TERMS AND CONDITIONS

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE USING THE WEBSITE OR ANY RELATED PROPERTIES, SINCE THEY GOVERN YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING THE WEBSITE, YOU IRREVOCABLY AGREE TO BE BOUND BY THE TERMS. THESE TERMS MAY BE CHANGED AT ANY TIME BY NIELSEN WITHOUT NOTICE.

  1. Defined Terms: "SourceBook" means ASDSourceBook.com, a web site owned and operated by Nielsen Business Media, Inc. ("Nielsen"). "Seller" means, collectively, (i) the company or person that applied for SourceBook membership and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, guests and invitees, as applicable.

  2. Assumption of Risks; Releases: Seller expressly assumes all risks associated with, resulting from or arising in connection with Seller's use of, or participation in, SourceBook, including, without limitation, all risks of theft, loss, harm, damage, fraud or injury to or of any property, business or profits of Seller, whether caused by negligence, intentional act, accident, act of God or otherwise. Seller has sole responsibility for its property and any theft, damage or other loss to such property, including any subrogation claims by its insurer. SourceBook shall not be liable for, and Seller hereby releases it from, and covenants not to sue it with respect to, any and all risks, losses, damages and liabilities whether described in the Terms or not.

  3. Indemnification: Seller shall indemnify, defend (with legal counsel satisfactory to Nielsen) and hold SourceBook harmless from and against any and all claims, demands, suits, liabilities, damages, losses, costs, fees (including attorneys' fees and collection costs) and expenses which result from or arise out of or in connection with: (a) Seller's use of, or participation in, SourceBook; (b) any breach by Seller of any agreements, covenants, promises or other obligations under the Terms or any other contract, arrangement or agreement; (c) any matter for which Seller is otherwise responsible under any other contract, arrangement or agreement; (d) any violation or infringement (or claim of violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Seller; and (f) loss of or damage to property or the business or profits of Seller, whether caused by negligence, intentional act, accident, act of God, theft, or otherwise.

  4. Limitation of Liability: Under no circumstances shall SourceBook be liable for any lost profits or any damages including incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not advised of the possibility thereof. In no event shall SourceBook's maximum liability under any circumstance exceed the amount actually paid to Nielsen by Seller to use SourceBook during the preceding 12 months. SourceBook makes no representations or warranties, express or implied, regarding the number of leads, visitors, or page views generated by SourceBook or regarding any other matter.

  5. Qualifications of Seller: Nielsen, in its sole discretion, determines whether a prospective Seller is eligible to participate in SourceBook. Seller may be required to submit a description of the nature of its business and the items to be listed. Nielsen reserves the right to restrict or remove any company or product listing that Nielsen, in its sole discretion, believes is objectionable or inappropriate.

  6. Cancellation by Seller: Seller will not receive a refund if it cancels its SourceBook membership.

  7. Cancellation by Nielsen: Nielsen may terminate Seller's access to SourceBook at any time if Seller breaches any of its obligations under the Terms or any other contract or arrangement with SourceBook, without any obligation on Nielsen's part to refund any payments previously made and without releasing Seller from any liability arising as result of or in connection with such breach. If Nielsen removes a product or other Seller content that Nielsen considers to be objectionable or inappropriate, no refund will be due to Seller.

  8. Taxes and Licenses: Seller shall be solely responsible for obtaining all licenses, permits or approvals under federal, state or local laws applicable to its activities on SourceBook. Seller shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities on SourceBook.

  9. Intellectual Property: Seller shall not display any copyrighted material on SourceBook unless it has obtained all necessary rights and paid all required royalties, fees or other payments. Nielsen may refuse to permit Seller to display content that Nielsen reasonably believes infringe the rights of other parties. If Seller refuses to remove such content from display, in addition to any other remedies available, Nielsen may terminate Seller's access to SourceBook contract immediately without any liability to Seller or any other party.

  10. Observance of Laws: Seller shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations.

  11. Additional Terms and Conditions: Except as provided to the contrary in this contract, all monies paid by Seller shall be deemed fully earned and non-refundable at the time of payment. Seller shall conduct itself at all times in accordance with professionalism and normal standards of decorum and good taste. Seller may not assign, sublet or license its access to SourceBook or any right or obligation hereunder. By accessing SourceBook, Seller and its affiliates explicitly consent to receive email and other communications from SourceBook and associated businesses under 47 U.S.C. § 227 and any other applicable regulations.

  12. Incorporation of Rules and Regulations: Any and all matters pertaining to SourceBook and not specifically covered by the terms and conditions of this contract shall be subject to determination by Nielsen in its sole discretion. Nielsen may adopt rules or regulations from time-to-time governing such matters and may amend or revoke them at any time, with or without notice to Seller. Any rules and regulations are an integral part of the Terms and are incorporated herein by reference. Seller shall observe and abide by additional regulations made by Nielsen as soon as these additional rules or regulations are enacted by Nielsen.

  13. Governing Law: The Terms and Seller's actions in connection with SourceBook are governed by the laws of the State of New York, without regard to its conflicts of laws provisions. By accessing SourceBook, Seller irrevocably submits to the exclusive jurisdiction of the federal and state courts located in New York County, NY, which shall constitute the exclusive forum for the resolution of any and all disputes involving the Seller and Nielsen or arising out of, connected with or related to the Terms. Seller irrevocably waives any right to assert lack of personal or subject matter jurisdiction.

  14. Privacy Policy. A copy of Nielsen's privacy policy is located at http://www.nielsenbusinessmedia.com/privacy-policy.html, and is hereby incorporated by reference. If there exists any inconsistency between this Agreement and the Privacy Policy, the terms and conditions of the Privacy Policy shall take precedence.

  15. Entire Agreement: The Terms (including any additional rules or regulations adopted by Nielsen from time-to-time) represent the entire agreement between Nielsen and Seller relating to SourceBook and supersede any prior written or oral understandings, agreements or representations by or between Nielsen and Seller relating to SourceBook.