1. Certain Definitions
1.1. Audiences: “Audiences” will consist of device identifiers (“IDs”) associated with particular targeting segments (e.g., IDs associated with the segment “Electronics Buyers”).
1.2. Social Platforms: Facebook, Instagram, LinkedIn, Pinterest, Reddit, Snapchat, TikTok, and X.
1.3. Third Party Platform: demand side platforms, data management platforms, Social Platforms or applications, or data connectivity platforms.
2. License
2.1. Subject to the terms of these Additional Audience Terms and any applicable Supplement, Foursquare grants Company a non-exclusive, non-transferable right to (a) use Audiences solely within pre-approved Third Party Platforms and solely to target digital advertisements (“Targeting”) during a campaign and (b) unless prohibited by Company’s agreements with third parties or an applicable privacy or cookie policy, to (i) use data generated by Company’s Targeting to create or supplement its own user profiles and/or to create lookalike audiences (i.e., to identify other end users that have characteristics or behavior similar to the end users included in the Audience Data) (all of the foregoing, “Audiences Derived Data”), and (ii) use Audiences Derived Data solely within pre-approved Third Party Platforms and solely to target digital advertisements (“Retargeting”). Unless otherwise agreed, Foursquare will provide Audiences to Company’s advertising seat within a Third Party Platform (and no files will be sent to Company).
2.2. Upon mutual agreement in writing (email sufficient), Foursquare may provide Audiences directly to Company; provided, that, Company shall promptly upload such Audience files solely to pre-approved Third Party Platforms for targeting during an applicable campaign as expressly permitted herein or in an applicable Supplement, and thereafter promptly delete such files from Company’s systems at the end of each such campaign. Company agrees to comply with all applicable Third Party Platform terms and policies.
2.3. If Company receives access to Foursquare’s ‘Audience Designer’ and/or ‘Proximity Designer’ user interfaces (“UIs”), Company may access and use the UIs solely to evaluate Audiences for use in advertising campaigns on behalf of itself (or if Company is an Agency, on behalf of its clients). If applicable, Company may share links to its audience/geofence designs and aggregated availability data with clients; provided that Company’s client agreements shall provide that clients may only use this information internally for the relevant ad campaign. Company will not (i) scrape the UIs or attempt to extract data from or reverse engineer the UIs, Foursquare’s systems or products; (ii) provide any third party (including clients) with access to the UIs; (iii) attempt to obtain any data not displayed in the UIs (e.g., underlying audience profiles); or (iv) create derivative works or recreate the UIs or the underlying data. This section shall survive expiration or termination of these Additional Audience Terms and/or Supplement, for as long as Company uses any UI.
2.4. Notwithstanding anything to the contrary, all Audiences and any data available via the UIs shall be deemed Foursquare’s confidential information, for which Company must use at least reasonable care to prevent any unauthorized use or disclosure thereof, but in any event no less stringent a standard than Company applies to its own confidential information.
3. Reporting; Fees and Payment
3.1. Company will provide daily and monthly reporting of Targeting and Audience Retargeting that includes, at minimum, the following fields: impression count, design id, advertiser, agency, date (using GMT), targeting code, ad tactic name, corresponding Audience Data/Audience Derived Data and exchange. Foursquare may audit Company’s use of Audiences and Audiences Derived Data to verify the accuracy of Company’s reports and Company’s compliance with these Additional Audience Terms. In the event Audiences segments are combined with other data for the purposes of targeting an impression, Foursquare will be paid the full CPM rate for each segment.
3.2. Company will be billed monthly in arrears at the CPM rates set forth in a Supplement or via the Third Party Platform, to be paid in US dollars net 30 from invoice date. Notwithstanding the foregoing, the minimum fees payable by Company for usage of Audiences for each campaign in connection with these Audience Additional Terms or a Supplement will be Five Hundred Dollars ($500.00) for the first three-month period (“Minimum Campaign Spend”). If the Minimum Campaign Spend is not met by the end of the third month of a campaign, Company will be charged the difference between the total amount billed for such campaign during the first three-month period and the Minimum Campaign Spend.
3.3. Where available via the Social Platform, Company will schedule an automated delivery report to be delivered directly from Company’s Social Platform account(s) on a weekly basis to the email address(es) specified by Foursquare for reporting purposes. If such automated delivery is not available, Company will pull a delivery report for the previous month from Company’s Social Platform account(s), and export and provide such report to Foursquare on a monthly basis no later than the 10th of the following month (e.g., the Jan delivery report will be provided by Feb 10). Company’s reporting hereunder shall include impressions delivered using Audiences (and if applicable, total media spend using Audiences).
3.4. Company warrants that it shall maintain accurate records, including from all applicable Social Platforms, related to use of Audiences, and shall provide such records to Foursquare in the event there is a discrepancy in usage metrics or Foursquare reasonably believes that the metrics reported by Company are not accurate. No more than once per calendar year, during Company’s regular business hours, Foursquare may audit, through a mutually agreed third party audit firm bound by a duty of confidentiality, Company’s applicable activity logs and records (including relevant Social Platform reports) to review the accuracy of metrics reported by Company.
4. Additional Requirements
4.1. At Foursquare’s request, Company will delete prior deliveries of Audiences and only use the more recent Audiences provided by Foursquare. In addition, at Foursquare’s request, Company will delete Audiences data to comply with legal requirements or end user requests. Notwithstanding any other provision of the Agreement, Audiences shall remain Foursquare’s Confidential Information in perpetuity.
4.2. Subject to these Additional Audience Terms, for so long as Audiences is made available to Company, Company will display the Foursquare name and logo in applicable Company marketing materials. Company shall not indicate that Company is the owner of Foursquare’s name or logo, or imply an endorsement by Foursquare. All goodwill from the use of Foursquare’s name or logo inures to Foursquare.
4.3. To the extent applicable, each party shall comply with the self-regulatory principles of the Digital Advertising Alliance (including the “Application of Self-Regulatory Principles to the Mobile Environment” and “Application of the Principles of Transparency and Control to Data Used Across Devices”) and the Network Advertising Initiative Code of Conduct, including all updates.
4.4. Except as expressly permitted herein, Company will not (and if Company is an agency, Company shall require that its clients will not): (a) combine Audiences or Audiences Derived Data with any other data (except that Company may allow clients to target impressions in real time using Audiences along with other targeting data, provided that such targeting data does not include any data linked to, or intended to be linked to, an identified individual), or (b) create or augment user profiles or segments using any information generated by or derived from use of Audiences or Audiences Derived Data, (c) use any information derived from or generated by use of Audiences or Audiences Derived Data for Attribution, or (d) attempt to reverse engineer Audiences or Audiences Derived Data. For the avoidance of doubt, Company may not use Audiences or Audiences Derived Data to determine whether an end user goes to a specific location after seeing an ad (“Attribution”).
4.5. To the extent that Company receives Audiences directly, except as specifically permitted herein or in an applicable Supplement, Company will not provide any third party (including clients) with the raw data that comprises Audiences (e.g., the file of IDs and segments) or with any Audiences Derived Data.
4.6. Without limiting Company’s obligations hereunder, Company shall not (and if Company is an Agency, Company shall require that its clients will not) use Audiences or Audiences Derived Data: (a) to advertise any product or service that: (i) is not legal, and does not comply with all applicable advertising and licensing requirements; (ii) contains any unsubstantiated claims; (iii) violates guidance or regulations from any applicable regulator; (b) with any advertising that is false, deceptive or misleading; or (c) 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.
5. Personal Data
Under these Additional Audience Terms, the parties do not intend to share data that is subject to European Rules unless these Additional Audience Terms are amended to provide otherwise. “European Rules” means the General Data Protection Regulation (EU) 2016/679 and European Directive 2002/58/EC (as amended by Directive 2009/136/EC), including legislative and/or regulatory amendments or successors thereto, and any applicable implementing local legislation within the European Economic Area, as well as equivalent Swiss and UK laws.