Foursquare Attribution Additional Terms

Last Updated: November 7, 2022

These Foursquare Attribution Additional Terms (“Additional Attribution Terms”) apply to the Foursquare Attribution measurement service. In these Additional Attribution Terms, references to the “Product” are to the Foursquare Attribution measurement service provided to Company. Terms not defined in these Additional Attribution Terms are defined in the Foursquare Enterprise Customer Master Terms.

1. Certain Definitions

1.1 “Approved Campaign” means an advertising campaign for which Foursquare will provide access to the Product, as approved by Foursquare in advance in a Supplement.

1.2. “Exposure Data” means Exposure Files, data collected via the Pixel and/or OOH Data.

1.3. “Fee Schedule” means the fees set forth in a Supplement, which may be usage based (e.g., on a CPM basis) or stated as a fixed fee. Foursquare may revise the Fee Schedule from time to time and such revised Fees Schedule will be made effective by giving Company written notice of the applicable revision.

1.4. “Insights” means the analytics describing the effectiveness of each Approved Campaign and other information Foursquare provides or makes accessible to Company in connection with an Approved Campaign, whether via Attribution UI, MAPI, download or otherwise provided by Foursquare.

1.5. “Minimum Spend” means, in connection with an Approved Campaign or group of Approved Campaigns, the minimum amount Company agrees to spend with Foursquare for the Product.

2. Access and Use

2.1. The parties will enter into a Supplement for each Approved Campaign, which will include, at minimum, the campaign term and territory, applicable Product components, and the Fee Schedule. Foursquare will render Insights based on Exposure Data, in the user interface currently accessible via https://www.placed.com (as may be updated from time to time, the “Attribution UI”), and at Company’s election, via Foursquare’s measurement application program interface (“MAPI”), each in accordance with Foursquare’s standard technical specifications.

2.2 Subject to the terms of the Agreement, Foursquare grants Company a non-exclusive, non-sublicensable, nontransferable right, solely for use in assessing the effectiveness of Approved Campaigns in accordance with these Additional Attribution Terms, to: (a) access and use the Attribution UI and MAPI during each Approved Campaign; and (b) to perpetually use the Insights obtained by Company, and to share the Insights with clients involved in the relevant Approved Campaign (if applicable). If Company shares such Insights with clients, Company’s client agreements must provide that clients will only use Insights internally, in connection with the relevant ad campaign(s). Company may exercise the foregoing licenses solely in connection with the advertising media (or the advertising platform, as applicable) for which Company has ordered the Product. Except as expressly authorized in a Supplement, Company will not otherwise share Insights with any third party.

2.2. Notwithstanding anything to the contrary herein, Foursquare may discontinue, limit or remove access to or functionality of the Attribution UI and/or MAPI at any time.

3. Provision of Exposure Data

3.1. Exposure File Implementation: For Approved Campaigns for which the parties have agreed to an exposure file implementation, Company (itself or through Company’s service provider) will provide Foursquare with a file (an “Exposure File”) containing, with respect to each Approved Campaign, the following information: the mobile device identifiers (and/or upon mutual agreement of the parties (email sufficient), the hashed emails that were served advertising, the placement identifier, and UTC timestamps of each exposure, each in accordance with Foursquare’s standard specifications.

3.2. Pixel Implementation: For Approved Campaigns for which the parties have agreed that Company will implement a Foursquare pixel or similar tracking code to pass exposure data to Foursquare (the “Pixel”), Foursquare will make such Pixel available and Company will deploy the Pixel without unreasonable delay after the Approved Campaign is agreed. Company may append any necessary macros or necessary text, in accordance with the Pixel’s specification(s). Company will be solely responsible for such macro or texts so appended. Company may embed (or authorize a third party to embed on Company’s behalf), the Pixel in advertising creative for the Approved Campaign. Company will not: (i) modify the Pixel or configure the Pixel to collect personally identifiable information; (ii) use the Pixel nor any data obtained via the Pixel for any purpose not expressly permitted herein; (iii) attempt to obtain or access the data gathered via the Pixel or divert data obtained via the Pixel to any location (including, but not limited to, services operated by Company); or (iv) embed, or permit a third party to embed, the Pixel in any creative that is directed to a person known or reasonably believed to be under age thirteen (13) (directly via the creative, or indirectly by running creative on sites frequented by persons under age 13).

3.3. OOH Implementation: For Approved Campaigns that include OOH, Company (itself or through its service provider) will provide Foursquare with a file containing the following information in accordance with Foursquare’s standard specifications: indication of path- or place-based measurement (with path-based including placement-direction and place-based including brand name), placement identifiers, and lat/long. For digital OOH, Company will also provide proof-of-play logs to Foursquare on at least a weekly basis.If the Supplement includes an OOH (out-of-home) implementation. All of the foregoing information constitutes “OOH Data”.

3.4. Exposure Files and OOH Data will not include any other type of information or data except as agreed by Foursquare in writing (email sufficient). If Company learns it provided unapproved data, Company will promptly notify Foursquare and will provide pertinent information as requested by Foursquare, so that Foursquare may take the steps necessary to remove such data from its systems.

3.5. Company grants Foursquare a worldwide, non-exclusive, non-sublicensable, non-transferable (except as permitted in the assignment provisions) and royalty-free license to store, reproduce, modify and use Exposure Data as necessary to provide, maintain, and troubleshoot the Products (including billing and invoicing). For clarity, Exposure Data constitutes Company Materials within the meaning of the Agreement.

4. Fees & Metrics

4.1. Foursquare will invoice Company based on the Fee Schedule. CPM fees will be calculated based on the total, actual number of impressions in each Approved Campaign.

4.2. Company will provide Foursquare with delivery reports (including placement and impressions) and copies of all applicable insertion orders for each Approved Campaign (collectively, “Metrics”) within ten (10) days after the end of each calendar month via email or other agreed method. Company represents and warrants that: (a) the Metrics will be accurate, complete, reliable, and will satisfy any additional requirements set forth in a Supplement; and (b) Foursquare is entitled to rely on the Metrics without any obligation to independently verify the accuracy or completeness thereof. In the event Company does not provide Metrics for each Approved Campaign within fourteen (14) days of the end of any month, Foursquare will calculate, and Company agrees to be billed on, Foursquare’s metrics for the applicable prior month. If the Metrics differ from Foursquare’s metrics by ten percent (10%) or more, then the parties will work together in good faith to resolve such discrepancy. In addition, not more than twice per calendar year (unless a prior audit disclosed a problem) and during Company’s regular business hours, Foursquare may audit, itself or through a third party audit firm bound by a duty of confidentiality, Company’s activity logs and records and all applicable records and reports, to review the accuracy of Company’s metrics.

5. Company’s Acknowledgements

Company acknowledges that: (a) Foursquare does not guarantee the results of any Product and Company’s engagement of Foursquare is not contingent upon the Products producing any specific findings or results; (b) Foursquare has no liability for its failure to retain or create backups of Exposure Data; (c) artifacts of Exposure Data may persist in Foursquare’s system and archives but such Exposure Data may not be retrievable; and (d) Foursquare’s ability to provide certain Products is dependent on receiving sufficient relevant data or other inputs from Company.

6. Additional Intellectual Property Terms

As between the parties, Company owns all right, title and interest in and to Exposure Data, and Foursquare owns all right, title and interest in and to the Insights and any future developments and enhancements thereto. Except as expressly prohibited herein, each party may use the information generated by use of the Product, provided that such information is aggregated and anonymized (i.e., it does not disclose information that could reasonably identify the other party or an individual person).

7. CCPA & European Rules

7.1. This subsection applies to the extent that Company provides Foursquare with information for purposes of Attribution services that is subject to the California Consumer Protection Act, as updated and amended (“CCPA”). As to information that is subject to the CCPA, (a) Foursquare is acting as a Service Provider under the CCPA, and (b) as such, Foursquare will not, and certifies that it will not, collect, retain, use, sell, or otherwise disclose, for any purpose other than for the specific purpose of providing the Product as specified herein or as otherwise required by law, the following: information subject to the CCPA that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.

7.2. Unless a Supplement explicitly provides otherwise and the parties execute additional appropriate terms, Company will not provide Foursquare with any data subject the EU General Data Protection Regulation (Regulation 2016/679), the EU e-Privacy Directive (Directive 2002/58/EC), equivalent Swiss and UK laws, and any legislation or regulation implementing or made pursuant to any of them, or which amends, replaces, re-enacts, consolidates or succeeds any of them (collectively, the “European Rules”).