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Sponsored Locations Terms and Conditions

Effective as of: December 5, 2019

Introduction

These Sponsored Locations Terms and Conditions (the “Sponsored Locations Terms”) govern Niantic’s self-serve program for location-based in-game marketing and all services provided by us in connection with that program (“Sponsored Locations Services”). These Sponsored Locations Terms incorporate by reference the Niantic Terms of Service and the Niantic Sponsored Locations: Policy & Guidelines (the “Sponsored Locations Policy”). The Sponsored Locations Services are included in our “Services” as defined in the Niantic Terms of Service. By submitting an application for, accessing, or using the Sponsored Locations Services, you agree to follow and be bound by these additional Sponsored Locations Terms.

In these Sponsored Locations Terms, “you” means the individual entering these terms, and any entity on whose behalf that individual is acting. These terms are entered between you and Niantic, Inc. if you use the Sponsored Locations Services for yourself and live in the United States, or if you use the Sponsored Locations Services on behalf of another entity and that entity’s principal place of business is in the United States. These terms are entered between you and Niantic International Limited if you use the Sponsored Locations Services for yourself and you live in any other country, or if you use the Sponsored Locations Services on behalf of another entity and that entity’s principal place of business is in any other country. Niantic, Inc. and Niantic International Limited are collectively referred to as "Niantic" or “we” in these Sponsored Locations Terms.

ARBITRATION NOTICE: YOU ARE BOUND BY THE ARBITRATION PROVISION SET FORTH LATER IN THESE SPONSORED LOCATIONS TERMS. YOU AGREE THAT DISPUTES BETWEEN YOU AND NIANTIC ARISING OUT OF OR RELATED TO THESE SPONSORED LOCATIONS TERMS OR THE SPONSORED LOCATIONS SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THIS NOTICE DOES NOT APPLY: (1) IN ANY JURISDICTION WHICH DOES NOT ALLOW THIS ARBITRATION AGREEMENT, (2) TO CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15, “ARBITRATION,” BELOW.

1. Your Business and Sponsor Account

Your business (“Business”) must be a lawful business with a physical location that you own or operate, and that complies with our Sponsored Locations Policy.

You must create a sponsor account with us (a “Sponsor Account”) to use the Sponsored Locations Services. You may only use your Sponsor Account in connection with a single Business. As part of the registration process, you must provide information about you (such as your name and contact information) and your Business (such as your Business name and location, and other information relevant to verifying your Business). We may allow you to register using your pre-existing account with a third-party service, and in that case, we will collect information about you such as your name and email address that your privacy settings on that third-party account permit us to access. Niantic has no obligation to verify any information about you or your Business, but we reserve the right to do so.

You are solely responsible for any and all activities that occur under your Sponsor Account, whether or not you know about them. You will notify Niantic immediately upon learning of any unauthorized use of your Sponsor Account or any other breach of security.

We have sole discretion regarding a Business’s eligibility for the Sponsored Locations Services. We may decline to activate, suspend, deactivate or terminate your Sponsor Account if we believe that you or your Business are not eligible for the Sponsored Locations Services, if we determine that information you provide about you or your Business is inaccurate or misleading, if you violate our Sponsored Locations Policy, or for any other reason.

2. Privacy

To provide the Sponsored Locations Services, we need information about you, and we only use your information where we have a legal basis to do so. Please refer to our Sponsored Locations Privacy Policy to help you understand what information we collect about you, how we use it and what choices you have when you participate in the Sponsored Locations Services.

3. Your Business Locations and Associated Sponsored Locations

“Business Location” means a physical location of your Business. Your Business Location must comply with our Sponsored Locations Policy. By submitting your Business Location for inclusion in the Sponsored Locations Services, you agree that Niantic may use the information you provide to create an in-game representation of your Business Location (a “Sponsored Location”). In addition, you agree that Niantic may apply a label or disclosure to notify users that a Sponsored Location and your Sponsor Content (as defined below) are attributable to you. You may update or edit information about your Business Location, or request to add or remove a Sponsored Location, through your Sponsor Account.

Additional limitations may apply to your ability to update or edit your Business Location information and associated Sponsored Locations, as communicated to you by Niantic from time to time. For example, there may be limits on how many times per month you may edit your Business Location information. While we may allow you to restrict the availability of Sponsored Locations associated with your Business during certain hours (for example, at night or on the weekend), such Sponsored Locations may be accessible through our Services outside of your Business’s regular hours of operation.

Sponsored Locations are part of the Sponsored Locations Services and, subject to your rights to your Sponsor Content, Niantic owns all right, title and interest in and to Sponsored Locations. Niantic reserves the right to approve or reject all requests to add or modify a Sponsored Location, in its sole discretion. Niantic makes no commitments regarding the density of Sponsored Locations, or the proximity of the Sponsored Location for your Business Location to other sponsored or organic Sponsored Locations.

Niantic may remove Sponsored Locations associated with your Business from our Services upon cancellation of your Sponsorship Plan (as defined below), or in our sole discretion at any time without notice to you, for example, to comply with applicable laws or a request from our licensors (for example, The Pokémon Company), or for safety or operational needs. Please note that Sponsored Locations associated with your Business may remain publicly available for some time following cancellation of your Sponsorship Plan for operational or technical reasons.

4. Your Sponsor Content and License Granted to Niantic

You may submit a location name, image, description, links to your website, QRC or bar codes, and other content for inclusion in a Sponsored Location (collectively, “Sponsor Content”). Your Sponsor Content must comply with our Sponsored Locations Policy. Coupons or other promotions that you offer through your Sponsor Content (“Promotions”) are subject to additional terms and conditions as described in our Sponsored Locations Policy. You may update or edit your Sponsor Content through your Sponsor Account. Additional limitations may apply to your ability to update or edit your Sponsor Content, as communicated to you by Niantic from time to time (for example, there may be limits on how many times per month you may edit your Sponsor Content or add Promotions).

By submitting Sponsor Content, you grant Niantic and its affiliates a royalty-free, nonexclusive, worldwide, perpetual license to use that Sponsor Content: (a) to provide the Sponsored Locations Services to you, for example, to create Sponsored Locations, and (b) to market and promote our Services, including without limitation in lists of customers using the Sponsored Locations Services, maps of Sponsored Locations, and in case studies about the Sponsored Locations Services. In addition, you agree that Niantic may use your Business name, logo and other brand features to identify you as a user of our Sponsored Locations Services in our marketing and promotional materials, and as such brand features appear in your Sponsor Content.

As part of our Sponsored Locations Services, please be aware that your Sponsor Content may be made publicly available through our Services, and our related marketing and promotional materials. Niantic is not responsible for keeping any of your Sponsor Content confidential, or notifying you of our use of your Sponsor Content.

Niantic has sole discretion in interpreting its Sponsored Locations Policy. While Niantic has no obligation to screen or monitor Sponsor Content, Niantic reserves the right to reject or remove your Sponsor Content at any time without notice to you.

You are solely responsible for your Sponsor Content, including any legally required disclosures, the fulfillment of Promotions, destinations to which your Sponsor Content directs viewers, and responding to any user inquiries about your Sponsor Content. You may not imply that your Sponsor Content is in any way sponsored or endorsed by Niantic or its licensors (for example, The Pokémon Company). You will respect the intellectual property and privacy rights of others. Your Sponsor Content and your use of the Sponsored Locations Services will not violate any third party’s copyrights, trademarks, other intellectual property rights, or rights of publicity or privacy.

Niantic does not claim ownership rights in your Sponsor Content and nothing in these Sponsored Locations Terms restricts any rights that you may have to use and exploit your Sponsor Content.

5. Other In-Game Features

We may make available other in-game features through the Sponsored Locations Services, for example, Mini-Games like scheduled raids (“In-Game Features”). In-Game Features are subject to any additional terms and conditions communicated to you by Niantic. Niantic reserves the right to modify, suspend, terminate or restrict the availability and functionality of all In-Game Features for any reason in our sole discretion, for example, for player safety, to comply with our legal obligations, or to balance gameplay.

6. Limited License to Niantic Reports and Sponsor Promotional Materials

As part of the Sponsored Locations Services, Niantic may make available reports and analytics, for example, about the aggregate number of players who interact with a Sponsored Location (“Reports”). Subject to your compliance with these Sponsored Locations Terms, Niantic grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to download, view, display and use Reports solely in the form provided by Niantic for your internal business purposes. You will not: (a) disclose or provide access to Reports or any portion thereof to any third party, (b) associate any data in Reports with an identifiable person, or (c) deaggregate, deanonymize, reidentify, or attempt to do any of the foregoing with respect to Reports or any portion thereof.

Niantic may also offer physical (e.g., posters and stickers) or digital (e.g., copy for social media posts or digital images) marketing materials in connection with the Sponsored Locations Services (“Sponsor Promotional Materials”). Subject to your compliance with these Sponsored Locations Terms, during the time you have an active Sponsorship Plan (as defined below), Niantic grants you a limited, nonexclusive, revocable license to use Sponsor Promotional Materials solely in the form provided by Niantic to promote and market your Business’s use of the Sponsored Locations Services, and in compliance with any instructions communicated to you by Niantic. You may not modify, make derivative works based on, sell, or otherwise commercialize Sponsor Promotional Materials without our advance written consent.

Sponsor Promotional Materials may include Niantic’s name, logo, game titles, characters and other brand features and intellectual property of Niantic and our licensors. If your Sponsorship Plan is cancelled, or if your Sponsor Account is terminated, your rights to use Sponsor Promotional Materials will also terminate. We may also revoke your rights to use Sponsor Promotional Materials at any time for any reason, in our sole discretion. When your rights to use Sponsor Promotional Materials are terminated, you agree that you will promptly take reasonable steps to stop your use of Sponsor Promotional Materials, for example, by removing any stickers or posters from your Business Location and by removing any digital materials from your Business website and social media channels.

As between you and Niantic, subject to your rights in your Sponsor Content and the limited licenses expressly granted above in these Sponsored Locations Terms, Niantic owns and retains all right, title and interest in and to the Sponsored Locations Services, including all Reports and Sponsor Promotional Materials. Your use of any brand features of Niantic or its licensors (for example, The Pokémon Company) in connection with Sponsor Promotional Materials (including any associated goodwill) will inure to Niantic’s and its partners’ and licensors’ benefit.

Except for the limited license to use Sponsor Promotional Materials expressly granted above in these Sponsored Locations Terms, (a) Niantic and its licensors do not grant any rights to you in their respective intellectual property (including characters and character names, games images and titles, and logos, brand names, and other brand features), and (b) you may not make any public announcement about your use of the Sponsored Locations Services without our consent. If you violate Niantic’s or our licensors’ intellectual property rights, without limiting any other available rights or remedies, we may immediately terminate your Sponsor Account and remove all associated Sponsor Content, as further described in Section 11, “Termination”.

7. Pilot Features

We may allow you to test new or experimental features of our Sponsored Locations Services (“Pilot Features”). Access to Pilot Features is by invitation only, and may be subject to additional terms and conditions.

8. Feedback

You grant to us a nonexclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit Feedback (as defined in the Niantic Terms of Service) about the Sponsored Locations Services for any purpose.

9. Payment

When you register for a Sponsor Account, we may ask you to supply payment information to our third-party payment processor, including your credit card number, the expiration date of your credit card, your email and postal addresses for billing and notification, and additional information to verify your identity (collectively, “Payment Information”). To protect your privacy, your Payment Information will not be stored on Niantic's systems but rather by a third-party payment processor that assists Niantic in the authentication, authorization, charge and maintenance of your payment details for the Sponsored Locations Services that you purchase from Niantic. By providing your Payment Information, you authorize our third-party payment processor to run one or more payment authorization checks to verify your Payment Information (for example, by charging an amount less than one dollar and reversing that amount). You also authorize Niantic’s third-party payment processor to store your Payment Information. You are responsible for keeping your Payment Information up to date, and any fees or charges resulting from your failure to update your Payment Information (for example, overdraft fees or fees related to a declined payment). You may make changes to your Payment Information through your Sponsor Account.

Niantic provides the Sponsored Locations Services on a subscription basis. Your subscription will be subject to any terms and conditions communicated to you at the time of your purchase, such as the subscription period, and the Sponsored Locations Services included in your subscription (together, your “Sponsorship Plan”). You must purchase a Sponsorship Plan for each Business Location that you submit for our Sponsored Locations Services. If you have an active Sponsorship Plan, we may also allow you to make one-time purchases (for example, for additional scheduled Mini-Games). When you purchase a Sponsorship Plan, or make a one-time purchase, you authorize our third-party payment processor to charge you the applicable fees for the purchase, plus taxes (other than income tax), duties, customs fees, levies and other charges (“Fees”), using the Payment Information you provide. You further authorize our third-party payment processor to provide your Payment Information to third parties as required to complete the transaction.

Each of your Sponsorship Plans will automatically renew until cancelled in accordance with these Sponsored Locations Terms. You will be billed: (a) the then-current Fees for your initial subscription period, which may be prorated if applicable (as communicated to you at the time of your purchase), and (b) in advance of each renewal period for the then-current Fees for your Sponsorship Plan unless cancelled in accordance with these Sponsored Locations Terms before the next subscription period begins. By purchasing a Sponsorship Plan, you accept responsibility for all recurring payment obligations described in this Section.

Niantic reserves the right to adjust the Fees for the Sponsored Locations Services from time to time, in its sole discretion. Niantic will notify you as required by applicable law in advance of any price or other material changes to your Subscription Plans that will take effect at the start of the next subscription period. To the extent permitted by applicable law and in line with the authorization you gave Niantic when you made your purchase, you are deemed to accept such changes if you do not cancel your Sponsorship Plan in accordance with these Sponsored Locations Terms before the renewal of those services at the start of the next subscription period.

You may cancel, downgrade, or upgrade each of your Sponsorship Plans through your Sponsor Account. Any cancellations or changes will take effect at the end of the then-current subscription period. If you cancel a Sponsorship Plan, your right to use the relevant Sponsored Locations Services will continue until the end of the then-current subscription period and will then terminate without further charges.

TO THE EXTENT PERMITTED BY LAW, YOUR PURCHASE IS FINAL AND NIANTIC HAS NO OBLIGATION TO ISSUE A REFUND. IF YOU CANCEL OR CHANGE ANY OF YOUR SPONSORSHIP PLANS, YOU WILL BE RESPONSIBLE FOR ALL FEES INCURRED FOR THE THEN-CURRENT SUBSCRIPTION PERIOD, AND YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF FEES FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. Without limiting the foregoing, if something unexpected happens in the course of completing a transaction, we reserve the right to cancel that transaction for any reason; if we cancel a transaction, we will refund any payment you have already remitted to us for that transaction. We recognize that exceptional situations may occur, and we reserve the right to issue refunds in our sole discretion.

If you have an issue related to any of your Sponsorship Plans, you must contact us within fifteen (15) days of the relevant incident through our Help Center for Niantic Sponsored Locations.

10. Your Representations and Warranties

You represent and warrant that: (a) you are at least 18 years of age, you are legally able to enter into a contract, and you have the authority to act on behalf of your Business and to bind your Business to these Sponsored Locations Terms, (b) your use of the Sponsored Locations Services will only be in your capacity as an authorized representative of your Business, (c) you and any entity that owns, controls, or is otherwise affiliated with you (i) are not included on any of the restricted party lists maintained by any relevant government authority, (ii) are not a resident of, located in, or organized under the laws of, any country with which trade is prohibited by any relevant government authorities or sanctions, and (iii) will not do business with or provide goods or services, directly or indirectly, to anyone on the restricted party lists or to any country with which trade is prohibited by any applicable sanctions, (d) you will comply with applicable laws, our Sponsored Locations Policy, and these Sponsored Locations Terms when using the Sponsored Locations Services, (e) with respect to business entities, you are an entity validly existing and in good standing under the laws of your jurisdiction of incorporation or organization, (f) all information provided by you in connection with the Sponsored Locations Services is complete, up-to-date and accurate in all material respects, (g) you have and will retain all necessary licenses, rights, permissions, and clearances (including from any third parties) required to perform your obligations under and grant Niantic all rights as set forth in these Sponsored Locations Terms, including with respect to your Sponsor Content, and (h) you have the legal right to use all payment methods represented by the Payment Information you provide to us.

If you use the Sponsored Locations Services as agent for another individual or entity, then you represent and warrant that: (x) you are authorized to, and do, bind that individual or entity to these Sponsored Locations Terms, and (y) all of your actions in connection with these Sponsored Locations Terms are and will be within the scope of the agency relationship between you and that individual or entity, and in accordance with any applicable legal and fiduciary duties.

You may use the Sponsored Locations Services to promote your Business only through your Sponsor Account, subject to these Sponsored Locations Terms. You represent and warrant that you will not use accounts for other Niantic Services (for example, your user account for our games) for any unauthorized commercial purposes, including to promote or market your Business.

11. Termination

Niantic may terminate these Sponsored Locations Terms or your Sponsor Account, and modify, suspend, terminate access to, or discontinue the availability of any portion of the Sponsored Locations Services, in any or all territories, at our sole discretion, at any time and without notice to you.

You may terminate your Sponsor Account at any time by canceling your Sponsorship Plan for each Sponsored Location through your Sponsor Account. Upon termination of these Sponsored Locations Terms or your Sponsor Account, the following provisions of these Sponsored Locations Terms will survive: Section 2, “Privacy”; Section 4, “Your Sponsor Content and License Granted to Niantic”; Section 7, “Pilot Features”; Section 8, “Feedback”; Section 9, “Payment”; Section 10, “Representations and Warranties”; Section 11, “Termination”; Section 12, “Indemnification”; Section 13, “Disclaimer of Warranty”; Section 14, “Limitation of Liability”; Section 15, “Dispute Resolution”; Section 16, “General”; and Section 17, “Contact Information”.

12. Indemnification

To the extent permitted by applicable law, you will indemnify, hold harmless and defend at your expense, Niantic and any of its officers, directors, employees, agents, affiliates, and licensors, from any and all third-party claims, actions, proceedings, and suits brought against any of the foregoing indemnified parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses), or other losses incurred by Niantic or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) your breach of these Sponsored Locations Terms, (b) your use of the Sponsored Locations Services, (c) your violation of applicable laws, rules or regulations, or any third-party intellectual property or privacy rights in connection with the Sponsored Locations Services, (d) your Sponsor Content, and (e) any physical harm or injury occurring at your Business Locations. Niantic will provide you with written notice of any claim, suit or action from which you must indemnify Niantic. You will not compromise or settle any indemnified claim in any manner, nor make any admission of liability, without Niantic’s prior written consent, which Niantic may provide in its sole discretion. You will cooperate as fully as reasonably required in the defense of any claim. Niantic reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

13. Disclaimer of Warranties

THE SPONSORED LOCATIONS SERVICES (INCLUDING REPORTS AND SPONSOR PROMOTIONAL MATERIALS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NIANTIC MAKES NO WARRANTY THAT: (A) THE SPONSORED LOCATIONS SERVICES WILL ALWAYS BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (B) YOU WILL OBTAIN ANY RESULT OR OUTCOME THROUGH YOUR USE OF THE SPONSORED LOCATIONS SERVICES OR THAT THE SPONSORED LOCATIONS SERVICES WILL MEET YOUR EXPECTATIONS, OR (C) ANY INFORMATION AVAILABLE THROUGH THE SPONSORED LOCATIONS SERVICES WILL BE TIMELY, ACCURATE OR RELIABLE.

NIANTIC TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR (X) YOUR BUSINESS LOCATIONS OR SPONSOR CONTENT, (Y) ACTIONS OF USERS, USER CONTENT, OR COMMUNICATIONS BETWEEN YOU AND A USER, OR (Z) LOSS OF DATA OR DAMAGE TO YOUR COMPUTER OR OTHER SYSTEMS THAT RESULTS FROM YOUR USE OF THE SPONSORED LOCATIONS SERVICES.

Your use of the Sponsored Locations Services may result in increased foot traffic in the real world. While Niantic encourages all users to behave responsibly (for example, by not littering), your use of the Sponsored Locations Services is at your own risk. You are solely responsible for your use of the Sponsored Locations Services, including making your Business Location safe for visitors, scheduling timed In-Game Features, and respecting your community.

You are solely responsible for backing up your Sponsor Content and any other information that you store through the Sponsored Locations Services. Upon termination of your Sponsor Account, we have no obligation to store, retrieve or return your Sponsor Content or other data related to your Sponsor Account.

14. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, NEITHER NIANTIC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SPONSORED LOCATIONS SERVICES WILL BE LIABLE FOR YOUR LOST REVENUES OR PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SPONSORED LOCATIONS SERVICES, (B) THE CONDUCT OR COMMUNICATIONS OF USERS, OR USER CONTENT OR OTHER THIRD-PARTY CONTENT, OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR SPONSOR CONTENT, EVEN IF NIANTIC HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

NIANTIC’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE SPONSORED LOCATIONS SERVICES WILL NOT EXCEED THE GREATER OF $500 (USD) OR THE FEES YOU PAID NIANTIC, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

15. Dispute Resolution

15.1 Arbitration

If you live in the US or another jurisdiction which allows you to agree to arbitration, you and Niantic agree that any disputes arising out of or related to these Sponsored Locations Terms or use of the Sponsored Locations Services be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in this clause (b), an "IP Protection Action"). Notwithstanding this arbitration agreement, Niantic reserves the right to bring an action in any court of competent jurisdiction against you to stop and/or seek compensation for the intentional or willful misuse or abuse (e.g., hacking) of its IP, products, and Services.

Unless both you and Niantic otherwise agree in writing, the arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this class action waiver is held unenforceable, then the parties’ agreement to arbitrate will be deemed void. Except as provided in the preceding sentence, this Section, “Dispute Resolution” will survive any termination of these Sponsored Locations Terms. If the terms of this Section 15.1, “Arbitration” are found unenforceable as to any claim for relief, that claim must be severed from the arbitration and brought pursuant to Section 15.6, “Governing Law and Exclusive Venue.” All other claims will be arbitrated. The arbitrator, and not any court or agency, will have exclusive authority to (a) determine the scope and enforceability of this arbitration agreement and (b) resolve any dispute related to its interpretation, applicability, enforceability, or formation including any claim that all or any part of it is void or voidable.

15.2 Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection (the “AAA Rules”) then in effect, except as modified by this Section, “Dispute Resolution”. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

15.3 Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules (the AAA provides a general Demand for Arbitration). The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

15.4 Arbitration Location and Procedure

Unless you and Niantic otherwise agree, the arbitration will be conducted in a confidential manner, in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Niantic submit to the arbitrator, and there will be no other discovery conducted (such as depositions), unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Notwithstanding the arbitrator’s discretion, absent a showing of good cause, in no event will the parties be allowed more than three (3) depositions per side, and there will be no corporate deposition of the type contemplated by Federal Rule of Civil Procedure 30(b)(6) and California Code of Civil Procedure 2025.230.

15.5 Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will be treated as confidential, and will include the essential findings and conclusions upon which the arbitrator based the award. Confirmation and enforcement of the arbitration award may be done in any court of competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of Section 14, "Limitation of Liability" as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator will award to that party its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees and legal costs.

15.6 Governing Law and Exclusive Venue

To the extent that these Sponsored Locations Terms allow you or Niantic to initiate litigation in a court, other than for small claims court actions, both you and Niantic agree to the exclusive jurisdiction of and venue in the state and federal courts located in the Northern District of California. Each of the parties hereto waives any objection to jurisdiction and venue in such courts. These Sponsored Locations Terms and your use of the Sponsored Locations Services are governed by the laws of the State of California, excluding its conflicts-of-law rules.

16. General

  • These Sponsored Locations Terms constitute the entire agreement between Niantic and you regarding the Sponsored Locations Services, and supersede any prior agreements.
  • You may not assign or transfer any of your rights or obligations under these Sponsored Locations Terms without Niantic’s prior written consent. Any attempt by you to assign or transfer these Sponsored Locations Terms without such consent will be null. Niantic may freely assign or transfer any of its rights or obligations under these Sponsored Locations Terms without restriction.
  • If these Sponsored Locations Terms conflict with the Sponsored Locations Policy or Niantic Terms of Service, then to the extent of the conflict, the governing documents will be, in descending order: The Sponsored Locations Policy, these Sponsored Locations Terms, and the Niantic Terms of Service.
  • If any provision of these Sponsored Locations Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Sponsored Locations Terms will remain in full force and effect.
  • These Sponsored Locations Terms do not create any third-party beneficiary rights.
  • Niantic will not be liable for any losses, nonperformance or delay in performance by reason of any act of God or other cause beyond its control.
  • Niantic may modify these Sponsored Locations Terms at any time, and if we do, we will notify you as set forth below.
  • Any notices or other communications provided by Niantic under these Sponsored Locations Terms, including those regarding modifications to these Sponsored Locations Terms, will be given (a) via email, or (b) by posting to the Sponsored Locations Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to the email address you provided.
  • If we do not enforce a provision in these Sponsored Locations Terms, it will not be considered a waiver.
  • Our exercise of any remedies under these Sponsored Locations Terms will be without prejudice to our other remedies under these Sponsored Locations Terms or otherwise.
  • In these Sponsored Locations Terms, the words "include" and "including" mean “including but not limited to.”

17. Contact Information

If you have any questions about these Sponsored Locations Terms or the Sponsored Locations Services, please contact Niantic through our Help Center for Niantic Sponsored Locations.