NURIZON, INC.
TERMS AND CONDITIONS OF SALE

I. Acceptance; Contract Formation

1. These terms and conditions of sale govern all transactions between Buyer and Seller for the delivery by Seller and use of Buyer of data medium and print products, hardware, newsletters, online-services (on Nurizon servers) and products that are made available in the form of intranet service (on client server).

2. These Terms and Conditions of Delivery apply to all future business transactions and do not have to be expressly agreed upon. Buyer is deemed to have accepted our terms upon acceptance of Seller’s goods or services.

3. Upon placement of a Purchase Order, Buyer is legally bound for a period of 14 days. The contract between the Buyer and Seller enters into effect upon Seller’s acceptance of Buyer’s Order, by delivery of the service or access data to the Service provided by Seller within the 14-day period. Automatically transmitted access confirmations do not constitute a binding acceptance of the Purchase Order without an additional declaration of acceptance

4. The terms of this Purchase Order may not be modified, superseded or amended except in a writing signed by an authorized representative of Seller. Each shipment received by Buyer shall only be upon the terms of this Purchase Order, notwithstanding any terms contained in any quotation, acknowledgment, invoice or other form of Seller, or Buyer's acceptance of, or payment for, any shipment or any other act.

5. All Offers are subject to confirmation. The price for products or services are those stated in the published list prices then in effect.

6. The right to withdraw a Purchase Order within the 14-day period does not apply to the delivery of products that have been specifically tailored to Buyer’s specifications or have been otherwise clearly been tailored to Buyer’s specific requirements.

II. Scope of Services

1. Delivery of Data Media. Where the Contract with Buyer is for the delivery of software on data media as well as the supplying of updated versions of software on new data media or such other delivery of goods, as may be necessary, then Seller is obligated to provide the Buyer in each instance with a copy of the data medium of the software and insofar as necessary, the required technical application (Dongle) needed to use the software and the goods, as well as the right of use described in Section V herein for the software stored on the data medium. Seller is not obligated to provide Buyer with separate documentation in reified form. The current update status will be indicated on the data medium.

2. Newsletter Subscription Where the contract with the Buyer is for a newsletter subscription, Seller is obligated to provide the newsletter in e-mail form (HTML –or text-format) as chosen by Buyer at the address provided by Buyer. Seller does not guarantee the receipt of the e-mail by Buyer. Buyer is entitled to a right of use with respect to the newsletter in accordance with Section V herein. Seller will make every effort to provide the latest up-to date information in the newsletter, but provides no guarantee whether such update is current to the day or week of issuance.

3. Use of Online-Services Where the Buyer is contracting for use of on-line services, Seller is obligated to provide the Buyer access to data banks in the agreed upon areas by means of remote data transmission. In this case, the Buyer is entitled to the right of use of the data banks content in accordance with Section V herein. The access may at times be unavailable or limited, when for example, maintenance work is being conducted on the Seller’s systems. Seller will endeavor to provide the most current state of information with respect to the on-line services, but Seller cannot guarantee that the content is current as of the day of use or in the week of use.

4. In General All services will be performed in a manner that is customary in the publishing industry. Seller reserves the right to modify the Products, when and insofar such modifications are reasonable taking the interests of the Buyer into account. Seller is entitled to employ such technical precautions as are suitable for the purpose of preventing a use on the part of the Buyer which would constitute a breach of contract. The services described in Section II. 1 – 3 do not give rise to any claims on the part of Buyer for completeness. Rather, they merely represent a selection of the variety of available materials, which Seller has chosen in accordance with Seller’s own discretion.

III. Buyer’s Obligations

1. The Buyer is obligated to make payment of the agreed upon compensation in accordance with Section 4.1 herein.

2. The Passwords provided to the Buyer must be held confidentially by Buyer and may not be disclosed to third parties. The Buyer is responsible for assuring that users in the Buyer’s employ will treat the passwords confidentially. In the event Buyer is made aware of any misuse of the Passwords, Buyer is obligated to immediately inform Seller thereof. In the event Seller suspects any misuse, Buyer will assist Seller in determining the origin or cause of misuse and abating such in a proper manner.

3. The Buyer is obligated to put in place the technical preconditions necessary in order to utilize Seller’s services (for example, installation of hardware, operating system, remote data transmission connections, internet access, browser-software, etc.) and to be able to comply with Seller’s operating and handling instructions.

4. The Buyer is obligated to cause all customary protective measures to be taken with respect to its computer systems to avoid system damage and data loss, particularly with respect to the installation of antivirus programs and regular data protection measures.

5. The Buyer is obligated to have the content of documents and information of third parties provided by Seller to be verified by appropriate secondary sources before relying thereon in making decisions involving monetary outlays.

6. In the event of possible defects in Seller’s provision of services, Buyer shall so notify Seller in writing along with a detailed description thereof.

IV. Price and Payment.

1. All orders are subject to the current price list on Seller’s website, “www.nurizon-software.com”, in effect at the time the Order is placed. Packing and transport costs will be added unless they are stated as included in the price list.

2. Delivery is made upon prepayment or cash on delivery (C.O.D). All invoices must be paid within 8 days of receipt thereof without deductions. Any different payment terms agreed upon must be expressly stated in writing by Seller.

3. All delivered Products remain in the ownership of Seller until Buyer has made full payment of Seller’s invoice. Late charges of one and one-half percent (1½ %) or the maximum permitted by law, whichever is less, per month on outstanding balances may be charged. All amounts due shall be payable in United States Dollars unless otherwise specifically agreed upon by Seller’s Order Acknowledgment.

4. All purchases are made subject to a 30-day money back guarantee. The 30-day period commences on the date of shipment of Products to Buyer. The amount credited back to Buyer is the invoiced price to Purchaser. And will be in the form of a credit to Purchaser’s credit card. Buyer is responsible for the return of the Products (including packing and shipping). The returned Product)s) must be in the original condition and contain all contents shipped to Buyer in conformance with Buyer’s Purchase Order.

V. Right of Use

1. The services provided by Seller relate to the sale of software and data banks, which are subject to intellectual property protection.

2. The Buyer is entitled to a non-exclusive, nontransferable right to use the content of the newsletters and data banks in accordance with the provisions of this Contract and the software license provisions. In other respects all rights to the software and contents remain in the Seller.

3. For services provided under Section II. 1, the right to use is granted without time limitations. If the services provided under Section II.1 also contain the right to access use of on-line services (for example, full texts, news, other publications, etc.), the right to use of the on-line services is limited to the duration of the Contract. For the services provided under Sections II.2 and II.3 the right to use is limited to the duration of the contract relationship.

4. The use of the software in accordance with Section II.1 is subject to Seller’s separate license terms. Insofar as services under Section II.2 are obtained, the authorized users are entitled to receive the newsletter, to print and save the same. The right to transmit the newsletters to third parties, either in whole or in part, must be separately agreed upon. Insofar as Services under Section II.3 are obtained the authorized Buyer is entitled to access the data banks, to perform research within the data banks and to use the downloaded documents and information for its own use. Buyer may save and print the search results and documents.

5. Other than the limitations contained in Section V.3 herein, Buyer’s right of use is not limited to any locality.

VI. Termination.

1. Seller may, at any time, terminate the Contracts for Services under Section II.1 in whole or in part, by written notice to Buyer.

2. Seller may, at any time, terminate the Contracts for Services under Section II.2 and II.3 by 2 month’s written notice to Buyer.

VII. Seller’s Performance

1. In the event of a material defect in the provision of goods or services, Buyer is entitled to insist on follow-on performance, either by Seller’s removal of the defect or replacement delivery of Products free of defect. Seller may, however, choose to decline the type of follow-up performance requested by Buyer, if such would result in disproportionate costs to Seller and another type of performance would be without material detriment to Buyer. In the event Seller delivers to Buyer Product that is free of defects as follow-on performance, Seller may demand the return of defective Product from Buyer.

2. In the event the follow-on performance is defective, the price of the service to Buyer may be reduced, or if Buyer so elects, he may terminate the Contract.

3. In the event Buyer elects to terminate under Section VII. 2, then Buyer is obligated to return the defective Product and provide compensation to Seller for the actual use of the services. To determine the value of goods/service received by Buyer, actual pro rata temporis linear value reduction is applied in comparing actual time of use with the prospective total time of usage.

4. Insofar as the Buyer or third parties have made changes to the Seller’s product, all rights of the Buyer are voided in the event of defects. In the case of software sales all rights are voided if the software is improperly installed or used. Any warranty is also excluded insofar as the defect is caused by conditions for which the Buyer is responsible, particularly, when the Buyer violates his cooperation obligations in accordance with Section III.3, 4 and and 6.

5. In the case of delivery of data media (Section II.1) the Buyer is obligated to inspect for completeness and functionality within 5 days following receipt of delivery. Any claims by Buyer based on defects will be barred after 12 months following receipt of delivery. If the products constitute consumer goods, claims are barred after 2 years following receipt of delivery.

VIII. Warranty

1. Claims for incomplete or improper delivery or claims for obvious or discovered defects must be communicated to Seller within five days of discovery of the defect. Claims thereafter will be excluded.

2. The Buyer’s right to rely on the warranty is further predicated on customer’s duty to perform inspections and its obligation to provide notification of a defect as required by law.

3. In case of legitimate complaints concerning defective goods or services, Seller will honor its warranty as set forth in Section VII hereinabove.

IX. Liability

1. Claims for damages because of defects arising from Seller’s delivery/service including consequential damages caused by the defect, due to unsuccessful repair or replacement shipment or breach of other contractual or precontractual obligations of any kind, regardless of the legal basis are excluded. This also applies to liability for claims made on the basis of non-contractual liability, especially on the basis of tortious acts.

2. The exemption from liability does not apply, to the extent that Seller has committed an intentional tort or gross negligence or where the liability is based on an express warranty. The exemption of liability also does not apply, if the culpable breach is with respect to essential contract obligations.

3. Seller is not liable for any damages arising out of failure to perform caused by force majeure events, technical circumstances not caused by Seller, interruptions of service for which Seller bears no responsibility which cause a temporary interruption of services to Buyer. Seller bears no liability for the correct functioning of infrastructure or transmission paths in the Internet or in a Buyer’s network, which do not fall within the scope of Seller’s responsibility.

X. Compliance with Law

Seller shall comply with the provisions of all applicable federal, state and local laws, regulations, rules and ordinances applicable to this Purchase Order and purchased Goods.

XI. Taxes

Except as otherwise provided, the prices stated do not include sales, use, excise or similar taxes applicable to the sale of Goods. All such taxes and charges shall be shown separately on Seller's invoice.

XII. Governing Law.

This Purchase Order and the acceptance of it shall, as provided herein, constitute a contract made in, and to be governed in all respects by the laws of the State of New York.

XIII. Notices.

Any notice required or otherwise given pursuant to this Purchase Order shall be in writing and shall be hand delivered, mailed certified mail, return receipt requested, postage prepaid or by recognized delivery service. Any notice to Buyer shall be addressed as follows: Nurizon, Inc., at 169 8th Avenue, Suite 5F, New York, NY 10011.. Any notices to Seller shall be directed to the address of Seller shown on the Purchase Order.