Common use of USER OBLIGATIONS Clause in Contracts

USER OBLIGATIONS. 2.1 Without prejudice to clause 4 of Schedule 1 (Standard Terms & Conditions), the User: 2.1.1 warrants that it: 2.1.1.1 will provide NielsenIQ Brandbank with its Consumer Units for processing under the Subscription Service at least 15 days prior to the earlier of: (i) the User’s preferred Hatch Date; (ii) the date that the Consumer Unit is due to go ‘live’ with a Data Consumer (either in-store or online); or (iii) the date that the Deliverables are required by a Data Consumer for the purposes of space planning; 2.1.1.2 has the appropriate authority to instruct NielsenIQ Brandbank to create the Deliverables relating to its Consumer Units; and 2.1.1.3 has the appropriate authority to approve the Deliverables relating to its Consumer Units; 2.1.2 subject to paragraph 2.1.3, will approve the Deliverables in the NielsenIQ Brandbank Applications in accordance with the System Approval Terms to ensure that: they are compliant with all applicable laws; all images provided by NielsenIQ Brandbank through the Subscription Service are representative of the relevant Consumer Unit; and all text transcribed by NielsenIQ Brandbank is accurate and consistent with the information on the relevant Consumer Unit;‌ 2.1.3 acknowledges that where it submits Product Information or Deliverables directly for ‘live’ distribution in the NielsenIQ Brandbank Applications (i.e. where the User does not approve the Product Information or Deliverables in accordance with the System Approval Terms), the User will be deemed to have verified and assumed sole responsibility and risk for such Product Information’s, or Deliverables’, accuracy, contents and compliance with all applicable laws; 2.1.4 warrants that it has obtained all necessary licences, consents and approvals (including from any relevant medical body) required for the marketing of each of its Consumer Units; and 2.1.5 hereby grants to NielsenIQ Brandbank and its Affiliates a non-exclusive, irrevocable, perpetual, royalty-free, transferable, worldwide licence to use all IPR in each of its Consumer Units and the Product Information solely in connection with NielsenIQ Brandbank providing any of its Services to NielsenIQ Brandbank clients (including the Merchandising Exchange Service) and its Affiliates’ services to the Affiliates’ clients from time to time.‌ 2.2 The User hereby acknowledges and agrees that NielsenIQ Brandbank shall have no liability to the User or any Data Consumer for its use of the licence granted in paragraph 2.1.5.

USER OBLIGATIONS. 2.1 Without prejudice to clause 4 of Schedule 1 (Standard Terms & Conditions), the User: 2.1.1 must provide Nielsen Brandbank with up to date Consumer Unit Samples throughout the term of this Agreement to ensure that the Deliverables contained within the Nielsen Brandbank Applications are current at all time and the User is responsible for payment of the fees for the revisions for the relevant Consumer Units (where applicable within the scope of the User’s relevant Order); 2.1.2 warrants that it: 2.1.1.1 2.1.2.1 will provide NielsenIQ Nielsen Brandbank with its Consumer Units Unit Samples for processing under the Subscription Digital Product Content Service at least 15 days prior to the earlier of: (i) the User’s preferred Hatch Date; (ii) the date that the Consumer Unit is due to go ‘live’ with a Data Consumer (either in-store or online); or (iii) the date that the Deliverables are required by a Data Consumer for the purposes of space planning; 2.1.1.2 2.1.2.2 will notify Nielsen Brandbank in writing in advance where any Consumer Units are of a hazardous nature. The User must ensure that any such Consumer Unit samples that are sent to Nielsen Brandbank are packaged appropriately (with clear warning labels) to reduce any risks of contamination or injury. The User will be responsible for collecting and/or disposing of any hazardous Consumer Units or medical Consumer Units at the User’s sole cost within a period of 14 days from the completion of the image and/or data capture process under the Digital Product Content Service; 2.1.2.3 has the appropriate authority to instruct NielsenIQ Nielsen Brandbank to create the Deliverables relating to its Consumer Units; and 2.1.1.3 2.1.2.4 has the appropriate authority to approve the Deliverables relating to its Consumer Units;; and 2.1.2 2.1.3 subject to paragraph 2.1.32.1.4 below, must approve the Deliverables in the Nielsen Brandbank Applications within a period of three months from the Deliverables being made available for approval. In the event that the User does not approve the Deliverables within this period, the Deliverables will be deleted from the Nielsen Brandbank Applications and the fees for the relevant Consumer Unit will remain due and payable in full. In this event, the relevant Consumer Unit would need to be re- processed through the Digital Product Content Service as a new Order and the full fees for the Consumer Unit shall be payable again by the User; 2.1.4 will approve the Deliverables in the NielsenIQ Nielsen Brandbank Applications in accordance with the System Approval Terms to ensure that: they are compliant with all applicable laws; all images provided by NielsenIQ Nielsen Brandbank through the Subscription Digital Product Content Service are representative of the relevant Consumer Unit; and all text transcribed by NielsenIQ Nielsen Brandbank is accurate and consistent with the information on the relevant Consumer Unit;‌Unit; 2.1.3 2.1.5 acknowledges that where it submits Product Information or Deliverables directly for ‘live’ distribution in the NielsenIQ Nielsen Brandbank Applications (i.e. where the User does not approve the Product Information or Deliverables in accordance with the System Approval Terms), the User will be deemed to have verified and assumed sole responsibility and risk for such Product Information’s, or Deliverables’, accuracy, contents and compliance with all applicable laws; 2.1.4 2.1.6 warrants that it has obtained all necessary licences, consents and approvals (including from any relevant medical body) required for the marketing of each of its Consumer Units; and 2.1.5 2.1.7 hereby grants to NielsenIQ Nielsen Brandbank and its Affiliates a non-exclusive, irrevocable, perpetual, royalty-free, transferable, worldwide licence to use all IPR in each of its Consumer Units and the Product Information solely in connection with NielsenIQ Nielsen Brandbank providing any of its Services to NielsenIQ Nielsen Brandbank clients (including the Merchandising Exchange Service) and its Affiliates’ services to the Affiliates’ clients from time to time.‌time. 2.2 The User hereby acknowledges and agrees that NielsenIQ Nielsen Brandbank shall have no liability to the User or any Data Consumer for its use of the licence granted in paragraph 2.1.52.1.7. 2.3 The User agrees that any User Works must adhere to the Nielsen Brandbank requirements for supplied content, as notified by Nielsen Brandbank to the User from time to time. The User also agrees that where it provides Nielsen Brandbank with User Works, it will also be required to provide product weights and dimension information in relation to the applicable Consumer Units. Nielsen Brandbank has no obligation to publish any User Works where the User fails to comply with this clause. 2.4 The User may use an alternative upload mechanism for User Works instead of the Content Validation Portal, but this will be subject to Nielsen Brandbank’s prior written approval and the application of additional fees and commercial terms. 2.5 Where the User has established a M2M Feed with Nielsen Brandbank, the User acknowledges and agrees that it is only permitted to update it full product catalogue once per calendar month, except that new products and updated product versions may be transmitted upon their creation.

USER OBLIGATIONS. ‌ 2.1 Without prejudice to clause 4 of Schedule 1 (Standard Terms & Conditions), the User: 2.1.1 must provide NielsenIQ Brandbank with up to date Consumer Unit Samples throughout the term of this Agreement to ensure that the Deliverables contained within the NielsenIQ Brandbank Applications are current at all time and the User is responsible for payment of the fees for the revisions for the relevant Consumer Units (where applicable within the scope of the User’s relevant Order); 2.1.2 warrants that it:it:‌ 2.1.1.1 2.1.2.1 will provide NielsenIQ Brandbank with its Consumer Units Unit Samples for processing under the Subscription Digital Product Content Service at least 15 days prior to the earlier of: (i) the User’s preferred Hatch Date; (ii) the date that the Consumer Unit is due to go ‘live’ with a Data Consumer (either in-store or online); or (iii) the date that the Deliverables are required by a Data Consumer for the purposes of space planning; 2.1.1.2 2.1.2.2 will notify NielsenIQ Brandbank in writing in advance where any Consumer Units are of a hazardous nature. The User must ensure that any such Consumer Unit samples that are sent to NielsenIQ Brandbank are packaged appropriately (with clear warning labels) to reduce any risks of contamination or injury. The User will be responsible for collecting and/or disposing of any hazardous Consumer Units or medical Consumer Units at the User’s sole cost within a period of 14 days from the completion of the image and/or data capture process under the Digital Product Content Service; 2.1.2.3 has the appropriate authority to instruct NielsenIQ Brandbank to create the Deliverables relating to its Consumer Units; and 2.1.1.3 2.1.2.4 has the appropriate authority to approve the Deliverables relating to its Consumer Units;; and 2.1.2 2.1.3 subject to paragraph 2.1.32.1.4 below, must approve the Deliverables in the NielsenIQ Brandbank Applications within a period of three months from the Deliverables being made available for approval. In the event that the User does not approve the Deliverables within this period, the Deliverables will be deleted from the NielsenIQ Brandbank Applications and the fees for the relevant Consumer Unit will remain due and payable in full. In this event, the relevant Consumer Unit would need to be re-processed through the Digital Product Content Service as a new Order and the full fees for the Consumer Unit shall be payable again by the User; 2.1.4 will approve the Deliverables in the NielsenIQ Brandbank Applications in accordance with the System Approval Terms to ensure that: they are compliant with all applicable laws; all images provided by NielsenIQ Brandbank through the Subscription Digital Product Content Service are representative of the relevant Consumer Unit; and all text transcribed by NielsenIQ Brandbank is accurate and consistent with the information on the relevant Consumer Unit;‌ 2.1.3 2.1.5 acknowledges that where it submits Product Information or Deliverables directly for ‘live’ distribution in the NielsenIQ Brandbank Applications (i.e. where the User does not approve the Product Information or Deliverables in accordance with the System Approval Terms), the User will be deemed to have verified and assumed sole responsibility and risk for such Product Information’s, or Deliverables’, accuracy, contents and compliance with all applicable laws; 2.1.4 2.1.6 warrants that it has obtained all necessary licences, consents and approvals (including from any relevant medical body) required for the marketing of each of its Consumer Units; and 2.1.5 2.1.7 hereby grants to NielsenIQ Brandbank and its Affiliates a non-exclusive, irrevocable, perpetual, royalty-free, transferable, worldwide licence to use all IPR in each of its Consumer Units and the Product Information solely in connection with NielsenIQ Brandbank providing any of its Services to NielsenIQ Brandbank clients (including the Merchandising Exchange Service) and its Affiliates’ services to the Affiliates’ clients from time to time.‌time. 2.2 The User hereby acknowledges and agrees that NielsenIQ Brandbank shall have no liability to the User or any Data Consumer for its use of the licence granted in paragraph 2.1.52.1.7. 2.3 The User agrees that any User Works must adhere to the NielsenIQ Brandbank requirements for supplied content, as notified by NielsenIQ Brandbank to the User from time to time. The User also agrees that where it provides NielsenIQ Brandbank with User Works, it will also be required to provide product weights and dimension information in relation to the applicable Consumer Units. NielsenIQ Brandbank has no obligation to publish any User Works where the User fails to comply with this clause. 2.4 The User may use an alternative upload mechanism for User Works instead of the Content Validation Portal, but this will be subject to NielsenIQ Brandbank’s prior written approval and the application of additional fees and commercial terms. 2.5 Where the User has established a M2M Feed with NielsenIQ Brandbank, the User acknowledges and agrees that it is only permitted to update it full product catalogue once per calendar month, except that new products and updated product versions may be transmitted upon their creation.

USER OBLIGATIONS. 2.1 Without prejudice to clause 4 of Schedule 1 (Standard Terms & Conditions), the User: 2.1.1 warrants that it: 2.1.1.1 will provide NielsenIQ Nielsen Brandbank with its Consumer Units for processing under the Subscription Service at least 15 days prior to the earlier of: (i) the User’s preferred Hatch Date; (ii) the date that the Consumer Unit is due to go ‘live’ with a Data Consumer (either in-in- store or online); or (iii) the date that the Deliverables are required by a Data Consumer for the purposes of space planning; 2.1.1.2 has the appropriate authority to instruct NielsenIQ Nielsen Brandbank to create the Deliverables relating to its Consumer Units; and 2.1.1.3 has the appropriate authority to approve the Deliverables relating to its Consumer Units; 2.1.2 subject to paragraph 2.1.3, will approve the Deliverables in the NielsenIQ Nielsen Brandbank Applications in accordance with the System Approval Terms to ensure that: they are compliant with all applicable laws; all images provided by NielsenIQ Nielsen Brandbank through the Subscription Service are representative of the relevant Consumer Unit; and all text transcribed by NielsenIQ Nielsen Brandbank is accurate and consistent with the information on the relevant Consumer Unit;‌Unit; 2.1.3 acknowledges that where it submits Product Information or Deliverables directly for ‘live’ distribution in the NielsenIQ Nielsen Brandbank Applications (i.e. where the User does not approve the Product Information or Deliverables in accordance with the System Approval Terms), the User will be deemed to have verified and assumed sole responsibility and risk for such Product Information’s, or Deliverables’, accuracy, contents and compliance with all applicable laws; 2.1.4 warrants that it has obtained all necessary licences, consents and approvals (including from any relevant medical body) required for the marketing of each of its Consumer Units; and 2.1.5 hereby grants to NielsenIQ Nielsen Brandbank and its Affiliates a non-exclusive, irrevocable, perpetual, royalty-royalty- free, transferable, worldwide licence to use all IPR in each of its Consumer Units and the Product Information solely in connection with NielsenIQ Nielsen Brandbank providing any of its Services to NielsenIQ Nielsen Brandbank clients (including the Merchandising Exchange Service) and its Affiliates’ services to the Affiliates’ clients from time to time.‌time. 2.2 The User hereby acknowledges and agrees that NielsenIQ Nielsen Brandbank shall have no liability to the User or any Data Consumer for its use of the licence granted in paragraph 2.1.5.

USER OBLIGATIONS. 2.1 Without prejudice to clause 4 of Schedule 1 (Standard Terms & Conditions), the UserUser will: 2.1.1 warrants that it: 2.1.1.1 will provide NielsenIQ Nielsen Brandbank with its a Consumer Units for processing under Unit range list (to the Subscription Service agreed specification) at least 15 days prior once a week; 2.1.2 automatically send Nielsen Brandbank an acknowledgement of receipt immediately on receiving the Deliverables and any amendments thereto; 2.1.3 apply any amendments or deletions to any Deliverables available on any media accessible to consumers accurately and within 24 hours of receiving an update from Nielsen Brandbank; 2.1.4 without limit to the earlier of: (i) the User’s preferred Hatch Date; (ii) the date that the generality of paragraph 2.1.3 above, remove from display, and from any media accessible to consumers, all Deliverables for any Consumer Unit is due to go ‘live’ for which Nielsen Brandbank denotes has either been superseded or requested for removal by the brand owner / manufacturer; 2.1.5 when publishing any Deliverable, publish with that Deliverable a Data Label Notice and a Market Statement and publish each Deliverable only in respect of the correct and corresponding Consumer (either in-store or online); or (iii) the date that Unit; 2.1.6 use the Deliverables are required by a from the Data Consumer Feed Service only for the purposes of space planningmaking reasonable use of the Data Feed Service and as otherwise permitted under this Agreement; 2.1.1.2 has the appropriate authority to instruct NielsenIQ Brandbank to create the Deliverables relating to its Consumer Units; and 2.1.1.3 has the appropriate authority to approve the Deliverables relating to its Consumer Units; 2.1.2 subject to paragraph 2.1.3, will approve the Deliverables in the NielsenIQ Brandbank Applications in accordance with the System Approval Terms to ensure that: they are compliant with all applicable laws; all images provided by NielsenIQ Brandbank through the Subscription Service are representative of the relevant Consumer Unit; and all text transcribed by NielsenIQ Brandbank is accurate and consistent with the information on the relevant Consumer Unit;‌ 2.1.3 acknowledges that where it submits Product Information or Deliverables directly for ‘live’ distribution in the NielsenIQ Brandbank Applications (i.e. where the User does 2.1.7 not approve the Product Information or Deliverables in accordance with the System Approval Terms), the User will be deemed to have verified and assumed sole responsibility and risk for such Product Information’s, or Deliverables’, accuracy, contents and compliance with all applicable laws; 2.1.4 warrants that it has obtained all necessary licences, consents and approvals (including from any relevant medical body) required for the marketing of each of its Consumer Units; and 2.1.5 hereby grants to NielsenIQ Brandbank and its Affiliates a non-exclusive, irrevocable, perpetual, royalty-free, transferable, worldwide licence entitled to use all IPR in each of its Consumer Units and the Product Information solely in connection with NielsenIQ Brandbank providing any of its Services to NielsenIQ Brandbank clients (including the Merchandising Exchange Service) and its Affiliates’ services to the Affiliates’ clients from time to time.‌ 2.2 The User hereby acknowledges and agrees that NielsenIQ Brandbank shall have no liability to the User Deliverables or any Data Consumer for other data obtained through its use of the licence granted Data Feed Service until the relevant Hatch Date, or at any time after the relevant End Date; 2.1.8 use reasonable endeavors to promptly respond to and resolve any queries or difficulties any third party supplier may have from time to time in paragraph 2.1.5respect of the User’s range lists, website coverage or otherwise; 2.1.9 where applicable, encourage its relevant suppliers (i.e. brand owners / manufacturers of Consumer Units) to use the Nielsen Brandbank Subscription Service; 2.1.10 send Nielsen Brandbank feedback and comments on the transfer of the Deliverables within eight Working Hours of its receipt of the Deliverables; 2.1.11 respond to support calls from Nielsen Brandbank made in respect of failures in connection with the transfer feed of the Deliverables within four Working Hours of receiving the call and use reasonable endeavors to rectify any failures within one Business Day of the failure first occurring; and 2.1.12 within three months of being requested in writing to do so by Nielsen Brandbank, make changes to the data schemas and/or interfaces to the Data Feed Service and update its interfaces in order to confirm the changes made to the data schemas and/or interfaces.