FOURSQUARE LABS, INC. TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY FOURSQUARE LABS, INC. (“FOURSQUARE”), A DELAWARE CORPORATION. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF PILGRIM TOOLKIT OFFERED BY FOURSQUARE.

Acceptance of Terms.

By using Pilgrim Toolkit in any manner, you agree to all of the terms and conditions contained herein (“Terms of Use”), which also incorporate Foursquare’s Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time on Pilgrim Toolkit by Foursquare, each of which is incorporated herein by reference and each of which may be updated by Foursquare from time to time without notice to you in accordance with the terms set out under the “Modification of Terms of Use” section below. In addition, some services offered through Pilgrim Toolkit may be subject to additional terms and conditions specified by Foursquare from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of Pilgrim Toolkit.

Eligibility.

You may only use Pilgrim Toolkit if you have been provided with a personalized code to log in (the “Access Code”) by an authorized Foursquare employee.

Foursquare reserves the right to refuse access or use of Pilgrim Toolkit in its sole discretion, at any time, and without notice. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Access Code. You shall never use any access code other than your Access Code. You will immediately notify Foursquare in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are testing Pilgrim Toolkit on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use. Pilgrim Toolkit is not available to individuals who are younger than 13 years old. Foursquare may, in its sole discretion, refuse to offer Pilgrim Toolkit.

You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and your right to access Pilgrim Toolkit will be revoked where these Terms of Use or use of Pilgrim Toolkit is prohibited and, in such circumstances, you agree not to use or access Pilgrim Toolkit in any way.

If you use a mobile device, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.

Foursquare Content.

Pilgrim Toolkit contains content specifically provided by Foursquare and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through Pilgrim Toolkit.

You may not use, modify or reproduce any content whatsoever. No license is granted to you or any entity you may represent. Use of Pilgrim Toolkit is solely for internal evaluation and testing, and only for non-commercial use. Use, reproduction, modification, distribution or storage of any content is expressly prohibited without prior written permission from Foursquare. You are not permitted to sell, license, rent, or otherwise use or exploit any content whatsoever.

Termination.

Foursquare may terminate your access or use to all or any part of Pilgrim Toolkit at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.

To the extent required by law, Foursquare has no special relationship with, or fiduciary duty to, you. You acknowledge that Foursquare has no control over, and no duty to take any action regarding: other persons who may also be evaluating or testing Pilgrim Toolkit; what content you access via Pilgrim Toolkit; what effects the content may have on you; or what actions you may take as a result of having been exposed to the content.

You release Foursquare from all liability through your use and evaluation of Pilgrim Toolkit. In no event shall Foursquare be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with Pilgrim Toolkit, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from your use of Pilgrim Toolkit.

THE CONTENT AND PILGRIM TOOLKIT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

FOURSQUARE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE CONTENT AND DEMO APP IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification.

You shall defend, indemnify, and hold harmless Foursquare, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the content and Pilgrim Toolkit, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Foursquare). Foursquare reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Foursquare in asserting any available defenses.

Limitation of Liability.

ALL LIABILITY OF FOURSQUARE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF FOURSQUARE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOURSQUARE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT FOURSQUARE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE CONTENT OR DEMO APP FOR: • INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES; • LOSS OF ACTUAL OR ANTICIPATED PROFITS; • LOSS OF REVENUE; • LOSS OF GOODWILL; • LOSS OF DATA; • LOSS OF ANTICIPATED SAVINGS; • WASTED EXPENDITURE; OR • COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FOURSQUARE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF: • DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE); • FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR • ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.

Governing Law.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Foursquare agree that any cause of action arising out of or related to the Demo App must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

For users located in the EEA and/or Australia, the following arbitration and governing law provisions shall apply: • These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Solely in respect of users located in the EEA and/or Australia, the following governing law provisions shall apply: • These Terms of Use and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England. All disputes or claims arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.

Integration and Severability.

These Terms of Use are the entire agreement between you and Foursquare with respect to the Service and use of the content and Pilgrim Toolkit, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Foursquare with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Foursquare must provide you with written notice of such waiver through one of its authorized representatives.

Modification of Terms of Use.

Foursquare reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on Pilgrim Toolkit or by sending you notice through Pilgrim Toolkit or via email. Foursquare may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of Pilgrim Toolkit following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Cancellation of these Terms of Use

In respect of users located in the EEA who wish to use Pilgrim Toolkit, such users may have a right to cancel these Terms of Use under the European Distance Selling Directive (97/7/EC) (“Directive”) within 7 days of accepting these Terms of Use solely to the extent such right applies under the Directive to such users, save that if such right to cancel applies, it shall cease to exist from the time of actual use of the Demo App by such users.

Miscellaneous.

Foursquare shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Foursquare’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Foursquare’s prior written consent. Foursquare may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of users located in the EEA and/or Australia, in respect of these Terms of Use and your use of the content or Pilgrim Toolkit, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

Language.

Where Foursquare has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Foursquare.

If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence.

Contact.

You may contact Foursquare at the following address: 50 W 23rd St, 8th Floor, New York, NY 10010.

Effective Date: November 8, 2018