This agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in the Lightspeed Research's Online Affiliate Program ("the Program") and the establishment of links from your web site to the Lightspeed Consumer Panel web site (us.lightspeedpanel.com) (the "Site").

It is agreed:

1. Enrollment and Lightspeed Link.

To enroll in the Program, complete and submit the application at http://affiliates.lightspeedresearch.com/Registration.do. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. We do not accept websites that promote sexually explicit material, violence, illegal activities, the violation of intellectual property rights, and discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age. If your application is approved, Lightspeed Research will notify you and will provide you with a website a link of Lightspeed Research's design and specifications (the "Lightspeed Link"). You agree to post the Lightspeed Link as specified by Lightspeed Research with no changes in content, appearance, design, format, tags or other specifications so that the Lightspeed Link conveys users directly to the Site, without displaying or performing any other advertisement, promotion or content (whether audio, visual, audiovisual or otherwise). Without limiting the generality of the foregoing, you agree that you will not, and will not permit any third party to, make use of any framing techniques or technologies, interstitial advertisements, pop-up windows, new consoles or other similar items or techniques in connection with the Lightspeed Link. The Lightspeed Link will include code to be provided by Lightspeed Research that initializes the affiliate tracking software used to determine your commissions. Lightspeed Research reserves the right to review your site periodically to ensure it meets Lightspeed Research's standards. You agree to remove the Lightspeed Link from your web site at Lightspeed Research 's request at any time for any reason.

2. Payments

In full consideration for your posting of the Lightspeed Link and subject to your compliance with the terms and conditions of this Agreement, Lightspeed Research agrees to pay you as follows:

1. Commission. You will receive payments for New Active Panelists, as follows: Subject to the terms and conditions of this Agreement, you will be paid seventy-five cents ($0.75) for each New Active Panelist. A "New Active Panelist" is defined as a new, unique panelist that satisfactorily completes both a registration survey and another online survey as determined by Lightspeed Research.



2. Payment Schedule and Limits. Notwithstanding any other provision of this Agreement:
(1) a minimum of 20 New Active Panelists must be provided by you each month in order for you to be entitled to a payment during the applicable month; if you do not reach 20 New Active Panelists, the balance of New Active Panelists shall be carried over to the next month and count toward the minimum and (2) in no event shall you be entitled to payment for more than the New Active Panelist Limit during any payment period, and the balance of such New Active Panelists in excess of New Active Panelist Limit shall not be carried over to the next payment period. The New Active Panelist Limit for any month shall mean the lesser of (a)10,000 New Active Panelists or (b)the number of New Active Panelists you have provided to Lightspeed Research prior to the time Lightspeed Research provides notice that it has achieved its quota of New Active Panelists for the month. Lightspeed Research will make monthly payments within thirty (30) days of the close of each calendar month during which such payments are due. Lightspeed will track the number of visitors from your site that become New Active Panelists via a webpage on your site, and Lightspeed's tracking numbers shall be the sole and exclusive numbers used for determining payments hereunder.

3. Lightspeed Research's Proprietary Information.

The Lightspeed Link graphics, copy and the copyright, trademarks and other intellectual property rights inherent in them will remain the sole property of Lightspeed Research. You are granted only a limited, revocable, non-exclusive right to use such materials only as expressly permitted herein. By posting the Lightspeed Link, neither you nor our agents or affiliates acquire any rights in any copyright, trademark or other intellectual property owned or used by Lightspeed Research. Any rights arising from use of Lightspeed Research 's trademarks pursuant to this Agreement inure to Lightspeed Research 's benefit.

4. Limitation of Liability.

LIGHTSPEED RESEARCH WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR LIGHTSPEED RESEARCH'S AFFILIATE PROGRAM, EVEN IF LIGHTSPEED RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, LIGHTSPEED RESEARCH'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE LIGHTSPEED RESEARCH ONLINE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

5. Your Responsibility.

You represent and warrant that (i) your are at least 18 years of age; (ii) if you are entering into this Agreement on behalf of a legal entity, you are authorized to enter into this Agreement on behalf of such entity and this Agreement constitutes a legal, valid and binding obligation, enforceable in accordance with its terms and (iii) your performance under this Agreement will not conflict with or violate any law, rule or regulation, any third party's rights, or any agreement to which you are bound. Without limiting the foregoing, you further agree (a) not to use unsolicited email, third party web site postings on message boards, news groups or the like, or other similar methods of mass messaging or any fraudulent or misleading means or techniques to attract New Active Panelists; (b)not to recruit on any websites that promote sexually explicit material, violence, illegal activities, the violation of intellectual property rights, and discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age and (c)to strictly adhere to our Email Rules. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. Lightspeed Research disclaims all liability for these matters. Further, the you will indemnify and hold Lightspeed Research and its employees, agents and affiliates harmless from all claims, damages, and expense (including without limitation attorney's fees) relating in any way to the development, operation, maintenance, and contents of your site or to your performance under or breach of this Agreement. If you are accepting this Agreement on behalf of a legal entity, all of your obligations hereunder shall also be deemed obligations of such legal entity.

6. Relationship of Parties.

You and Lightspeed Research are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Lightspeed Research 's behalf and will not make any statement, whether on its site or otherwise, that reasonably would contradict anything in this Section 6.

7. Term of this Agreement.

The term of this Agreement will begin upon Lightspeed Research's acceptance of this Agreement (which acceptance shall be in Lightspeed Research 's sole discretion) and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party ninety (90) days written notice of termination. Lightspeed Research may terminate this Agreement immediately if you are in breach of any material term hereof or if you fail to refer at least 1 New Active Panelists in any two full calendar months of the term of this Agreement. You are eligible to earn commissions only on New Active Panelists that enroll during the term. Notwithstanding any other provision of this Agreement, in the event that Lightspeed Research terminates this Agreement due to your breach, Lightspeed Research shall be entitled to retain (without limiting any other rights or remedies of Lightspeed Research) any and all payment amounts owed to you for New Active Panelists unless you affirmatively demonstrate to Lightspeed Research's satisfaction through clear and convincing evidence that such payment amounts were earned by you prior to the date such breach occurred.

8. Independent Investigation.

YOU ACKNOWLEDGE THAT YOU OR YOUR REPRESENTATIVE HAS READ THIS AGREEMENT AND YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT LIGHTSPEED RESEARCH MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE LIGHTSPEED RESEARCH ONLINE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT LIGHTSPEED RESEARCH MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AND THAT THE WARRANTIES OF FITNESS, MERCHANTABILITY, TITLE OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF DEALING OR PERFORMANCE ARE EXPRESSLY DISCLAIMED.

9. General.

This Agreement will benefit and bind the parties and their respective successors and assigns, contains a complete statement of all arrangements between the parties relating to its subject matter, and supersedes all existing Agreements between them relating to its subject matter. This Agreement may not be changed orally. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be construed as a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. All waivers must be in writing. The headings in this Agreement are solely for convenience of reference and will not affect its interpretation. This Agreement will be governed by and construed under the laws of the State of New York. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York.