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<br />08/11/2006 12:42 3058188203
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<br />THE MIAMI HERALD
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<br />03
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<br />ADVERTISING TERMS AND CONDITIONS
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<br />Contract Terms. Advertiser !nu,t consume and pa~1 fer the minimum spac. indicated hcrein within one year from the ," Run Date (the "Minimum
<br />Amount''). Part-run lineage will be ..edilcd to full-run contract acbievement aU ratio of25%. III Nuevo Herald is credited on a 100% level for Re.1 Estate,
<br />llIId 25% levcl for Ilmploymcnt). If Advertise, fails III sstisfy the Minimum Commitment, Advertiser sball no' be entitled to .h. rates or discounts set forth
<br />berein and will be ,etroactiv,ly billed for all advenisi,ng during the Term at thc applicable then current standard published tate card rate (tbe "Correctoo-
<br />Rate", previously ,eferred to as "SHORTRATE"). Ad,'erti,er will pay MHMC any such Corrected-Rate balance immediately, Advertiser agt'ees to pay this
<br />Corrected-Rat<: in addition to all amounts paid or payablc by Advertiser unde, this Agreement. Payment of any Corrected-Rate does not count toward the
<br />Minimum Commitment.
<br />Earned Rating/Agreement Revi..... Advertisers will be billed at the earned nlte for advertising purchased. Earned Ratc means the lineage or inch lovel
<br />reached hy Advertiser at t)le conclusion of Ibe then expiring tenD ofrhe Agreement. Jf an advertiser satisfies the lineage, revenue or frequency levol required
<br />of their contract and qualifies for a lower eatned rate" they will be billed the lower carned rate beginning the next hilling period. No advertiser will receiv.
<br />llII automatic rebate on post advertising purch.... ",lely hy qualifYing for a lower earned rate during the contract tCnTL Bulk Lineage agreements 01C
<br />automatically _ewed for suecessivo 12 month periods at the Eam.o Level unless (i) Advertiser failed 10 meet tho lineage/frequency requirements in any 12
<br />month period ,or, (Ii) either parly givC$ written noti.., of cancellation at least 30 days prio, to tbe anniversary date of the Agreemcn~ MHMC reserves the
<br />right to review the volume of advertising placed on ~ quarterly basis and cancel this .ontraet at ils solo disCTetion, if advertising placed falls _% or more
<br />below the quartorly ave",ge of lineage or revenue nceded to fulfill the twelv..monlh contract amounl Failure of MHMC ro review the volume of
<br />advertising or cancel the contract for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate
<br />adjustmcnrs.
<br />OWJlenbip of Ads. MHMC retains all rights of o,,"ership in and to all advertisements designed 0' crcaled by MlIMC. Advcrriser grants MHMC a non-
<br />exclusive license to publish all camera-reedy adverthemcnts provided by Advertiser{ar provided on Advertiser'S behalf) to MHMC- MHMC is not obliged
<br />to return ads or ad materials '0 Advertiser and MliMC is not responsible far any damage or loss to any ads, copy, drawings, art or any other materials
<br />provided by Advertiser.
<br />Copyrighls. Advertiser hereby gronls a non-ex.JoJsive license to M}lMC for all copyrights and own,ership rights in any advertisement of Advertiser
<br />submitted for insertion in any publication ofMHM(;, including the right to publish, reproduce, display, ooap~ transmit, orplOduce derivarive works in any
<br />medium, including any digital electronic medium. AdYcrtisor outhoriz.es MHMC to bring suit in MHMC's dise~ian and at MHMC's expens. for any
<br />unauthorized use, reproduction, display, distn"bution, or performance ofadvert;semcnlos it appears in the Newspapers or for its unautborized alteration.
<br />Aeceptanee!Rejcctlon of Advertising. MHMC ro""rves tho right to revise, alter or ",jecI any advertiscment for any reason whatsoever, or to omit ads
<br />wilbout notice. MHMC may cancol any ad at its .ale discretion, even if prcviously accepted for publication. Advertising copy not timely submitted by
<br />Advertiser will be OICcluded. Special position for ad"ertiling is nal JlUaranleed but may be available for a premium and if agreed to in writing.
<br />PubUcation Erron and O",lssions. MHMC is nol Hoble for any omission of all or aoy ponian of any ad, nor is MJ\MC responsible for orders,
<br />aa.,cellations or corrections given by telephone, facsimile or t<:legraph. MHMC is also not liable for ...y CTl'O' in a published ad unless an advertising proof
<br />is requested in writing, Advertiser clearly marks any error in the advertising proof for corre.Uans, and M1iMC is notified of tho error in sufficiOllt time
<br />before publication, in wbich.... Advertiser's sale remedy is an appropriate ..edit 10 th. extent of the error up to Ibe cost ofthe first insertion of the error (if
<br />the", is more than one inconcct insertion, eredit sh:lll be aUowed only for the fitsl incorrect insertion).
<br />,MBMC's Rlpts Regarding Mecban,.al ,SpeelRi..llons. The Newspaper ",servos the right to alter any oovertisiog maleri.1 due to pross/production
<br />requirements. This reservation of righl includcs lile Newspaper's right to reduce Ihe .i.. of any advertisemenr as long as the advertilemont ll18intains tbe
<br />same proportion of the entire page. Advertising will be billed based an the spnce reserved/ordered.
<br />Unavoidable NOJlperronnante, MHMC is notlioble for failure to publisb Ids or distributo iUl publications because of flood, fire, rialS, strikes, terrorisls,
<br />storma. shortlgtS ofmaterial, orders of govcmm""~ railure of transportation, aets of God Or other causes beyond MHMC's control. In sucb an event, tbis
<br />Agreement will be extended far a period equal to rhe time during whi.h such performance wos nol possible.
<br />Mt.ceUaneous. Florida law shall govem the cnfor.anent ond intctpretation of this Agreement, without regard to any conllict anaw principles. The panies
<br />, agree to submit to lhe exolusive jurisdiction of a <<Iurt of eompetenl jurisdiction located in Miomi-DadeCounty, Plorida. This Agreement may be exe.uted
<br />in one or more eount<:rparts, e:leh of whieb shall constitute an original and all of which' shall constitute one and the same document. A legible facsimile
<br />copy oftbis Agreement when fully executed shllll be considered an original copy of this Agreement. Advertiser represents BOd wammts to MHMC that: (i)
<br />nO additional consents, approvals or cotporak notions arc necessary for Advertiser to enter into this Agreement; (ii) execution of this Agreement by
<br />Advertiser will not cause a breaeb or default in allY other agreement to which Advertiser is a party; and, (iii) Advertiaer is not insolvent, In Ihe' event of a
<br />filing by or against Advertiser of a petition und.r tit. Bankruptcy Cod., in its sole discretion" MJoIMC may (I) discontinue Advertiser's advertising; (ii)
<br />demand advance payment; or, (iii) tenninate l~l agreements witb Advertiser. This Agreemenl and any exhibits 8\taCbed bereto contain the entire
<br />understanding between the perties and supersede "'y pdor written or aro.l undcrsumdings, as well agreements, between tbe", regarding the subject matter.
<br />This Agreemenl shall not be modified execpt in writing signed by the porties. TJ>;s Agreement shall be binding upon and inure to the benefit of the porties
<br />hcreto and their respeelivc pcrmil1ed sw:ccssor and assigns. Th,e AgrcCtnent may not be assigned (by operation oflaw or otherwise) by Advertiser. In ,the
<br />event that any provision, contained in this Agreement or the application thercto ro any drcumstanee is for any reason held 10 be in",lid or unenforceable,
<br />su.b provision shall be ineffective to the minimmn exteut of such inwlidily or unenforceabiliry and the remsinde, of tbis Agreement will remain valid alld
<br />enforceable according to its terms., '
<br />L1l'<IlTATION OF L1AIl,lLlTY. IN TH1l EVIINT OF ANY ALLEGED BIUlACH BY MHMC OF TIlE AGIUlEMIlNT OR ANY OTHER CLAIMS BY
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<br />THE COST OF THE ADVERtlSEMllNT; OR, (11) THE AMOUNT AcrtlALLY PAlDBY ADVERTISER TO MHMC, MHMC's PAYMENT 01
<br />SUCH AMOUNT SHALL BE ADVERtlSBR'S EXCLUSIVE RBMEDY AND AGREED UPON LIQUIDATED DAMAGES. MHMC BEREB)
<br />DISCLAIMS ANY WARRANTlIlS NOT StEClPICALLY SET FORTIlIN TIllS AGREEMENT AND ADVERtiSER WAIVES ALL OTIlE.
<br />RBPRBSI!NTAtlONS AND WARRANTIES, EXPRESS, IMPJ.1IlD, STATUTORY OR ARISING BY COURSE OF DEALING OR PBlU'ORMANCE
<br />CUSTOM, USAGE IN THE TRADE OR OTllI!RWlSE.
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<br />lu.itial
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<br />Rev l-2l-06
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