COMPUTER PANEL UK

Nielsen Computer Panel Membership Agreement

Effective Date: August 1, 2020

This Nielsen Panel Membership Agreement, including the Nielsen Panel Membership Privacy Notice which is expressly incorporated (collectively, this "Agreement"), governs your household's participation in this panel and establishes our mutual rights and obligations. The purpose of this Agreement is to allow Nielsen to perform market research activities using data from or about you and, where applicable, other members of your household. Our processing of personal data is necessary for the performance of this Agreement.

A. PARTIES

Parties to this legal agreement are you and the other household members you represent ("You" or "Your"), and Nielsen Media Research Limited, Endeavour House, 189 Shaftesbury Avenue, London, WC2H 8JR, part of the Nielsen group of companies ("Nielsen", or "We"). You can find more information about the Nielsen group of companies at:  http://www.nielsen.com/eu/en/privacy-policy/gdpr-operating-entities.html.

B. OUR COMMITMENTS

C. YOUR COMMITMENTS

You expressly represent and warrant:

D. PARTICIPATION

You will be participating in a select group of individuals and households across the UK in our research. Depending on the panel(s) you participate in, you will receive instructions during/after registration on the panel of your role in providing data or assisting us to collect data.

E. CONFIDENTIALITY

To ensure the statistical accuracy of Nielsen's data, which is one of the express purposes of this Agreement, both while being member of the panel and for one (1) year after your participation ends, You agree that you will not disclose your participation to anyone (except visitors to the extent you need to inform them about their data being processed by our Software and to inform them on the obligations under this paragraph, or to friends who you may identify as part of our "refer a friend" program), in particular (but not limited) to people in the television, radio, film, newspaper, magazine, advertising, or Internet businesses, or strangers, and You will not reveal in any manner on the Internet, personal web pages, chat rooms, or any other medium, that You are or were a member of a panel.

F. GIFTS

Your household will be eligible to receive periodic gifts/incentives in consideration for your ongoing participation. You will find more information about this in the rewards section of our website.

G. SOFTWARE

Nielsen hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable license (i) to install, or have installed by the Company, the Company's Software on one or more Devices and (ii) to use the Software in object code form and only for the purpose of participating in this market research activity. All other rights with respect to the Software, its use and any accompanying documentation are hereby reserved to Nielsen.

The Software is protected by international copyright laws, international treaty provisions, and other laws. You may not use, copy, display, modify or distribute it or any accompanying documentation except in strict accordance with this Agreement. You agree that You will not modify the Software or disassemble, decompile, reverse engineer, or otherwise attempt to derive source code from the Software.

The Software is and at all times remains the property of Nielsen. You are forbidden to make any reproduction, representation, distribution or marketing using any means whatsoever, translation, adaptation, modification, arrangement, transformation, making available, directly or indirectly in favour of third parties, of the Software or of the know-how belonging to Nielsen. Similarly, the following are forbidden: integration, in full or in part, of the Software into any other computer package, any direct or indirect transcription or translation into other languages of the Software as well as its modification, even partial.

The Software is designed to detect when a connection to the Internet is not active, and utilises that idle time to send small packets of data to the Nielsen collection server, which is a central computer that stores information for members of the Nielsen panel. Please note that the Software will be able to send your data to the Nielsen servers even if You have a firewall. Accordingly, should you wish to block the Software from sending data to Nielsen, you will need to inform us about your wish to terminate this Agreement, after which you will need to immediately uninstall the Software in accordance with our instructions.

Participation in the Research may involve transmission of data through Participant's service provider's network in the case of mobile Devices. Participant's network service provider may charge for such data transmission. The Participant is responsible for any and all costs related to the use of the Device. The Participant acknowledges and gives his specific approval that the delivery of the reports associated with this Research will be approximately 2-3 MB daily for an average user. The data traffic may incur a monthly telecommunication cost for which the Participant shall be solely responsible. The fee charged depends on the Participant's mobile operator.

Nielsen assumes no responsibility for the payment of any communications charges incurred due to participation in the Research with any Devices.

H. DATA

Data from our Software is automatically transmitted to us at least daily. In the case of data transmission difficulties, we may need to contact You, and may request permission to inspect our Software.

We may remove our Software at any time, or request access to inspect, replace or remove the Software installed on your Devices.

If at any point, your participation ends, You agree to delete our Software in accordance with our instructions

I. ADDITIONAL DEVICES

To safeguard statistical relevance, You must promptly let us know if You get any replacement or additional Device(s). If You wish to use any replacement or additional Device in your participation to our market research, You must log it with us. More information on how we process data from Devices is set out in our Privacy Notice.

J. EXCLUSION OF GUARANTEE

Except to the extent that such exclusion is prohibited under applicable law, the Software is supplied "as is", without any guarantee of any sort, express or implicit, in particular without any implicit guarantee of quality or suitability to a specific use. You assume all the risks ensuing from the use or from the installation and usage of the Software and your participation in our market research.

K. LIMITATION OF LIABILITY

To the extent permitted by applicable law, We or our suppliers or partners may not be held liable for any damages, of any nature whatsoever (including but not limited to any indirect or consequential loss, loss of profits, interruption in activity, loss of data or any other financial loss) resulting from the use of or the impossibility of using the Software or by virtue of your participation to our market research.

Nothing in this Agreement shall have the effect of limiting or excluding liability (a) in the event of death or personal injury to the extent resulting directly from Nielsen's willful or negligent act or omission or any of its employees or agents; or (b) to the extent resulting from any fraudulent misrepresentation on the part of Nielsen.

L. NIELSEN PROPERTY

Nielsen owns our Software and You may use it only for the purpose of participating in this market research activity. You may not:

  1. decompile or reverse engineer it;
  2. distribute or dispose of it;
  3. permit the use of it outside of your home (with the exception of ordinary use of tablets,laptops and mobile devices);
  4. modify it;
  5. remove any proprietary or copyright notice from it.
Nielsen also is the holder of other intellectual property rights as protected by the copyright laws and international treaties (e.g. trademarks, patents, logos, and service marks displayed in the context of your panel membership, including the names of all promotions, collectively, the "Trademarks"). You are only entitled to use the Trademarks as explicitly mentioned in this Agreement. Your misuse of any Trademarks or trade name is strictly prohibited. You are also advised that Nielsen will actively enforce its intellectual property rights to the fullest extent permitted by law, including the seeking of criminal prosecution where appropriate.

M. PERSONAL DATA

Under this Agreement, Nielsen will process personal data, which is protected under international, EU and national data protection laws (eg. EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/EC (General Data Protection Regulation)). We obtain data directly from you (e.g. the identification or contact data for you and/or your household members), indirectly through our Software, and also from third parties (e.g. via pseudonymized data matching). An explanation of what personal data We collect and how We process it is set out in our Privacy Notice, which also contains] information on your rights as a data subject and how You can apply these in practice. We may amend this Notice from time to time, and will provide you with an updated notice where we do so prior to implementing the revised terms.

N. TERMS OF CANCELLATION

This Agreement enters into force upon acceptance and will continue as long as the Software is installed on your Device. If you would like to cancel your membership for any reason, you can do this by simply uninstalling the Software. By uninstalling the Software you will no longer benefit from the offers made. You may request that Nielsen permanently de-identify your data at any time.

Nielsen reserves the right to cancel your household's participation in our market research at any time and for any reason, in its sole discretion. In particular, but without limitation, in the event of any unauthorised, fraudulent, or otherwise improper use of Software, including unauthorised installation of Software on a Device.

O. MISCELLANEOUS CLAUSE

This Agreement is personal to you (and as such the rights or obligations hereunder cannot be transferred, without the prior written approval of Nielsen). Nielsen may transfer this Agreement, and its rights and obligations hereunder, to any third party without your approval or notice to you.

This Agreement is governed by, and shall be construed in accordance with, the laws of England and Wales.