Purchase Terms and Conditions:

NELSEN CORPORATION ("Buyer") hereby orders certain goods identified in the attached purchase order (the “Order”) from the party identified therein (“Seller”) upon the following terms and conditions:

1.   PRICE - The price shall not be higher than that appearing in the Order, or if no price appears in the Order, then no higher than that last quoted by Seller.

2.   INSPECTION & ACCEPTANCE - Delivery of the goods shall not constitute acceptance of such goods. All goods to be purchased in the Order shall be subject to inspection and acceptance after delivery. Goods failing to meet the requirements in the Order and these Purchase Terms and Conditions will be held at Seller's risk and may be returned at Seller's expense. Any inconsistent or additional terms contained in any quotation or previous offer from Seller are hereby rejected unless expressly accepted in writing by Buyer within ten (10) days after the Order.

3.   SUBSTITUTION AND EXTRAS - No substitutions of materials or accessories may be made without Buyer's written consent. No charge will be allowed for extras, shipping, packing, crating, freight, express or other carrier's charges, unless designated on the Order. If Buyer designates a specific carrier for shipment in the Order, Seller agrees to use such carrier. If Seller fails to use such carrier, Seller shall be responsible for any increase in shipping costs to Buyer along with any other costs and expenses incurred by Buyer due to Seller's failure to use the designated carrier.

4.   CANCELLATION - In addition to any other rights which Buyer may have, Buyer reserves the right to cancel the Order in whole or in part, holding Seller responsible, if goods furnished under the Order or any shipment thereunder is not as specified or if delivery is not made when and as specified. Buyer may cancel the Order in whole or in part if Seller is adjudicated as bankrupt, if a petition under any bankruptcy act is filed against Seller, if Seller makes an assignment for the benefit of creditors, if a receiver of the property of Seller is appointed or if an action under any law for the relief of debtors is taken in respect of Seller. Upon the cancellation of the Order by Buyer, for any reason, in no event shall Seller be entitled to any damages, including, without limitation, any lost opportunity costs, unabsorbed overhead or anticipated profits as a result of such cancellation. TIME OF PERFORMANCE OF THE ORDER IS OF THE ESSENCE.

5.   IP INDEMNIFICATION - Seller warrants that it will defend, at its expense, allegations of any suit against Buyer or Buyer's customers respecting infringement of any U.S. or other letters patent or violation of any copyright, trademark or other intellectual property right, covering all or part of the goods furnished under the Order, their manufacture and/or their use and Seller will indemnify and hold harmless Buyer and its customers against any damages or liabilities, including, without limitation, attorney fees and court costs, arising therefrom. Further, Seller shall procure for Buyer or Buyer's customers the right to continue to use such goods, or replace it with substantially equivalent non-infringing or non-violating goods. Buyer shall reasonably notify Seller of any claim or suit for infringement.

6.   OVER-SHIPMENT - Goods shipped in excess of quantity ordered may be returned at Seller's expense, which expense shall include, but not be limited to, packing, crating, freight and express charges along with Buyer's labor costs.

7. TITLE & RISK OF LOSS - Unless otherwise specified in the Order, all risk of loss or damage and title to the goods furnished under the Order shall pass to Buyer upon delivery at Buyer’s facility, or, if not ever delivered to Buyer’s facility, upon delivery to Buyer's customer’s facility.

8.   WARRANTY - Seller represents that all goods, materials and/or services specified in the Order shall conform to the specifications and other descriptions upon which the Order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defect. Further, Seller hereby transfers and assigns to Buyer any and all warranties that are provided by any manufacturer of the goods, or parts therein, furnished hereunder with the understanding that Buyer will transfer and assign such warranties to its customers. Inspection, test, acceptance or use of the goods furnished hereunder shall not affect Seller's obligation under this warranty and such warranty shall survive inspection, test, acceptance and use. This warranty shall run to Buyer and its successors and assigns and its customers and users of its products and shall survive termination or cancellation of this contract. Seller agrees to replace or correct defects (including labor and transportation) in any goods or services not conforming to the foregoing warranty promptly without expense to Buyer, when notified of such non-conformity by Buyer. The warranties and remedies contained in these Purchase Terms and Conditions supplement the warranties and remedies provided by the Uniform Commercial Code, which warranties and remedies shall not be disclaimed or limited in any way by Seller.

9.   INDEMNITY -  Seller shall defend, indemnify and hold harmless Buyer against all damages, liabilities, claims, losses and expenses, either direct, indirect or consequential (including attorneys' fees), arising out of or resulting from any defect in the goods or services purchased hereunder or from any act or omission of Seller or its employees or agents or the original product manufacturer, unless caused by Buyer’s gross negligence. This indemnity obligation of Seller shall survive the expiration, termination or cancellation of this contract.

10.   COMPLIANCE WITH LAWS & REGULATIONS - Seller shall cause the goods purchased hereunder to be manufactured in strict conformity with federal, state and local laws, ordinances and regulations of any public authority applicable to this transaction.

11.   APPLICABLE LAW - The right and duties of the parties shall be determined under the laws of the State of Ohio and this contract shall be construed as an agreement made and performed in the State of Ohio. Further, Buyer and Seller agree to submit to the jurisdiction and venue of the local, state and federal courts located in Summit County, Ohio for purposes of resolving any claim or dispute arising out of this transaction and such parties hereby waive any defenses to the jurisdiction and venue of such courts.

12.   SET-OFF - If delivery is not made within the time specified herein, Buyer may purchase elsewhere and charge Seller the difference in price and/or Buyer may cancel the entire Order or any undelivered portion thereof. Payments due by Buyer to Seller may be offset against sums owed by Seller to Buyer.

13.   NON-WAIVER; SEVERABILITY - The failure of Buyer to insist on or enforce the strict performance of any of the terms of this contract, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon such terms or rights on any future occasion. If any provision of these Purchase Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.   CHANGES IN WRITING - The Order, along with these Purchaser Terms and Conditions, represent the final written expression of agreement between Buyer and Seller, constituting the entire contract between Buyer and Seller and superseding all previous communications, either oral or written. In the event the Order and these Purchase Terms and Conditions are inconsistent in any manner with a quotation or proposal from Seller, the Order and these Purchase Terms and Conditions shall be deemed a counteroffer and Seller's subsequent delivery shall be deemed Seller's acceptance of such counteroffer on the terms and conditions contained herein. No terms or conditions other than those set forth in the Order and these Purchase Terms and Conditions shall be effective unless said changes are reduced to writing and signed by both parties. Shipment by Seller of goods or materials under the Order shall be deemed to be an acceptance by Seller of the Order and these Purchase Terms and Conditions. Any different terms or conditions in Seller's acknowledgment of the Order or in Seller's invoice, regardless of whether such terms and conditions are material or not, shall not be binding unless expressly accepted in writing by Buyer. Buyer specifically objects to the inclusion of any different or additional terms or conditions by Seller in acknowledging, confirming or accepting the Order. If Seller does include different or additional terms and conditions in its acknowledgment, acceptance, confirmation, invoice or other written document sent in response to the Order, neither Buyer's acceptance of all or part of the goods nor Buyer's payment for the goods shall constitute acceptance of such additional or different terms, but instead the Order and these Purchase Terms and Conditions shall govern. Neither the Order, these Purchase Terms and Conditions nor any interest herein nor any claim arising hereunder shall be transferred or assigned by Seller without the written approval of Buyer.