1. General Provisions:

a. Client acknowledges that it has read these terms and conditions, understands it, and agrees to be bound thereby, and further agrees that these terms and conditions, together with the Project Statement, constitutes the complete and exclusive statement of the agreement between the parties, and supersedes and merges all prior proposals, understandings, and all other agreements oral and written between the parties relating to the subject matter of the Project Statement.

b. Client acknowledges and agrees that: (i) the data provided pursuant to the Project Statement ("Data") is proprietary to and the confidential property of Knowledge Networks and constitutes valuable information in which Knowledge Networks holds all trade secret rights and copyrights; (ii) Client acquires no right(s) in the Data except to use the Data solely within Client's own organization and for Client's own business purposes in accordance with the Project Statement; and (iii) Client and its affiliates will not challenge the rights claimed by Knowledge Networks in the Data. Client agrees to treat the Data in the same manner as Client treats its own most confidential information, but in any event shall not exercise less than a reasonable degree of care. Client acknowledges and agrees that reports and the Data provided to Client by Knowledge Networks in electronic formats require additional caution to protect their confidentiality.

c. Unless otherwise expressly authorized in writing by Knowledge Networks in advance, Client agrees to hold the Data and the terms and conditions of the Project Statement in strict confidence and agrees not to sell, transfer, publish, display, provide, disclose, or otherwise make available all or any part(s) of the Data to one or more third parties, including any other non-subscribing units of its parent corporation(s).

d. Unless otherwise agreed in the Project Statement, Client shall be permitted to disclose and extend use of the Data to its employees and consultants (hereinafter collectively referred to as the "Agents") whose assigned duties reasonably require such disclosure and use, and only to the extent necessary to enable the Agents to reasonably perform their assigned duties. Client will take appropriate measures, by instruction, agreement or otherwise, to ensure compliance with the Project Statement by all of the Agents during their relationship with Client and thereafter. Client represents and warrants that it will instruct all of the Agents that they may not take any action(s) or fail to take any action(s) which is or are inconsistent with any duty, duties or obligation(s) imposed on Client pursuant to the Project Statement.

e. Client shall not use all or any part(s) of the Data for numerical or textual quotation(s) made available to one or more third parties or for advertising or public relations. Client shall not copy or reproduce in any form any or all of the Data and any or all of the hard copy of any type provided by Knowledge Networks to Client unless Client has received from Knowledge Networks express prior written authorization to do so. All copies and partial copies expressly permitted by the Project Statement, modifications, compilations, and derivative works in any and all media which contain or rely in whole or in part on any or all of the information contained in the Data or in such hard copy shall contain Knowledge Networks' trade secret and copyright notice. The Data shall at all times remain the exclusive property of Knowledge Networks.

f. Notwithstanding the above, Client shall have no obligations with respect to any information in or about the Data demonstrated to have already been known to Client before receipt of the Data, or otherwise is or becomes part of the public domain without violation of the Project Statement.

g. Knowledge Networks reserves the right, in exchange for a pro-rata refund, to change or cancel all or specific surveys, reports, or other deliverables based upon market support.

2. No License: Knowledge Networks does not grant to any other person or entity any copyright or other intellectual property rights in or license to any materials or work, or in any of Knowledge Networks' methods, tools, trademarks, logos, or other intellectual property. Knowledge Networks retains all rights in all materials and work. However, the Client owns all the survey data collected by Knowledge Networks under this agreement, and the Client is free to use these collected data in papers, articles, and other publications.

3. Limitations: Notwithstanding anything else contained in the Project Statement or these terms and conditions to the contrary, (i) all of Client's rights in and to the Data shall terminate in the event Client breaches any of its obligations contained in the Project Statement or these terms and conditions; (ii) in no event shall Client manipulate any of the Data or otherwise use the Data in any misleading manner or in an manner other than for the purposes contemplated by the Project Statement; and (iii) Client shall not engage in any activity which, in Knowledge Network's judgment is designed to distort any data being collected by Knowledge Networks.

4. Payments: Payments are due on the date(s) of payment indicated in the Project Statement. Payments not paid within thirty (30) days after such dates shall bear interest from the due date until the date paid at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. In the event of an early termination of a project, Client will be responsible for all costs incurred through the date KN is notified of the termination. In addition, Client may also be liable for a termination fee.

5. Respondent Privacy: Client, its directors and its Agents are expressly prohibited from using any information including video or audio recordings about Knowledge Networks' survey respondents for the purposes of identifying the respondents. The Data shall only be used for analyzing and reporting data at the aggregate level, and calibrating sample weights for statistical purposes. In addition, Client agrees to have any third parties who will have access to identifying information about Knowledge Networks survey respondents sign a nondisclosure agreement in a form reasonably acceptable to Knowledge Networks.

6. NO WARRANTIES: TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KNOWLEDGE NETWORKS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE DATA OR ANY OTHER MATERIALS OR WORK, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE, OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

7. Limitation of Liability: Under no circumstances will Knowledge Networks be liable to Client for indirect, incidental, consequential, punitive, special or exemplary damages (even if Knowledge Networks has been advised of the possibility of such damages and regardless of the theory of liability), arising from the Data or any other materials or work, or any promises concerning the provision of the Data or any other materials or work by Knowledge Networks, such as, but not limited to, loss of revenue or anticipated profits or lost business or goodwill or business interruption. These limitations shall apply notwithstanding any failure of essential purpose of any remedy. In no event shall Knowledge Networks' total liability for any damages or loss to Client exceed the fees paid to Knowledge Networks by Client pursuant to the Project Statement during the twelve months immediately preceding the claim by Client, regardless of whether any action or claim is based on warranty, contract, tort or otherwise. Knowledge Networks shall not be bound by any representations or statements not contained in the Project Statement, whether oral or in writing. Client acknowledges that the payments due pursuant to the Project Statement would be substantially higher were it not for the provisions of Sections 6 and 7.

8. Governing Law; Arbitration: [Any work, materials or promises concerning the Project Statement shall be governed by and interpreted under the laws of the State of California, without giving effect to applicable conflicts of laws principles. Any dispute, claim or controversy arising out of or relating to the Project Statement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in San Francisco, CA, before one arbitrator. The arbitration shall be administered by JAMS, pursuant to its Streamline Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall in the award allocate all or part of the cost of the arbitration, including the fees of the arbitrator and reasonable attorneys' fees, to the prevailing party.]

9. Force Majeure: Knowledge Networks shall not be liable in respect of the non-performance of any of its obligations under the Project Statement or these terms and conditions to the extent such performance is prevented by any circumstances beyond its reasonable control.

10. Invalid Term: Any term or condition which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and conditions. If any term or condition is so broad as to be unenforceable, such term or condition shall be interpreted to be only so broad as is enforceable.

11. Non-Waiver: Knowledge Networks' failure to enforce or declare a default or breach with respect to the Project Statement or any of its terms and conditions shall not be considered a waiver of Knowledge Networks' right to enforce or be protected by any other term or condition or, on a subsequent occasion, with respect to that particular term or condition.

12. Entire Agreement: The Project Statement and its terms and conditions constitutes the entire agreement between the Parties, and supersedes all other prior agreements and understandings between them, both written and oral, with respect to the subject matter hereof and thereof.