Foursquare Visits for Offline Conversions Additional Terms

Last Updated: November 7, 2022

These Foursquare Visits for Offline Conversions Additional Terms (“Additional Conversions Terms”) apply to Offline Conversions (defined below). In these Additional Conversions Terms, references to the “Product” are to the Offline Conversions provided to Company by Foursquare. Terms not defined in these Additional Conversions 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 Offline Conversions, as approved by Foursquare in advance in a Supplement.

1.2. “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.

1.3. “Measurement Provider” means a third party measurement service provider shown in a Supplement.

1.4. “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.

1.5. “Offline Conversions” means the user-level visitation data Foursquare provides to Company’s Measurement Provider, which will contain at a minimum: mobile advertising ID, visited location, and time/day.

2. Offline Conversions

2.1. The parties will enter into a Supplement for each Approved Campaign for which Foursquare will provide Offline Conversions. Each Supplement will include, at minimum, the campaign term, territory and the Fee Schedule. Foursquare will provide Offline Conversions on an agreed cadence, either directly to Company or to Company’s account with the Measurement Provider, as set forth in a Supplement.

2.2. Subject to the terms of the Agreement, Company may use Offline Conversions solely to determine place visit conversions for internal analysis of the effectiveness of the Approved Campaign. Company may create analyses that describe Company’s analysis of the effectiveness of the Approved Campaign and, if Company is an agency, may share such analyses with clients associated with the relevant ad campaign(s) provided that such analyses do not include any raw Offline Conversions (e.g., any user IDs). If Company shares such analyses with clients, Company’s client agreements must provide that clients will only use such analyses internally, in connection with the relevant ad campaign(s).

2.3. Where delivery is to a Measurement Provider, Company will not extract Offline Conversions from the Measurement Provider, or upload, transfer or use Offline Conversions on any other service or platform (including any other services provided by the Measurement Provider).

2.4. For the avoidance of doubt, Company may not use Offline Conversions for targeting, share it with any other third party (except as expressly permitted above), cross-reference or combine this data with any data (except the user IDs of devices that were exposed to ads from the campaign), or use this data in connection with any other campaign. Company will delete all Offline Conversions from Measurement Provider within 90 days of the end of the Approved Campaign, or earlier if needed to comply with a legal or regulatory requirement. Offline Conversions provided by Foursquare constitute Foursquare’s Confidential Information.

3. Fees & Metrics

3.1. CPM fees will be calculated based on the total, actual number of impressions in each Approved Campaign. Where delivery occurs via a Measurement Provider, Company will receive invoices from, and direct payment of fees to, such Measurement Provider (unless otherwise specified in a Supplement), and otherwise, Foursquare will invoice Company based on the Fee Schedule. Foursquare reserves all rights and remedies against Company in connection with any nonpayment or late payment thereof.

3.2. Company will provide Foursquare with delivery reports (including placement and impressions) and copies of all applicable insertion orders for each Approved Campaign (collectively, “Metrics”) on at least a monthly basis (within 10 days of each calendar month) via email or other agreed method. Foursquare may audit Company’s activity logs and records and all applicable records and reports, to review the accuracy of the Metrics. 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. If Company does not provide Metrics on time, Foursquare may bill Company based on Foursquare’s calculations.

4. 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; and (b) Foursquare’s ability to provide certain Products is dependent on receiving sufficient relevant data or other inputs from Company.

5. Additional Intellectual Property Terms

As between the parties, Foursquare owns all right, title and interest in and to the Offline Conversions and any future developments and enhancements thereto.