In the absence of a written agreement signed by Knowledge Networks that expressly addresses the matters set forth below, for any interviews, surveys, analyses, or any other work or services performed by Knowledge Networks, either separately or in conjunction with others ("Work"), and any writings, reports, or materials generated or delivered by Knowledge Networks, either separately or in conjunction with others ("Materials"), the following terms and conditions apply:

1. Interest:
Payments are due thirty (30) days from the date of invoice. Payments not paid within thirty (30) days after the invoice date 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.

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.

3. Respondent Privacy:
The Client and its directors, officers, employees, consultants and agents are expressly prohibited fro m using any information about KN survey respondents for the purpose 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, the Client agrees to have any third parties who will have access to identifying information about KN survey respondents sign a nondisclosure agreement.

4. No Warranties:
Knowledge Networks does not make, and Knowledge Networks specifically disclaims, any representations or warranties, express or implied, regarding any materials or work, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, and any implied warranties arising from course of dealing or course of performance.

5. Limitation of Liability:
Under no circumstances will Knowledge Networks be liable to any other person or entity for indirect, incidental, consequential, punitive, special or exemplary damages (even if Knowledge Networks has been advis ed of the possibility of such damages and regardless of the theory of liability), arising from any work or materials, or any promises concerning the provision of work or materials by Knowledge Networks, such as, but not limited to, loss of revenue or anticipated profits or lost business. 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 any other person or entity exceed the fees paid to Knowledge Networks by such person or entity during the twelve months immediately preceding the claim by such person or entity, regardless of whether any action or claim is based on warranty, contract, tort or otherwise.

6. Governing Law; Arbitration:
Any Work or Materials, or promises concerning the provision of Work or Materials by Knowledge Networks, shall be governed by and interpreted under the laws of the State of California, without giving effect to applicable conflicts of law principles. Any dispute, claim or controversy of any kind arising in connection with, or relating to, any Work or Materials, or promises concerning the provision of Work or Materials by Knowledge Networks, shall be resolved exclusively by binding arbitration in San Mateo County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, by three (3) arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered into any court of competent jurisdiction.