|
<br />ADVERTISING TERMS AND CONDITIONS
<br />
<br />Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the 151 Run Date (the "Minimum
<br />Amount"). Part-run lineage will be credited to full-run contract achievement at a ratio of25%. EI Nuevo Herald is credited on a 100% level for Real Estate,
<br />and 25% level for Employment). 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 "Corrected-
<br />Rate", previously referred to as "SHORTRA TE"). Advertiser will pay MHMC any such Corrected-Rate balance immediately, Advertiser agrees to pay this
<br />Corrected-Rate in addition to all amounts paid or payable by Advertiser under this Agreement. Payment of any Corrected-Rate does not count toward the
<br />Minimum Commitment.
<br />Earned Rating/Agreement Review. Advertisers will be billed at the earned rate for advertising purchased. Earned Rate means the lineage or inch level
<br />reached by Advertiser at the conclusion of the then expiring term of the Agreement. If an advertiser satisfies the lineage, revenue or frequency level required
<br />of their contract and qualifies for a lower earned rate, they will be billed the lower earned rate beginning the next billing period, No advertiser will receive
<br />an automatic rebate on past advertising purchases solely by qualifying for a lower earned rate during the contract term. Bulk Lineage agreements are
<br />automatically renewed for successive 12 month periods at the Earned Level unless (i) Advertiser failed to meet the lineage/frequency requirements in any 12
<br />month period or, (ii) either party gives written notice of cancellation at least 30 days prior to the anniversary date of the Agreement. MHMC reserves the
<br />right to review the volume of advertising placed on a quarterly basis and cancel this contract at its sole discretion, if advertising placed falls _% or more
<br />below the quarterly average of lineage or revenue needed to fulfill the twelve-month contract amount. Failure of MHMC to 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 />adjustments.
<br />Ownership of Ads. MHMC retains all rights of ownership in and to all advertisements designed or created by MHMC. Advertiser grants MHMC a non-
<br />exclusive license to publish all camera-ready advertisements provided by Advertiser (or provided on Advertiser's behalf) to MHMC. MHMC is not obliged
<br />to return ads or ad materials to Advertiser and MHMC is not responsible for any damage or loss to any ads, copy, drawings, art or any other materials
<br />provided by Advertiser.
<br />Copyrights. Advertiser hereby grants a non-exclusive license to MHMC for all copyrights and ownership rights in any advertisement of Advertiser
<br />submitted for insertion in any publication of MHMC, including the right to publish, reproduce, display, adapt, transmit, or produce derivative works in any
<br />medium, including any digital electronic medium. Advertiser authorizes MHMC to bring suit in MHMC's discretion and at MHMC's expense for any
<br />unauthorized use, reproduction, display, distribution, or performance of advertisement as it appears in the Newspapers or for its unauthorized alteration.
<br />AcceptancelRejection of Advertising. MHMC reserves the right to revise, alter or reject any advertisement for any reason whatsoever, or to omit ads
<br />without notice. MHMC may cancel any ad at its sole discretion, even if previously accepted for publication. Advertising copy not timely submitted by
<br />Advertiser will be excluded. Special position for advertising is not guaranteed but may be available for a premium and if agreed to in writing.
<br />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 advertising proof
<br />is requested in writing, Advertiser clearly marks any error in the advertising proof for corrections, and MHMC is notified of the error in sufficient time
<br />before publication, in which case Advertiser's sole remedy is an appropriate credit to the extent of the error up to the cost of the first insertion of the error (if
<br />there is more than one incorrect insertion, credit shall be allowed only for the first incorrect insertion).
<br />MHMC's Rights Regarding Mechanical Specifications. The Newspaper reserves the right to alter any advertising material due to press/production
<br />requirements, This reservation of right includes the Newspaper's right to reduce the size of any advertisement as long as the advertisement maintains the
<br />same proportion ofthe entire page. Advertising will be billed based on the space reserved/ordered,
<br />Unavoidable Nonperformance. MHMC is not liable for failure to publish ads or distribute its publications because of flood, fire, riots, strikes, terrorists,
<br />storms, shortages of material, orders of government, failure of transportation, acts of God or other causes beyond MHMC's control. In such an event, this
<br />Agreement will be extended for a period equal to the time during which such performance was not possible.
<br />Miscellaneous. Florida law 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, This Agreement may be executed
<br />in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. A legible facsimile
<br />copy of this Agreement when fully executed shall be considered an original copy of this Agreement. Advertiser represents and warrants to MHMC that: (i)
<br />no additional consents, approvals or corporate actions are necessary for Advertiser to enter into this Agreement; (ii) execution of this Agreement by
<br />Advertiser will not cause a breach or default in any other agreement to which Advertiser is a party; and, (iii) Advertiser is not insolvent. In the event of a
<br />filing by or against Advertiser of a petition under the Bankruptcy Code, in its sole discretion, MHMC may (i) discontinue Advertiser's advertising; (ii)
<br />demand advance payment; or, (iii) terminate all agreements with Advertiser. This Agreement and any exhibits attached hereto contain the entire
<br />understanding between the parties and supersede any prior written or oral understandings, as well agreements, between them regarding the subject matter.
<br />This Agreement shall not be modified except in writing signed by the parties. This Agreement shall be binding upon and inure to the benefit of the parties
<br />hereto and their respective permitted successor and assigns. The Agreement may not be assigned (by operation of law or otherwise) by Advertiser. In the
<br />event that any provision contained in this Agreement or the application thereto to any circumstance is for any reason held to be invalid or unenforceable,
<br />such provision shall be ineffective to the minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and
<br />enforceable according to its terms,
<br />LIMITATION OF LIABILITY. IN THE EVENT OF ANY ALLEGED BREACH BY MHMC OF THE AGREEMENT OR ANY OTHER CLAIMS BY
<br />ADVERTISER OR ANY OTHER PARTY, MHMC SHALL IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. UNDER
<br />NO CIRCUMSTANCES SHALL MHMC BE LIABLE FOR DAMAGES IN EXCESS OF THE LESSER OF AN AMOUNT WHICH (I) EXCEEDS OF
<br />THE COST OF THE ADVERTISEMENT; OR, (II) THE AMOUNT ACTUALLY PAID BY ADVERTISER TO MHMC. MHMC's PAYMENT OF
<br />SUCH AMOUNT SHALL BE ADVERTISER'S EXCLUSIVE REMEDY AND AGREED UPON LIQUIDATED DAMAGES. MHMC HEREBY
<br />DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ADVERTISER WAIVES ALL OTHER
<br />REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE,
<br />CUSTOM, USAGE IN THE TRADE OR OTHER WISE, ~
<br />Initial
<br />Rev 6-26-06
<br />
<br />APPROVED AS TO FORM
<br />AND LEGAL SUFFICIENCY
<br />h.A....."'" AA~ ~
<br />HANS OTIINO'f, CITY ATTORNEY
<br />
<br />SIB
<br />
|