Nielsen Download License Agreement

This Acknowledgement ("Acknowledgement") is entered into by you, on behalf of your company, and its affiliates (including any stations) (collectively "you", "your" or "Licensee") and The Nielsen Company (US), LLC and its affiliates ("Nielsen" or "we" or "us"). Your use of the Nielsen Watermarking Download is subject to the License Agreements between you and Nielsen ("Nielsen Agreements"), and is deemed to be an update to any Nielsen technology (e.g., Nielsen's Encoder SDK) provided to you pursuant to such Nielsen Agreements. If you are a subcontractor who uses Nielsen technology on behalf of a mutual client of you and Nielsen ("Nielsen Clients"), your use of the Nielsen Watermarking Download is subject to the terms and conditions of any applicable agreements between Nielsen Clients and Nielsen ("Client Agreements").

BY CLICKING "I ACCEPT" BELOW, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER AND ITS AFFILIATES AND ACCEPT THESE TERMS ON BEHALF OF YOURSELF, YOUR EMPLOYER AND ITS AFFILIATES. IF YOU DO NOT HAVE THIS AUTHORITY, YOU MAY NOT ACCEPT THIS AGREEMENT OR USE THE MATERIALS ON BEHALF OF YOUR EMPLOYER OR ITS AFFILIATES.

In the event of a conflict between this Acknowledgement and your applicable Nielsen Agreements or Client Agreements, this Acknowledgement shall prevail solely with respect to the license of the Nielsen Watermarking Download provided hereunder. All other terms of your applicable Nielsen Agreements or Client Agreements shall remain in full force and effect.

1. Licensee may: (i) use Nielsen Watermarking Download at Licensee's locations solely for the purpose of inserting Watermarks into Licensee's or a Nielsen Client's broadcast audio streams; or (ii) distribute the Nielsen Watermarking Download to Nielsen Clients for use by such Nielsen Clients to insert Watermarks into the broadcast audio streams of such Nielsen Clients; in accordance with the applicable Nielsen Agreements or Client Agreements (the "Purpose"). "Nielsen Watermarking Download" means software and/or firmware for embedding Watermarks into an audio stream and/or detecting Watermarks; all updates thereto and functions thereof, all data generated thereby, and all related documentation and materials. "Watermarks" means acoustically masked data that has been repetitively encoded onto or embedded within a signal stream using Nielsen proprietary technology, including by the Nielsen Watermarking Download. The data may include information about the source distributor/network of content and a date/time stamp associated with that instant of the associated content.

2. Licensee shall use the Nielsen Watermarking Download solely for the Purpose. The Nielsen Watermarking Download is licensed and not sold, and, as between the parties, ownership of all intellectual property rights therein and goodwill associated therewith shall remain with and accrue to Nielsen alone. All rights not granted to Licensee herein are expressly reserved by Nielsen. Nielsen Watermarking Download is Nielsen Confidential Information (as defined in the applicable Nielsen Agreements or Client Agreements).

3. Licensee shall not and shall not allow any third party to: (a) copy, reproduce, modify, change, alter or update the Nielsen Watermarking Download and/or any Watermark or any part thereof; (b) rent, lease, loan, license, sublicense, distribute, transfer, publish, display, disclose, or permit access to the Nielsen Watermarking Download, except to the extent that Licensee is explicitly authorized to do so in writing by Nielsen; (c) access, reverse engineer, decompile, translate, adapt, disassemble, decrypt or otherwise use any process to discover the source code of the Nielsen Watermarking Download or of any output; (d) use a proxy server or any other technology to intercept, store or divert any output of the Nielsen Watermarking Download contrary to the Purpose; or (e) remove, alter or modify any identifying mark, copyright, or other proprietary notice of Nielsen or its licensors from any copy of the Nielsen Watermarking Download.

4. Licensee expressly agrees that it shall not and shall not allow any third party to engage in any activities, which are reasonably determined by Nielsen to be encoding distortion and/or rating distortion. Such prohibited activities may include, but are not limited to, activities which could:

i. constitute a use of Watermarks encoded in a broadcast stream, or any other Nielsen encoded signal, for a purpose or in a manner not authorized by Nielsen (such as amplification or compression), or otherwise encode any media not authorized by Nielsen with Watermarks;

ii. cause any Nielsen panelist, household member or other person(s) furnishing data to Nielsen ("Respondent") to misrepresent his/her demographic or other characteristics or that of his/her household in which he or she resides; or,

iii. cause any Respondent to surrender control of his or her PPM meter or other Nielsen equipment to anyone not authorized by Nielsen, including, but not limited to, a party determined by Nielsen to be media-affiliated; or,

iv. determine, or attempt to discover, the identity of a Respondent or otherwise cause, the identity or location of a Respondent to become known other than to Nielsen; or,

v. use or disclose any Respondent data (in the event that such data or information comes to its attention); or,

vi. cause the participation in a Nielsen panel by a media-affiliated individual.

5. THE NIELSEN WATERMARKING DOWNLOAD IS PROVIDED "AS IS" AND ANY INSTALLATION OF OR USE BY LICENSEE OF THE NIELSEN WATERMARKING DOWNLOAD IS AT LICENSEE'S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIELSEN DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NIELSEN'S LIABILITY FOR ANY CLAIMS RELATED TO THE NIELSEN WATERMARKING DOWNLOAD SHALL BE LIMITED TO $1,000.