Enterprise User Interface Terms
If you have an active, duly executed contract for one or more of these services (“Existing Contract”), the Existing Contract will govern your use of the covered service(s) instead of these Foursquare Enterprise User Interface Terms (“Terms”).
Last Updated: June 30, 2023
ARBITRATION NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT PROVISION, YOU AND THE FOURSQUARE PARTIES AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND THE FOURSQUARE PARTIES 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. (on behalf of itself and its wholly-owned subsidiaries, Factual Inc. and Placed LLC (collectively, the “Foursquare Parties”)). By indicating your agreement to these Terms and by using, accessing or browsing the Services, you are agreeing to be bound by these Terms.
These Terms cover your use of Foursquare’s “Enterprise UIs,” meaning:
- The “Attribution UI” – the Attribution user interface (www.placed.com/ui and any successor web address).
- “The “Designer UIs” – the Audience Designer and Proximity Designer user interfaces (https://accounts.factual.com/and any successor web address).”
- Any other authenticated user interface linked to these Terms or that is subject to an order form, insertion order or other duly executed document (“Supplement”) that references these Terms.
In these Terms, we’ll refer to the Enterprise UIs together with any data, documentation, software or other materials that you access or download from the Enterprise UIs, collectively as the “Services.”
If you are using the Services on behalf of an organization (e.g., your employer or other entity), you are agreeing to these Terms for that organization and promising 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. Scope of these terms
These Terms cover Enterprise UI access only; any agreements for Foursquare’s provision of audiences or geofences directly to you, Foursquare’s Attribution service or any other services will be documented separately. In addition, these UI Terms do not cover your access and use of our websites, developer tools and other enterprise services. You can find links to the relevant terms for some of those services in the section Additional Terms, Services and Changes, below.
2. Eligibility, Accounts
You may not use the Services if you cannot legally form a binding contract or you are barred from using the Services under applicable law. When signing up to use the Services 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.
3. Your license
3.1. Subject to these Terms, you may use the Services that Foursquare allows you to access.
3.2. Designer UIs: You may use the Designer UIs solely to evaluate Foursquare audiences and/or geofences for ad campaigns for yourself or your clients (if applicable). If applicable, you may share links to your audience/geofence designs and aggregated availability data with your clients. You may only upload the following types of data to the Designer UIs and solely for the purpose of defining geofences: sets of latitude and longitude coordinates and associated radii, and sets of polygons in WKT format.
3.3. Attribution UI: You may use the Attribution UI solely to evaluate Foursquare Attribution services for yourself or your clients (if applicable). If applicable, you may share the reporting made available in the Attribution UI with your clients. You may only upload the following types of data to the Attribution UI and solely for the purpose of assessing Foursquare Attribution services: campaign or impression metadata (e.g., media plans, placement-mapping), and technical pixel information.
3.4. If you share the information described above with your clients, your client agreements must provide that clients will only use that information internally, in connection with the relevant ad campaign(s).
3.5. Data uploads must conform to any applicable Additional Terms (e.g., the Audience Designer Custom File Upload Guidelines for the Designer UIs, the out-of-home media configuration specifications in the Attribution UI, etc.).
4. Additional Terms, Services and Changes
4.1. When using the Services, you are subject to any additional posted policies, guidelines or rules applicable to these Services (collectively, the “Additional Terms”). All such Additional Terms are incorporated by reference into these Terms.
4.2. To access and use other Foursquare data, products or services, you will need to enter into an additional, separate agreement with Foursquare. Certain other Foursquare enterprise services are covered by the following terms:
|Foursquare Developer Terms (made available in writing or on location.foursquare.com/developer/ or location.foursquare.com/developer/docs/)||Covers the tools and documentation located at location.foursquare.com/developer/, such as Movement SDK and Places API|
|Foursquare Enterprise Customer Master Terms (“Master Terms”)||Covers other enterprise services that link to the Master Terms or are subject to an order form, insertion order or other duly executed document that references or attaches the Master Terms.|
4.3. We reserve the right to modify these Terms. We will notify you by making the revised version available on this page, and an updated revision date will indicate that changes have been made. If you do not accept the changes, you must stop using the Services. Your continued use of the Services after we publish changes means that you are consenting to the updates. We also reserve the right to modify or discontinue any or all of the Services at any time, for any or no reason, with or without notice.
5.1. As between the parties, Foursquare owns all right, title and interest in the Services, the underlying data, and any future developments and enhancements thereto. 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. Foursquare may use suggestions or feedback without accounting, attribution or compensation to you.
5.2. 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 Services 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 Services without the owner’s prior consent or other legal authorization.
6. Compliance and Restrictions
6.1. You must comply with all applicable laws, both within and outside the United States, including laws that would require you not to use the Services.
6.2. If you provide Foursquare with any data or other materials, you represent and warrant that you have all necessary rights to provide such data and materials for Foursquare’s use in provision of the Services to you.
6.3. You may not do any of the following:
- 6.3.1. Use the Services for any purpose not permitted in these Terms.
- 6.3.2. Sell, resell, redistribute, or sublicense the Services or provide third parties (including clients) with access to the Services or your access credentials.
- 6.3.3. Scrape the Services or access the Services by any automated means.
- 6.3.4. Attempt to obtain any data not displayed in the Services (e.g., underlying audience profiles).
- 6.3.5. Interfere with the normal functioning of the Services, including by exceeding any technical limitations or controls.
- 6.3.6. Reverse engineer, decompile, disassemble, modify or adapt the Services or any underlying data, merge any Foursquare software into another program, or create derivative works of the Services or any underlying data.
- 6.3.7. Introduce viruses/malware to the Services.
- 6.3.8. Use the Services for any illegal purpose or in violation of applicable law.
- 6.3.9. Provide Foursquare with data from or about any person under age 13 or any other person designated as a child under applicable law.
- 6.3.10. Use the Services to implement a geofence around a location that provides in-person health care services or a health care facility in violation of applicable law.
“Confidential Information” means (i) for Foursquare, all information (including any reports and analysis) accessible in or provided by the Services, all information in a Supplement, and any information that should reasonably be understood to be confidential given the circumstances of the disclosure and the nature of the information; and (ii) for you, any non-public data or other materials you upload to the Services. Confidential Information does not include information that the recipient can demonstrate: (a) it knew without restriction before receipt hereunder; (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 foregoing exceptions do not expand the permitted uses of the Services. The recipient may use Confidential Information only as explicitly permitted in these Terms and to fulfill its obligations under these Terms and must use at least reasonable care to prevent any unauthorized use or disclosure. The recipient may share Confidential Information with employees, agents and contractors who need to know it, if they are bound to confidentiality obligations that are consistent with these Terms. If compelled by law, the recipient may disclose Confidential Information as long as it provides reasonable prior notice to the disclosing party (unless legally prohibited). For the avoidance of doubt: (x) except as to the Services, these Terms do not supersede any separate confidentiality agreement in place between the parties; and (y) neither party will make a press release or any other public statement about your use of the Services without the other party’s prior written agreement (email sufficing).
THE SERVICES ARE PROVIDED AS-IS AND AS AVAILABLE. THE FOURSQUARE PARTIES AND THEIR SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, VENDORS, CLIENTS, LICENSORS, AND ADVISORS (“FOURSQUARE ENTITIES”) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. AMONG OTHER THINGS, THE FOURSQUARE ENTITIES MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE INFORMATION THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. FOR EXAMPLE, THE FOURSQUARE ENTITIES ARE NOT RESPONSIBLE FOR ANY INACCURACIES IN ANY DATA ACCESSED VIA THE SERVICES REGARDLESS OF THE CAUSE. THE FOURSQUARE ENTITIES ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE SERVICES. THE FOURSQUARE ENTITIES ARE NOT RESPONSIBLE FOR 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. THE FOURSQUARE ENTITIES SHALL HAVE NO LIABILITY WHATSOEVER FOR THE UNAVAILABILITY OF THE SERVICES 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. UNDER NO CIRCUMSTANCES SHALL THE FOURSQUARE ENTITIES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES OR ANYTHING DOWNLOADED OR RECEIVED FROM THE SERVICES. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THESE TERMS.
9. LIMITATION OF LIABILITY AND DAMAGES
EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF VIOLATIONS OF SECTIONS 3, 6 AND 7 AND YOUR OBLIGATIONS UNDER SECTION 10: (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER 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 THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, AND (II) IN NO EVENT WILL A PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE GREATER OF $50.00 (U.S.) OR THE AMOUNT YOU PAID FOURSQUARE FOR YOUR USE OF THE SERVICES, IF ANY, FOR THE SIX MONTHS PRIOR TO THE RISE THE CLAIM. THESE LIMITATIONS OF LIABILITY APPLY EVEN IF ANY REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will indemnify, defend, and hold harmless the Foursquare Entities from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys’ fees) arising from or related to your use of the Services and your breach of any of these Terms.
Either party may terminate these Terms by sending the other party a written notice. On termination, you will cease access and use of the Services. Sections in these Terms that would by their nature endure past termination or expiration shall survive termination and expiration.
12. Export and Anti-Bribery Compliance
You represent and warrant that neither you nor your Representatives are included on any of the sanctions or denied party lists maintained by the U.S. Government, as may be updated from time to time, such as the Specially Designated Nationals and Blocked Persons list and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury, sanctions lists administered by the Department of State, and the Denied Persons List, Unverified List, and Entity List maintained by the U.S. Department of Commerce, or by any government authority in the countries where you operate or where any activity within the scope of these Terms will take place. “Representatives” means your directors, officers, employees, controlling parties, contractors, vendors, and any agents that will act on your behalf in connection with the Services or these Terms.
13. Force Majeure
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.
14. Governing Law
These Terms are governed by the laws of the State of New York, excluding conflicts of laws principles.
15. Arbitration and Waiver of Jury Trial
15.1. Any action arising under or related to these Terms or the Services will be resolved by arbitration (and the parties hereby consent to personal jurisdiction) in the City of New York in accord with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the case of injunctive or provisional relief, the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding and may be enforced in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be kept confidential except as required by law.
15.2. Any claims arising under or related to these Terms or the Services must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
16.1. 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. To the extent that (a) the Additional Terms conflict with these Terms, the Additional Terms will govern, and (b) a Supplement conflicts with these Terms or the applicable Additional Terms, the Supplement will govern. These Terms cannot be modified except in a writing signed by both parties, or by a change made by Foursquare as set forth above.
16.2. You cannot assign or transfer your account, any licenses we grant to you or any of your rights or obligations under these Terms without our prior written consent. We may transfer or assign our rights, obligations and licenses under these Terms freely.
16.3. 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.
16.4. If any provision of these Terms is unenforceable, the validity of the remaining provisions will not be affected.
16.5. These Terms do not establish any agency, partnership, or joint venture between you and Foursquare.
16.6. There are no third party beneficiaries to these Terms.