NielsenIQ (“NIQ”) Terms of Use AI Chatbot

These Terms of Use govern the use of the NIQ AI Chatbot web application (the “Application”) by the Client and its user(s). These Terms may be amended from time to time. The Client will be informed of any modifications promptly. 

By accessing and using the Application, the Client and the user(s) are deemed to have read and accepted these Terms. 

FUNCTIONALITY OF NIQ AI CHATBOT 

The Application is an AIpowered tool that simulates human conversation using findings from an NIQ market segmentation study (the “Results”). It transforms the Results into personabased prompts, processes them through a large language model (currently GPT4o via Microsoft Azure OpenAI), and generates simulated dialogues to explore insights, validate positioning, and support market categorization for the Client. 

The Application records only minimal operational metadata needed to provide the Services, including project and client IDs, segment alignment details, and system prompts. The Application does not collect, process, or store any Personal Data or Sensitive Data. 

LICENSE GRANT  

Subject to these Terms and the applicable SOW or Order Form, NIQ grants Client and its Authorized User(s) a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Application – and its associated Services – solely for Client’s internal business purposes and in accordance with any user and usage limits set forth in the SOW or Order Form.   

ACCESS, FEATURES 

Access and Authentication. Client and its Authorized User(s) may access the Application via a standalone web URL designated by NIQ. Access is provisioned on a user-level basis and requires sign-in through Okta (or a successor single sign-on provider). Client is responsible for maintaining accurate user provisioning and de-provisioning and for the confidentiality of login credentials. 

Core Functionality. Once provisioned, an Authorized User may interact with market-segment personas within the Application, including, without limitation, conversational chats, scenario simulations, and idea testing (each, an “Interaction”). Interactions are conducted in natural language, and the Application may present suggested starter scenarios and questions to facilitate use. Interactions are generated from persona prompts derived from the Results, together with outputs from a large language model hosted on Microsoft Azure OpenAI. 

Pre-Delivery Evaluation and Output Characteristics. Each chatbot is evaluated against a standard question set before delivery. Responses are generated from persona prompts and reviewed for alignment with the defined segment characteristics. Outputs are qualitative in nature and may reasonably vary, similar to responses from human participants. 

Exports and Copy Functions. Authorized Users may download conversation transcripts as a PDF file and may select and copy text directly from the chat window. Exports may exclude certain system prompts, metadata, or internal annotations and are provided for convenience only. Client is responsible for any further storage, distribution, or use of exported content. 

Availability and Changes. NIQ may update the Application URL, user interface, or features from time to time, provided that such updates do not materially reduce the core functionality described above.  

INITIAL FEE; TERM; INCLUDED USAGE.  

Unless otherwise stated in an SOW or Order Form: 

(a) The initial fee covers a 12-month access period commencing on the delivery date (the “Initial Term”). 

(b) The Initial Term includes an allowance of 10,000 tokens and approximately 10 users. 

(c) For purposes of usage measurement, one (1) token equals one (1) message (each a “Token”). The counting methodology and usage meter used by NIQ will govern Token consumption. 

Overages; Additional Users; Renewal. If Client exceeds the included Token or user allowances, NIQ may (i) invoice overage fees at NIQ’s then-current rates; or (ii) require purchase of additional Token bundles and/or user seats. Unused Tokens do not roll over to any subsequent term. Upon renewal, Token and user allowances reset to the amounts specified for the renewal term in the applicable Order Form. 

ACCEPTABLE USE AND RESTRICTIONS 

Client agrees that it shall not, and shall not permit any user or third party to: 

1.  Access or use the Application except as expressly permitted in these Terms and/or the applicable SOW or Order Form. 

2. Copy, modify, translate, or create derivative works of the Application or any component thereof, except to the extent expressly permitted by law. 

3. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying models, or algorithms of the Application, except to the extent expressly permitted by law. 

4. Sell, lease, license, sublicense, distribute, or otherwise make the Application available to any person other than Authorized Users. 

5. Circumvent, disable, or interfere with access controls, usage meters, rate limits, or security measures; probe, scan, or test the vulnerability of the Application; or introduce malware or other harmful code. 

6. Generate, upload, transmit, or store content that is unlawful, defamatory, offensive, harassing, threatening, racist, discriminatory, obscene, or otherwise inappropriate; or use the Application to engage in any unlawful or harmful activity. 

7. Use the Application in violation of applicable law, third-party rights (including intellectual property and privacy rights), or these Terms. 

DATA PROCESSING AND SECURITY CONTROLS 

Data handling. The model relies on system prompts derived from the Results to guide responses, and all processing runs securely within Microsoft Azure. Data is at all times encrypted in transit and at rest. The solution incorporates SonarQube and Cycode for code/security scanning, Akamai WAF for edge protection, and Burp Suite for application testing. Authentication is managed with Okta.  

No Model Training on Client Data. The Application is not trained or fine-tuned on any Client Data or User Content. The Application uses system prompts derived from the Results to guide responses. As used herein, “Client Data” means any data or information provided by or on behalf of Client or its users in connection with the use of the Application; “User Content” means content input by end users. 

Encryption. Client Data and User Content are encrypted in transit and at rest within the Azure environment. 

Security and Authentication. As of the Effective Date, NIQ implements security measures that include (without limitation) code and supply-chain scanning, web application firewall protection, and application security testing. Authentication is provided through Okta (or a successor single sign-on provider). NIQ may modify its security tooling from time to time without materially reducing the overall security protections for the Application. 

LIABILITY; SERVICE CHANGES AND AVAILABILITY 

No Warranty on Outputs. The Application generates responses using persona prompts and a large language model. Outputs may be incomplete, outdated, or inaccurate. The Application is provided for qualitative exploration only and is not a substitute for professional advice or independent analysis. Client and its Authorized Users are solely responsible for verifying any output before relying on it or taking action. 

As-Is / As-Available. To the maximum extent permitted by law, the Application and all outputs are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including without limitation warranties of accuracy, completeness, non-infringement, merchantability, or fitness for a particular purpose. NIQ does not warrant uninterrupted or error-free operation. 

Service Changes and Suspension. NIQ may modify, add, remove, suspend, or discontinue any feature or the Application (in whole or in part) at any time without notice, and has no obligation to maintain the Application for any specific period, unless expressly stated in an Order Form or service-level agreement. 

Limitation of Liability. To the maximum extent permitted by law, NIQ and its affiliates, directors, officers, employees, and representatives shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, goodwill, or data; business interruption; or costs of substitute goods or services, arising out of or relating to the use of, inability to use, or reliance on the Application or its outputs, even if advised of the possibility of such damages. 

Non-Excludable Liability. Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law (including, where relevant, liability for fraud, willful misconduct, or death or personal injury caused by negligence). 

SUSPENSION; TERMINATION FOR CAUSE.  

NIQ may suspend or disable access to the Application immediately (with or without notice) if NIQ reasonably determines that Client or an Authorized User has violated these Terms, poses a security risk, or causes material harm to the Application or others. NIQ may terminate the license for material breach that remains uncured after notice, consistent with any notice/cure periods specified in the Order Form or master agreement. 

DISCLAIMER REGARDING THIRD-PARTY SERVICES. 

Third-Party Services. Microsoft Azure, Azure OpenAI, Okta, and any named security tools are third-party services not controlled by NIQ. Use of such services may be subject to the applicable third-party terms. Names of third-party services are used for identification only.  

APPLICABLE LAW AND JURISDICTION 

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. 

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and each party irrevocably submits to such jurisdiction.