Nielsen Download License Agreement
Reporting Access for Google Always On Campaigns
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1. The following terms and conditions ("Terms") from The Nielsen Company (US), LLC ("Nielsen") apply to your access and use of Nielsen’s Digital Ad Ratings and/or Nielsen One digital ad measurement for campaigns on Google’s properties. By selecting “I accept the Terms” below and by using or accessing any Nielsen Information, you acknowledge that such Nielsen Information is governed by the Terms. Other access to Nielsen services (e.g., for cross-publisher reporting or cross-platform reporting) require a separate written agreement with Nielsen. If you have already entered into a separate written agreement with Nielsen related to your use of Nielsen Information, or if you enter into such written agreement, then such agreement will govern in case of a conflict with these Terms. IF YOU ARE AGREEING TO BE BOUND BY THESE TERMS ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH OTHER ENTITY TO THESE TERMS.
2. You acknowledge that you may be receiving certain data and information from Nielsen or from Google on behalf of Nielsen (the "Nielsen Information"), and that such Nielsen Information is made available to you for your confidential internal use within the United States of America in connection with your business as an agency or advertiser (as applicable).
3. If you are an entity that is an agency, you may disclose Nielsen Information relating to the advertising campaign measured by Nielsen ("Campaign") to your client and the advertiser sponsoring the Campaign. If you are an entity that is an advertiser, you may disclose Nielsen Information relating to the Campaign to your advertising agency for use solely on your behalf in connection with such Campaign.
4. You may also disclose limited excerpts of Nielsen Information that are not of sufficient quantity or quality as to have independent commercial value ("Limited Excerpts") to: (a) Google, but only with respect to the Campaigns run on those Google’s sites; and (b) third parties in connection with your marketing efforts, provided that such disclosure may not identify any publisher without the prior consent of that publisher.
5. For any and all disclosures of Nielsen Information, you will ensure recipients maintain their confidentiality and be responsible for any breach of confidentiality, damages to or claims against Nielsen resulting from such disclosures. You must obtain Nielsen’s written consent prior to using any Nielsen Information in oral or written press, publicity, external documentation or marketing collateral. Nielsen Information disclosed by you must: (a) not be presented in a misleading manner; (b) follow any press usage guidelines, external use of data policy or other guidelines provided by Nielsen; (c) be accurately sourced to Nielsen; and (d) only be disclosed to third parties that are authorized to receive such information. You agree to indemnify, defend and hold Nielsen harmless from and against all claims, causes of action, damages, losses, liabilities and expenses (including all professional fees, legal fees and expenses) arising from or relating to your use and/or disclosure of the Nielsen Information. You shall not decompile, reverse engineer, disassemble, sublicense, distribute, dispose of, modify, adapt or translate, or remove any proprietary or copyright legend from, any Nielsen Information. Under no circumstances may you provide passwords to or otherwise enable access to Nielsen technology for a third party without Nielsen’s prior written consent.
6. No Nielsen Information may be used in any legal or administrative proceeding. If such use is compelled by legal process, you shall promptly give Nielsen advance written notice and, before such use, obtain confidentiality agreements, protective orders and evidentiary stipulations acceptable to Nielsen and shall limit the use to the minimum necessary to comply with such legal requirement.
7. You recognize that Nielsen Information represents Nielsen’s opinion based on its analysis of data and information, including data from sample households and other sources that may not be under Nielsen’s control, and that Nielsen cannot guarantee the accuracy of Nielsen Information. Without limiting the foregoing, NIELSEN DISCLAIMS AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO YOU OR TO ANY THIRD PARTY, CONCERNING THE NIELSEN INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT WILL NIELSEN OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS OR INFORMATION, OR DAMAGES FOR BUSINESS INTERRUPTION, COST OF COVER OR CAPITAL IN CONNECTION WITH NIELSEN INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing disclaimer shall not act as or constitute an admission by Nielsen that the Nielsen Information constitutes goods, commodities or tangible personal property under applicable law.
8. If these Terms are part of any agreement between you and Google or its affiliates, you acknowledge and agree that Nielsen is a third party beneficiary to any such agreement.
9. These Terms shall commence on the date of acceptance and continue through September 14, 2029. Nielsen may terminate these Terms upon fifteen (15) calendar days’ notice to you. Within thirty (30) days after any termination or expiration of these Terms, you will cease use of and tender to or destroy all Nielsen Information in your possession or control.
10. All terms and conditions that by their nature survive any expiration or termination of these Terms shall survive until fulfilled. You may not assign your rights or obligations under these Terms without the prior written consent of Nielsen. Any purported assignment in violation of this section shall be null and void. These Terms shall be governed by the laws of the State of New York, United States of America, without regard to its choice of law provisions. You agree to the exclusive personal jurisdiction of the State and Federal courts located in New York County, New York for the purposes of resolving all disputes arising in connection with these Terms.
YOU INDICATE ACCEPTANCE BY SELECTING THE "I ACCEPT THE TERMS" OPTION BELOW. BY SELECTING THE "I ACCEPT THE TERMS" OPTION, YOU ACCEPT THESE TERMS ON BEHALF OF YOUR COMPANY, AND AGREE THAT YOUR COMPANY SHALL BE BOUND BY SUCH TERMS.