporation,and contains no matter which is libelous,an invasion of privacy,and unlawful appropriation of name or likeness,or otherwise
<br /> injurious to the rights of any other person and that Advertiser has obtained all necessary consents prior to the submission of such advertisement to
<br /> MHMC.
<br /> 6. Copyrights. Advertiser hereby grants a non-exclusive license to MHMC for all copyrights and ownership rights in any advertisement of
<br /> Advertiser submitted for insertion in any publication of MHMC,including the right to publish,reproduce,display,adapt,transmit,or produce
<br /> derivative works in any medium,including any digital electronic medium. Advertiser authorizes MHMC to bring suit in MHMC's discretion and
<br /> at M1-IMC's expense for any unauthorized use,reproduction,display,distribution,or performance of advertisement as it appears in the
<br /> Newspapers or for its unauthorized alteration
<br /> 7. Acceptance/Rejection of Advertising. MHMC reserves the right to revise,alter or reject any advertisement for any reason whatsoever,or to
<br /> omit ads without notice.MHMC may cancel any ad at its sole discretion,even if previously accepted for publication.Advertising copy not timely
<br /> submitted by Advertiser will be excluded.Special position for advertising is not guaranteed but may be available for a premium and if agreed to
<br /> 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
<br /> advertising proof is requested in writing,Advertiser clearly marks any error in the advertising proof for corrections,and MHMC is notified of the
<br /> error in sufficient time before publication,in which case Advertiser's sole remedy is an appropriate credit to the extent of the error up to the cost
<br /> of the first insertion of the error(if there is more than one incorrect insertion,credit shall be allowed only for the first incorrect insertion).
<br /> 9. Cancellation policy for ROP premium Positions ROP premium positions defined as Spadeas,Double trucks,and Section A front page strips in Miami
<br /> Herald,el Nuevo Herald,Caliente and Yes(Sunday Select),publishing on January 1,July 4,February 14,February 17,May 26,September I,and during
<br /> November and December will be subject to a mandatory cancellation fee.Once advertiser reserves Publication Date(s)for ROP premium position(s)for
<br /> any of the positions and dates outlined,Advertiser cannot cancel or change that date(s)unless Advertiser delivers written notice of change or cancellation
<br /> to MHMC not less than seven(7)business days prior to publication date.If Advertiser's written notice is not timely,or if Advertiser otherwise fails to
<br /> keep the Publication Date for such premium positions,then unless the advertising runs as scheduled,Advertiser agrees to pay a cancellation fee equal to
<br /> 25%of reserved ad position amount.
<br /> 10. MHMC's Rights Regarding Mechanical Specifications.MHMC reserves the right to alter any printed advertising material due to
<br /> press/production requirements.This reservation of right includes MHMC's right to reduce the size of any advertisement as long as the
<br /> advertisement maintains the same proportion of the entire page.Advertising will be billed based on the space reserved/ordered.
<br /> 11. Unavoidable Nonperformance. MHMC is not liable for failure to publish ads or distribute its publications because of flood,fire,riots,strikes,
<br /> terrorists,storms,shortages of material,orders of government,failure of transportation,acts of God or other causes beyond MHMC's control. In
<br /> such an event,this Agreement will be extended for a period equal to the time during which such performance w.. -et possible.
<br /> 12. Clerical Errors. Incorrect rates on advertisements,which do not correspond to the rate card or as,otherwise secifi•din this Agreement,will be
<br /> regarded as clerical errors and such advertisements will be charged at the applicable rate for such advertise •nt at t - time of the signing of this
<br /> Agreement.
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