Foursquare Developer Master Terms Of Service

Last Updated: April 8, 2022

If you have already entered into an enterprise agreement for access to one or more of our Products below, for so long as such agreement remains active, it will govern your use of the applicable Product(s) and, unless otherwise stated in such agreement, the terms below will not apply to you.

These Foursquare Developer Master Terms of Service (“Master Terms”) are a legally binding contract between you and Foursquare Labs, Inc. ( “Foursquare” and also referred to herein as “we”, “us” and “our”) and govern your access to and use of our developer suite of products and services, whether provided on a paid or trial basis (or otherwise free of charge), including our Places application programming interface (the “Places API”) and our geolocation software developer toolkit (currently known as Pilgrim SDK, the “SDK”) (together with any data that you access and/or use via the Places API and/or SDK, each, a “Product” and collectively the “Products”).

These Master Terms also govern your access to and use of our developer portal currently located at foursquare.com/developers/login (the “Developer Portal”), and any content, documentation, code and related materials, that we make available in connection with the Products and Developer Portal. The Products and the Developer Portal are collectively referred to in these Master Terms as the “Foursquare Service”.

If you are accessing or using the Foursquare Service on behalf of an organization (e.g., your employer or other entity), you are agreeing to these Master Terms for that organization and representing to Foursquare that you have the authority to bind that organization to these Master Terms (in which event, “you” and “your” will refer to that organization).

ARBITRATION NOTICE: THESE MASTER TERMS CONTAINS A MANDATORY ARBITRATION PROVISION. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION PERTAINING TO THE SUBJECT MATTER HEREOF.

You may not access or use the Foursquare Service if you do not agree to these Master Terms or cannot legally form a binding contract, or to the extent you are barred from such access or use under applicable law. Your use of the Products is also conditioned on your acceptance of and adherence to the applicable end user license agreement(s) in Section 2 below (together with these Master Terms, collectively, the “Agreement”).

1 – Accounts, Access & Developer Documentation

You will be given access to the relevant Product(s) via Foursquare-issued access credentials (“Access Credentials”) in accordance with our developer documentation (including all webpages referenced therein related to use of the relevant Product(s), together with any updates and/or successor site(s) thereto, collectively, the “Developer Documentation”). In order to receive your Access Credentials and to use the Products(s), you will first be required to create a developer account (your “Account”) in the Developer Portal. As a condition of your receipt and continued use of the Access Credentials and the Product(s), you represent and warrant that the information you provide in the Developer Portal when registering for your Account is true, current and complete and you agree to promptly update that information in your Account if it changes. You must take commercially reasonable steps, compliant with applicable laws, rules and regulations, to protect your Account login information and your Access Credentials, from unauthorized use, disclosure or access. You are responsible for any and all use of your Account and the Products using your Account login information and/or Access Credentials. You must notify Foursquare immediately in the event of any unauthorized access to your Account, login information or Access Credentials. If you breach the terms of this Agreement, including breach of any payment obligations hereunder, you are strictly prohibited from creating any new developer account(s) to gain access to the Products until such breach has been remedied in full.

2 – End User License Agreements, Third Party Platforms & Updates

2.1 – End User License Agreements. This Agreement includes one or more of the following license agreements (each, an “EULA”), to the extent you access or use any of the following Products:

Foursquare Places API (Self-Service) End User License Agreement

Foursquare Pilgrim SDK (Self-Service) End User License Agreement

2.2 – Third Party Platforms. If you entered into a subscription for any Product through an authorized Foursquare channel partner or platform (such as AWS Marketplace) that expressly contemplates account creation within, and a direct billing relationship to, such platform, then, notwithstanding this Agreement, the rates applicable to such Product, payment timing and process, and any requirements related to account creation, cancelation and support, will be specified within and managed through such platform in accordance with the applicable Product subscription page and related platform documentation. By way of example, if you entered into a subscription for the Foursquare Places API via AWS Marketplace, the rates and payment terms for such subscription will be established on the Amazon subscription page, and management of your subscription will be handled via the AWS Marketplace platform.

2.3 – Updates. Foursquare reserves the right to update this Agreement. We will notify you by making the revised version(s) available via this website, and an updated revision date will indicate that changes have been made. The updated terms will take effect on the date of posting or on any later effective date stated in the update itself. You agree to review this Agreement periodically to be aware of such changes. If any change is material, Foursquare will notify you by posting in your Account or by email. If you do not accept the changes, you must stop using the Foursquare Service. Your continued access to and use of the Foursquare Service after the effective date of any updated terms will constitute your consent to be legally bound by such updated terms. Foursquare also reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Foursquare Service at any time, for any or no reason, with or without notice.

3 – Privacy

Please visit Foursquare’s Privacy Center and carefully review our applicable Privacy Policy contained therein, which governs your use of the Foursquare Service and all information that Foursquare collects or that you provide to Foursquare in connection with such use. By using the Foursquare Service, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy, including, to the extent applicable, our Data Processing Agreement.

4 – Fees, Billing & Payment

Any applicable fees, and related billing and payment terms (“Billing Terms”), pertaining to your use of the Product(s) will be as stated in the applicable Developer Documentation and/or EULA(s) pertaining to such Product(s), and you will be charged/billed the applicable fees for such access and/or use of the Product(s) in accordance with such Billing Terms. You are responsible for all fees accrued under your Access Credentials and within your Account. Your obligation to pay the applicable fees for your access to and/or use of the Product(s) is not contingent on if/when you provide payment or billing information.

5 – Taxes

Taxes” means taxes, levies, fees or duties of any nature based on or arising from your access or use of the Products, not including taxes on Foursquare’s net income. Our fees are not inclusive of any Taxes, and we may charge applicable Taxes in addition to our fees, unless you provide timely, fully completed resale exemption documentation for the applicable jurisdictions. Except for Taxes that Foursquare has charged to you and that you have actually paid to Foursquare, you are responsible for remitting all Taxes. All payments shall be made without setoff or deduction, including for Taxes, unless you are legally required to withhold Taxes from payments to Foursquare. In that case, you will pay the additional amounts necessary to make each net payment to Foursquare (i.e., after Taxes withholding) no less than the original amount of fees due. If we are held responsible for any Taxes, you will reimburse us.

6 – Intellectual Property; Feedback

6.1 – Intellectual Property. As between the parties, Foursquare owns all right, title and interest in and to its trademarks, service marks, logos, and trade names, Developer Documentation, the Foursquare Service (including underlying data), and any future developments and enhancements thereto. We reserve the right to continually evolve our products and technologies, and, except as expressly prohibited herein, we are not prohibited from improving the Foursquare Service on the basis of general learning and know-how gained from the provision of the Foursquare Service to you and our other customers and partners. Except as explicitly granted in the Agreement, nothing in the Agreement grants you any right, title or interest in Foursquare’s products, technologies or intellectual property, and we reserve all rights. All third-party trademarks, service marks, logos, and trade names are the property of their respective owners and their use within the Developer Documentation or Foursquare Service is not meant to convey any relationship with or endorsement by such third parties. Except as expressly authorized by Foursquare or required herein, you may not use or display any mark, name, trade name, or logo appearing within the Developer Documentation or Foursquare Service without our prior consent or other legal authorization.

6.2 – Feedback. Foursquare will have the right to use, reproduce, transfer, sublicense and otherwise exploit perpetually, without any restriction or compensation to you or any third party, any place, venue, latitude and longitude, or other location information (including updates or corrections) that you or your users submit, upload, post, create or add to the Products through your use thereof. Additionally, if you choose to submit comments, ideas or feedback, you agree that Foursquare is also free to use them without any restriction or compensation to you. By accepting your submission, Foursquare does not waive any rights to use similar or related feedback previously known to Foursquare, or developed by its employees, or obtained from sources other than from you.

7 – Requirements & Restrictions

7.1 – Compliance with Law. Your use of the Foursquare Service must comply with all applicable laws, rules and regulations, and any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry, and you will not knowingly or negligently introduce viruses or other malware to Foursquare’s systems or end users or infringe any third party intellectual property or other rights.

7.2 – Compliance with Foursquare Policies and Guidelines. Your use of the Foursquare Service must comply with our Platform & Acceptable Use Policy (which is incorporated by reference herein) and our Developer Documentation, each as may be updated from time to time.

7.3 – Privacy & Data Collection. You agree that you will comply with all applicable privacy laws, including, but not limited to, applicable restrictions regarding the collection of personal information, processing of opt-out requests, and posting and complying with a legally sufficient privacy policy and any other required notices.

7.4 – Prohibited Activities. You may not, nor permit any of your users to, engage in any of the following activities:

7.4.1 – remove any proprietary notices or labels contained within the Developer Documentation or Foursquare Service (including on any reports, insights or other information generated by the Foursquare Service);

7.4.2 – scrape the Foursquare Service or access the Foursquare Service by any automated means such as bots, spiders, scrapers, and webcrawlers;

7.4.3 – attempt to obtain any data from the Foursquare Service that is not made generally accessible by Foursquare;

7.4.4 – interfere with the normal functioning of the Foursquare Service, including by exceeding any technical limitations or controls;

7.4.5 – reverse engineer (except to the extent applicable law requires otherwise), decompile, disassemble, modify or adapt the Foursquare Service or any underlying data, merge any portion of the Foursquare Service into another program, or create derivative works of the Foursquare Service or any underlying data;

7.4.6 – disable, override or otherwise interfere with any Foursquare-implemented communications to end users, consent panels, user settings, alerts, warnings or the like, including but not limited to those intended to notify an end user that user data or location data is being collected or used, or intended to obtain consent for such collection or use;

7.4.7 – where applicable, co-mingle any ranking and/or signal information obtained from the Foursquare Service with your own and/or third party signal information;

7.4.8 – access the Foursquare Service to develop or improve any point-of-interest or venue dataset, algorithm, or machine learning operation(s); or

7.4.9 – use the Foursquare Service to develop or improve any product or service that competes with Foursquare’s location-based information database, market research insights, geo-technology licensing services, ad-targeting product, or ad effectiveness measurement product (and such restriction shall include, without limitation, creation or augmentation of ad targeting data, user profiles and/or audience segments).

8 – Confidentiality

You agree that the Products, as well as any business, technical and financial information that is designated in writing as confidential or is disclosed to you in a manner that a reasonable person would understand the confidentiality of the information disclosed, including through the Foursquare Service, are the confidential property of Foursquare and its licensors (“Confidential Information”). Specifically, you agree that the Products and their underlying data are our Confidential Information even though such data may include or make use of facts that are publicly available (for example, point of interest data for New York City would be confidential, even if individual venue commercial addresses are public), provided that nothing herein shall restrict you from independently developing or obtaining data similar to the Products so long as you do so without having access to or using the Products. Confidential Information does not include information that (i) is previously rightfully known to you without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on your part, (iii) is disclosed to you by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by you without reference to or use of any Confidential Information. Except as expressly and unambiguously allowed herein, you will hold in confidence and not use or disclose any Confidential Information. You may share Confidential Information with your employees, agents and contractors solely to the extent they need to know it, as long as they are bound to confidentiality obligations that are consistent with this Agreement, but in any event you will remain primarily liable and responsible for such parties in connection therewith. If required by law, you may disclose Confidential Information, but you agree to give Foursquare as much prior notice as possible of such disclosure to permit us to intervene and to request protective orders or other confidential treatment with respect to such required disclosure. You agree that any violation of the confidentiality obligations described herein may cause irreparable harm and significant injury to Foursquare which may be difficult to ascertain. Accordingly, we will be entitled to seek equitable relief, including without limitation, an immediate injunction enjoining any breach by you of these confidentiality obligations, in addition to all other remedies available to us at law or in equity.

9 – DISCLAIMERS

THE FOURSQUARE SERVICE AND DEVELOPER DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, FOURSQUARE AND ITS VENDORS (INCLUDING DATA SUPPLIERS) EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE FOURSQUARE SERVICE OR DEVELOPER DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT. FURTHER, FOURSQUARE MAKES NO WARRANTY THAT: A) THE FOURSQUARE SERVICE OR DEVELOPER DOCUMENTATION WILL MEET YOUR REQUIREMENTS; B) THE FOURSQUARE SERVICE OR DEVELOPER DOCUMENTATION WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR C) THE INFORMATION THAT MAY BE OBTAINED FROM THE FOURSQUARE SERVICE OR DEVELOPER DOCUMENTATION WILL BE ACCURATE OR RELIABLE. IN ADDITION, FOURSQUARE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY WHATSOEVER FOR: (I) ANY INACCURACIES IN ANY DATA ACCESSED VIA THE FOURSQUARE SERVICE REGARDLESS OF THE CAUSE; (II) THE CONDUCT OF ANY USER OF THE FOURSQUARE SERVICE; (III) ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATION WITH OTHER USERS; (IV) THE UNAVAILABILITY OF THE FOURSQUARE SERVICE OR FOR ANY LOSS OF DATA OR TRANSACTIONS CAUSED BY PLANNED OR UNPLANNED SYSTEM OUTAGES OR THE RESULTANT DELAY, MISDELIVERY, OR NONDELIVERY OF INFORMATION CAUSED BY SUCH SYSTEM OUTAGES; (V) ITS FAILURE TO RETAIN OR CREATE BACKUPS OF YOUR PROJECTS OR ANY DATA; (VI) ANY THIRD PARTY CHANNEL PARTNER OR PLATFORM THROUGH WHICH YOU ENTER INTO A SUBSCRIPTION FOR A PRODUCT (SUCH AS AWS MARKETPLACE); OR (VII) ANY LOSS OR DAMAGE, INCLUDING PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE FOURSQUARE SERVICE OR ANYTHING DOWNLOADED OR RECEIVED FROM THE FOURSQUARE SERVICE. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

10 – Support

We want you to have a positive user experience with the Foursquare Service and will endeavor in good faith to provide you with reasonable support in accessing and using the Foursquare Service. If you encounter any issues, please submit a support request via the Support tab located in the Developer Portal. Any failure by Foursquare to provide such support will not constitute a breach of this Agreement.

11 – LIMITATION OF LIABILITY & DAMAGES

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL FOURSQUARE OR ITS VENDORS (INCLUDING DATA SUPPLIERS) BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE FOURSQUARE SERVICE OR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE PREVIOUS TWELVE (12) MONTHS OF FEES PAID, EVEN IF FOURSQUARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. FOURSQUARE DISCLAIMS ALL LIABILITY OF ANY KIND FOR ITS VENDORS. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

12 – Indemnity

Except as otherwise set forth in any applicable EULA(s), you agree that Foursquare will have no liability whatsoever for any use you make of the Foursquare Service. You will indemnify and hold harmless Foursquare, its shareholders, subsidiaries, affiliates, officers, directors, employees, contractors, agents, representatives, business partners, vendors, clients, licensors and advisors from any and all third party claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from your use of the Foursquare Service (and any data included therein) or your breach of this Agreement.

13 – Suspension of Your Account

Except as otherwise set forth in the applicable EULA(s), we expressly reserve the right, in our sole, good faith discretion, without notice or liability, to suspend, terminate, limit, or throttle your Account and access to and availability of the Foursquare Service if: a) you are in breach of this Agreement (or any portion thereof); b) there is an unusual increase or spike in your use of the Foursquare Service and/or we suspect that such traffic is fraudulent or otherwise may negatively impact our ability to operate and deliver the Foursquare Service; c) the provision to you of the Foursquare Service is, in whole or in part, prohibited by applicable law or regulation or violates any intellectual property rights, privacy, or other third party rights; d) your use of the Foursquare Service in any manner threatens the security, integrity or availability of the Foursquare Service (including as a result of viruses, malware, trojan horses, ransomware, cyberattacks or similar threats); or e) the information in your Account is untrue or materially inaccurate or incomplete. In the event of any suspension for cause, you will remain liable for any fees that may be due and owing with respect to the Products.

14 – Term & Termination

The term of the Agreement shall commence upon the earlier of your acceptance of the Agreement or your use of the Foursquare Services, and shall remain in effect until terminated as provided in the Agreement (the “Term”). You or Foursquare may terminate your access to and use of the Product(s) in accordance with the EULA(s) applicable to such Product(s). These Master Terms may only be terminated following or simultaneously with the expiration or termination of all outstanding EULAs relating to your Account. To do so, you may submit a termination request support ticket here. If you cancel or we terminate your Account for any reason, your access to the Foursquare Service will terminate, and you must cease using and agree to destroy and remove from all computers, hard drives, networks, and other storage media, any and all copies of the Products and Product data, and upon written request, will so certify to Foursquare that such actions have occurred. Foursquare reserves the right to inspect and audit you and your facilities to confirm the foregoing. NOTE: Any request to terminate these Master Terms may result in the deletion of your Account and any existing project(s) from our Developer Portal (and Foursquare will not be responsible for creating or maintaining any backup or archive of your projects or related data), so you should not submit a termination request if you still wish to maintain Account access. Except as otherwise set forth in this Agreement, Foursquare reserves the right to terminate your Account at any time if you breach this Agreement. Provisions of the Agreement that by their nature would survive expiration or termination thereof shall survive, including the following Sections of these Master Terms: 3 (Privacy), 6 (Intellectual Property; Feedback), 8 (Confidentiality), 9 (Disclaimers), 11 (Limitation of Liability & Damages), 12 (Indemnity), 14 (Termination) and 16 (General).

15 – Marketing & Publicity

You will not issue any press release concerning your use of the Foursquare Service without our prior written consent (email sufficing). On a worldwide and royalty-free basis, Foursquare may feature on our website or in promotional and marketing materials the name and logo of your organization, if applicable, as well as screenshots and video captures of your application(s), website(s), product(s) and/or other service(s) owned or controlled by you to demonstrate or highlight your use of the Foursquare Service.

16 – General

16.1 – Export Controls; Sanctions; Anti-Bribery. You represent and warrant that you are not included on any sanctions or denied parties lists maintained by the U.S. or foreign agencies and authorities. You further acknowledge that the Products may be subject to export control and sanctions laws and regulations of the U.S. or foreign agencies or authorities. If you export, re-export or otherwise transfer the Products, you will be responsible for complying with and obtaining any authorizations required by applicable laws and regulations. Foursquare may suspend its performance under this Agreement to the extent required by laws applicable to either party. Additionally, you will comply with all anti-corruption and anti-bribery laws of all countries in which you operate, including without limitation, the U.S. Foreign Corrupt Practices Act.

16.2 – Force Majeure. In no event will we be liable for failure or delay in performance of the Foursquare Service due to causes beyond our reasonable control, including without limitation: acts of God, terrorism, war, riots, fire, earthquake, flood or failure of internet or communications infrastructure.

16.3 – Notices. Notices must be in writing and are effective when: (a) delivered personally; or (b) sent by email to the address provided by the receiving party (legal@foursquare.com for Foursquare with the subject line ‘LEGAL NOTICE’). If the sending party receives an error notice because the receiving party has changed its email address without formally notifying the sending party, the email notice is deemed effective as long as the sending party used the last email address provided by the other party for the express purpose of receiving notices and attempts to reach the receiving party by phone or by forwarding the notice to the contact email address on the receiving party’s website. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. If you provide a physical address, that address will constitute your mailing address unless you notify us of a different mailing address.

16.4 – Dispute Resolution. This Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the State of New York, without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Any action arising under or related to this Agreement will be resolved by arbitration (and the parties hereby consent to personal jurisdiction) in New York County, New York, administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Measures of Protection contained therein. The arbitration will be decided by a single arbitrator whose decision will be final and binding, and, if necessary, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the extent applicable under Section 2.2 (i.e., you have entered into a subscription for a Product via a third party platform), Foursquare may elect to replace the governing laws and/or the location of such actions with the choice of law and/or venue appearing in the subscription terms or Foursquare’s agreement with such platform. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be confidential except as required by law. Claims arising under or related to this Agreement must be brought in your individual capacity, not as a plaintiff or class member in any class action or similar proceeding. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE FOURSQUARE SERVICE.

16.5 – Miscellaneous. This Agreement (including the relevant EULA(s) referenced herein and made a part hereof) constitutes the entire agreement between you and Foursquare pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be modified only to the extent necessary to make it enforceable. Any failure of Foursquare to act with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement does not establish any agency, partnership, or joint venture between you and Foursquare. You may not assign, transfer, or sublicense any obligations or benefit under this Agreement without our written consent (and any such attempt will be void). Foursquare may freely assign its obligations and any liability hereunder to another party without your consent. There are no third party beneficiaries to this Agreement.