1. Eligibility, Accounts
1.1. 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.
1.2. Account. In order to use the Spatial Workbench, you will first be required to create a Foursquare Spatial account (your “Account”) in the Developer Portal and be given Foursquare-issued access credentials (“Access Credentials”) in accordance with our developer documentation. As a condition of your receipt and continued use of the Products and Access Credentials you represent and warrant that the information you provide 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 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 to Foursquare for the applicable Products, you are strictly prohibited from creating any new developer account(s) to gain access to Foursquare’s Products until such breach has been remedied in full.
1.3. Account access. Each of your representatives (i.e., your coworkers, 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. You shall not provide access to your Account or the Products to any third party.
2. Your License
2.1. Subject to these Terms, Foursquare grants you the licenses contained in the Product specific terms.
3. Your Data
3.1. “Your Data” means any materials, data and information you provide to Foursquare in connection with the Products. Except as to Your Data that you publicly display in your use of the Products, as between you and Foursquare, 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 any applicable Products (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, including individual privacy 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. You will not attempt to extract the data underlying or available via the Products or use the Products: (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 accounts to access and use the Products.
4.2. In the event of a determination by Foursquare that continued use of the Products may result in harm to the Products (including without limitation the systems used to provide the Products), 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 Products and your Account and/or suspend access to the Products or your Account.
4.2.1. Foursquare will not knowingly introduce viruses or other malware to your systems or end users or infringe any third party intellectual property or other rights.
4.2.2. You will not introduce viruses or other malware to Foursquare’s systems or infringe any third party intellectual property or other rights and agree to be liable to Foursquare for direct and indirect damages as a result of a breach of this subparagraph and indemnify, defend, and hold Foursquare harmless from any claim arising out of or relating to a breach of this subparagraph.
4.3. Our Global Data Processing Addendum (“DPA”) governs the processing of any Personal Data (as defined in the DPA) contained in Your Data disclosed to Foursquare or otherwise processed by Foursquare on your behalf.
4.4. You must comply with applicable Privacy Laws (as defined in the DPA) in relation to all Personal Data disclosed to Foursquare or otherwise processed by Foursquare on your behalf in connection with the Products (if applicable). You acknowledge and agree that, in connection with your use of the Products (if applicable), you are solely responsible for complying with Privacy Laws and other applicable laws, including without limitation (i) ensuring the accuracy, quality and legality of Personal Data, and (ii) providing any notices and obtaining any consents necessary to enable Foursquare to process Personal Data pursuant to the Product license and the DPA. You must ensure that the instructions you provide to Foursquare in relation to the processing of Personal Data do not (i) violate Privacy Laws or any other applicable laws, or (ii) put Foursquare in breach of its obligations under applicable law. You acknowledge and agree that your use of the Products will not violate the rights of any Data Subject (as defined in the DPA).
5. Other Foursquare Data
If Foursquare makes its own branded data (“Other Foursquare Data”) available via the data catalog accessible from your 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 Products contain, allow you to access, link to or integrate 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 be able to use the existing functionality of select Products to export certain data, including Your Data. If you request Foursquare’s assistance to export Your Data, where permitted by applicable law, you may be required to 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 Products are not provided as a primary data storage service and that Foursquare does not warrant that data stored by Foursquare will be free from loss or error.
8. Changes
Foursquare reserves the right to modify these Terms at any time. 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, or by such other manner as may be required by applicable law. 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 your Account and/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.
9. Confidentiality
“Confidential Information” means information 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 or other visualizations created using the Products). 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/or 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. Compliance
11.1. Each party will comply with applicable laws and regulations in connection with its activities hereunder, including posting and complying with a legally sufficient privacy policy and any other required notices. You shall not use the Products in a manner that would violate laws prohibiting discrimination or to determine adverse terms and conditions of or ineligibility for employment, credit, housing, health care treatment or insurance. For the avoidance of doubt, except as explicitly described herein, the parties do not intend for you to provide Foursquare with data for incorporation into the Products.
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. Termination
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 info-studio@foursquare.com with a copy to legal@foursquare.com. 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), 4.2.2, 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.
14. DISCLAIMERS
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, QUALITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, WITH RESPECT TO THE PRODUCTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
15. Indemnity
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.
17. 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 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. Miscellaneous
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.