Nielsen Let's Scan Panel Membership Agreement

PLEASE READ THIS AGREEMENT CAREFULLY, AND IF YOU AGREE TO ITS TERMS AND CONDITIONS, PLEASE INDICATE YOUR CONSENT BY CLICKING ON THE CONSENT BUTTON BELOW, WHICH WILL INDICATE YOUR COMPLETE AGREEMENT AS A CONDITION TO BECOMING A PANELIST.

1. BACKGROUND

1.1. The Nielsen Company (Thailand) Limited ("Nielsen" or "we" or "us"), part of The Nielsen Company, a leading global provider of information and insights, is creating a panel of selected smart phone users in Greater Bangkok for the purposes of collecting, receiving, processing and analysing information on individual out-of-home purchasing of packaged barcoded items (including but not limited to food and beverage products) including the preparation of reports for clients based on such information ("Research").

1.2. By providing your personal details and consenting to this Agreement (as defined below), you ("you", also referred to herien as "Panelist"), agree to take part in the Research and agree to have Nielsen's proprietary 'Let's scan' software ("Software") installed on your smart phone as further set out below.

2. MEMBERSHIP PROCESS

2.1. The Research is managed by Nielsen. In order to form part of the panel, you must review and consent to this Agreement and complete and return the membership enrollment form contained on this panel website.

2.2. Once this Agreement is accepted and provided your profile fits the Research requirements, you will be asked to download the Software onto your smart phone. This will involve a welcome SMS and email being sent to you which shall contain your username and passsword and a redirect link to App Store (for Apple user) or Play Store (for Android user). Once you have accessed the App Store or Play Store (as the case may be), you will be required to search for 'Let's scan' and then you will download the Software onto your smart phone by following the application installation instructions.

2.3. These terms and conditions, together with the Nielsen Privacy Notice and Nielsen Privacy Policy (as set out below), govern your membership in the Research and constitute an agreement between the Panelist on the one hand, and Nielsen, on the other, individually defining the rights and responsibilities of each of the Panelist and of Nielsen (including its suppliers) with respect to their separate responsibilities ("Agreement"). You cannot participate in the Research if you do not agree to this Agreement.

2.4. By accepting this Agreement, you affirm that you are 18 years of age or older, agree to join the panel and participate in the Research, and give your express consent for the collecting, receiving, processing, analysing and storage of your Membership Data and Research Data (as defined below), including in use in reports for Nielsen's clients.

2.5. After successful participation and subject to terms and conditions for reward redemption as stated on this panel website, Panelist will be rewarded by Nielsen in accordance with the 'Reward' section of this panel website (which may include by way of incentives or redeemable gift points).

3. MEMBERSHIP DATA

3.1. Nielsen will collect the following personal data ("Membership Data") about you on the membership enrollment form in order to register you as a Panelist in the Research:

3.1.1. personal - first name, surname; home address; e-mail; mobile phone number; home phone number (if any); mobile phone service provider and subscription plan; and

3.1.2. demographic - gender; month and year of birth; income; education; and occupation.

3.2. Membership Data will be stored and maintained in the secured servers of Nielsen, Survey Sampling International (the online panelist recruitment company engaged by Nielsen), Institut Icare (the developer of the Software engaged by Nielsen), and Officemate Public Company Limited (the gifts and incentives company engaged by Nielsen). For the purposes of undertaking the Research, you agree that Nielsen may control and direct the collection, storage, maintenance and use of the Membership Data in accordance with this Agreement including processing such Membership Data.

4. RESEARCH PERIOD

4.1. The research period begins from the moment Panelist accepts this Agreement and installs the Software on his or her smart phone. The research period lasts until the Panelist unsubscribes or removes the Software or Nielsen terminates the Panelist's membership.

4.2. Notwithstanding the foregoing, Nielsen may decide to discontinue the Research or any part thereof in its sole discretion. In such case you will be provided with a prior notification by SMS or any other reasonable method.

4.3. Panelist may at any time during the Research cancel his or her membership by notifying Nielsen in writing via the panel website (under the 'Contact Us' section or email to letsscan@nielsen.com). Instructions for removing the Software are also set out on the panel website. The Panelist may also, at a later date, agree to extend membership, should Nielsen decide to continue the Research.

5. SOFTWARE; RESEARCH DATA

5.1. Subject to this Agreement, Nielsen hereby grants you a limited, non-exclusive, non-transferable, non-sublicensible license to install Software on the non-volatile memory of your smart phone. You may install the Software on one smart phone that you identify during the membership registration process. You may install the Software only on a smart phone which you own, or have the right to use and install software on. All other rights with respect to the Software, its use and any accompanying documentation are hereby reserved to Nielsen.

5.2. You agree to use the Software only for the purposes of this Agreement in your capacity as a Panelist and you must not copy, modify or distribute the Software (in part or in whole) or disassemble, decompile, reverse engineer, or otherwise attempt to derive source code from the Software.

5.3. If there is a new version of the Software, Nielsen may notify a Panelist to download the new version to the Panelist's smart phone. App Store and Play Store (as the case may be) may also proivde a Panelist with notice that there is a new version of the Software available and a Panelist will be able to accept such new version by accessing the App Store or Play Store (as the case may be).

5.4. Upon a Panelist entering details of his or her out-of-home purchasing of packaged barcoded items (including but not limited to food and/or beverage products) into his or her smart phone, the Software will automatically collect and transmit such information ("Research Data") to Institut Icare's secured server. Nielsen may then use the Research Data for Research purposes. Nielsen may share Research Data and Membership Data with its affiliates including outside your home country in anonymized form only for the purposes of research, analysis and statistics and may also transmit such information in anonymized form to authorized third party processors.

5.5. For the purposes of analyzing the Research Data Nielsen may combine Research Data with Membership Data or with other personal data, and you agree that Nielsen may combine such data in this manner. Any linkage of your Research Data to your personal data, however, will be done solely for the purposes of the Research. The underlying Research Data with personal data will be controlled and processed by Nielsen and for the duration of the Research. Nielsen may process Research Data for the purposes of making anonymized reports or other materials for clients.

5.6. Nielsen may need to access Membership Data to contact you for purposes of rectifying any technical deficiencies in the Software or for resolving any related service problems.

5.7. Software will not track, collect or store the content of any personal communications such as the content of phone calls, text messages or emails or the names of any recipients or senders to your smart phone.

5.8. Software will not gather information that may reveal the actual or approximate location of a Panelist's smart phone.

6. NETWORK CHARGES

6.1. Participation in the Research involves transmission of data through Panelist's service provider's network. Panelist's network service provider or mobile operator may charge for such data transmission. The data traffic may incur a telecommunication or data fee.

6.2. For Software activation purposes, activation infofrmation will be sent to Institut Icare when the Software is first activated. The information may include the Panelist's smart phone number, the operating system of the Panelist's smart phone (on the first connection only), Panelist's username and password for login to the Software. Normal charges for text messages may apply.

6.3. Neither Nielsen or Institut Icare assumes any responsibility for the payment of any telecommunications, data, network or other similar charges incurred by Panelist due to participation in the Research and Panelist is solely responsible for such charges.

7. CONSENT TO PROCESSING OF PERSONAL DATA; PRIVACY

7.1. Nielsen respects the privacy of Panelists and in undertaking the Research will strictly observe the laws and regulations applicable to its panel and Research activities. At all times you maintain your rights in respect of your personally identifiable information or personal data under applicable law and regulations.

7.2. The Nielsen Privacy Policy is Nielsen's general privacy policy (which may be updated from time to time) and is available on the Nielsen website at: http://www.nielsen.com/intl/th/privacy-policy.html.

7.3. The Nielsen Privacy Notice is set out below:

Thank you for agreeing to join our select group of panelists. We are a leading global provider of information and insights with a long history of carefully honoring the privacy of panelists.

We assure you that we will never disclose personally identifiable information to our clients. We will NOT use your personal data to advertise, promote, or market goods or services to you. Our reports and analyses to clients are made on an anonymous basis. Our clients never see any single individual's personal data. We do not provide our clients with any personally identifiable information you provide us. From time to time we may request that you participate in projects or studies that would involve the disclosure of personal data to clients, but we will notify you of that when we request your participation, and we will not release personal data to clients unless we specifically advise you otherwise.

How will we use the information you and other panelists provide us? We use personal data to perform market research, analysis and/or statistics, and to prepare reports and analyses for our clients. This information is never used for direct marketing purposes. We may combine the data you provide us with research tools and information from other sources. We may use such combined information or data to perform research or analysis for clients. We may administer a specific survey which requests additional market research information and your participation in such a survey is voluntary. Occasionally, we partner with or subcontract with other companies and individuals. Such companies or individuals may have access to personal data about you, but only as needed to perform their functions. Notwithstanding any other provision of this Notice, we also may disclose personal data to third parties when disclosure is required by law, or desirable to permit us to exercise our legal rights or take action regarding illegal activities or to protect the safety of any person. You may contact us at any time to see details of the parties to whom this information has been made available. If all or part of our company is sold, merged, or otherwise transferred to another entity, we may transfer personal data as part of that transaction.

What information do we collect? During the initial panel membership registration process, we request certain demographic information about you, such as name, address, telephone, e-mail, birth date, gender, occupation, education level, and income. We may obtain additional information such as about your preference, purchasing and/or consumption behaviors and exposure to advertising. Once Software is installed on your smart phone, we will also collect the Research Data. We do not listen to or record any of your phone calls. We do not examine, store or record any of the contents of text or picture messages you send or receive. We do not read any of the contents of your other files or e-mail messages.

How do we collect personal information? By participating on our panel, you specifically authorize us to receive preference, purchasing and/or consumption information about you either directly from you or from outside sources. Outside data sources may include, for example, the providers of the products and services you purchase or use, retail "loyalty" programs, and organizations that collect data online. We may periodically telephone you and may periodically send you surveys or other correspondence and collect information from you via e-mail if you provide us with your e-mail address.

Your participation is always voluntary. You may contact us if at any time you would like to see the personal data we hold about you, or to ask us to correct or update this information, or to ask us to delete all personal data that we hold about you, in which case it may be necessary for us to remove you from the panel. You may contact us at any time to withdraw your consent and stop your participation in our panel. You may also stop participating in the panel by logging onto this panel website, accessing the 'Contact Us' section and sending an email to us by selecting the 'Unsubscribe from the panel' option. You may also go to 'Profile' section of the panel website and click 'Unsubscribe'.

Personal information security. To the extent permissible under applicable laws and regulations, we may store the personal data we hold about you for as long as needed for the purposes indicated in this Agreement. We may store this data in your home country, or we may transfer it to other countries. The data protection laws of other countries may differ from those in your home country, but you may be assured that we will handle personal data about you in accordance with this Notice and all applicable laws and regulations. This data will be controlled by, and will be accessible electronically only to, select Nielsen staff members. We have implemented a variety of physical, digital and legal safeguards to help ensure that the information collected through our Software is protected from unauthorized use, modification or disclosure. We have in place certain security measures to help protect the security and confidentiality of personal data while controlled by us.

How to update your profile if information changes. If at any time you wish to update your profile information, you may do so by logging into this panel website, accessing the 'Profile' section and selecting the 'Modify my profile' option.

We may change this Nielsen Privacy Notice. We reserve the right to update and make material changes to this Notice, and to our practices in handling information, including personal data. If we materially change our practices in handling personal data, we will notify you by posting the revised Notice online at this panel website, sending a SMS to your smart phone and/or by sending you an e-mail (and/or via such other reasonable method). If you do not want your information used in the new way under the revised Notice, you should resign from the panel. Your continued membership in our panel after the effective date of any changes to the Notice constitutes your acceptance of all of the changes.

8. LIMITATION OF LIABILITY; INDEMNIFICATION BY YOU

8.1. GENERAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NIELSEN, OR ANY OF ITS AFFILIATES WILL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL LOSS OR DAMAGE ARISING FROM YOUR PARTICIPATION IN THE RESEARCH OR PANEL OR IN CONNECTION WITH THE SOFTWARE OR THE DATA THEREBY COLLECTED OR THIS AGREEMENT.

8.2. SOFTWARE. ALTHOUGH THE SOFTWARE HAS BEEN TESTED IN ACCORDANCE WITH NORMAL PRACTICES, PANELIST ACKNOWLEDGES AND AGREES THAT POSSIBLE ERRORS MAY OCCUR IN THE SOFTWARE WHICH MAY CAUSE TEMPORARY INTERRUPTIONS TO THE USE OF HIS OR HER SMART PHONE OR LOSS OF DATA. NIELSEN AND ITS AFFILIATES DISCLAIMS ALL LIABILITY FOR ANY POSSIBLE DAMAGES OR LOSSES CAUSED BY AN INABILITY TO USE THE SMART PHONE OTHER THAN PERMANENT INABILITY TO USE THE SMART PHONE ARISING DIRECTLY FROM SOFTWARE ERRORS. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE, LOSS, LIABILITY OR EXPENSE RESULTING FROM YOUR USE OF THE SOFTWARE. SOFTWARE IS PROVIDED "AS IS" AND NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE IS ERROR-FREE OR BUG-FREE OR THAT ITS USE WILL BE UNINTERRUPTED, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY, INFORMATION OR CONTENT OF THE SOFTWARE. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK.

8.3. You agree to defend, indemnify and hold harmless Nielsen from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of: (i) your breach of this Agreement; (ii) your infringement or violation of any intellectual property, other rights or privacy of a third party; (iii) misuse of the Software by a third party where such misuse was made possible by your failure to take reasonable measures to protect your username and/or password against misuse; or (iv) your membership in the panel and Research.

9. MISCELLANEOUS

9.1. AMENDMENTS. Nielsen may notify you of amendments to this Agreement on prior written notice (incluing by way of SMS). Should you not agree to the proposed amendment you are free to discontinue your membership in the panel and the Research in which case you must immediately uninstall the Software. Continued use of the Software will be deemed to be your acceptance of this Agreement as amended according to the written notification.

9.2. VALIDITY. This Agreement shall neither exclude nor limit any of your mandatory rights as a consumer in your home country. If a provision of this Agreement is found to be invalid, the validity of the remaining provisions shall not be affected and the invalid provision shall be replaced with a valid provision that comes closest to the result and purpose of this Agreement. The provisions of this Agreement that are intended to survive termination shall remain valid after any termination.

9.3. CONTACTS. For any questions and requests in relation to this Agreement, please contact us by emailing us at: letsscan@nielsen.com

ACCEPTANCE: YOU CONFIRM THAT BY CLICKING ON THE CONSENT BUTTON BELOW THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT AND THEREFORE EXPRESSLY CONSENT TO NIELSEN COLLECTING, RECEIVING, USING, STORING, MAINTAINING, PROCESSING AND DISCLOSING THE DATA STATED HEREIN IN ACCORDANCE WITH THIS AGREEMENT INCLUDING THE TRANSFER OF SUCH DATA TO THIRD COUNTRIES OUTSIDE YOUR HOME COUNTRY IN THE MANNER AND FOR THE PURPOSES SET OUT IN THIS AGREEMENT.