Terms and Conditions of Sale

Last Updated: November 14, 2013

SALE TERMS

For any sale of goods or services by RM Acquisition, LLC d/b/a Rand McNally ("RM"), Buyer agrees to any invoices issued by RM to Buyer and the terms and conditions set forth herein (collectively the "Agreement"), which are in lieu of and replace any and all terms and conditions set forth on Buyer's purchase order/contract, specifications, or other document issued by Buyer. Any additional, different, or conflicting terms and conditions on any such document shall be wholly inapplicable to any sale made by RM and shall not be binding in any way on RM unless agreed to in writing and signed by an authorized representative of RM.

SUBSTITUTION AND PRICING POLICY

Pricing and product availability is subject to change without prior notice. Out of Print titles may be substituted with the latest edition or a comparable title. These titles may be shipped and billed at higher prices without prior written notification to Buyer.

TERMS OF PAYMENT

Unless otherwise agreed upon in writing by RM and Buyer, all payments are due and payable by Buyer to RM thirty (30) days from the date of invoice. All amounts past due shall incur interest at the rate of 1.5% per month or the highest rate permitted by law. In the event of a breach of these terms and conditions by Buyer and/or the referral of Buyer's account to a third party collection agency or attorney, Buyer shall pay all costs, including reasonable attorney's fees, incurred by RM to collect payments owing or otherwise enforce its rights hereunder. Buyer further understands that failure to pay invoices within approved payment terms may result in further shipments being suspended and its account being placed on credit hold. All payments shall be made to RM at the following address: P.O. Box 98904, Chicago, IL 60693. All shipments, deliveries and performance of work shall at all times be subject to credit approval by RM and any conditions of sale established by RM. As a result of the credit review process, RM may at any time decline to make any shipments or deliveries, perform any work, and/or impose such other terms or conditions or security arrangements as RM, in its sole discretion, deems appropriate. All shipments and deliveries are FOB ORIGIN.

BILLING DESCREPANCIES

Claims for errors in invoicing, billing, shortages, overages, non-receipt and freight charges must be made within sixty (60) days of invoice date, or they will be denied.

RETURNS POLICY

All products are sold non-returnable. Products with manufacturing defects may be returned within sixty (60) days of receipt for full credit or exchange. All such returns require a Return Material Authorization ("RMA") code prior to returning the product. You may call RM Customer Service at (800) 678-7263 to request an RMA code. RM is NOT responsible for, and will not issue credit for, returns of RM products purchased from any source other than RM. No credit will be given for affidavit returns of products with manufacturing defects unless authorized in writing by RM prior to such return. Returns should be packed properly to prevent damage in transit. Claims for return of products that become damaged in transit will be denied. All copies of the same title should be in the same carton. Each carton should contain an itemized listing of its contents. All returns must be shipped with freight prepaid, FOB Destination.

FORCE MAJEURE

RM shall not be liable for any failure of delivery, or delay in the delivery of any goods or services due to any cause beyond its control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, riots, wars, sabotage, labor disputes, acts of terrorism, yield problems, governmental actions, or inability to obtain materials, components, energy, manufacturing facilities, or transportation. In the event RM's production is curtailed for any reason, RM may allocate product availability at its discretion.

BREACH

Any one of the following acts by Buyer shall constitute a breach of these terms and conditions by Buyer: Buyer fails to make payment for any goods or services when due; Buyer fails to accept conforming goods or services supplied hereunder; the filing of a voluntary or involuntary petition in bankruptcy by or against Buyer, the institution of any proceeding in insolvency or bankruptcy (including reorganization) against Buyer, or an assignment for the benefit or creditors of Buyer; or any other act by Buyer in violation of any of the provisions of these terms and conditions. In the event Buyer breaches these terms and conditions in any manner set forth above, RM may (in addition to any other rights or remedies provided herein or at law or in equity), by written notice to Buyer, terminate the Agreement between Buyer and RM or any part thereof, without any liability to RM. Buyer shall pay all costs, including reasonable attorney's fees, incurred by RM to enforce its rights hereunder.

GENERAL

The validity, performance and construction of these terms and all sales hereunder shall be governed by the laws of the State of Illinois. All disputes shall be subject to the exclusive jurisdiction of the Illinois State Courts of Cook County, Illinois (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of Illinois), and Buyer consents to the personal and exclusive jurisdiction and venue of these courts. Buyer may not assign its rights nor delegate its obligations hereunder, by operation of law or otherwise, without the prior written consent of RM, which consent may be granted or withheld for any or no reason, and any purported assignment or delegation without such consent shall be of no force or effect. Any waiver by RM of any default by Buyer or RM's failure to enforce any provisions hereunder shall not be deemed to be a continuing waiver of such default or a waiver of any other default or of any of the terms and conditions of the Agreement between RM and Buyer. The terms and conditions of the Agreement may not be superseded, modified, or amended except in writing and signed by an authorized representative of each party hereto, provided, however, that RM may modify the manufacturing processes or specifications of the goods sold hereunder if such modification does not materially change the form, fit, or function of such goods. The Agreement between RM and Buyer, which expressly does not include any of the terms and conditions of Buyer's purchase order/contract or any similar document issued by Buyer, shall constitute (except for any Confidential/Non-Disclosure Agreement) the entire agreement between Buyer and RM with regard to the goods or services provided by RM, and expressly supersedes and replaces any prior or contemporaneous agreements, written or oral, relating to such goods or services. Buyer acknowledges that all or part of the goods may be manufactured, assembled or otherwise worked on at any of RM's or its subcontractors' facilities, domestic and foreign.

Notwithstanding anything to the contrary contained herein, RM shall not, under any circumstances, be liable to the Buyer or any third parties for consequential, incidental, special, punitive or exemplary damages whether in an action based on contract, tort (including negligence), breach of warranty or any other legal theory, arising out of or related to the transaction(s) contemplated hereunder, including but not limited to lost profits or loss of business, even if RM is apprised of the likelihood of such damages occurring.

Under no circumstances shall RM's total liability of all kinds arising out of or related to the Agreement between RM and Buyer or otherwise (including but not limited to any warranty claims hereunder), whether based on contract, tort or otherwise, exceed the total amount paid by Buyer to RM hereunder for the goods or services actually giving rise to such liability (the amount of such liability to be determined as of the date of any final judgment in such action).

The Company expressly reserves all rights and remedies which are available to it at law or equity including, but not limited to, rights and remedies set forth in the Uniform Commercial Code.