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13. Multiple Advertisers. Two or more advertisers will not be allowed to combine contracts,nor will advertising agencies be allowed to combine
<br /> contracts of their clients or accounts,unless the businesses advertised are under common ownership and prior approval of MHMC has been
<br /> obtained.
<br /> 14. Advertising Agencies. The obligations of Advertiser and its advertising agency(if any)hereunder shall be joint and several.
<br /> 15. Non Self-Renewing Agreement. Advertiser acknowledges and agrees that this Agreement shall not self-renew,and is subject to termination by
<br /> either party without penalty upon 30 days prior notice to the other party after the expiration of the initial term of this Agreement.
<br /> 16. Online Advertising. Without limiting the generality of any provision of this Agreement,any online advertising which is subject to this
<br /> Agreement is subject to the following additional terms and conditions:
<br /> a) Advertiser grants to MHMC and any other party who is to publish the advertising described in this Agreement(each,a"Publishing
<br /> Party")a non-exclusive,royalty-free,worldwide license in connection with this Agreement to(i)use,copy,adapt,reformat,recompile,
<br /> manipulate,communicate by telecommunication,and/or modify any part of the Advertiser's online advertising materials(the
<br /> "Advertisements")for public performance,public display,and distribution;(ii)access,index,cache,and display the websites to which
<br /> the Advertisements link,or any portion thereof,by many mean,including web spiders and/or crawlers;(iii)create and display copies
<br /> of any text,images,graphics,audio,or video on the websites to which the Advertisements link or elsewhere;and(iv)distribute the
<br /> Advertisements through the websites,properties,applications,and/or devices described in this Agreement(the"Distribution
<br /> Network").
<br /> b) Advertiser agrees that no Publishing Party shall have a liability for the Advertisements.Advertiser must provide all Advertisements to
<br /> MHMC for review before any such Advertisement is published to the Distribution Network. A Publishing Party may refuse,reject,
<br /> truncate,edit,cancel or remove any Advertisement or space reservation in its sole discretion at any time. Advertisements may be
<br /> subject to inventory availability,and the final decision as to relevancy is at MHMC's discretion. MHMC does not guarantee that any
<br /> Advertisement will be placed in,or available through,any part of the Distribution Network,nor does MHMC guarantee that any
<br /> Advertisement will appear in a particular position or rank.Advertiser agrees to indemnify and hold harmless each Publishing Party,
<br /> any other entities that own or operate any part of the Distribution Network,and the subsidiaries and affiliates of each of the foregoing,
<br /> and their respective directors,officers,employees,agents,third-party service providers,and third parties distributing the Ads via the
<br /> Distribution Network(collectively,the`indemnified Parties"),from and against any and all damages,losses or expenses of any kind,
<br /> whether actual or claimed(including reasonable attorneys'fees)(collectively,"Claims")that arise out of or in connection with(i)any
<br /> Advertisement,or any website(s)or material(s)that can be linked to through an Advertisement or(ii)Advertiser's breach of this
<br /> Agreement. Advertiser agrees to be solely responsible for defending any Claim against an Indemnified Party,subject to such
<br /> 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
<br /> Party,provided that Advertiser may not agree to any settlement that imposes any obligation or liability on an Indemnified Party
<br /> without that party's 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
<br /> agreed herein,then Advertiser's sole and exclusive remedy is limited to the following,which the Publishing Party may choose in its
<br /> discretion: (i)a refund of the charges representing the Advertisements that were undelivered;(ii)placement of the Advertisements at a
<br /> later time in a comparable position as determined by the Publishing Party;and/or(iii)an extension of the term of this Agreement with
<br /> a refund representing any remaining 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
<br /> occupied by the error. In no event shall any Publishing Party's liability to Advertiser under this Agreement exceed the total amount
<br /> paid or payable by Advertiser thereunder for online advertising. Claims for errors must be submitted by the Advertiser in writing
<br /> within ten(10)days following the date on which the Advertisement is first published. Advertiser must notify MHMC of the error to
<br /> enable MHMC to make the appropriate correction. Credit,if allowed,will be given in the form of re-publishing the correct
<br /> Advertisement. No adjustment will be made where Advertiser is responsible for the error.
<br /> e) No Publishing Party shall have any liability whatsoever in the event any act of God,the public enemy or government authority,labor
<br /> dispute,war(whether declared or not),civil disobedience,riot or other occurrences beyond such Publishing Party's control shall in any
<br /> way restrict or 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
<br /> MHMC's published deadlines. In the event Advertiser does not furnish Advertising in accordance with MHMC's deadline schedule,
<br /> MHMC may,at its option,publish on behalf of Advertiser the last Advertisement provided as shall be necessary for Advertiser to
<br /> comply with the terms of this Agreement.
<br /> h) Terms and conditions submitted by Advertiser and/or Advertiser's forms of insertion order or copy instructions are not binding on
<br /> MHMC or any other Publishing Party. Only the terms and conditions of this Agreement are binding.
<br /> 17. Miscellaneous.Florida law shall govern the enforcement and interpretation of this Agreement,without regard to any conflict of law principles.
<br /> The parties agree to submit to the exclusive jurisdiction of a court of competent jurisdiction located in Miami-Dade County,Florida. In any
<br /> action to enforce or interpret this Agreement,Advertiser and MHMC waive a trial by jury. This Agreement may be executed in one or more
<br /> counterparts,each of which shall constitute an original and all of which shall constitute one and the same document. A legible facsimile copy of
<br /> this Agreement when fully executed shall be considered an original copy of this Agreement. Advertiser represents and warrants to MHMC that:
<br /> (i)no additional consents,approvals or corporate actions are necessary for Advertiser to enter into this Agreement;(ii)execution of this
<br /> Agreement by Advertiser will not cause a breach or default in any other agreement to which Advertiser is a party;and,(iii)Advertiser is not
<br /> insolvent. In the event of a filing by or against Advertiser of a petition under the Bankruptcy Code,in its sole discretion,MHMC may(i)
<br /> discontinue Advertiser's advertising;(ii)demand advance payment;or,(iii)terminate all agreements with Advertiser.This Agreement and any
<br /> exhibits attached hereto contain the entire understanding between the parties and supersede any prior written or oral understandings,as well
<br /> agreements,between them regarding the subject matter. This Agreement shall not be modified except in writing signed by the parties.This
<br /> Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successor and assigns. The
<br /> Agreement may not be assigned(by operation of law or otherwise)by Advertiser. In the event that any provision contained in this Agreement or
<br /> the application thereto to any circumstance is for any reason held to be invalid or unenforceable,such provision shall be ineffective to the
<br /> minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its
<br /> terms.
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