FOURSQUARE STUDIO TERMS OF SERVICE
Last Updated: January 31, 2023
If you have already entered into a separate contract that covers the products and services described below and that contract has not expired or terminated (“Existing Contract”), that Existing Contract will govern your use of such products and services instead of the Foursquare Studio Terms of Service below (these “Terms”).
ARBITRATION NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT PROVISION, YOU AND FOURSQUARE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND FOURSQUARE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Except for any Existing Contract, these Terms are a legally binding contract between you and Foursquare Labs, Inc. ( “Foursquare”). By indicating your agreement to these Terms, creating an account, and/or by using, accessing or browsing the Products (defined below), you are agreeing to be bound by these Terms.
The “Foursquare Studio Platform” consists of the Foursquare Studio (the geospatial analytics user interface and functionality currently located at studio.foursquare.com), the Foursquare Studio Data SDK (a software tool for accessing the Foursquare Studio Platform) and the Foursquare Studio Maps SDK (a software tool for embedding Foursquare Studio maps functionality into websites and other properties). In these Terms, the Foursquare Studio Platform, the Maps Content, the Maps Feature and the documentation associated with the Foursquare Studio Platform will be referred to collectively as the “Products.” As used herein, the terms “Foursquare Studio Platform” and “Products” do not refer to any Other Foursquare Data or Third Party Data and Services, which are defined and covered separately below.
If you are using the Products on behalf of an organization (e.g., your employer or other entity), you are agreeing to these Terms for that organization and representing to Foursquare that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization).
1. Eligibility, Accounts
You may not use the Products if you cannot legally form a binding contract, or you are barred from using the Products under applicable law. When you create an account to use the Products you must provide true, current and complete information and maintain that information so it continues to be true, current and complete. You are responsible for protecting the confidentiality of your access credentials and for all activities undertaken through the use of such credentials. You will promptly notify Foursquare of any unauthorized use of such credentials.
2. Your License
2.1. Subject to these Terms, Foursquare grants you the following limited, nonexclusive, non-transferable, non-sublicensable, revocable license(s):
2.1.1. To access and use Foursquare Studio solely for your own internal business purposes.
2.1.2. To display the maps generated using the Foursquare Studio Platform (“Maps Content”) in substantially the form provided by Foursquare.
2.1.3. To download, copy, install and use the Foursquare Studio Data SDK in object code form internally, solely to upload and/or access data on the Studio Platform.
2.1.4. To (a) download, copy and install the Foursquare Studio Maps SDK in object code form into your owned and operated application, website or other online location or property (collectively, the “App”), solely to embed the Foursquare Studio maps feature (“Maps Feature”) within the App, (b) distribute the Foursquare Studio Maps SDK in object code form solely as embedded in the App, (c) use the Foursquare Studio Maps SDK solely to access Maps Content for display in the Maps Feature, and (d) allow third party end users of the App (“End Users”) to interact with the Maps Feature and view the Maps Content within the Maps Feature.
3. Your Data
3.1. “Your Data” means any materials, data and information you provide to Foursquare in connection with the Products, including any data onboarded via the Foursquare Studio or the Foursquare Studio Data SDK (if applicable). Except as to Your Data that you publicly display in your use of the Products, Your Data constitutes your Confidential Information.
3.2. You grant to Foursquare (a) a worldwide, nonexclusive license to use Your Data solely to provide the Products to you during the Term; and (b) a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any maps or other content made publicly available using the publishing feature of the Foursquare Studio Platform (i.e., without password protection).
3.3. You represent and warrant that (a) you fully own or have the authority to provide Your Data and permit its use as set forth herein; (b) in obtaining Your Data, you did not violate the law or any applicable third party terms (including without limitation any consents required under any applicable data protection legislation, including the General Data Protection Regulation 2016/679 (and any implementing national legislation), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000, and the Data Protection (Processing of Sensitive Personal Data) Order 2000), any applicable regulations or self-regulatory guidelines promulgated by the Digital Advertising Alliance or Network Advertising Initiative, or the rights of any third party; and (c) your use of Your Data in connection with the Products and Foursquare’s exercise of the license granted above will not violate any third party intellectual property or other rights, your agreements with any third party, your published privacy policies or any other published privacy policies or notices under which such data was collected.
4. Requirements & Restrictions
4.1. Each of your representatives (i.e., your employees and contractors) must register for separate access credentials. Access credentials are Foursquare Confidential Information and may not be shared or used by more than one individual or transferred from one individual to another without the written consent of Foursquare. You are responsible for all actions taken under your access credentials. Except to the extent explicitly permitted in the licenses above, you shall not provide access to the Foursquare Studio Platform to any third party.
4.2. You will use the Foursquare Studio Platform in accord with the documentation shown at location.foursquare.com/studio/docs/home, including any additional or more restrictive licensing requirements that apply to integrated third party elements, and the applicable portions of the Foursquare Platform and Acceptable Use Policy shown at location.foursquare.com/legal/terms/aup/. Without limiting the foregoing, you will not attempt to extract the data underlying or available via the Foursquare Studio Platform or use the Foursquare Studio Platform: (a) to create a location or maps database or service, or to improve, edit, augment or supplement information in your own location or maps database or service, whether for internal or external use, (b) for the purpose of selling advertisements, ad targeting or ad re-targeting, ad attribution services or ad analytics; (c) for any emergency, life-saving or medical purpose; or (d) in a manner that enables third parties to avoid opening their own Foursquare Studio Platform accounts.
4.3. If you access and/or use the Foursquare Studio Data SDK and/or the Foursquare Studio Maps SDK (collectively, the “SDKs”), this section applies. The SDKs constitute Foursquare Confidential Information. From time to time, Foursquare may update the SDKs, and you shall promptly incorporate updates if needed. You understand that Foursquare may cease support of old versions or releases of the SDKs. You will not (a) store or cache the SDKs after termination or expiration of these Terms; (b) interfere with, circumvent, modify, disrupt or disable Foursquare Studio Platform features or functionality, including without limitation any mechanism used to restrict access to the Foursquare Studio Platform; (c) attempt to access the APIs accessible via the SDKs other than by using the SDKs as set forth herein; or (d) distribute the SDKs except the Foursquare Studio Maps SDK incorporated into an App.
4.4. If you display the Map Feature to End Users, your license agreement with End Users will be at least as protective of Foursquare’s proprietary rights in the Foursquare Studio Platform as those contained in these Terms. Without limiting the foregoing, such terms and conditions shall include restrictions, a disclaimer of warranties and a limitation of liability that are at least as protective of Foursquare as those in these Terms (but for the avoidance of doubt, this does not require you to name Foursquare in the End User agreement). You shall make commercially reasonable efforts to prevent the Map Feature from being queried by third parties via automated means.
4.5. In the event of a determination by Foursquare that continued use of the Products may result in harm to the Foursquare Studio Platform (including without limitation the systems used to provide the Foursquare Studio Platform), or to other Foursquare customers, or result in a violation of applicable law, regulation, legal obligation or legal rights of another, in addition to any other remedies available at law or in equity, Foursquare shall have the right immediately, in its sole discretion, to remove Your Data from the Foursquare Studio Platform and/or suspend access to the Products.
4.6. As to Your Data that is subject to the California Consumer Protection Act, as updated and amended (“CCPA”), (a) Foursquare is acting under these Terms as 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 performing the service specified in these Terms 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.
4.7. At Foursquare’s request, you will include attribution to Foursquare Studio adjacent to your display of Maps Content and/or the Map Feature.
5. Other Foursquare Data
If Foursquare makes its own branded data (“Other Foursquare Data”) available via the data catalog accessible from your Foursquare Studio Platform account, unless you have an active, duly executed contract for use of such Other Foursquare Data, such access will be governed by the Foursquare Trial and Evaluation Terms shown at location.foursquare.com/legal/terms/trialterms/ or such other written terms as Foursquare presents via the data catalog prior to access (any of the foregoing, “Other Data Terms”).
6. Third Party Data and Services
“Third Party Data and Services” means anything that the Foursquare Studio Platform contains, allows you to access, links to or integrates with that is not explicitly branded as a Foursquare product or service. For example, Third Party Data and Services may include:
- Branded or unbranded data from third party data providers
- Data from public sources
- Links to third party websites, apps and cloud-based services
- Integrations with third party services
- Third party plugins
Notwithstanding anything else in these Terms, Foursquare does not control Third Party Data and Services and shall have no responsibility or liability for Third Party Data and Services. Foursquare may change or discontinue Third Party Data and Services at any time without notice. You will use Third Party Data and Services in compliance with any applicable third party terms and requirements.
7. Data Export
You may use the existing functionality of the Foursquare Studio Platform to export certain data, including Your Data. If you request Foursquare’s assistance to export Your Data, you will pay Foursquare for the actual costs of retrieving Your Data, including a reasonable hourly rate for Foursquare personnel to complete the transfer and the cost of media used to deliver Your Data to you. You acknowledge that the Foursquare Studio Platform is not provided as a primary data storage service and that Foursquare does not warrant that data stored on the Foursquare Studio Platform will be free from loss or error.
Foursquare reserves the right to modify these Terms. Foursquare will notify you by making the revised version available on this page, and an updated revision date will indicate that changes have been made. You agree to review these Terms periodically to be aware of such changes. If any change is material, Foursquare will notify you by posting in the Foursquare Studio or by email. If you do not accept the changes, you must stop using the Products. Your continued use of the Products after Foursquare publishes changes means that you are consenting to the updates. In addition, Foursquare reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Products in its sole discretion. Foursquare has no liability for any modification or discontinuance of all or any portion of the Products.
“Confidential Information” meansinformation that the disclosing party (“Discloser”) identifies as confidential or the receiving party (“Recipient”) should reasonably understand to be confidential given the circumstances and the nature of the information. Confidential Information does not include information that the Recipient can demonstrate: (a) it knew without restriction before receipt from the Discloser, (b) is publicly available through no fault of the Recipient, (c) it rightfully received from a third party without a duty of confidentiality, or (d) is independently developed without use of or reference to Confidential Information. The Recipient may use Confidential Information only to fulfill its obligations under these Terms and must use at least reasonable care to prevent any unauthorized use or disclosure of Confidential Information, but in any event no less stringent a standard than Recipient applies to its own Confidential Information. The Recipient may share Confidential Information with its employees, agents and contractors who need to know it, as long as they are bound to confidentiality obligations that are consistent with these Terms, but Recipient shall remain primarily liable and responsible for parties in connection therewith. If compelled to do so by law, the Recipient may disclose Confidential Information as long as it provides reasonable prior notice to the Discloser (unless legally prohibited).
10. Marketing and Publicity
You will not remove any branding, proprietary notices or labels that Foursquare includes on the Products (including any Maps Content). Aside from the foregoing, you will not use Foursquare’s name or logo without prior written permission. All goodwill from the use of Foursquare’s name or logo inures to Foursquare. Foursquare may include your name and logo to identify you as a Foursquare partner in lists of Foursquare partners on its website, in media, and in marketing materials provided to individual customers/potential customers. Neither party will make a press release or any other public statement about these Terms without the other party’s prior written agreement (email sufficing).
11.2. The Products are not designed with security and access management for processing the following categories of information (collectively, “Prohibited Data”): (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (b) articles, services and related technical data designated as defense articles or defense services; (c) ITAR (International Traffic in Arms Regulations) related data; (d) financial or payment information; (e) government–issued identification information; (f) online account access credentials; (g) any data subject to applicable sectoral regulation (i.e., health data subject to regulation under the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA) or financial data subject to regulation under the U.S. Gramm-Leach-Bliley Act) or any data defined as “sensitive” or “special categories” of data under applicable law or regulation; or (h) any data regarding a minor who is under thirteen (13) years of age or otherwise defined as a child under applicable privacy law. You will not, and will not permit any person to, provide any Prohibited Data to Foursquare, or process any Prohibited Data through Foursquare’s systems.
11.3. You may not: (a) sell, resell, redistribute, or sublicense the Products or provide third parties (including clients) with access to the Products or your access credentials; (b) scrape the Products or access the Products by any automated means other than the SDKs; (c) attempt to obtain any data not displayed in the Products; (d) interfere with the normal functioning of the Products, including by exceeding any technical limitations or controls; or (e) except to the extent applicable law requires otherwise, reverse engineer, decompile, disassemble, modify or adapt the Products or any underlying data, merge any Foursquare software into another program, or create derivative works of the Products or any underlying data.
12. Intellectual Property
12.1. As between the parties, Foursquare owns all right, title and interest in the Products, the underlying data, and any future developments and enhancements thereto. Foursquare reserves the right to continually evolve its products and technologies. Except as explicitly granted above, nothing herein grants you any right, title or interest in Foursquare’s technologies or intellectual property, and Foursquare reserves all rights. Except as expressly prohibited herein, Foursquare may use the information generated in the course of providing the Products for its business purposes, provided that such information is aggregated and anonymized (i.e., it does not disclose information that could reasonably identify you). Foursquare shall not be prohibited from improving its products on the basis of general learning and know-how gained from the provision of Products to you and Foursquare’s other partners. Foursquare may use suggestions or feedback without accounting, attribution or compensation to you.
12.2. All Foursquare trademarks, service marks, logos, and trade names are owned solely by Foursquare. All third-party trademarks, service marks, logos, and trade names are the property of their respective owners and their use within the Products is not meant to convey any relationship with or endorsement by such third parties. Except as expressly authorized by Foursquare, you may not use or display any mark, name, trade name, or logo appearing within the Products without the owner’s prior consent or other legal authorization.
13.1. You may terminate your account at any time by either using the features on the Platform to do so (if applicable and available) or by written notice to firstname.lastname@example.org. After termination, you will no longer have access to your Account, your profile or any other information through the Product. Upon termination by you, you will not be entitled to any refund or proration of payments already made to Foursquare.
13.2. Foursquare may terminate or limit your right to use the Products for any reason or no reason, including but not limited to excessive use of the Products or breach of these Terms. Foursquare will determine in its sole discretion whether termination or limitation is appropriate. If Foursquare terminates or limits your right to use the Products, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition, Foursquare may restrict anyone from completing registration as a user if Foursquare believes such person may threaten the safety and integrity of the Products, or if, in Foursquare’s discretion, such restriction is necessary to address any other reasonable business concern.
13.3. Sections in these Terms that would by their nature endure past termination or expiration shall survive termination and expiration, including Sections 3.2(b), 9, 10, 12-17 and 20-21.
13.4. Foursquare shall have no obligation to continue to store or permit you to retrieve Your Data following any termination.
Foursquare provides all Products “AS IS” and “AS AVAILABLE”, without warranty of any kind, and disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability and non-infringement. This disclaimer of warranty constitutes an essential part of these Terms.
You will indemnify, defend, and hold harmless Foursquare, its officers, directors, employees and representatives from any liability or expense (including reasonable attorney’s fees) from any claim arising out of or related to your use of the Products, your creation and/or use of any information derived from use of the Products, or any data or information that you provide to Foursquare. You shall not, without Foursquare’s prior written consent, agree to any settlement of any such claim that does not include a complete release of Foursquare from all liability or that imposes any admission, liability, obligation or restriction on Foursquare.
16. LIMITATION OF LIABILITY AND DAMAGES
Foursquare shall not be liable for punitive, incidental, indirect, special, reliance or consequential damages, including lost business, revenue or anticipated profits, regardless of the cause of action and whether or not Foursquare was advised of the possibility of such loss or damages. In no event will Foursquare’s total cumulative liability under these Terms exceed the greater of $50.00 or the amount paid or owed by you under these Terms for the 12 months prior to the date that the cause of action arose. These limitations of liability apply even if any remedy specified in these Terms is found to have failed of its essential purpose.
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 (email@example.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 Foursquare in writing of any changes to such information. If you provide a physical address, that address will constitute your shipping address unless you notify Foursquare of a different shipping address.
18. Force Majeure
Aside from payment obligations, neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including without limitation: acts of God, terrorism, war, riots, fire, earthquake, flood or failure of internet or communications infrastructure.
19. Export; Sanctions; Anti-Bribery
You represent and warrant that you and your controlling parties are not included on any sanctions or denied parties lists maintained by the U.S. or foreign agencies and authorities applicable to where you operate or perform any activity under these Terms. 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, reexport or otherwise transfer Products, you are responsible for complying with and obtaining any authorizations required by applicable laws and regulations. Foursquare may suspend its performance under these Terms to the extent required by laws applicable to either party. Additionally, each party will comply with all anti-corruption and anti-bribery laws of the countries in which the companies operate, including without limitation, the U.S. Foreign Corrupt Practices Act.
20. Dispute Resolution
These Terms are governed by the laws of the State of New York, excluding conflicts of laws principles. The exclusive venue for any action arising under or related to these Terms or the Products will be (and the parties hereby consent to personal jurisdiction in) New York, New York. Actions arising under or related to these Terms or the Products must be brought in the initiating party’s individual capacity, not as a plaintiff or class member in any class action or similar proceeding, and shall be resolved by arbitration under the Commercial Dispute Resolution Procedures of the American Arbitration Association and the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding. The arbitration will be confidential except as required by law. The prevailing party is entitled to reasonable attorneys’ fees and costs.
21.1. Except for an Existing Contract, these Terms are the parties’ entire agreement relating to this subject matter and they supersede all other commitments and understandings with respect to such subject matter. You acknowledge and agree that you have been represented in the negotiation and agreement to these Terms by legal counsel of your own choice or that you have voluntarily declined to seek such counsel. These Terms cannot be modified except in a writing signed by both parties, or by a change made by Foursquare as set forth above.
21.2. You cannot assign or transfer your account, any licenses Foursquare grants to you or any of your rights or obligations under these Terms without Foursquare’s prior written consent. Foursquare may transfer or assign its rights, obligations and licenses under these Terms freely.
21.3. Foursquare’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if made explicitly in writing and signed by Foursquare.
21.4. If any provision of these Terms is unenforceable, the validity of the remaining provisions will not be affected.
21.5. These Terms do not establish any agency, partnership, or joint venture between you and Foursquare.
21.6. There are no third party beneficiaries to these Terms.