Reso 2013-2140 - Laserfiche WebLink

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a) Advertiser grants to MHMC and any other party who is to publish the advertising described in this Agreement(each.a"Publishing Party)a non-exclusive,royalty-free.worldwide license in connection with this Agreement to(i)use,copy.adapt.reformat.recompile.manipulate, communicate by telecommunication.and/or modify any part of the Advertisers online advertising materials(the"Advertisements")for public performance.public display.and distribution:(ii)access.index.cache.and display the websites to which the Advertisements link.or any portion thereof.by many mean,including web spiders and/or crawlers:(iii)create and display copies of any text.images.graphics.audio.or video on the Web sites to which the Advertisements link or elsewhere:and(iv)distribute the Advertisements through the Webs lies.properties.applications, and/or devices described in this Agreement(the"Distribution Network"). h) Advertiser agrees that no Publishing Party shall have a liability for the Advertisements.Advertiser must provide all Advertisements to MHMC for review before any such Advertisement is published to the Distribution Network. A Publishing Party may refuse.reject.truncate.edit.cancel or remove any Advertisement or space reservation in its sole discretion at any time. Advertisements may be subject to inventory availability,and the final decision as to relevancy is at MHMC's discretion. MHMC does not guarantee that any Advertisement will be placed in.or available through.any part of the Distribution Network,nor does MI IMC guarantee that any Advertisement will appear in a particular position or rank. Advertiser agrees to indemnify and hold harmless each Publishing Party,any other entities that own or operate any part of the Distribution Network.and the subsidiaries and affiliates of each of the foregoing,and their respective directors.officers.employees,agents.third-party service providers.and third parties distributing the Ads via the Distribution Network(collectively.the"Indemnified Parties").from and against any and all damages.losses or expenses of any kind.whether actual or claimed(including reasonable attorneys' fees)(collectively."Claims") that arise out of or in connection with(i)any Advertisement.or any website(s)or material(s)that can be linked to through an Advertisement or (ii)Advertiser's breach of this Agreement. Advertiser agrees to be solely responsible for defending any Claim against an Indemnified Party. subject to such Indemnified Party's right to participate with counsel of its own choosing.and for payment of any and all judgments.settlements. damages.losses,liabilities.costs and expenses.including reasonable attorneys' fees.resulting from all Claims against an Indemnified Party. provided that Advertiser may not agree to any settlement that imposes any obligation or liability on an Indemnified Party without that party's express written consent. c) If a Publishing Party fails to deliver.by the end of the period specified in this Agreement.the aggregate number of Advertisements agreed herein.then Advertiser's sole and exclusive remedy is limited to the following,which the Publishing Party may choose in its discretion: (i)a refund of the charges representing the Advertisements that were undelivered:(ii)placement of the Advertisements at a later time in a comparable position as determined by the Publishing Party:and/or(iii)an extension of the term of this Agreement with a refund representing any remaining undelivered Advertisements at the end of such extended term. d) In the event of any i y rr r e c in publishing an Advemsement,the liability of any Publishing Party shall not exceed the cost of the time occupied by the error. In no event shall any Publishing Party's liability to Advertiser under this Agreement exceed the total amount paid or payable by Advertiser thereunder for online advertising. Claims for errors must be submitted by the Advertiser in writing within ten(10)days following the date on which the Advertisement is first published. Advertiser must notify MHMC of the error to enable MHMC to make the appropriate correction. Credit,if allowed.will be given in the form of re-publishing the correct Advertisement. No adjustment will he made where Advertiser is responsible for the error. e) No Publishing Party shall have any liability whatsoever in the event any act of God.the public enemy or government authority.labor dispute. war(whether declared or not).civil disobedience.riot or other occurrences beyond such Publishing Party's control shall in any way restrict or prevent the publishing of any Advertisement(s). t) MHMC does not guarantee any given level of audience. g) Any cancellation,change of date on which any Advertisement is to be published.and/or correction requested by Advertiser must meet MHMC's published deadlines. In the event Advertiser does not furnish Advertising in accordance with MHMC's deadline schedule. MHMC may,at its option.publish on behalf of Advertiser the last Advertisement provided as shall be necessary for Advertiser to comply with the terms of this Agreement. h) Terms and conditions submitted by Advertiser and/or Advertiser's forms of insertion order or copy instructions are not binding on MHMC or any other Publishing Party. Only the terms and conditions of this Agreement are binding. 16. Miscellaneous.Florida law shall govern the enforcement and interpretation of this Agreement.without regard to any conflict of law principles. The parties agree to submit to the exclusive jurisdiction of a court of competent jurisdiction located in Miami-Dade County.Florida. In any action to enforce or interpret this Agreement.Advertiser and MHMC waive a trial by jury. This Agreement may be executed 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 copy of this Agreement when fully executed shall be considered an original copy of this Agreement. Advertiser represents and warrants to MHMC that:(i)no additional consents.approvals or corporate actions are necessary for Advertiser to enter into this Agreement:(ii)execution of this 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 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)discontinue Advertiser's advertising:(ii)demand advance payment;or.(iii)terminate all agreements with Advertiser.This Agreement and any exhibits attached hereto contain the entire understanding between the parties and supersede any prior written or oral understandings.as well agreements.between them regarding the subject matter. 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 hereto and their respective permitted successor and assigns. The Agreement may not be assigned(by operation of law or otherwise)by Advertiser. In the event that ally provision contained in this Agreement or the application thereto to any circumstance is for any reason held to be invalid or unenforceable,such provision shall be ineffective to the minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms. 17. LIMITATION OF LIABILITY. IN THE EVENT OF ANY ALLEGED BREACH BY MHMC OF THE AGREEMENT OR ANY OTHER CLAIMS BY ADVERTISER OR ANY OTHER PARTY.MHMC SHALL IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL.DAMAGES. UNDER NO CIRCUMSTANCES SHALL MHMC BE LIABLE FOR DAMAGES IN EXCESS OF THE LESSER OF AN AMOUNT WHICH(I) EXCEEDS OF THE COST OF THE ADVERTISEMENT:OR,(II)THE AMOUNT ACTUALLY PAID BY ADVERTISER TO MHMC. MHMC's PAYMENT OF SUCH AMOUNT SHALL BE ADVERTISER'S EXCLUSIVE REMEDY AND AGREED UPON LIQUIDATED DAMAGES. MHMC HEREBY DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY SET FORTH IN TINS AGREEMENT AND ADVERTISER WAIVES Al.l. OTHER REPRESENTATIONS AND WARRANTIES.EXPRESS.IMPLIED.STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE.CUSTOM.USAGE IN THE TRADE OR OTHERWISE. 1/', Initials Rev 8/06/13