Updated and Effective as of: June 12, 2015

The term “Client” below refers to the company with which The Nielsen Company (US), LLC (“Nielsen”) is contracting. These Terms & Conditions (these “Terms”) shall govern all proposals whereby Nielsen is providing Client with certain services (other than “sample only” services) via its Nielsen Opinion Quest division (each, an “Accepted Proposal”), in accordance with these Terms.  These Terms are applicable to an Accepted Proposal only if Nielsen and Client are not subject to a fully executed services agreement that is in full force and effect.

1.0      NIELSEN OBLIGATIONS

1.1        Nielsen shall perform the market research services (the “Services”) for the project (the “Project”) as described in the Accepted Proposal.

1.2        Nielsen shall provide Client with the deliverables (the “Deliverables”) and the support services, if any, specified in the Accepted Proposal.

1.3        In the event that specifications for the Project (including, without limitation, questionnaire length and incidence rate) are changed, Nielsen reserves the right to change the price shown in the Accepted Proposal. Nielsen will notify Client of cost implications of changed specifications, and if Client chooses to proceed with the changes, an amendment to the Accepted Proposal shall be signed by the parties hereto, and Client shall be responsible for payment of the revised price.

1.4        Nielsen will use commercially reasonable efforts to deliver the Project report in accordance with the Accepted Proposal timeline, but shall not be held liable for delays or other failure to perform its obligations occasioned by factors outside its control (including, without limitation, postal or other communication delays, industrial disputes, fire or accident, governmental act or natural catastrophe). Client shall provide Nielsen with all necessary assistance in formulating the Project questionnaires and shall approve the final questionnaire in a timely manner.  Nielsen shall not be liable for any delay in the project schedule resulting from any changes requested by Client to the Project’s research criteria or methodology or resulting from Client’s delay in providing any materials necessary for Nielsen to conduct the Project research.  The Project timeline shall be extended to reflect any Client-caused delays. Client shall be responsible for any costs incurred by Nielsen as a result of such delays, including without limitation the costs of additional printing, overtime wages and courier services, which shall be in addition to the agreed Project fee.

1.5        Nielsen will maintain a copy of the final Deliverables and underlying Project materials for a minimum of three (3) months following delivery of the final Deliverables to Client. Client may request that Nielsen maintain the final Deliverables and underlying Project materials for an extended period of time and, if Nielsen agrees to do so, will pay any expenses of Nielsen in connection with the same.

1.6        All Services performed pursuant to the Accepted Proposal shall be rendered in accordance with all generally accepted professional standards and practices applicable to Nielsen’s industry, including, without limitation, the CASRO Code of Standards and Ethics for Survey Research.  Nielsen will use reasonable efforts to correct any error or non-conformity in the Deliverables, and in the event that Nielsen does not correct any error or non-conformity, Nielsen will reimburse Client for that portion of the Project fees attributable to or affected by any such error or non-conformity. The foregoing refund shall be Client’s sole and exclusive remedy for any error, non-conformance, inexcusable delay or failure to deliver the Services and/or Deliverables.

1.7        Nielsen will use commercially reasonable efforts to meet the actual quota distribution as specified in the Accepted Proposal, but does not guarantee that precise distributions will be met as variations occur when conducting research over the Internet due to the self-selecting nature of survey participants from the sample population.  Nielsen will not be held liable or penalized for failing to meet precise quota distributions.

1.8        Nielsen will take necessary steps to ensure that the survey instrument meets Nielsen’s standard of quality.  In the event that Nielsen determines that the survey instrument does not meet Nielsen’s standard of quality, Nielsen shall notify the Client and provide the Client with proposed modifications to the survey instrument (the “Proposed Modifications”).  If the Client does not consent to the Proposed Modifications, Nielsen may in its sole discretion refuse to perform the Project; provided, however, that if Nielsen agrees to perform the Project without implementing the Proposed Modifications due to the Client’s refusal to consent to the same, Nielsen shall not be responsible for the quality of the data contained in the Deliverables.

2.0      CLIENT OBLIGATIONS

2.1        Client shall pay Nielsen the full amount for the Project according to the Accepted Proposal. Quoted prices do not include travel and other out-of-pocket costs authorized by Client, which shall be reimbursed by Client within thirty (30) days of the date of an invoice itemizing such costs and any supporting documentation.  Transnational research may be affected by fluctuations in currency exchange rates.  If in any of the foreign markets the exchange rate of the currency changes versus the billing currency under the Accepted Proposal by 2.5% or more between the date of the Accepted Proposal and date of delivery of the final Deliverable, Nielsen shall adjust the Project fees accordingly.

2.2        In the event that Nielsen or any of its employees, agents or subcontractors is served with or becomes subject to a subpoena, order, deposition, interrogatory, investigative demand or other legal process in a legal, administrative or governmental proceeding to which Nielsen is not a party seeking disclosure of any materials or information related to the goods, services, information or Deliverables that Nielsen renders or delivers to Client hereunder, then Client shall bear and/or reimburse Nielsen for all costs and expenses, including, but not limited to, reasonable attorney’s fees, staff time and costs incurred related to Nielsen’s response, compliance with or resistance thereto, except to the extent directly caused by the gross negligence, willful misconduct or breach of these Terms by Nielsen.

3.0      REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that: (i) it has and will maintain all rights, licenses, permits and consents necessary to comply with these Terms, and perform its obligations hereunder, and that it will comply with all applicable laws and regulations in performing such obligations; (ii) these Terms do not violate and will not cause a breach of the terms of any other agreement or, to such party’s knowledge, any applicable law, decree or regulations, to which it is a party or by which it is subject or bound; (iii) it is, and at all times during the term of the Accepted Proposal shall remain, an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (iv) the execution and delivery of the Accepted Proposal has been duly authorized by all requisite corporate action; and (v) these Terms are, and shall remain, a valid and binding obligation of such party, enforceable in accordance with its terms, as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

4.0      CONFIDENTIAL INFORMATION

4.1        “Confidential Information” means the non-public information of a party (the “Disclosing Party”) that the other party (the “Receiving Party”) has access to in connection with the performance of its obligations under these Terms, including, but not limited to, (i) the Deliverables, (ii) all information, data, and other materials provided by Client to Nielsen hereunder (the “Client Materials”), (iii) the Nielsen Property (as defined below), (iv) the personally individual information of survey participants, and (v) any other material or information that is either marked as confidential or is disclosed under circumstances that one would reasonably expect it to be confidential whether in tangible or intangible form, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing. Confidential Information shall not include any material or information that the Receiving Party can demonstrate: (a) is or becomes publicly known through no act or fault of the Receiving Party; (b) is developed independently by the Receiving Party without access to or knowledge of the Disclosing Party’s Confidential Information; (c) is known by the Receiving Party when disclosed by the Disclosing Party if the Receiving Party does not then have a duty to maintain its confidentiality; or (d) is rightfully obtained by the Receiving Party from a third party not obligated to preserve its confidentiality.

4.2        The Receiving Party agrees to secure and protect the Disclosing Party’s Confidential Information using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information of a similar nature or importance, but in no event use less than reasonable care.

4.3        The Receiving Party shall not divulge, publish, loan, reproduce, give, sell, or permit to be divulged, published, loaned, reproduced, given, or sold, in whole or in part, the Disclosing Party’s Confidential Information, except as necessary to perform its obligations hereunder or as otherwise permitted herein; provided, however, that the Receiving Party may disclose the Disclosing Party’s Confidential Information as required to comply with a subpoena, court order, or government authority, under the condition that the Receiving Party (i) gives the Disclosing Party prior written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by such subpoena, court order, or government authority, and (iii) uses reasonable efforts to obtain confidential treatment for any information so disclosed, at the Disclosing Party’s expense.

4.4        If Nielsen is commissioned to conduct a Project requiring respondents to examine, use or consume any products, services or concepts (collectively, “Concepts”), including without limitation, any audio/visual stimuli, food, drink, household goods or medications, Client warrants that all such Concepts have all legally required warning and labels, all applicable regulatory clearance to be released into the market, and otherwise comply with applicable law.  Client shall defend, indemnify and hold harmless Nielsen, its affiliates, and their respective officers, directors, shareholders, members, employees and agents, against all damages, losses, liabilities, and expenses (including all professional fees and expenses, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred in connection with any claim, demand, cause of action, suit or proceeding made or brought by a third party (each, a “Claim”) against Nielsen or any of the foregoing arising out of or relating to the description, presentation, use or consumption of any such Concept, whether or not Client is the manufacturer or distributor or agent for distribution of such product, and regardless of termination of the Project for any reason.

4.5        Client shall only disclose to Nielsen personally identifiable information about its customers, employees or other individuals as necessary for Nielsen to perform its obligations hereunder and in conformance with (i) any statement or policy that Client provides to such data subjects concerning the use and disclosure of their personally identifiable information and (ii) applicable law. Nielsen shall not be required to disclose to Client the identity of survey participants or any identifiable information related to survey participants, except in specifically-described research situations, such as validation or modeling, permitted by and in accordance with the CASRO Code of Standards and Ethics for Survey Research. Client agrees to (i) maintain the confidentiality of the identity of any survey participants and any identifiable information related to survey participants disclosed to it and (ii) that if it receives from Nielsen any de-identified social media research data, it will not attempt to re-identify any such data or the individuals who posted such data and it will only use such data for research purposes.

4.6        Client shall only disclose to Nielsen personally identifiable information about its customers, employees or other individuals as necessary for Nielsen to perform its obligations hereunder and in conformance with (i) any statement or policy that Client provides to such data subjects concerning the use and disclosure of their personally identifiable information and (ii) applicable law.

4.7        Should Client provide Nielsen with respondent contact information for survey purposes, Client shall permit Nielsen to reference Client’s name in the introductory paragraph to the survey that is viewed by all respondents, unless it is determined in Nielsen’s sole discretion that such reference would bias the survey results.

4.8        The parties acknowledge that any breach of the confidentiality requirements contained within this Section 4 may cause the non-breaching party irreparable injury for which it may not have an adequate remedy at law. Upon the occurrence of any actual or threatened breach of this Section 4, the non-breaching party shall be entitled to seek injunctive relief, in addition to exercising all other available remedies, whether equitable, legal, or provided hereunder, without the necessity of posting bond or other security.

5.0      INTELLECTUAL PROPERTY RIGHTS

5.1        The Client Materials, the data collected from survey participants after the qualification process is completed, and the Deliverables shall be the property of Client (collectively, “Client Property”).

5.2        Notwithstanding Section 5.1, Nielsen’s (i) tools, designs, techniques, know-how, methodologies and algorithms used in its market and public opinion survey research business, including its methods of collecting, assembling, compiling, describing, interpreting, and evaluating the information contained in the Deliverables, (ii) concepts, inventions, software (including source code), models, systems, prototypes, sampling methods, research designs,  methods of process or questioning, systems of analysis, tabulating cards, computer tapes and programs, disks and any other data record formats, information and materials, whether or not patentable or copyrightable, used by Nielsen in connection with the performance of its obligations under these Terms, (iii) survey questions, including propensity score weighting questions, and questionnaire forms (unless provided by Client), and (iv) demographic data relating to survey participants (unless provided by Client) (collectively, “Nielsen Property”), shall not be considered Client Property and shall at all times remain the exclusive property of Nielsen. Nielsen hereby grants to Client a non-exclusive right and license to use, and, in connection with such use, to copy and distribute internally, any Nielsen Property as included in the Deliverables; provided, however, that Client may not reverse engineer the Nielsen Property or modify or reuse the Nielsen Property outside of the Deliverables.

6.0      DISCLOSURE OF DELIVERABLES

6.1        Client agrees to inform Nielsen prior to the commencement of the Project whether the data contained in the Deliverables, in whole or in part, may be disclosed publicly in order for Nielsen to ensure that the design and methodology avoid bias, are fair, balanced and sufficiently comprehensive, and are otherwise appropriate for a public release study.

6.2        Client may provide the Deliverables to its consultants, clients and other third parties (collectively, “Third Parties”) in the ordinary course of its business, but any public use of the Deliverables or the data contained therein by any Third Parties shall be subject to the terms of this Section 6 and Client shall remain responsible to Nielsen for any public or private use or disclosure by such Third Parties.

6.3        Client and/or any Third Parties may publicly disclose the data contained in the Deliverables in a press release, at a conference or through other means (a “Public Disclosure”) so long as such data are not presented in a misleading or illegal manner.  Client and/or any Third Parties may not, however, attribute the data to Nielsen or use or reference Nielsen’s name, trademarks or logos in any Public Disclosure, including, without limitation, in an advertising, marketing or promotional claim, without the prior written consent of Nielsen, provided, that in the event that Nielsen consents to any such Public Disclosure, Client and/or the applicable Third Party (i) may only attribute the results to Nielsen when publicly releasing the deliverables as follows, and may not use any other names, trademarks or logos of Nielsen: “Participants in this study were provided through the Harris Panel, including members of its third party panel providers” and (ii) may not state or indicate that Nielsen was responsible for any survey design, data weighting, data analysis or reporting.

6.4        Notwithstanding Section 6.3, Client and/or any Third Parties may not, unless legally compelled, disclose the Deliverables or the data contained therein in any legal, administrative or governmental proceeding without the prior written consent of Nielsen.

6.5        Client shall defend, indemnify and hold harmless Nielsen and its affiliates, and their respective officers, directors, shareholders, members, employees and agents from and against any and all Losses incurred in connection with any claim against Nielsen or any of the foregoing arising out of or relating to (i) Client’s disclosure of the Deliverables or the data contained therein to any Third Party, (ii) any public disclosure of the Deliverables or the data contained therein by Client or by any Third Party, and (iii) any breach or violation of this Section 6, except to the extent that such Claim arises from Nielsen’s gross negligence, willful misconduct or breach of these Terms.

7.0      DISCLAIMER; LIMITATION OF LIABILITY

7.1        EXCEPT AS SET FORTH HEREIN, NIELSEN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.2        Nielsen performs testing and validation of its methodologies and approaches and will apply those professional standards to all aspects of the Project. Client recognizes that the Deliverables contain analysis and discussion of aggregate survey data and reflect attitudes and opinions of survey participants at the time the Project is conducted. Client recognizes that any conclusions or predictions set forth in the Deliverables are judgments, not measurements, based on that analysis and therefore cannot be guaranteed. Client acknowledges that its reliance on and use of the Deliverables, including, but not limited to, any decision, action or inaction, shall be at its sole risk.

7.3        Neither party shall be liable for any indirect, consequential, or incidental damages whatsoever (including, without limitation, those arising under a theory of warranty, contract or tort or for loss of business revenue, profits, business interruption, failure to realize savings, etc.) arising out of the use or inability to use the Deliverables, or otherwise, even if such party has been advised of the possibility of such damages. The liability of Nielsen to Client hereunder shall be limited to the amount of the fees paid under the Accepted Proposal out of which the liability arose; provided that such limitation of liability shall not apply to (a) liability arising out of violation of applicable law, or (b) liability for death, personal injury or property damage caused by its negligence or willful misconduct.

8.0      TERM AND TERMINATION

8.1        Either party (the “Terminating Party”) may, upon written notice to the other party (the “Defaulting Party”), immediately terminate an Accepted Proposal upon the occurrence and continuance of any of the following events, after providing the applicable notices and after the expiration of any applicable period of cure: (i) the bankruptcy, insolvency or receivership of the Defaulting Party, or a general assignment by the Defaulting Party for the benefit of its creditors; provided, that if any of such actions contemplated by this clause (i) are undertaken on an involuntary basis (as that term is generally used in bankruptcy), such involuntary action has not been dismissed or stayed within forty-five (45) days from the inception of any such involuntary action; (ii) the dissolution, liquidation or discontinuance of business operations by the Defaulting Party; or (iii) the failure of the Defaulting Party to remedy its material breach of or material default under the terms and provisions of these Terms after expiration of fifteen (15) days from the date of notice thereof by the Terminating Party, specifying in detail the nature of such material breach or default, other than a failure to pay any sums due hereunder as to which the Defaulting Party shall have failed to pay within five (5) days from the date of such notice.

8.2        Upon termination of an Accepted Proposal for any reason, Client shall pay for Services provided and Nielsen’s fees and costs incurred up to the point of termination, and, if Nielsen is unable to terminate any contract or other obligation directly attributable to Services contracted to be performed for or on behalf of Client and entered into on the basis of the continued performance of the Accepted Proposal, then Client also shall reimburse Nielsen for the reasonable costs related to such contract or other obligation, whether such amount is a fee for services or a termination fee.

8.3        The provisions of these Terms that by their nature should survive termination of an Accepted Proposal shall survive, including, without limitation, provisions relating to Confidential Information, ownership of intellectual property and limitation of liability.

9.0      NO RESTRICTION

Subject to Nielsen’s confidentiality obligations, these Terms shall not operate to prohibit Nielsen from furnishing to any other person or entity any type of information, data, service and/or deliverables similar or related to that which is furnished by Nielsen to Client hereunder.

10.0    NO JOINT VENTURE; NO ASSIGNMENT

Nielsen and Client are independent contractors, are not authorized to act on behalf of each other, and neither party shall represent to any third party that it is the agent or representative of the other. No joint venture or partnership is created by these Terms. These Terms are personal in nature and may not be assigned by either party without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, either party will have the right to assign its rights or obligations under these Terms without the prior written consent of the other party in the event of a transfer to an affiliate or by operation of law in connection with a change in control. Subject to the foregoing limitations upon assignability, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.0    TAXES

Client is responsible for all value-added, goods and services, sales, use and similar taxes due with respect to the Services.  Fees payable pursuant to the Accepted Proposal are exclusive of all taxes. Client agrees to cooperate with Nielsen in connection with its compliance with applicable tax regulations.

12.0    GOVERNING LAW; VENUE

These Terms shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. With respect to all matters related to these Terms, the parties consent to exclusive jurisdiction in the courts of the State of New York. The parties hereby waive any claim that such courts are an improper or inconvenient forum.

13.0    MISCELLANEOUS

No failure or delay on the part of either party in exercising any right, power or privilege hereunder and no course of dealing between the parties shall operate as a waiver of any right, power or privilege hereunder. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any party to any other or further action in any circumstances without notice or demand. No waiver shall be effective unless in writing signed by the party waiving its rights hereunder. These Terms constitute the full and complete understanding of the parties hereto with respect to the subject matter described herein, and supersedes all prior and contemporaneous written or oral agreements concerning the same. In the event of any conflict or inconsistency between these Terms and any exhibit, attachment or acceptance relating to the Project, these Terms will take precedence. These Terms shall supersede the terms and conditions of any purchase orders or other documents issued by Client with respect to the Project. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

 

Additional Terms and Conditions – Nielsen Branded Segmentation Products and Services

The Client and Nielsen acknowledge that the following terms and conditions (these “Additional Terms”) apply to and are incorporated as part of the Accepted Proposal.  In the event of any conflict between the terms of the Terms, the Additional Terms and the Accepted Proposal, the conflict shall be resolved in accordance with the following order of precedence (from highest to lowers):  the Additional Terms; the Accepted Proposal; the Terms.

1.             License.  Nielsen grants Client a limited, non-exclusive license to use internally the Nielsen branded segmentation products and services as identified in the Accepted Proposal, including, without limitation, PRIZM, P$YCLE, ConneXions, Income Producing Assets and Net Worth (the “Licensed Materials”).  Licensed Materials consist of trade secrets and other confidential and proprietary information and technology and are the sole and exclusive property of Nielsen and/or third party suppliers that have licensed Nielsen to use and sublicense portions of the Licensed Materials (collectively, “Third Party Licensors”).

2.             Limited Excerpts.  Subject to any restrictions set forth in the Accepted Proposal, Client may include limited excerpts of the Licensed Materials (“Limited Excerpts”) in its reports and analyses, which Client may disclose to third parties in support or furtherance of Client’s efforts to market its own products or services.  Client also may include Limited Excerpts in trade and consumer advertising copy, annual reports, reports to the financial community, and releases to the media for the purpose of corporate image-building or product promotion.  Limited Excerpts may not be of such quantity or quality as to be separately marketable by Nielsen.  Client may not incorporate Limited Excerpts into its own products or services without an additional license grant from Nielsen.  In all cases, Limited Excerpts disclosed to third parties must be accurately labeled; not be presented in a misleading manner; and cite Nielsen and any applicable Third Party Licensors specified in the Accepted Proposal, as well as the dates of any databases referenced.  Client may enlist the services of a third party processor to perform services utilizing the Licensed Materials on Client’s sole behalf, provided that such third party has executed a third party processor agreement with Nielsen.  No portion of the Licensed Materials (including Limited Excerpts) may be used or disclosed in any manner that is competitive with the business of Nielsen.  Any use or disclosure of any portion of the Licensed Materials other than as permitted by this license is prohibited without Nielsen’s prior written consent.  Any unauthorized disclosure or distribution of the Licensed Materials will cause irreparable harm and entitle Nielsen and/or such Third Party Licensors to immediate injunctive relief.

3.             Use Restrictions.  Except as expressly authorized in the applicable Accepted Proposal, Client will not:

(a)       Copy, reproduce or replicate the Licensed Materials, with the exceptions of: (i) one copy into computer memory for execution; (ii) up to three copies for backup purposes; and (iii) Limited Excerpts, as specified above, which may be reproduced as needed;

(b)       Distribute the Licensed Materials by any means or allow any third party to access the Licensed Materials (except as expressly set forth above), or place any portion of the Licensed Materials, including Limited Excerpts, on any website or retrieval system that may be accessed outside of Client’s immediate organization, without Nielsen’s prior written consent; 

(c)       Market, license or sell any derivative work based upon any portion of the Licensed Materials;

(d)       Use or store the Licensed Materials in a relational database containing various data designed for on-going querying and reporting (“Data Warehouse”) unless subject to a separate Data Warehouse license in the Accepted Proposal;

(e)       Reverse engineer, decompile, decode or attempt to re-identify an individual from any portion of the Licensed Materials;

(f)       Use the Licensed Materials to prepare, verify or modify any directory or mailing/marketing list which is sold, rented or otherwise provided to third parties not acting on Client’s behalf;

(g)       Use any portion of the Licensed Materials for purposes of determining adverse terms and conditions of or eligibility of an individual for employment, credit, healthcare treatment, insurance (including, but not limited to health insurance), or for any purpose for which a consumer report may be used under the Fair Credit Reporting Act;

(h)       Use any portion of the Licensed Materials in any way that could result in disparate impact or treatment under the Equal Credit Opportunity Act or the Fair Housing Act;

(i)        Use the Licensed Materials in a way that negatively characterizes any ZIP, ZIP+4, ZIP+6 or household or exclude any ZIP, ZIP+4, ZIP+6 or household in a way that could result in disparate impact or treatment on a prohibited basis under the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.) and Regulation B under that Act or the Fair Housing Act (42 U.S.C §§ 3601 et seq.);

(j)       Use the names, trademarks or logos of Nielsen or any Third Party Licensor in any advertising or promotional material that uses or references any portion of the Licensed Materials, without prior written consent, except as expressly set forth above;

(k)      Use the Licensed Materials in any legal proceeding without the prior written consent of Nielsen, except in the case of a court order and then only after Client’s having notified Nielsen in sufficient time as to allow Nielsen to seek protection.

4.             Compliance with Laws.  All use of the Licensed Materials or Limited Excerpts by or on behalf of Client must comply with the DMA Guidelines for Ethical Business Practice (www.thedma.org) and all applicable federal, state and local laws.

5.             Indemnification By Client.  Client will indemnify and hold Nielsen and its affiliates harmless from any and all loss, damage, liability and costs, including attorney’s fees, resulting from any claim or demand by third parties, arising from any misuse, disclosure or misrepresentation by Client with respect to the Licensed Materials or Limited Excerpts.

6.             Segmentation Special Conditions: Client may not disclose to any third party the unique one-for-one one segmentation assignment (including, without limitation, PRIZM, P$YCLE, ConneXions, Income Producing Assets, Net Worth) for any specific level of geography:  household, ZIP+6, ZIP+4, Block Group, ZIP, etc. (e.g., identifying a Block Group as belonging to a specific segment). The foregoing does not limit Client’s right to produce and disclose, as Limited Excerpts, aggregations of such segment assignments (i.e., created by using not less than 3 segments).  Client is expressly prohibited from using segment assignments (a) in conjunction with Internet cookies; (b) to compile a directory or cross reference file(s) that disclose the unique one-for-one segment assignment for a geographic unit; (c) in an advertising application via mobile devices, the Internet or cable set-top boxes without an additional specific license grant from Nielsen; or (d) for the purpose of selecting geographies for online advertising without an additional specific license grant from Nielsen.