AFILLIATE SALES AND REFERRAL FEE TERMS AND CONDITIONS (“Agreement”)

SurveyShare, Inc.

Sales Affiliate, Referral Agent, and Web Site Affiliate Program

Operating Agreement

This Agreement, made and entered into by and between SurveyShare, Inc., an Indiana Corporation, with its principal place of business at 3432 Ashwood Drive, Bloomington, IN 47401, made this ____ day of _____________, 200__ (the "Effective Date"), by you, ____________________________, the Sales Affiliate or Referral Agent, contains the complete terms and conditions that apply to your participation in the SurveyShare, Inc. Sales Affiliate and Referral Agent Program (the "Affiliate Program" or "Program").

1. Enrollment in the Program. A complete Sales Affiliate and Referral Agent Program application from the SurveyShare, Inc. Web site must be completed. Upon completion of your application it will be reviewed and you will be notified of your acceptance or rejection to the Program. Your application may be rejected (at the sole discretion of SurveyShare, Inc.) depending on the match with the mission of SurveyShare, Inc. The Program is open worldwide. Any rights granted to a Sales Affiliate or Referral Agent are non-exclusive.

2. Sales Affiliate Defined. The Sales Affiliate program is a marketing system that allows someone to become an "affiliate" of SurveyShare, Inc. and help sell Basic, Pro, Premier, or Enterprise membership in our survey software. To earn a commission, a Sales Affiliate handles all or most of the sales process, including product descriptions, product demonstrations and presentations, customer questions, and order processing issues. Sales Affiliates may not offer payment terms or extend credit.

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3. Referral Agent Defined. The Referral Agent program is a marketing system that allows someone to become associated with SurveyShare, Inc. and help promote its’ products in a less time consuming way than the Sales Affiliate program, though people can be involved in both programs. A Referral Agent earns commissions by completing a form on the Web (i.e., the Affiliate Sales, Referral Agent, and Web Site Affiliate Application) to refer potential customers to SurveyShare, Inc. and that person or entity actually makes a purchase within 120 days of completion of the referral form. Referral Agents may not offer payment terms or extend credit.

4. Qualified Lead Defined. A Qualified Lead means an organization that (i) is made known to SurveyShare, Inc. by the Referrer pursuant to a completed referral form, (ii) purchases a membership license from SurveyShare, Inc. within 120 days of completed referral form from the Referral Agent and (iii) was not identified by SurveyShare, Inc. or SurveyShare, Inc. sister companies and any of their respective business partners, employees, or any other person prior to the completed referral form or other lead generation.

5. Sales Affiliate Commissions. Subject to the terms of this Agreement and in consideration of payment received for the sale of a SurveyShare, Inc. product by the Sales Affiliate, the Sales Affiliate will be compensated by SurveyShare, Inc. solely by payment of a percentage commission in U.S. dollars. The percentage commission is based on the membership fees received by SurveyShare, Inc. from the customer, net of any discounts or promotions, related to its first order (i.e., the “Money Base”). Subject to the terms contained herein, the extent of the percentage commission (“Commission”) to be applied will be set at 25 percent of the Money Base (net of any discount). If SurveyShare, Inc. personnel are needed during the sales cycle (for example, to close the transaction or for a demonstration), the commission will be reduced to 15 percent of the Money Base net of any discounts. The Sales Affiliate acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein. No commission will be paid for fees received from existing SurveyShare, Inc. customers. To enable SurveyShare, Inc. to track new customers and pay appropriate commissions to a Sales Affiliate, the new customer must enter the appropriate Sales Affiliate code. A second commission will not be paid on upgrade of an account.

6. Referral Agent Commissions. Subject to the terms of this Agreement and in consideration of Referral Agent’s delivery of a Qualified Lead to SurveyShare, Inc., the Referral Agent will be compensated by SurveyShare, Inc. solely by payment of a percentage commission in U.S. dollars. The percentage commission is based on the net SurveyShare, Inc. membership fees received by SurveyShare, Inc. from the Qualified Lead related to its first purchase from SurveyShare, Inc. (“Money Base”). Subject to the terms contained herein, the extent of the percentage commission (“Commission”) to be applied will be set at 10 percent of the Money Base. The Referrer acknowledges and agrees that (i) the Commission is the sole and exclusive form of compensation it may receive for the activities described herein and that (ii) SurveyShare, Inc. has no obligation whatsoever to pursue a customer lead provided by the Referrer. In addition, a second commission will not be paid on upgrade of an account.

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7. Web Site Affiliate Commissions. Sales Affiliates and Referral Agents can sign up to promote SurveyShare, Inc. products from their Web site and receive commissions as Web Site Affiliates. Web Site Affiliates will place a link to the SurveyShare, Inc. homepage using the special link buttons or text URLs provided by SurveyShare, Inc. If a visitor to the Web Site Affiliate site clicks on that link, SurveyShare, Inc. will track that customer. If they sign up for membership within SurveyShare, Inc. and are a new customer, the Web Site Affiliate will receive a commission in U.S. dollars. The percentage commission paid to the owner of the sponsoring Web site is based on the net SurveyShare, Inc. membership fees effectively received by SurveyShare, Inc. from the customer related to its first purchase from SurveyShare, Inc. (“Money Base”). Subject to the terms contained herein, the extent of the percentage commission (“Commission”) to be paid to the Web Site Affiliate will be set at 15 percent of the Money Base. A second commission will not be paid on upgrade of an account. In addition, the Web Site Affiliate acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein.

8. Web Site Restrictions. SurveyShare, Inc. reserves the right to deny any site for the Web Site Affiliate Program based on site content. Sites promoting violence and discord, discrimination based on race, sex, religion, nationality, sexual orientation, or age, sexually explicit materials, and illegal or questionable activities, as well as those violating intellectual property rights will not be accepted into the Web Site Affiliate Program. If SurveyShare, Inc. becomes aware of any site promoting such materials or engaged in such activities, it will terminate them from the Web Site Affiliate Program without notification. Web Site Affiliates sites must use only the graphics, marketing, and promotional materials provided by SurveyShare, Inc. without alteration. Web Site Affiliates will be solely responsible for the development, operation, and maintenance of their Web site and associated materials on that site. For example, Web Site Affiliates must remove all sweepstake and other promotions on the date they expire or forfeit any commissions earned after the end date of the promotional period if you continue to post such links.

9. Two-Tiered Sales Affiliate and Referral Agent System. If you bring Sales Affiliates and Referral Agents to SurveyShare, Inc. and they are approved for the program, you will receive a 5 percent commission for their Money Base sales for the first year in which they are in the program.

10. Items not included in the Money Base for Affiliate and Referral Sales. For the avoidance of doubt, the Money Base is the amount of the initial Membership Fees paid by the customer (net of any customer discounts). Examples of items not included in the Money Base for any program are subsequent support fees, consulting fees, or payments for other software or services.

11. Membership Renewal Sales Orders. Sales Affiliates will be entitled to a 10 percent commission of the Money Base of any membership renewal sales orders of customers that they establish. The commission amount is subject to change on an annual basis. Referral Agent sales are not eligible for commissions from renewal sales orders.

12. Splitting Commissions. In no event will SurveyShare, Inc. be liable for more than one single Commission for each sale or Qualified Lead. Should more than one organization and/or individual claim any right to a commission, a single commission will be apportioned among the claimants in U.S. Dollars as determined at the discretion and best judgment of SurveyShare, Inc.

13. Commission Payments. When a Sales Affiliate makes a sale or information provided by Referrer Agent leads to a Qualified Lead, SurveyShare, Inc. will pay the Commission to the Sales Affiliate or Referral Agent in U.S. dollars within 30 days of receipt of the membership payment received from the new customer or Qualified Lead, provided a signed Sales Affiliate and Referral Agent contract and all appropriate tax related information is on file at SurveyShare, Inc. If a membership is terminated by a customer and a refund is provided, any previously paid commissions related to accounts you direct will be deducted from the next monthly payment sent to you.

14. Tax Laws and Consequences. SurveyShare, Inc. will follow and comply with all State and Federal tax laws. Sales Affiliates and Referral Agents are responsible and fully liable for any tax consequences derived from the receipt of a Commission under this Agreement and will indemnify and hold SurveyShare, Inc. harmless for any lack of compliance with tax obligations related to any Commissions received.

15. Independent Contractor. In this agreement, you are considered an independent contractor. Therefore, 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 make representations on behalf of SurveyShare, Inc.

16. Assignment. Sales Affiliates and Referral Agents may not assign its interest in the Agreement without SurveyShare, Inc. consent.

17. Intellectual Property. All intellectual property rights are reserved to SurveyShare, Inc. and are not licensed.

18. Exclusions. The employees of SurveyShare, Inc. as well as the employees of SurveyShare, Inc. sister companies are not eligible as Sales Affiliates or Referral Agents nor any other person or agency already retained to provide lead generation services.

19. Applicable Law and Jurisdiction. These Terms and Conditions will be governed, interpreted, and enforced by the Laws of the State of Indiana. Any dispute or controversy that the parties can not amicably resolve will be brought to the exclusive jurisdiction of the State Courts in Monroe County, Indiana where SurveyShare, Inc. is headquartered. Arbitration and mediation for unresolved disputes and controversies will take place in Monroe County, Indiana.

20. No Spam. Sales Affiliate or Sales Agent agrees not to use e-mail addresses of SurveyShare, Inc. customers to send unsolicited e-mail Sales Affiliate or Sales Agent agrees not to use unsolicited e-mail, Usenet, message board postings, or similar methods of mass messaging (Spam) to gather referral or affiliate sales commissions. The use of Spam to promote the Affiliate Sales or Referral Service has strict negative consequences. We will immediately and permanently terminate the account of any Sales Affiliate or Referral Agent who has sent unsolicited e-mail targeting potential SurveyShare, Inc. customers or to gain referrals or for any other purpose. In addition, you may be subject to state and federal penalties and other legal consequences under applicable law if you send unsolicited e-mail. Our Anti-Spam Policy is intended to protect our Referral Agents, Sales Affiliates, customers, employees, and other affiliates, as well as SurveyShare, Inc.

21. Confidentiality. From time to time, SurveyShare, Inc. may disclose to you Confidential Information. Such Confidential Information may be disclosed by SurveyShare, Inc. orally or in a tangible document. SurveyShare, Inc. may also disclose Confidential Information to you and your employees at training events and through other means used to transmit this information to you and other SurveyShare, Inc. program participants. In return for SurveyShare, Inc. disclosing Confidential Information to you, you agree to maintain the confidentiality of the information with at least the same degree of care that you use to protect your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. You will not disclose any Confidential Information to any third parties except to your employees who have a need to know the information to do their jobs and who agree to abide by these nondisclosure terms, which you agree to explain to them.

22. Representations and Warranties. Sales Affiliate or Referral Agent represents and warrants that (i) Sales Affiliate or Referral Agent has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (ii) the individual accepting this Agreement on Affiliate’s behalf has the authority to do so; (iii) the obligations created by this Agreement, insofar as they purport to be binding on the Sales Affiliate or Referral Agent, constitute legal, valid, and binding obligations, enforceable in accordance with their terms; (iv) there is no contractual or other legal obligation to stop the Sales Affiliate or Referral Agent from performing in this program; and (v) the Sales Affiliate or Referral Agent is in compliance with all laws to which it is subject, the non-compliance with which would have a material adverse affect on Sales Affiliate or Referral Agent’s performance under this Agreement.

23. Modifications. We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change. Changes will only be made in 'good faith' with the affiliate.

24. Term of Contract. The terms of this Agreement will begin upon acceptance of a signed application and will expire on December 31^st of each year. Either party may give notice in writing of desire to renew the Agreement prior to expiration. Either party may cancel the Agreement any time, without supplying a reason, through written notification to the other party at the following addresses; SurveyShare: 3432 Ashwood Drive, Bloomington, IN 47401; or (your address): _________________________________________________.

25. Termination. This Agreement can be terminated by either party at any time by giving the other party written notice of termination. The termination of this agreement will be effective upon receipt of a termination notice. Upon closure of an account, any pending transactions will be processed. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid to you by check. However, you may not seek closure of your account as a means of evading customer responsibilities, disputes, or order fulfillments. If pending issues or customer disputes remain at the time you close your account, you authorize SurveyShare, Inc. to hold your commission payment for up to 180 days or as appropriate to protect SurveyShare, Inc. for sale reversals or customer disputes. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all SurveyShare, Inc. trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

26. Indemnification and Limitation of Damages. You agree to indemnify and hold SurveyShare, Inc., its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out-of or relating to your use of the Referral Agent or Sales Affiliate Service. SurveyShare, Inc. shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program. Neither party has the right to create any obligation binding on the other except as expressly authorized in this Agreement.

27. Final Provisions. If for any reason, a party is unable to fulfill its obligations under the agreement, it shall immediately inform the other party thereof and do everything in its power to resume normal operations as quickly as possible. In such a case, the affected party shall not be deemed to be in breach of contract and cannot be held liable.

28. Signatures of Parties

___________________________ _____________

Sales Affiliate/Referral Agent Date

___________________________ _____________

SurveyShare, Inc. President Date