TERMS OF USE

Scarborough Research Terms of Use for myprimelingo.com for Customers and Employees in the United States

Last Updated: May 1, 2010

Welcome to Scarborough Research’s website located at www.myprimelingo.com (the "Site"). As you have no doubt experienced with virtually all websites, your use of this Site is subject to certain terms and conditions of use ("Terms of Use") set forth below.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. THEY MAY SEEM TECHNICAL AND LEGALISTIC, BUT THEY ARE IMPORTANT. BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SITE OR ANY OF THE SERVICES PROVIDED ON THE SITE. SCARBOROUGH RESERVES THE RIGHT TO REVISE THESE TERMS OF USE AT ANY TIME BY UPDATING THIS POSTING SO PLEASE CHECK BACK PERIODICALLY

1. Introduction

Scarborough offers a wide range of services to its clients. Our Site and the materials and services provided thereon (collectively, together with any successor site(s), the "Site") is owned and operated by Scarborough and its affiliates ("we" or "us"). These Terms of Use along with the Privacy Policy (defined below) (and, if you are a Scarborough, Arbitron Inc. ("Arbitron") or The Nielsen Company ("Nielsen") employee, your company’s confidentiality, code of conduct, computer use policies) apply to and govern your use of the Site, regardless of how you access the Site (including through the Internet, through Wireless Access Protocol (commonly referred to as "WAP"), through a mobile network or otherwise). The Terms of Use and Privacy Policy (and the company policies of Scarborough, Arbitron, and Nielsen if you are an employee of one of those entities) are collectively referred to as the "Agreement." Before using the Site, please review both documents. As used herein, references to "your" or "you" shall include anyone who uses the Site, and if you are a client, any authorized user of your account with Scarborough.

2. Jurisdiction

The Site is controlled and/or operated from the United States and is not intended to subject us to non-U.S. jurisdiction or laws. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

3. Information You Submit

Your submission of information through the Site is governed by our Privacy Policy, which is located at myprimelingo.com (the "Privacy Policy"). You agree that all information you provide to us is true, accurate and complete, and you will maintain and update such information regularly. If you choose to make any of your personally identifiable or other information publicly available on the Site, you do so at your own risk.

4. Rules for Site Use

By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following "Rules of Conduct" as updated from time to time by us. You will not:

Post, transmit, or otherwise make available, through or in connection with the Site:

Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking" or "phreaking."
Any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme" or "investment opportunity," or any other form of solicitation.
Any material non-public information about a company without the proper authorization to do so.

Use the Site for any fraudulent or unlawful purpose.
Use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
Use the Site to advertise or offer to sell or buy any goods or services or solicit funds without our express prior written consent.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
Frame or mirror any part of the Site without our express prior written consent.
Create a database by systematically downloading and storing all or any Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior, written consent.

We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct.

5. Copyrights, Trademarks and Other Intellectual Property

All material and content contained on this Site, including but not limited to Scarborough data and estimates, software, text, graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons and the compilation of all content on this Site, are the property of Scarborough and/or its third party providers, as the case may be, and are protected by United States and international laws. No material from this Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download material available on this Site for your personal use if you are a visitor, for business purposes if you are a customer or a Scarborough, Arbitron or Nielsen employee , provided that (i) you keep intact all copyright notices, trademark legends, author attributions, and other proprietary notices, (ii) you make no modifications to the materials, (iii) you do not download quantities of materials to a database that can be used to avoid future downloads from this Site. Except as may be permitted by law, you are required to obtain permission from the copyright owner before reusing any copyrighted material on this Site as opposed to in the software. You acknowledge that you do not acquire any ownership rights by downloading material from this Site. This Site and its contents are provided for lawful purposes only.

All trademarks, service marks, and trade names are proprietary to Scarborough and/or other intellectual property owners, where indicated. You may not use our trade names, trademarks and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

You may not redistribute, sell, de-compile, reverse engineer, modify, disassemble, or otherwise reduce the Software to a human-readable form.

Except for allowing individuals to use this Site for use explained above, users are not granted a license or any other rights from Scarborough, including the intellectual property rights or other proprietary rights of Scarborough or third parties.

6. Unsolicited Submissions

Notwithstanding anything to the contrary in this Agreement, we do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions ("Unsolicited Submissions"), whether related to the Site or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our sole property. We have no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person.

7. Passwords and Security

You may need to register to use certain parts of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account.

8. Export/Import Compliance Notice

By downloading software or data, you assume responsibility for complying with applicable export/import laws and regulations and agree not to export or re export this software or data without applicable export authorization. You may not download, export or re export software or data obtained from this Site or any copy or adaptation in violation of any laws, regulations, transaction or export controls or economic sanctions imposed by the U.S. government regarding any country, government, entity or person. You are not granted the right to use or export Scarborough’s software or data outside of the United States. If, despite Scarborough’s prohibition, you choose to export any Scarborough software or data, please be aware that you must determine whether an export license will be required and, if it is, then you must obtain a license from the appropriate United States Commerce or State Department.

9. Linked Sites and Feeds

The Site may provide links to or feeds from other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR ACCESS TO AND USE OF THIRD PARTY WEBSITES, CONTENT AND RESOURCES IS AT YOUR OWN RISK.

10. Applicable Law

You agree that this Agreement (and any claim or dispute arising out of or relating to this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflict of law rules. Any disputes, actions or proceedings relating to this Agreement or your access to or use of the Site must be brought in the federal or state courts in the City and County of New York, U.S.A. and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11. Indemnity

Except to the extent prohibited under applicable law, you agree to indemnify, defend and hold harmless Scarborough from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising from or relating to (i) your use of the Site and/or any material or content you submit, download, or transmit through the Site; (ii) your breach of this Agreement or any representation, warranty or covenant made by you herein; or (iii) your violation of any applicable law, statute, ordinance, regulation or any third party's rights, including but not limited to, copyright infringement, harm to a third party's trademark or other intellectual property rights, or any claim of defamation, libel or slander. Scarborough reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Scarborough in asserting any available defenses. This obligation survives the termination of this Agreement.

12. Termination

You agree that Scarborough, in its sole discretion, may terminate your use of the Site, and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if Scarborough believes that you have violated or acted inconsistently with the letter or spirit of these terms of use. Scarborough may also in its sole discretion and at any time modify or discontinue providing the Site or any part thereof, charge, modify or waive fees required to use the Site, or offer opportunities to all or some Site users, all with or without notice. You agree that any termination of your access to the Site under any provision of this terms of use may be effected without prior notice. Further, you agree that Scarborough shall not be liable to you or any third-party for any termination of your access to the Site. These terms of use will continue to apply to your past use of the site. Termination shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Scarborough.

We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Site or any third party claim that your use of the Site is unlawful or infringes such third party’s rights). Sections 2, 5, 6, 8, 10, 11, 12, 13, 14, 15, and 16 shall survive any expiration or termination of this Agreement.

13. Disclaimer of Warranties

USE OF THIS SITE IS AT YOUR OWN RISK. THIS SITE AND THE CONTENT THEREIN ARE PROVIDED ON AN "AS IS" BASIS. SCARBOROUGH DOES NOT WARRANT THAT THE SITE (OR ANY PART OF IT) IS OR WILL BE COMPLETE, ACCURATE, UNINTERRUPTED, ERROR-FREE OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. SCARBOROUGH MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, ANY SERVICES PROVIDED ON THE SITE OR ANY INFORMATION OR DATA THAT ARE AVAILABLE, ADVERTISED, OR PROVIDED THROUGH THIS SITE. ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW.

TO THE FULLEST EXTENT ALLOWED BY LAW, SCARBOROUGH AND ITS REPRESENTATIVES DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF ANY DATA OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT SCARBOROUGH IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE; (2) DOWNLOADING ANY INFORMATION CONTAINED ON OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE; OR (3) EMAILS SENT FROM THIS SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM. YOU FURTHER ACKNOWLEDGE THAT SCARBOROUGH DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE RESULTS OBTAINED FROM USE OF THE SITE OR ANY ADVICE OR INFORMATION OBTAINED BY YOU FROM SCARBOROUGH WILL MEET YOUR EXPECTATIONS OR WILL BE SATISFACTORY IN ANY WAY.

14. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT ALLOWED BY LAW, SCARBOROUGH IS NOT LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE FOLLOWING DAMAGES, EVEN IF SCARBOROUGH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES: (1) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (2) DAMAGES FOR LOSS OF USE, PROFITS, DATA (INCLUDING LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE AND UNAUTHORIZED INTERCEPTION OF ANY SUCH DATA) OR OTHER INTANGIBLES; (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF SITE, ERRORS OR OMISSIONS; (4) DAMAGES RELATED TO DOWNLOADING INFORMATION, INFORMATION OR SENDING OR RECEIVING EMAILS AND (5) DAMAGES RESULTING FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CONTAMINATION OR DESTRUCTIVE PROGRAMS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFICATION WITH THE SITE IS TO STOP USING THE SITE. SCARBOROUGH'S LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMES, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Modifications

Scarborough may modify the Agreement (including these Terms of Use and the Privacy Policy), or any of the policies or guidelines governing the Site, at any time and in its sole discretion, by posting the modified Terms of Use or other policies and guidelines on the Site. Your use of the Site indicates your full acceptance of the Terms of Use and Privacy Policy in their then-current form each time you use the Site. You agree that Scarborough shall not be liable to you or to any third party for any modification, suspension or discontinuance of these Terms of Use, the Privacy Policy or any other policies or guidelines governing the Site.

16. Miscellaneous

This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms that we post on the Site (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail or by regular mail, in our sole discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities.

Contact Us

If you have any questions regarding the meaning or application of this Agreement, please direct such questions to clientsupport@nielsen.com. E-mail communications are not necessarily secure, so please do not include sensitive information in any e-mail to us.