IPSOS Affiliate Program Agreement

Background

This IPSOS Affiliate Program Agreement ("Agreement") is made by and between you ("You") and Ipsos Interactive Services U.S., Inc., a Delaware corporation, on behalf of itself and its affiliate Ipsos Interactive Services Canada Limited Partnership, a Canadian limited partnership (collectively, “IPSOS”). The IPSOS Affiliate Program consists of a series of affiliate Campaigns operated by IPSOS for the recruitment of panelists for market research panels owned or managed by IPSOS. The IPSOS Affiliate Program ("Program") consists of various Web site publishers and other distributors of information ("Publishers") driving Internet viewers ("Visitors"), via Internet connections ("Links") published by the Publishers, to an IPSOS panel registration Web site page (a "Registration Page") in exchange for financial compensation payable by IPSOS to the Publishers ("Payouts") based on the number of panel registrations ("Transactions") completed as between IPSOS and the Visitors.

1. Participation in Programs.
(a) Acceptance by IPSOS. During the term of this Agreement, You may apply to participate in one or more individual Programs for the opportunity to earn Payouts by promoting IPSOS in accordance with this Agreement. Upon approval by IPSOS for acceptance into the Program, You may display (and remove) Links to the appropriate Registration Page in accordance with this Agreement. An IPSOS acceptance of You extends only to the entity, or individual, that enters into this Agreement with IPSOS, and only to the pertinent Program. IPSOS may reject Your application for any reason, or no reason. Among other things, IPSOS may reject Your application if Your Web site provides a list of links and/or advertisements but no content, is primarily intended to profit from the sale of advertisement spots, is "under construction" or is otherwise not operating at a fully functional level, is not language specific with respect to the particular Program, offers incentives to Visitors to view ads by clicking on them or signing up to offers similar to those of IPSOS, includes spawning process pop-ups and exit pop-ups, does not have a top-level name, and does not receive a minimum of 100 page views per month.
(b) Program Terms. The details of a Program (and of any discrete promotional "Campaigns" within a Program) shall be available through the Ipsos Affiliate Program’s Web site (the "Program Site"), which is located at https://affiliates.ipsos.com Transactions qualifying for a Payout and the amounts of the Payouts will be defined by IPSOS for each Campaign. IPSOS may change any Payout rate upon prior electronic notice through the Program Site.
(c) Prohibited Uses of Links.
(i) Locations. You may not place Links to the Program Site or a Registration Page (collectively, "IPSOS Sites") in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks. Publishers using IRC channels, instant messages or similar Internet resources must so designate their program.
(ii) Non-Bona Fide Transactions. You must promote IPSOS such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to the pertinent Registration Page from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You are the Visitor. Multiple registrations from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions. Without limiting the generality of the foregoing, You expressly agree not to take or permit others to take any actions that would cause persons other than bona fide Visitors who desire in good faith to become Panelists of IPSOS to register as panelists on the Registration Pages, and not to otherwise artificially cause the number of Visitors who register on the Registration Pages to become artificially inflated. You acknowledge that any such activity will constitute fraud, and that if such fraud occurs IPSOS may pursue appropriate legal action against You. IPSOS actively monitors for fraudulent activity. Among other things, IPSOS may investigate accounts that have click-through rates that are much higher than industry averages without extenuating justification, have only click programs generating clicks with no indication by site traffic that those clicks can be sustained, have generated leads that IPSOS determines have been fraudulent, or use fake redirects, automated software or other means to generate clicks or leads. In the event that IPSOS, in its sole discretion, detects or suspects any such fraudulent activity from Your account or Your Program activity, You will immediately be suspended without notice pending further investigation by IPSOS according to Section 6(b) herein. If such fraud consists of Your addition or inflation of leads or clicks (including, but not limiting, pre-population of forms), You will forfeit Your entire commissions otherwise due to You for all Campaigns, and Your Account will be terminated, in IPSOS’s sole discretion.
(d) Updating Links. If Links to IPSOS are not dynamically updated through the Program site, upon notification You are obligated to update an IPSOS Link in order to earn Payout.
(e) IPSOS’s Content. You may not, without the prior written consent of IPSOS, alter the materials’ content or format that IPSOS provides you for publication, or append it to any extraneous materials, or distribute it or publish it except precisely pursuant to this Agreement and the pertinent Program instructions. You may not create your own banner ads or other advertising creatives or text to substitute for that provided by IPSOS. You may not create the appearance that IPSOS’s offer is being offered by You.
(f) Interfering or Malicious Code. You will not insert or transmit to Visitors any interstitials, parasiteware, parasitic marketing, shopping assistance applications, toolbar installations, or shopping walls from the time a Visitor clicks on the link to pertinent Registration Page until the time the Visitor has fully exited the Registration Page and no materials from that Registration Page can be viewed by the Visitor. You will not insert or transmit to Visitors or IPSOS any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or any other malicious or disabling code.

2. Publisher Obligations to IPSOS.
(a) Accurate, Up-to-Date Information. You agree to provide IPSOS with accurate information about You and Your promotional methods, and to maintain up-to-date "Account" information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as "special" for identification as such by you and review by IPSOS.
(b) Your Content and Promotional Methods. You represent, warrant and covenant that all promotional means used by You (including without limitation all of Your Web sites) will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, threatening, harassing, bigoted, hate-oriented, illegal, and/or promoting illegal goods, substances, services or activities), and will not traffic in or promote pornographic materials, software pirating, hacking, phreaking, phishing, spoofing, reing, pyramid schemes, gambling, any rewarding schemes, sports betting, other illegal investments or money-making opportunities, gratuitous profanity, sexual services, or discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age), and that You will not mislead others or cause deception or confusion in any respect, including with respect to IPSOS’s panels and IPSOS itself, or otherwise dilute the quality of the IPSOS offering or of the goodwill of IPSOS. You agree to: (i) use ethical and legal business practices and perform this Agreement and other instructions from IPSOS with due care, in a professional and competent manner, (ii) comply with the pertinent Program and Campaign terms and instructions and this Agreement, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate Your Publisher Account as "special" if You promote a Campaign by any means other than displaying a Link to IPSOS’s Registration Page(s) on Your Web site. IPSOS must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in IPSOS's sole discretion. IPSOS’s affiliate marketing team reviews Publisher conduct, and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the IPSOS Sites, is grounds for immediate termination of this Agreement and/or deactivation of Your Account.
(c) Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications, as well as IPSOS’s own emailing guidelines. Without limiting the generality of the foregoing, if You will be sending emails on behalf of IPSOS, You agree that You will have obtained affirmative, documented opt-in elections from each and every email recipient (mere prior business relationship with the recipient is insufficient), You will have lawfully obtained, received, transferred and used their email addresses, You will send any particular email offer only once to any recipient, You will use Your own ISP for sending emails, You will place Your correct name and email address in the "From" line of the email, You will properly identify Yourself in the body of the email message, You will give your correct return email address and full physical address, You will facilitate requests to "unsubscribe" from future emails, and You will provide recipients with an active link to a working "unsubscribe" page. You will supply IPSOS at the outset of your participation in the IPSOS Affiliate Program with the IP addresses of all servers that you use in distributing emails, so that IPSOS may check your history with appropriate anti-spam organizations. If IPSOS receives any complaints regarding any emails dispatched by You, upon IPSOS’s request You will furnish IPSOS with the pertinent source information such as time, date, IP address and content of the emails together with the applicable opt-in documentation. You represent, warrant and covenant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders may not usurp a Transaction that might otherwise result in a Payout to another Publisher or interfere with competing IPSOS/ publisher referrals.
(d) Personally Identifiable Information of Visitors. You will not enable the Pixel Tracking Code (as defined in Section (f) below) to collect personally identifiable information of Visitors that would allow IPSOS to personally identify Visitors, except for those Visitors who complete and confirm registration through a Registration Page.
(e) Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including IPSOS's tracking technology, use of cookies and options for discontinuing use of such cookies. You will not seek, obtain or retain the identities, email addresses, IP addresses or other personal information of Visitors who click the links to the Registration Pages, and You will not retain the email addresses of individuals appearing on any email suppression lists supplied by IPSOS. To the extent You nevertheless come into possession of such information, You will keep it confidential and not transfer it to others or use it for Your own benefit. You also agree (i) not to match or combine such email addresses or IP addresses with any other personally identifiable information of the pertinent individuals, (ii) not to place any cookies on the computers of Visitors who click on the link except as necessary to facilitate the tracking of recruitment transactions for purposes of the pertinent Program, and (iii) not to enter or attempt to enter any of IPSOS’s servers or otherwise attempt to follow any Visitor data once it has been transmitted to IPSOS’s servers.
(f) Applicable Codes and Code Maintenance. In order for IPSOS to record the tracking of Visitors' Transactions resulting from clicks on Links to IPSOS’s Registration Pages promoted by You, You must include and maintain an IPSOS "Pixel Tracking Code" within the IPSOS Links. All IPSOS Links and all advertisements ("Ad Content") must be in a format that is compatible with IPSOS’s requirements.
(g) Usage and Security of Account. You shall be responsible for all usage of and activity within Your Account and for loss, theft or unauthorized disclosure of Your password (other than through IPSOS's negligent or willful conduct or omission). You shall provide IPSOS with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account, and you shall cooperate with IPSOS in seeking to remedy any such circumstance.

3. IPSOS's Services and Payments.
(a) Tracking Transactions and Payouts. IPSOS shall determine actual Payouts to be credited to Your Account.
(b) Refunds. IPSOS may apply a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of: (i) duplicate entry or other clear error; (ii) non-bona fide Transactions; or (iii) Your failure to comply with IPSOS's Program terms or instructions or other agreement with IPSOS ("Refund"). Refunds may be applied to Your Account at any time, including with respect to previous payment cycles.
(c) Access to Tracking and Reporting Tools. IPSOS shall provide You with access to tracking and reporting tools, and to support services. From time to time IPSOS may offer optional services for a fee. Fees for such optional services are at IPSOS's then-current published rates or as may be quoted by IPSOS, and are payable in advance or may be off-set against Your positive Account balance (at IPSOS's discretion). IPSOS may make available, for fees that IPSOS shall publish from time to time, enhanced reporting capabilities and other services that are not published on theProgram Site.
(d) Support. Support for you is available on-line through the "FAQs" and "Contact Us" areas in the IPSOS Program site.
(e) Facilitating Payment of Payouts. Subject to other provisions in this Agreement, IPSOS shall credit Your Account with a Payout for each qualifying Transaction in accordance with IPSOS's Payout rate and Program and Campaign terms and instructions for the relevant Transaction, all as set forth on the Program Site. On the 30th day of each calendar month, IPSOS will issue to You any positive balance in Your Account via PayPal or any other payment method offered by IPSOS for Transactions reported for the previous month, provided Your Account balance exceeds the required "Minimum Account Balance." The Minimum Account Balance is currently set to $25.00 USD (U.S. dollars) but can change at any time, at IPSOS’s sole discretion. If Your Account Balance is less than $25.00 USD in any given month, Your Account Balance will be carried over into the following month. Any changes to the Minimum Account Balance or payment method will be communicated to You with prior written notice. You may elect to receive payment in any of the currencies that IPSOS supports (as may be amended from time to time by IPSOS). The conversion rate shall be determined in accordance with IPSOS's operating standards using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Refunds, as calculated by IPSOS, shall be final and binding on You.
(f) Bonus and Incentives. From time-to-time, IPSOS may offer You bonuses and incentives in addition to the regular Payout for Transactions, at IPSOS’s sole discretion. IPSOS will notify you of such additional payments in the Program Site and may include additional Terms besides these Terms to accompany such payment schemes.

4. Proprietary Rights.
(a) In General. You acknowledge that as between IPSOS and You, IPSOS owns all right, title and interest in and to the content and format of IPSOS’s advertisements, the IPSOS Sites, the computer code that generated the same, any email suppression list that IPSOS may supply, and all recruitment leads, identities and related Visitor addresses and/or any other personal data that may be generated by the Program or a Campaign. IPSOS hereby grants You the limited, revocable license and right to use the content and format of the advertisements only for purposes of fulfilling the Program and the Campaigns in which you participate and in accordance with the terms and instructions pertaining to the Program, the Campaigns and this Agreement, but for no other purposes; You may not use, copy, transfer or make derivative works from the advertisements except as expressly contemplated herein and in the Program and Campaign instructions; and upon the conclusion of Your participation in the Program or a Campaign Your rights to use the advertisements will terminate, You will promptly and permanently delete and destroy all copies of them, and upon the request of IPSOS You will certify to IPSOS in writing that You have done so. Except for fulfilling the Program or a Campaign pursuant to the Program or Campaign instructions, and except for any pre-existing rights to use email lists that You may already possess, You will have no right to contact any Visitors who click on links to the Registration Pages. Except as may be expressly stated in the Program or Campaign instructions, You will have no co-registration rights with respect to the Program or a Campaign.
(b) Linking to IPSOS. For each Campaign that You have been accepted into, IPSOS is granting to You the right to display and Link to the Registration Page in accordance with the Campaign instructions for the limited purposes of Promoting the Campaign, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link or the Program Site, including but not limited to refraining from removing or altering any copyright or trademark notices. As between IPSOS and You, IPSOS owns all rights in and to all information regarding the Visitors that You refer to IPSOS. You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of IPSOS.
(c) No Challenge to IPSOS/IPSOS's Proprietary Rights. You acknowledge that You obtain no proprietary rights in IPSOS's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge IPSOS's proprietary rights in the same.

5. Confidentiality.
(a) Obligations. You or IPSOS may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Without limiting the foregoing, IPSOS’s confidential information will include the Visitor personal information described in Section 2(e) above. The receiving party agrees not to disclose the disclosing party’s Confidential Information to any third party, and not to use that Confidential Information for its own benefit except in performing this Agreement. The receiving party also agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party, including without limitation by (1) disclosing the disclosing party’s Confidential Information to its own employees only on a need-to-know basis and only if those employees will have agreed to appropriate confidentiality obligations with respect to that Confidential Information, (2) adhering to standard industry practices pertaining to data security with respect to that Confidential Information, and (3) destroying all such Confidential Information promptly after completion of its use for the purposes provided in this Agreement. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to IPSOS any Confidential Information provided by IPSOS to You under this Agreement.
(b) Provision of Information to Third Parties. IPSOS may provide any and all Visitor, Transaction and/or Pixel Tracking Code data to any third party in IPSOS's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. IPSOS reserves the right to be able to utilize Pixel Tracking Code data provided to it, which may include: information about Your performance statistics, to analyze Ipsos Affiliate Program trends, monitor efficiencies, maintain the integrity of the Pixel Tracking Code, and promote Ipsos Affiliate Program capabilities and efficiencies.

6. Term, Termination, Deactivation and Notices.
(a) Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the Program Site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party for convenience upon at least 72 hours’ prior electronic notice through the Program Site.
(b) Termination or Deactivation by IPSOS for Breach or Other Cause. IPSOS may terminate or suspend You, one of Your Web sites, or Your use of a promotional method, from the Program or a Campaign at any time, without prior notice, under the following circumstances. Breach of the instructions for the Program or a Campaign or any provision of this Agreement is cause for immediate termination from the Program, a Campaign and/or this Agreement, and may result in Refund of one or more Payouts. Additionally, IPSOS may terminate You from the Program, a Campaign or this Agreement for breach of a third party's proprietary rights. IPSOS may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Pixel Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) IPSOS determines You are diluting, tarnishing or blurring IPSOS's proprietary rights; (iv) You begin proceedings to challenge IPSOS's proprietary rights; or (v) a third party disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Web site, or through any of Your promotional means. Your Account may also be deactivated during investigation of breach of Program or Campaign terms or instructions or this Agreement. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to Payouts for subsequent registrations that occurred prior to termination. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new Affiliate Program Agreement with IPSOS, and any attempt to do so shall be null and void.
(c) Termination of Programs and Campaigns. The Program and Campaigns may be discontinued by IPSOS at any time.
(d) Notices. Except as provided elsewhere herein, both parties must send all notices to the other relating to this Agreement via fax, email, registered mail with return receipt requested, or internationally recognized express mail carrier to the following address:

IPSOS has gathered YOUR mailing address upon YOU registering to the Program. It is your responsibility to maintain YOUR Account information at all times. The foregoing email and fax notices will be deemed effective upon dispatch if the sender is able to demonstrate proof of transmission; and the foregoing mail and express mail notices will be deemed effective upon delivery if the sender is able to demonstrate proof of delivery.
(e) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by IPSOS to You within 90 days of the termination date, and any outstanding debit balance shall be paid by You to IPSOS within 30 days of termination of this Agreement. All payments are subject to recovery for Refunds. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to IPSOS’s Registration Pages. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers and Limitations.
(a) Business Operations. Each party will make reasonable commercial efforts to keep its pertinent Web site(s) operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. IPSOS may modify the Ipsos Sites, or discontinue providing the IPSOS Affiliate Program, or any portion thereof, at any time.
(b) Authority. Each party represents and warrants to the other party as to itself that (a) it has all necessary permits, licenses and clearances to operate its pertinent Web sites and email operations and to otherwise engage in the activities described in this Agreement, (b) entering into this Agreement and operating its pertinent Web sites and email activities as contemplated by this Agreement will not violate any agreement or privacy policy to which it is bound, and (c) the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
(c) Non-infringement. You represent, warrant and covenant that: (i) You have all appropriate right and authority to display any and all content on Your Web site(s); (ii) You have all appropriate right and authority in any promotional method you may choose to use; (iii) Your Web site(s) and Your promotional methods do not and will not infringe a third party's or IPSOS's proprietary rights, including without limitation patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, rights of music performance or other music-related rights, or any other rights of any third party; and (iv) You shall remain solely responsible for the non-infringing nature of the content appearing on any and all Web sites owned and/or operated by You and all of Your promotional methods. IPSOS may or may not review all content on Your Web site or used by You in Your promotional methods.
(d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including data protection legislation, subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States, Canada and in any other country or territory whose laws may govern any of Your activities under this Agreement; and You represent, warrant and covenant that no promotion method used by You or the content of Your Web site(s) will render IPSOS liable to or for any proceedings, judgments or penalties whatsoever. You represent, warrant and covenant that You will have fairly and lawfully collected or facilitated the collection of personal data relating to the Visitors who register as IPSOS panelists on the Registration Pages and to whom You will send emails on behalf of IPSOS, and that no email recipient will have refused to receive categories of e-mails in which the emails and materials provided by IPSOS to You could be included.
(e) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF IPSOS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY IPSOS UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT IPSOS SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
(f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IPSOS DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT IPSOS'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF YOUR INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THE PERFORMANCE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. IPSOS IS UNDER NO CIRCUMSTANCES RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY PUBLISHER OR SUCH PUBLISHER'S WEB SITE(S).
(g) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
(h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

8. Publisher's Indemnification Obligations. You shall defend, indemnify and hold IPSOS and its pertinent clients harmless from and against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees), including claims by third parties, arising directly or indirectly as a result of (a) Your breach of or non-compliance with this Agreement (including without limitation any representations or warranties herein), (b) Your violation of any law, or an alleged violation of law by IPSOS that is a direct or indirect result of Your participation in the IPSOS Affiliate Program (including without limitation any applicable privacy or data protection law), (c) Your use of the IPSOS sites, (d) Your participation in any Program or Campaign, (e) any content, goods or services offered, sold or otherwise made available by You to any person, (f) Your acts or omissions in using, displaying or distributing any internet links obtained from the IPSOS Affiliate Program or elsewhere, including but not limited to Your use of internet links via email distribution, (g) any claim that IPSOS is obligated to pay tax obligations in connection with payment made to You pursuant to this Agreement and/or any Program, (h) any violation or alleged violation by You of any rights of another, including breach of a person's or entity's intellectual property rights, (each of (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, IPSOS shall promptly notify You, and IPSOS shall be entitled, at its own expense, and upon reasonable notice to You, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Your obligations to indemnify or hold IPSOS harmless. You shall not settle any Claim without IPSOS’s prior written consent. You also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term "IPSOS" shall include its corporate affiliates and each of its and their respective officers, directors, employees, agents, and contractors.

9. Miscellaneous.
(a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the introductory paragraph.
(b) Third Party Disputes. In the event of a third party claim against IPSOS's intellectual property or if, in IPSOS's opinion, such a claim is likely, IPSOS shall have the right, at its sole option and in its sole discretion, to (i) secure the right at IPSOS's expense to continue using the intellectual property; or (ii) at IPSOS's expense replace or modify the same to make it non-infringing or without misappropriation.
(c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You have no authority to accept registrations or make representations on IPSOS’s behalf, and You will not make any statement on Your Web site or elsewhere to the contrary.
(d) IPSOS Entity. The business terms and instructions for each Program will specify the identity of the particular IPSOS entity with which You are contracting pursuant to the terms of this Agreement. Only the entity with which you are contracting will be responsible for paying your Payouts, and no other entity will be deemed jointly or severally liable with respect to the obligations of the contracting entity.
(e) Choice of Law/Attorneys' Fees. This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA, without reference to its choice of law provisions, and any disputes hereunder will be tried in a court of law sitting in New York County, New York, USA. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.
(f) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
(g) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
(h) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by IPSOS (1) due to operation of law, or (2) to an entity that acquires substantially all of IPSOS's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Program Site is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. IPSOS may establish from time to time rules and regulations regarding participation in the IPSOS Affiliate Program, as published on the Program Site and incorporated herein.
(i) Marketing. Except for Your use of IPSOS’s name and logo in fulfilling a Program or a Campaign pursuant to the Program or Campaign instructions, neither party will use or display the other’s business names, trademarks or logos, or refer to the other in any publicly disseminated communication.
(j) Entire Agreement, Assignment and Amendment. This Agreement, including the introductory paragraph, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. IPSOS shall have the right to change, modify or amend (make a "Change" to) this Agreement, in whole or in part, by posting a revised Agreement to the Program Site. You will be responsible for checking the Program Site for Changes from time to time. Your continued participation in the IPSOS Affiliate Program and your use of the IPSOS Sites after the effective date of any such Change shall be deemed Your acceptance of the revised Agreement.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

Contact Information:

The Ipsos Affiliate Marketing Team can be reached at affiliates@ipsos.com

Ipsos Interactive Services Canada Limited Partnership

1600 Stewart Ave, Suite 500

Westbury, NY 11590

ATTN: Ipsos Affiliate Team

Revised 29-Jan-2010