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<br />ADVERTISING TERMS AND CONDITIONS
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<br />Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the 1st Run Date (the "Minirnum
<br />Amount"). Part-run lineage will be credited to full-run contract achievement at a ratio of 25%. El Nuevo Herald is credited on a 100"10 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 "SHORTRATE"). Advertiser will pay MHPC 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 eamed rate for advertising purchased. Eamed 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 c~n~ and qualifies for a lower eamed rat,e, they will be billed the lowt;,r 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. MHPC 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 MHPC to review the volume of advertising
<br />or cancel the contract for any reason shall not be deemed a waiver ofthe right to cancel in the future or to impose any applicable rate adjustments.
<br />Ownership of Ads. MHPC retains all rights of ownership in and to all advertisements designed or created by MHPC. Advertiser grants MHPC a non-
<br />exclusive license to publish all camera-ready advertisements provided by Advertiser (or provided on Advertiser's behalf) to MHPC. MHPC is not obliged
<br />to return ads or ad materials to Advertiser and MHPC 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 MHPC for all copyrights and ownership rights in any advertisement of Advertiser
<br />submitted for insertion in any publication of MHPC, including the right to publish, reproduce, display, adapt, transmit, or produce derivative works in any
<br />medium, including any digital electronic medium. Advertiser authorizes MHPC to bring suit in MHPC's discretion and at MHPC'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. MHPC reserves the right to revise, alter or reject any advertisement for any reason whatsoever, or to omit ads
<br />without notice. MHPC 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. MHPC is not liable for any omission of all or any portion of any ad, nor is MHPC responsible for orders, cancellations
<br />or corrections given by telephone, facsimile or telegraph. MHPC is also not liable for any error in a published ad unless 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 error in sufficient time before publication,
<br />, 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 there is more than
<br />one incorrect insertion, credit shall be allowed only for the first incorrect insertion).
<br />MmC's Rights Regarding Meehanical 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 of the entire page. Advertising will be billed based on the space reserved/ordered.
<br />Unavoidable Nonperformance. MHPC 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 MHPC'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 MHPC 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, MHPC 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 pennitted 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 MHPC OF THE AGREEMENT OR ANY OTHER CLAIMS BY
<br />ADVERTISER OR ANY OTIIER PARTY, MHPC SHALL IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. UNDER
<br />NO CIRCUMSTANCES SHALL MHPC 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 MHPC. MHPC's PAYMENT OF SUCfI
<br />AMOUNT SHALL BE ADVERTISER'S EXCLUSIVE REMEDY AND AGREED UPON LIQUIDATED DAMAGES. MHPC HEREBY DISCLAIM~
<br />ANY WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ADVERTISER WAIVES ALL OTHER ~PRESENTATION~
<br />AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE JlI
<br />THE TRADE OR OTHERWISE.
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<br />Initial
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<br />Rev 4-7-04
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