1. Scope
The Foursquare Spatial Workbench is a geospatial data analysis and visualization tool hosted in the cloud.
2. License Grant
Subject to your full compliance with this Spatial Workbench License and the Agreement, Foursquare grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license, without rights to create any derivative works, to access and use the Foursquare Spatial Workbench within the Studio Platform for your own internal purposes. You may not use the Foursquare Spatial Workbench for any other purpose without Foursquare’s prior written consent.
3. Fees/Billing
3.1. Fees. The monthly subscription fees (“Subscription Fees”) for the Foursquare Spatial Workbench can be found on our pricing page and will be billed per each user per month. In addition, the fees will also include compute costs (“Compute Costs” and, collectively with Subscription Fees, the “Fees”), which will be billed to your Account monthly in arrears.
3.2. Free 30-day credit. At its sole discretion, Foursquare will provide each user with a free Subscription Fee credit for the first thirty (30) days (“Free Credit”). Notwithstanding the foregoing, the Free Credit shall not include Compute Costs, for which you will be billed. Foursquare reserves the right to modify or eliminate the Free Credit at any time.
3.3. Automatic Billing. In order to access the Foursquare Spatial Workbench, you will need to add a valid credit card for payment to your Billing Page that can be accessed in your Account. After the Free Credit, you will be billed the applicable Subscription Fee monthly upfront for use of the Foursquare Spatial Workbench. You will also be billed monthly in arrears for Compute Costs. BY ADDING A CREDIT CARD TO YOUR BILLING PAGE, YOU EXPRESSLY AUTHORIZE FOURSQUARE TO CHARGE SUCH CREDIT CARD FOR ALL FEES INCURRED BY YOU ON A MONTHLY BASIS UPFRONT AND IN ARREARS. YOU MAY CHANGE OR DELETE YOUR CREDIT CARD FOR PAYMENT VIA YOUR BILLING PAGE AT ANY TIME. In the event your credit card on file is no longer valid or we otherwise are unable to process a payment for any applicable use of Foursquare Spatial Workbench, then Foursquare will promptly notify you via email that updated credit card information is required.
3.4. Pricing changes. Foursquare reserves the right to change the Fees at any time. Any change will become effective only after the expiration of the current month and after we provide you with notice of such change no fewer than fifteen (15) days before the end of the then-current month.
3.5. Taxes. “Taxes” means taxes, levies, fees or duties of any nature based on or arising from your access or use of the Foursquare Spatial Workbench, not including taxes on Foursquare’s net income. Our Fees are not inclusive of any Taxes, and we may charge applicable Taxes in addition to our Fees, unless you provide timely, fully completed resale exemption documentation for the applicable jurisdictions. Except for Taxes that Foursquare has charged to you and that you have actually paid to Foursquare, you are responsible for remitting all Taxes. All payments shall be made without setoff or deduction, including for Taxes, unless you are legally required to withhold Taxes from payments to Foursquare. In that case, you will pay the additional amounts necessary to make each net payment to Foursquare (i.e., after Taxes withholding) no less than the original amount of Fees due. If we are held responsible for any Taxes, you will reimburse us.
3.6. Audit Rights. During the time you have access to Foursquare Spatial Workbench and for a period of six months thereafter, upon advance written notice, Foursquare may review your systems and applicable records as necessary to validate your use of Access Credentials and the Foursquare Spatial Workbench, during normal working hours, and without undue disruption to your operations.
4. DISCLAIMERS
THE FOURSQUARE SPATIAL WORKBENCH IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FOURSQUARE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, COMPATIBILITY, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS SPATIAL WORKBENCH LICENSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS SPATIAL WORKBENCH LICENSE.
5. Other
5.1. Third Party Terms. Your usage of Spatial Workbench will also be governed by the applicable terms of the compute provider (e.g., MotherDuck) you have selected. A link to the relevant terms may be found in the ‘Resources’ tab of your Foursquare Spatial Account.
5.2. Either party may terminate this Spatial Workbench License at any time upon written notice to the other party (email to suffice). In addition, you may terminate your use of Foursquare Spatial Workbench at any time by either using the features in 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 Foursquare Spatial Workbench. Upon termination by you, you will not be entitled to any refund or proration of payments already made to Foursquare.5.3. In the event that there are any conflicts between the terms of this Spatial Workbench License and the Agreement, the terms of this Spatial Workbench License shall control.