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<br />3058188203 . THE MIAMI HERALD ~ . ~ AoJ :AGE 03
<br />ADVERTISING TERMS AND CONDITIONS II) I +iI'lL \ 'f.. 4J...-.
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<br />Contract'Terms. Advertiser must consume and pay for the minimum. space indicatcci berein within Ol1C year from the 1" R.un Date (the "Minimum'
<br />Amount"). Part-run lineage will be credited to full-run contract achievement at a ratio or 25 %. El Nuevo Herald is credited on a 10Cl'1rt level for Real Estlte,
<br />and 259& level for Bmployment). 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 biUed for an advertising during !he Term at the appliable !ben CIJJ1'eDt standard published rate card rate (the "Corrected.-
<br />Rate", previously referred to as "SaOR'IRATE"). Advertiser will pay MHPC any such Corrected-Rate balance immedta1Cly. Advertiser agrees to pay Ibis
<br />Corrected-Rate in addition to all ~mouDlS paid or payable by Advertiser under litis Agreemenl PaYl1'leot of any Corr=ted-Rate does Dot count tOward the
<br />Minimum Commitment.
<br />Earned RatinglAcrccment Review. AdvertiseR will be billed at the earned rate for advertising pul'Cbased. Eame4 Rate means the lineage or inch level
<br />reached by Advertiser at the conclusiOn of me then expiring term of the Agreement. If an aclVertiscr Satisfies the lineage, revenue or frequency IC'itl required
<br />of their contract BIld qualifies Cor a lower earned rate. they will b~ billed the Jower earned rate beginning rbe next billing ~od. No advertiser will receive
<br />an automatic rebate on past i1dver.tising purchases solely by qualifying for a lower earned rate during !he contract temL Bulk Lineage agreements are
<br />automatically renewed for sulXCSSive 12 month periods at If1c Earned Level unless (i) Ad.vertiser failed to meet the lineageJrtequency requirements in any 12
<br />month period or. (ii) either party gives written notice of cancellation 31 least 30 days prior to the anniversaI)' date of the Agreement.. MHPC reserves the
<br />right to review the volume of advertising placed OD a quanerJy basis and cancel this lXIntract at its sole discretion, if sdverti9ing placed falls _ % or more
<br />below the quarterly average of lineage or revenue needed to fulflll tbc twelve.month cxmtr'ad amount. 'Failure of MHPC to l'CYicw the volume of advenisins
<br />or cancel cbc contract for any tcasOn shall not be deemed a waiver of the right to c:ancel in \be fulUt'C or to impose any applicable rare adjustments.
<br />Ownersbip or Ads. MH:PC rctaiIIJ all rights of ownership in and to all advcrtiscmcnts designed or created by MHPC. Adveniser grants MHPC a non-
<br />exclusive license to publish all ~ready advertisemenlS provided by Advertiser (Dr provided on Adveniser's behalf) to MHPC. MHPC is not obliged
<br />to return ads or ad materials EO Advertiser and MHPC is not responsible for any d2mage or loss to any ads. copy, dmvings, an or any other rnaL1erials
<br />provided by Advertiser. .
<br />Copyript.'l. Advertiser hereby grants a non-ex:clusive license to MHPC for all copyrigh!5 and ownership rights in any advenisemenc of Advertiser
<br />submitted Cor insertiOD in any publication ofMHPC, including the right, to' publish, reproduce, display, adapt. ttansmit. or produce deriV21ive works in any
<br />medium, including any digital electrolric medium Advefli!er authorizes MHPC to bring suit in MHPCs discretion aoc:1 at MHPC's expense for any
<br />, unauthorized use., reprocIaction, display, distribution. or petfol"mSllCC of adverdsemeDt as it appears ill the Newspapers or for its UIJaIltbcrized alteration.
<br />AcceptanceIReJedloll or AdTel1isiDg. MHPC reserves the right to revise. aller or ~ect my advertisement (or any reason wbatsoc:ve:r, or to omit ads
<br />without uotice. MHPC may cancel. any ad. at its sole disaetion, even if pre'Yicusly acc:cpCcd fur plIblication. AdYenising copy not timely submitted by
<br />Advertiser win be excluded. Special position for advertising is not gummfl:CCl but may be available for a premium and if agreed to in writing.
<br />. Pub6cation Errors and Omissious. MHPC is IIOt liable for any omission of all or any portion of any ad, nor is MliPC responsible for oniers, cancellations
<br />or co~ons given by telephone, facsimile or telegraph. MHPC is also DOt liable for any error in a published ad I11Ilcss an advertising proof is requested in
<br />writing, Advertiser clearly marks any error in the advertiSing proof for corrections, and MHPC is notified of the cnor in sufficient time before publication.
<br />in which case Advertiser's sole remedy is an appropriate credit to the extent of the mor up to lbe CQSt of the :first insertion of the ermr (if there is more than
<br />one incorrect insertion, credit sball be allowed only for tbe first incorrect insenion).
<br />MHPC's Rights :Bqardiog Ma:baalc:al Specificalions. The Newspaper reserves tbe right to- Iller any adveJtising DWerial due to press/production
<br />reqUirements. This reservation of right includes the Newspaper's right to reduce the si7~ of any 8dvcrtiscment as long as the advertiSeuJe1l.t maintains the
<br />same proportion of the entire page. Advertising will be billed. bascti on the space reservedlordered.
<br />Unavoidable Nonperformance. MHPC is not liable for failure to publish ads or distribute its publications because of flood, fire, riots. strikes. tmnrists,
<br />StOmlS. aholtlgcs of material, orders of gov~ failure of transponar:ion. acts of God or other causes beyond MHPC's control In such an event, this
<br />Agreement will be extended for a period equal to tbc time during which such pcrfo1mance was not possible.
<br />MiscclJmeous. Plonck law shall govern the enfotccment and interpretation of this Agreement, without regacd to any conflict of 1a\V priDcipJes. 1:'he panics
<br />agree to submit to rhc exclusive jurisdictiOll of a cour.t of competent jurisdiction located in Miami-Dade County, Florida. This Agreement may be e.xeCllted
<br />-in ooe or more counmparts, each of which shall COOSt1UltC an original md aU of which sbal1 cons1itlltc one and the same document A legible facsimile
<br />copy of this Agreement when tUlly ~ccuted shall be considered an original capy of Ibis Ag1eement Advertiser rqnsents and warrantS to MHPC that; (i)
<br />no additional con.~s, approvals or corpontc actions are fteces58l}' for Advertiser ID eIlter into this Agreement; (ii) eltecutioD of this Agreement by
<br />Advertiser will not cause a breach or defwlt in any or:ber agreement to which Advertiser is a party; and, (iil) Advertiser is not insolvent. In the event of a
<br />fiIiDg by or against Advertiser of. petition. under tIJe Bankruptcy Code, in its sole disaetiou, MHPC may Q> discontinue Advertiser's advertising; (ii)
<br />dcmatId advance payment; or, (ill) temJinate all sgreCJDeDts with Adv=tiscr. This Agreement and. any exhibilS ar:tached hereto contain the entire
<br />understanding between the putie$ and. supersede any prior writteo or oral mders[aDdings, as well agreements, between them regarding the subject matter.
<br />This AgreemenlshaU not be modified ~t in writiug signed. by the: parties. 'Ibis Agr:eeJllet\t sl1all be bindiog l1pOIl and inure to !be benefit of the parties
<br />.herero and their respective pennitfJed S\1CC:Cssor and assigns. The Agreement may not be assigned (by operation or law or ~ise) by AdveJiiscr. In the
<br />event Ibat any provision mnt:lined in this Agreemen.t or Ihc application thereto ro any ci.rcum$tance is for any reason held to be invaijd or uneDfotceable,
<br />such PNvision shall be: ineffective to the minimum extent of such invalidity or unenfon:eabiltl)' and the remainder of this Agreement wUl remalD valid and
<br />enforceable according to il! tc:mJs.
<br />LlMlTATION OF UABD..ITY. IN' nlE EVENT OF ANY ALLEGED BItBACH BY MHPC OF THE AORE.EMENT OR ANY OTHER. CLAIMS BY
<br />ADVERTISER. OR ANY O'I'HER PART'(, MHPC SHALL IN NO EVENT BE LIABLE FOIt SPECIAL OR CONSeQUENTIAL DAMAGES. 'UNDER
<br />NO CIRCUMSTANCES SRALL MHPC BE UABLB FOR DAMAGES IN EXCESS OF 1HB LESSER OF AN AMOllNT WHICH (I) EXCEEDS OF
<br />THE COST OF THE ADVEB.TISEMENTj OR, (tt) nIB AMOUNT ACl1.TALLY PAID BY ADVERTISER TO MHPC. MHPC's fA YMENT Of SUCH
<br />AMOUNT SHAlL BE ADVBRTlSBR'S EXCLUSIVE REMEDY AND AGRBBD UPON UQUlDATE.D DAMAGES. MHPC HER.eBY nlSC1.AJMS
<br />ANYWARRAN'l1ES NOT SPECIFICALLY SET FORm JNTHIS AGREEMENT AND ADVER.TISER WAIVES ALLonmR REPRESENTATIONS
<br />AND WARRANl'IES, EXPRESS, lMPLIBD, STAroTOR,Y OR ARISING BY COURSE Of DBALlNG OR PERFORMANCE, CUSTOM. USAGE IN
<br />lHB TRADE OR OTImRWIS:E.
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<br />1219/15/212103
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<br />14:51
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<br />kev 7.9.02
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