General License Terms for Syndicated Strategic Analytics & Insights Services

1. Agreement Structure and License Terms 

1.1. These Online License Terms and Conditions for NIQ Syndicated SA&I Services (the “General License Terms”), govern the provision by NielsenIQ (“NIQ”) of Strategic Analytics and Insights syndicated services (the “Services”). The General License Terms apply in conjunction with any related documentation, including proposals, project agreements, statements of work, or similar instruments (collectively, the “Statement of Work” or “SOW”), which define the specific scope of Services to be delivered.

1.2. Syndicated Services are standardized, non-customized offerings based on pre-designed studies or ongoing data collection and are licensed to multiple clients. For clarity, the Services do not include market research studies customized for a specific client.

1.3. The Client obtains access to the Services upon execution or formal approval of a SOW. Each SOW constitutes a standalone document identifying the relevant NIQ entity and Client entity, and specifying the scope of Services, project timeline, term, pricing, payment terms, and any service-specific provisions. Unless expressly agreed otherwise in writing, each SOW incorporates these General License Terms by reference. The General License Terms together with the applicable SOW form the binding license agreement between NIQ and the Client (the “Agreement”).

2. Grant of License, Ownership and Permissions 

2.1. License Grant. In consideration of payment of the applicable charges, NIQ grants the Client a non-exclusive, non-transferable, and revocable license to access and use the Services during the Term set forth in the SOW. This license extends to the Client’s authorized users but does not include the right to grant sublicenses.

2.2. Use of Information. The Client is granted a limited, non-exclusive license to use all reports, data, analyses, and other information (collectively, “Information”) provided through the Services solely within its own business organization. The Client may share limited excerpts of such Information with its advertising agencies, retailers, brokers, distributors, and wholesalers, provided the disclosure supports the marketing of the Client’s products and is not used for any other purpose. These excerpts must not be of such quality or quantity that they possess independent commercial value. Except as expressly permitted under this Section, any disclosure to third parties is limited to consultants who have executed NIQ’s Third Party Access Agreement.

2.3. Ownership and Intellectual Property. NIQ retains sole ownership of the Services and all related Information, including the exclusive rights to distribute them. NIQ also retains all rights, title, and interest in and to its pre-existing proprietary tools and assets used in providing the Services. These include, without limitation: software, research methodologies, concepts, analyses, algorithms, models, survey designs, raw data (including physiological and biometric data), data-derived metrics, norms, benchmarks, PII, platforms, and other proprietary tools and solutions.

3. Data Usage Restrictions  

3.1. Restrictions. The Client may use NIQ Information, Services, and Deliverables in connection with generative artificial intelligence (“GenAI”) tools only under the following strict conditions: (i) Such use is limited to internal purposes, including summarization, querying, and translation. Any other use requires NIQ’s prior written approval; (ii) GenAI tools must operate in secure, private, enterprise-grade environments that prevent data leakage and maintain confidentiality; (iii) If third-party vendors, external data storage, or integration environments are involved, a formal Data Sharing Agreement or Data Warehouse Exhibit must first be executed and incorporated into this Agreement; (iv) The Client shall not, and shall ensure that no third party shall, use any NIQ Information, Deliverables, Personally Identifiable Information (PII), or other proprietary material to create, train, test, or enhance any machine learning or artificial intelligence models, algorithms, or systems, including their underlying architectures, parameters, or weights; (v) The Client shall not misrepresent, alter, or distort any portion of NIQ’s Services or Deliverables when integrated into its data environments or GenAI tools; (vi) The Client shall not use, or permit others to use, any proprietary elements of the Services or Deliverables (including methodologies, frameworks, or questionnaires developed by NIQ) to create, market, or offer any commercial research, analytics, or insight services that replicate or compete with NIQ’s proprietary offerings.

3.2. Indemnification. NIQ services are intended for internal use by Client, and Client agrees to indemnify and hold harmless NIQ, its officers and directors against all claims, damages, loss or expenses arising from Client’s disclosure of Information or from Client’s use of Information or Property other than in strict compliance with the present General License Terms.

4. NIQ Quality pledge and indemnification  

4.1. Service Execution Standards. NIQ shall act and perform the Services in accordance with: (i) the professional standards applicable to the market research industry; (ii) with due care; (iii) in compliance with all applicable laws, government regulatory requirements, and any other agreed-upon written instructions, specifications, guidelines, or requirements.

4.2. Disclaimer of Accuracy and Client Responsibility. The Client acknowledges that the Services deliverables provided are based on estimates derived from NIQ’s market research methodologies and are inherently subject to external factors beyond NIQ’s control. Such factors may include, but are not limited to, sample size variations, public sentiment fluctuations, and inherent statistical or scientific limitations affecting data extrapolation. Consequently, NIQ does not guarantee absolute accuracy or completeness of the deliverables. The Deliverables are intended for informational purposes only and should not be relied upon as a substitute for financial, investment, legal, business, or other professional advice. The Client assumes full responsibility for its decisions, actions, and the manner in which it utilizes the Services, including ensuring compliance with all applicable laws and regulations.

4.3. Remedies for Errors in Deliverables. NIQ will use reasonable efforts to correct any material error identified in the Deliverables. If NIQ fails to correct such an error, NIQ will refund the Client the Charge paid for the part of the Project affected by the error. The foregoing refund is the Client’s sole and exclusive remedy for any error, inaccuracy, delay, or failure to deliver Services.

4.4. Intellectual Property Indemnification. NIQ shall indemnify Client, its affiliates, and their respective officers, directors, shareholders, employees, and agents against any damages, loss, or expenses arising from any claim, demand, cause of action, suit, or proceeding (“Claim”) brought by a third party against Client alleging that Client’s permitted use of the Deliverables infringes any patent, copyright, trade secret or other proprietary rights of the claimant; except to the extent attributable to combination with or modification by any other content, materials or technology, and provided that Client has complied with all the present Terms, Client gives NIQ prompt written notice of such Claim, and grant NIQ sole control of the Claim including right of settlement.

4.5. Limitation of Liability. NIQ’s total aggregate liability for any direct loss, damage, or expense arising under this Agreement shall be limited to the Charges paid by the Client for the Services during the twelve (12) calendar months immediately preceding the claim. Nothing in these terms shall operate to exclude any liability that cannot be legally excluded, including but not limited to liability for fraud, willful misconduct, gross negligence, death, breach of law, or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law. Beyond the aforementioned provisions, neither Party shall be liable, whether in contract, tort, or otherwise, for any direct, indirect, consequential, or incidental loss, expense, or damage arising out of or in connection with this Agreement except as otherwise required by applicable law.

5. NIQ Charges and Client payment for NIQ Services. 

5.1. Taxes. The Client agrees to pay the Charges specified in the SOW. The Client shall also be responsible for any applicable Value Added Tax (VAT) or similar taxes. If the tax rules of the country in which Client is based require certain taxes to be withheld on the Charges (withholding taxes or “WHT”), then the Parties agree that the relevant amount of WHT shall be added on top of the Charges and then withheld from the resulting WHT inclusive amount.

5.2. Payment obligations. Payments should be made within the timelines set out on the invoices. NIQ reserves the right to suspend the Services until all outstanding Charges, including any applicable late payment interest, have been fully paid. Any overdue amounts shall accrue interest at a rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law. Interest shall be calculated from the due date until full payment is received. 

5.3. Terms for Unspecified Charges. If the Charges or payment terms for the Services are not specified due to an omission, the parties shall default to the previously agreed payment terms. In the absence of such an agreement, NIQ’s standard payment terms, as customarily applied to its Clients in the ordinary course of business, shall govern.

6. Confidentiality

NIQ and Client acknowledge that each may disclose Confidential Information to the other during the Term of this Agreement (including disclosure, on a need-to-know basis, to subsidiaries, affiliates, parent companies, or any entities that are or may in the future become subsidiaries or affiliates of any of the parties or its parent company). “Confidential Information” means any confidential or trade secret information disclosed by one Party to the other, either orally or in writing. Each Party agrees to maintain the confidentiality of all such information and to prevent unauthorized use or disclosure. Measures to protect Confidential Information should be at least as stringent as those used by the receiving Party to protect its own similar Confidential Information and, in any event, must meet a reasonable standard of care.

7. Termination

NIQ may terminate any Service if it is unable for any reason to provide such Service or if it is then terminating such Service to all similar clients and other subscribers. Either party may terminate this Agreement for material breach by the other, which remains uncured for 30 days after notice thereof.

8. Miscellaneous

8.1. Assignment. This Agreement is for the benefit of and binding on the parties and their successors and assigns. It may not be assigned by either Party without the prior written consent of the other, except that either Party may, upon written notice, assign its rights and obligations under this Agreement to an affiliate pursuant to a corporate reorganization or a successor to its business if Client’s contemplated assignment is not to a direct competitor of NIQ. Notwithstanding any other provision of this Agreement, any change of control of NIQ resulting from a public offering shall not affect the validity or enforceability of this Agreement.

8.2. Sanctions & Export Control. Each Party represents and warrants that it is, and will remain, in full compliance with all applicable Sanctions and Export Control Laws which shall mean all laws, regulations, and executive orders relating to economic or financial sanctions, export controls, import controls, and trade embargoes, including, without limitation, those administered or enforced by the United States (including OFAC, BIS, and the U.S. Department of State), the United Kingdom, and the European Union. Neither Party shall, directly or indirectly, use any funds, goods, services, or deliverables provided under this Agreement for the benefit of, or in a manner that would cause the other Party to be in violation of any Sanctions and Export Control Laws. This includes, without limitation, any transactions involving any person or entity: (a) that is on an applicable restricted or denied party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, BIS’s Denied Persons List, or any equivalent list issued by a competent authority; (b) that is, or is owned or controlled by, or acting on behalf of, a resident of, or is organized under the laws of, any country or territory subject to comprehensive sanctions or an embargo by the U.S. or any other relevant jurisdiction (currently including, but not limited to, Cuba, Iran, North Korea, Syria, and the regions of Crimea, Donetsk, and Luhansk); (c) located in, organized under the laws of, or ordinarily resident in Russia. In the event that either Party becomes, or has reason to believe that the other Party has become, subject to any investigation, designation, or restriction under applicable Sanctions and Export Control Laws, or is otherwise in breach of this Clause, the non-breaching Party may, at its sole discretion, immediately suspend its performance or terminate this Agreement without any liability to the breaching Party. Each Party shall defend, indemnify, and hold harmless the other Party, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, liabilities, costs, losses, and damages (including reasonable legal fees) arising from, or in connection with, a breach of this Sanctions and Restricted Parties Clause.

8.3. Execution; Precedence of Terms; Electronic Signatures. This Agreement may be executed in one or more counterparts and may be executed by electronic signatures. In the event of a conflict, ambiguity, or inconsistency between the Agreement and any other terms between the parties, the Agreement will govern with regard to Services. To the extent any other terms are or have been proposed or presented by the Client, including those contained in a purchase order, invoice, portal, or other documents, such terms shall not apply to the Agreement and shall have no effect, unless expressly agreed to in writing by both parties. Execution and delivery of this Agreement by email with a scanned or .pdf signature shall be as effective as delivery of a manually signed original. All counterparts are binding and admissible, and the parties waive any objection based solely on the lack of an original signature.

8.4. Insurance, subcontracting. NIQ shall carry liability insurance and other insurance coverage consistent with prudent practices in the market research industry. NIQ may use subcontractors for fieldwork, data entry, data processing, and other functions, and NIQ remains responsible for subcontractors’ performance.

8.5. Force majeure. Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by an event beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events may include, but are not limited to, major technological or infrastructure failures, government orders or regulations, judicial decisions, denial or revocation of licenses, acts of God, transportation blockades, terrorism, acts of war, severe weather, health emergencies, or unanticipated changes in law or regulation. 

8.6. Survival. The termination of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: payment obligations, termination, effect of termination, intellectual property ownership, confidentiality, indemnification, and limitation of liability.