SAMSUNG PANEL PARTICIPATION AGREEMENT
This Samsung Panel Participation Agreement (“Agreement”) between you and Samsung Electronics America, Inc. (“Samsung”) explain the rules that govern our relationship with you and applies to your participation in the Panel, your use of the Panel Portal and any hardware, software, and other technology (collectively, "Tablets"). The Services are owned and operated by Samsung Electronics Co., Ltd. (“Samsung”, “we,” “us”) and is provided for your personal use.
Your participation in the Panel is subject to the Samsung Privacy Policy https://www.samsung.com/us/account/privacy-policy/ which is hereby incorporated by this reference, and other policies that Samsung may adopt from time to time.
This Panel IS NOT INTENDED FOR ANYONE UNDER THE AGE OF 18.
PLEASE REVIEW THIS AGREEMENT CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS. YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT AND ACCEPTANCE OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS BOTH A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION. THESE PROVISIONS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS, YOU EXPRESSLY AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT, INCLUDING THE MANDATORY INDIVIDUAL ARBITRATION PROVISION AND THE CLASS ACTION/JURY TRIAL WAIVER PROVISION.
If you do not agree to the terms of this Agreement, please do not click and agree to this Agreement.
1. Overview
The Panel is meant to help Samsung to understand Digital Media consumption behavior in your household (also known as “viewership”). "Digital Media" is defined broadly to include your interactions with the Samsung Smart TVs and Samsung internet enabled TVs you use to access digital media content, TV ads and content.
As part of your participation in the Panel, Samsung will provide you with hardware, software, and other technology (collectively, "Tablets"), installation and set-up instructions and log-on procedures. These Tablets help Samsung learn about your interaction with technology and Digital Media on your Samsung Smart TVs and Samsung internet enabled TVs by gathering information about your consumption of Digital Media from these devices in your household.
2. Device
2.1. License Grant. Samsung may grant you a limited, personal, revocable, royalty-free, non-assignable, non-sublicense able, and non-exclusive license to use the Tablets solely for the purpose of participating in this Panel subject to the restrictions herein. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or attempt to extract the source code of the Tablets or any part thereof unless expressly permitted or required by law or unless you have been specifically told that you may do so by Samsung in writing.
2.2. Use of the Tablet. Samsung will provide you with Tablets to observe and record your consumption of Digital media. Your use of these Tablets is subject to this Agreement.
a. You agree to keep the Tablets within ten (10) feet of the correlating Samsung Smart TV or Samsung internet-enabled TV.
b. You will use the Tablets only for purposes of the Panel and in accordance with applicable law.
c. You will not access, use, or attempt to access or use any of the Tablets other than through the interface provided by Samsung, unless you have been specifically allowed to do so in a separate agreement with Samsung.
d. You agree to follow all instructions provided by Samsung for the installation, maintenance, and use of Tablets.
e. You will not engage in any activity that interferes with or disrupts the Panel or Tablets (or the servers and networks that are connected to the Panel or Tablets).
f. Unless you have been specifically permitted to do so in a separate agreement with Samsung, you will not reproduce, duplicate, copy, sell, trade, or resell any Panel materials or Tablets.
g. The Tablets that you use may automatically download and/or install updates from time to time. Upon request, you agree to consent to all such updates as soon as practicable.
2.3. Household.
a. Panel Accounts. The primary adult panelist must open a Samsung Rewards account in order to participant in this Panel. The Samsung Rewards account will be linked to the primary adult panelist’s Panel Account. All incentives earned through this Agreement will accrue to the primary adult panelist’s Samsung Rewards account. Each other adult member of your household that participates in the Panel must separately agree to this Agreement and the Privacy Policy. You are responsible for maintaining the confidentiality of passwords associated with any account you use to participate in the Panel. You must not share your Panel, Tablet, or Samsung login credentials with others, including any non-participating household members. If you become aware of any unauthorized use of your password or of your account, you agree to notify Samsung immediately. Applicable contact information and instructions will be provided to you as part of your participation in the Panel.
b. Minors. The Panel is intended to be completed by adults age eighteen (18) or over. For any Minors in your household, if you allow any Minors to use the Samsung Smart TVs or Samsung Internet-enabled TVs connected to Tablets in your household, you are consenting to allow Samsung to collect their data during the Panel. If you do not consent to the collection of data of a Minor you must ensure that such household members do not use the Samsung Smart TVs or Samsung Internet-enabled TVs connected to Tablets or you must log out while such Minor uses the connected devices such that data collection is suspended. It is your responsibility to suspend data collection by logging out of the Tablet(s) and Samsung shall bear no responsibility for data collected as a consequence of you failing to log out in order to suspend data collection.
3. Panel Participation
3.1. As part of your participation in the Panel:
a. You may be required to provide information about yourself, such as identification or contact details. You agree that any information you provide will be accurate, correct, and up to date. The collection, storage, use, and sharing of your personal information will be governed by the Privacy Policy.
b. You may be asked from time to time to log in to your Panel Account. This will help ensure that the information associated with your Panel Account is up to date and accurate.
d. During your participation in the Panel, you agree not to: (i) opt out of interest-based advertising, remarketing, or other forms of online behavioral advertising, from your internet enabled TV(s); (ii) employ "do not track" or related features on your internet enabled TV(s); (iii) employ ad blocking or ad injecting features on your internet enabled TV(s); or (iv) turn off location reporting services, location history services, or other location-related features on your internet enabled TV(s). If we detect such activity, we may prompt you to change your settings. Failure to change your settings upon request may be grounds for termination pursuant to Section 8.
3.2. Incentives. Samsung may provide incentives to you in connection with your participation in the Panel. By signing this Agreement, you agree to receive any incentives your household earns on the Samsung Rewards account of the primary panelist of your household. The viewership data collected from panelists will allow us to enhance the advertising services we provide to marketers, agencies and media companies and thus, improve the personalization of advertisements delivered to you. This Panel is intended to educate us about our viewers’ preferences. The incentives are intended to compensate the primary panelist for their household’s ongoing participation and program compliance. These incentives are subject to change from time to time without prior notice to you. Incentives have no cash or other value unless and until they are redeemed. Samsung reserves the right to terminate payment of Incentives upon Termination pursuant to Section 8. We may terminate the payment of incentives at any time and we will provide you notice through your Panel Account. For more information about incentives, please see the FAQ’s.
3.3. Compliance. To be considered active and compliant (eligible for reward) in the panel the meter(s) must remain on, connected to the internet and participants must confirm their presence when a show is detected.
3.4. Samsung Employee Eligibility. Employees of Samsung are prohibited from participating in the Panel. You acknowledge that you are not a Samsung employee (or an employee of a Panel Partner) and you agree that nothing in this Agreement creates an employee relationship with either Samsung, nor is the Agreement intended to do so.
4. Data Collection and Privacy
4.1. You agree to allow the Tablet to collect data around your media consumption, device information, and Tablet diagnostic information (“Tablet Data”).
4.2. Samsung may, as part of the Panel, request or collect additional information from you, including but not limited to identification and contact details (“Survey Data”) as more fully detailed and described in the Privacy Notice.
4.3. Both during and after your participation in the Panel, you agree that Samsung may process your personal information, e.g., television device IDs, advertising identifiers and your TV viewership history. For more details on Samsung’s data collection, please see the Samsung US Privacy Policy at: https://www.samsung.com/us/account/privacy-policy/.
4.4. You agree to allow Samsung to use and share the Tablet Data, Survey Data and personal information, and create derivative works therefrom, for Samsung’s own business purposes, in its sole discretion and as provided for in the Privacy Policy for the purpose of gaining insights in viewership of a household We may combine these named categories of data with publicly available data about your household in order to learn more about the demographics of your household and gain more insights.
5.1. Sometimes when you participate in the Panel you may (as a result of, or through your participation in the Panel) use a service or product, or download a piece of software, that is provided by another person or company. Your use of these other services, products and software may be subject to separate terms between you and the company or person concerned. If so, this Agreement does not affect your legal relationship with these other companies or individuals.
5.2. You acknowledge and agree that Samsung is not responsible for the availability of any third-party sites, services, or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
5.3. You acknowledge and agree that Samsung is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
6.1. Confidential Information. You agree that at all times during the Term and thereafter, you will hold in strictest confidence, and will not use or disclose to any third party, any Confidential Information without prior written consent in each instance. The term "Confidential Information" means all non-public information that Samsung designates, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes information relating to (i) business policies or practices of Samsung and its affiliated companies, (ii) customers or suppliers of Samsung or its affiliated companies, or (iii) information received from others that Samsung or its affiliated companies are obligated to treat as confidential. If you have any questions as to what comprises Confidential Information, you agree to consult with Samsung. Confidential Information does not include information that was known to you prior to Samsung's disclosure to you, or information that becomes publicly available through no fault of yours. We further agree that the terms and conditions of this Agreement will be deemed Confidential Information.
6.2. Samsung will retain the title and full ownership rights to its Confidential Information. No license, express or implied, in the Confidential Information is granted to you other than to use the information in the manner and to the extent authorized herein. Upon the written request of Samsung, all of Samsung’s Confidential Information in tangible form shall be either: (i) promptly returned to Samsung, or (ii) promptly destroyed by you. In either case, the Confidential Information shall not be retained by you in any form. Your obligations regarding the non-disclosure and use of Confidential Information exchanged hereunder will survive any return or destruction of any Confidential Information.
7.2. You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Tablets or other Panel materials.
7.3. Unless you have been expressly authorized to do so in writing by Samsung, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
8.1. This Agreement will continue to apply until terminated by either you or Samsung as set forth below.
8.2. If you want to terminate your participation in the Panel, you may do so at any time by (a) notifying Samsung in writing or by using the opt-out link in the member portal. Applicable contact information and instructions will be provided to you as part of your participation in the Panel. Upon request to terminate, you will be responsible for turning your tablet off to prevent further data collection.
8.3. Samsung may terminate your participation in the Panel, and the Terms that govern your participation for reasons of non-compliance or at their discretion.
8.4. Within 90 days of your leaving the Panel (whether by termination or expiration of this Agreement), you agree to return to Samsung all hardware (including any tablets) that you received from Samsung or its Panel Partners in connection with the Panel. Upon Samsung’s receipt of all hardware, all personal information and data collected from your household, will be de-identified and/or deleted.
8.5. All terms and conditions which, by their nature, should survive termination of the Agreement shall survive, including but not limited to 3.1.c, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 14.
9. Representations and Warranties. You represent and warrant to Samsung and its affiliated companies that:
9.1. You have the power and authority to enter into and to fully perform your obligations under the Agreement.
9.2. The information you provide to Samsung under or in connection with the Agreement is true, accurate, current and complete.
9.3. You shall use the Tablet only for purposes that are permitted by the Agreement and applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction.
9.4. You shall not engage in any activity with the Services, including the development or distribution of any Applications that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited the users, Samsung or any mobile network operator.
10.1. OTHER THAN AS EXPRESSLY SET OUT IN THEAGREEMENT, NEITHER SAMSUNG NOR ITS SUPPLIERS, DISTRIBUTORS, OR PANEL PARTNERS, MAKES ANY SPECIFIC PROMISES ABOUT THE PANEL. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE TABLETS, OR THEIR RELIABILITY OR AVAILABILITY. WE PROVIDE THE PANELS AND RELATED MATERIALS "AS IS."
10.2. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
10.3. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN THE PANEL IS AT YOUR SOLE RISK AND THAT THE PANEL AND TABLETS ARE PROVIDED "AS IS" AND "AS AVAILABLE."
11.1. You agree to defend, indemnify and hold harmless Samsung, Panel Partners, and their affiliated companies from and against any and all third party claims and all liabilities, assessments, losses, costs or damages (“Claims”) resulting from or arising out of your breach of the Agreement, your acts and omissions in your participation in the Panel, and your use of the Tablets.
11.2. Samsung agrees to defend, indemnify and hold harmless you from and against any and all Claims resulting from or arising out of the Panel and the Tablets, provided such claims do not arise from your breach of the Agreement.
12.1. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11 HEREOF AND EXCEPT FOR A BREACH OF SECTIONS 8 OR 9 BY YOU, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS OR AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, LOST PROFIT, LOST INCOME, OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 10 HEREOF AND EXCEPT FOR A BREACH OF SECTIONS 8 OR 9 BY YOU, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER OR IN CONNECTION WITH THE AGREEMENT OR ANY STATEMENT OF WORK, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED THE AMOUNT PAID BY SAMSUNG TO YOU HEREUNDER.
13. For California Residents: Notice of Financial Incentive
Samsung Electronics America, Inc. (“Samsung”) provides the Samsung Rewards Program (the “Program”), which may be considered a “financial incentive” under California law. This Notice of Financial Incentive describes the Program and other financial incentives Samsung may offer to California consumers from time to time.
Overview of Program Terms
The Program offers Program members (“Members”) the opportunity to earn points (“Points”) in connection with qualifying purchases of Samsung products and services. Subject to certain restrictions, Members using a Samsung Account on Samsung.com can earn Points on qualifying purchases, which can be redeemed when making qualifying future purchases. Members receive Points according to their status in the Program; Silver, Gold or Platinum. For more information, please see the Samsung Rewards Program Terms and Conditions, available at https://www.samsung.com/us/rewards/rewards-terms-and-conditions/.
Samsung also may provide certain limited-time promotions that enable Members to receive additional Points, subject to the terms of the specific promotion. In addition, Samsung may send Members marketing and promotional communications by email and push notifications based on the Members’ setting preferences. For more information, please see the Samsung Rewards Program Terms and Conditions, available here.
To offer you the Program, it is necessary for us to process personal information you provide in connection with your participation in the Program. For information regarding our privacy practices, please see our Privacy Policy.
Enrollment
To enroll in the Program, you must create a Samsung Account on our website or your Samsung device and consent to the Samsung Services Terms and Conditions and the Samsung Special Terms including the Samsung Rewards Program Terms and Conditions. You will automatically be registered in the Program with the creation of your Samsung Account. If you are a legacy Samsung Accountholder who is not yet enrolled in the Program, you may enroll by logging in to your Samsung Account within the Samsung Members app and visiting the Samsung Rewards page. Upon visiting the page you can click Join to enroll in the Program.
To create a Samsung Account and participate in the Program, you must provide your full name, email address, account password, birthdate and zip code. We also collect commercial information, including records of products or services purchased, obtained, or considered, including coupons, discounts, gift cards and Program Points.
How to Withdraw from the Program
You may end your participation in the Program at any time by deleting your Samsung Account. To delete your Samsung Account, please take the following steps: (1) using an Internet browser, navigate to the Samsung Login page, found at https://www.samsung.com/us/support/account/; (2) log in using your Samsung Account ID and password; (3) select the “Profile” card; and (4) select “Delete account” and follow the on-screen prompts. Please note that deleting your Samsung Account also will delete your Samsung purchase history, accumulated Points, and personal profile information. This information cannot be recovered, so be certain you want to delete your Samsung Account before you continue.
Other Financial Incentives
In addition to the Program, Samsung may from time to time offer promotions, such as sweepstakes and marketing campaigns, that involve additional processing of personal information.
14.1. Notices. All notices, demands and other communications shall be in writing and shall be deemed to have been given if delivered personally, or three days after mailing by certified mail (return receipt requested) or overnight carrier to the respective addresses listed above or to such other address as either Party may designate by providing notice in accordance with this Section 14.
14.2. Neither party shall be held responsible for any delay or failure in performance of any part of the Agreement to the extent such delay or failure is attributable to a force majeure event, including without limitation: fires, floods, riots, work stoppages, weather, acts of God, war, terrorism or delays arising from compliance with any law or government regulation or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors. If any such force majeure occurs, the party delayed or unable to perform shall promptly give written notice to the other party, stating the nature of the force majeure and any action being taken to avoid or minimize its effect. If any event described in this Section 14 substantially prevents, hinders or delays your performance for more than twenty (20) days, Samsung may terminate the Agreement with respect to all or any part of the Services without the payment of any fees or damages, and if the Agreement are terminated with respect to only part of the Services, the charges payable hereunder shall be equitably reduced.
14.3. Assignment. Neither party may assign the Agreement without the prior consent of the other party; provided that no such consent shall be required in order to assign the Agreement pursuant to a merger involving such party or the sale of all or substantially all of the assets of such party. Any permitted assignee or successor of a party’s rights and obligations under the Agreement shall be bound by all terms and conditions of the Agreement. Any attempted assignment in violation of the foregoing shall be void and of no effect.
14.4. Governing Law; Jurisdiction; Waiver of Immunity. THE AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCLUDING THE PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE SOUTHERN DISTRICT OF NEW YORK, AND AGREE THAT ANY ACTION, SUIT OR PROCEEDING CONCERNING, RELATED TO OR ARISING OUT OF THEAGREEMENT SHALL BE HEARD AND DETERMINED IN THE FEDERAL AND STATE COURTS IN THE SOUTHERN DISTRICT OF NEW YORK, AND FURTHER IRREVOCABLY WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. BOTH PARTIES AGREE TO WAIVE TRIAL BY JURY FOR ALL CLAIMS ARISING PURSUANT TO THEAGREEMENT. The parties hereby expressly acknowledge and agree that the transactions contemplated under the Agreement are commercial in nature, and the parties expressly and irrevocably waive (i) any claim or right which the parties may have to immunity (whether sovereign immunity or otherwise) for the parties or with respect to any of the parties’ assets in connection with any legal action, award or other proceedings to enforce the Agreement, including, without limitation, immunity from service of process, immunity of any of the parties’ assets from pre- or post-judgment attachment or execution and immunity from the jurisdiction of any court or tribunal; and (ii) service of process pursuant to the Hague Convention.
14.5. Entire Agreement; Amendment; Severability; Counterparts. The Agreement, including all schedules hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements. No waiver or modification of the Agreement will be binding upon either party unless made in writing and signed by duly authorized representatives such party, and no failure or delay in enforcing any right will be deemed a waiver of such right. If any term or provision of the Agreement shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties expressed herein. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one instrument. The parties agree that signatures transmitted and received via facsimile or other electronic means shall be treated as original signatures and shall be deemed valid, binding and enforceable by and against the parties.