1. Certain Definitions
1.1. “Approved Campaign” means an advertising campaign for which Foursquare will provide Store Conversions, as approved by Foursquare in advance in a Supplement.
1.2. “Fee Schedule” means the fees set forth in a Supplement, which may be usage based (e.g., on a CPM basis) or stated as a fixed fee. Foursquare may revise the Fee Schedule from time to time and such revised Fees Schedule will be made effective by giving Company written notice of the applicable revision.
1.3. “Platform” means a third party platform shown in a Supplement (e.g., TTD, Meta, Google).
1.4. “Minimum Spend” means, in connection with an Approved Campaign or group of Approved Campaigns, the minimum amount Company agrees to spend with Foursquare for the Product.
1.5. “Store Conversions” means a daily feed of offline events tied to an in-store visit and in-store purchase or an online purchase sent directly to a Platform for the purpose of offering aggregated/anonymized foot traffic insights to Company to inform campaign optimizations.
2. Store Conversions
2.1. The parties will enter into a Supplement for each Approved Campaign for which Foursquare will provide Store Conversions. Each Supplement will include, at minimum, the campaign term, territory and the Fee Schedule. Foursquare will provide Store Conversions on an agreed cadence to Company’s account within the Platform, as set forth in a Supplement.
2.2. Subject to the terms of the Agreement, Company may use Store Conversions solely to determine place visit/transaction conversions for internal analysis of the effectiveness of the Approved Campaign. Company may create analyses that describe the effectiveness of the Approved Campaign and, if Company is an agency, may share such analyses with clients associated with the relevant ad campaign(s) only if Company’s client agreements provide that clients will only use such analyses internally, in connection with the relevant Approved Campaign(s).
2.3. Company will not extract Store Conversions from the Platform, or upload, transfer or use Store Conversions on any other service or platform (including any other services provided by the Platform).
2.4. For the avoidance of doubt, Company may not use Store Conversions for targeting, share it with any other third party (except as expressly permitted above), cross-reference or combine this data with any data (except the user IDs of devices that were exposed to ads from the campaign), or use this data in connection with any other campaign. Company will delete all Store Conversions from Platform within 90 days of the end of the Approved Campaign, or earlier if needed to comply with a legal or regulatory requirement. Store Conversions provided by Foursquare constitute Foursquare’s Confidential Information.
3. Fees & Metrics
3.1. CPM fees will be calculated based on the total actual number of impressions in each Approved Campaign. Company may receive invoices from, and direct payment of fees to, a Platform (unless otherwise specified in a Supplement), and otherwise, Foursquare will invoice Company directly based on the Fee Schedule. Foursquare reserves all rights and remedies against Company in connection with any nonpayment or late payment thereof.
3.2. Company will provide Foursquare with delivery reports (including placement and impressions) and copies of all applicable insertion orders for each Approved Campaign (collectively, “Metrics”) on at least a monthly basis (within 10 days of each calendar month) via email or other agreed method. Foursquare may audit Company’s activity logs and records and all applicable records and reports, to review the accuracy of the Metrics. If the Metrics differ from Foursquare’s metrics by ten percent (10%) or more, then the parties will work together in good faith to resolve such discrepancy. If Company does not provide Metrics on time, Foursquare may bill Company based on Foursquare’s calculations.
4. Company’s Acknowledgements
Company acknowledges that: (a) Foursquare does not guarantee the results of any Product and Company’s engagement of Foursquare is not contingent upon the Products producing any specific findings or results; and (b) Foursquare’s ability to provide certain Products is dependent on receiving sufficient relevant data or other inputs from Company.
5. Additional Intellectual Property Terms
Company acknowledges that: (a) Foursquare does not guarantee the results of any Product and Company’s engagement of Foursquare is not contingent upon the Products producing any specific findings or results; (b) Foursquare has no liability for its failure to retain or create backups of Exposure Data; (c) artifacts of Exposure Data may persist in Foursquare’s system and archives but such Exposure Data may not be retrievable; and (d) Foursquare’s ability to provide certain Products is dependent on receiving sufficient relevant data or other inputs from Company.
6. Additional Intellectual Property Terms
As between the parties, Foursquare owns all right, title and interest in and to the Store Conversions and any future developments and enhancements thereto.