3404 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

the notices are set forth in paragraph 7 

of the Act (12 U.S.C. 1817(j)(7)). 

The public portions of the 

applications listed below, as well as 

other related filings required by the 

Board, if any, are available for 

immediate inspection at the Federal 

Reserve Bank(s) indicated below and at 

the offices of the Board of Governors. 

This information may also be obtained 

on an expedited basis, upon request, by 

contacting the appropriate Federal 

Reserve Bank and from the Board’s 

Freedom of Information Office at 

https://www.federalreserve.gov/foia/ 

request.htm. Interested persons may 

express their views in writing on the 

standards enumerated in paragraph 7 of 

the Act. 

Comments regarding each of these 

applications must be received at the 

Reserve Bank indicated or the offices of 

the Board of Governors, Ann E. 

Misback, Secretary of the Board, 20th 

Street and Constitution Avenue NW, 

Washington DC 20551–0001, not later 

than February 2, 2024. 

A. Federal Reserve Bank of 

Minneapolis (Stephanie Weber, 

Assistant Vice President) 90 Hennepin 

Avenue, Minneapolis, Minnesota 

55480–0291. Comments can also be sent 

electronically to: MA@mpls.frb.org. 

1. The Estate of Noman C. Skalicky 

(Estate), Maple Grove, Minnesota, and 

the Norman C. Skalicky Revocable Trust 

Agreement dated December 23, 2019 

(Trust), Minneapolis, Minnesota, Joshua 

C. Hillger, Minneapolis, Minnesota, 

special administrator to both Estate and 

Trust; to form the Hillger Control Group, 

a group acting in concert, to retain 

voting shares of Stearns Financial 

Services, Inc., Saint Cloud, Minnesota, 

and thereby indirectly retain voting 

shares of Stearns Bank National 

Association, Saint Cloud, Minnesota; 

Stearns Bank of Upsala, National 

Association, Upsala, Minnesota; and 

Stearns Bank of Holdingford, National 

Association, Holdingford, Minnesota. 

Board of Governors of the Federal Reserve 

System. 

Michele Taylor Fennell, 

Deputy Associate Secretary of the Board. 

[FR Doc. 2024–00916 Filed 1–17–24; 8:45 am] 

BILLING CODE P 

FEDERAL TRADE COMMISSION 

[File No. 212 3038] 

X-Mode Social, Inc.; Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement; 

request for comment. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair or 

deceptive acts or practices. The attached 

Analysis of Proposed Consent Order to 

Aid Public Comment describes both the 

allegations in the complaint and the 

terms of the consent order—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before February 20, 2024. 

ADDRESSES: Interested parties may file 

comments online or on paper by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Please write ‘‘X-Mode Social, 

Inc.; File No. 212 3038’’ on your 

comment and file your comment online 

at https://www.regulations.gov by 

following the instructions on the webbased form. If you prefer to file your 

comment on paper, please mail your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW, Suite CC–5610 (Annex X), 

Washington, DC 20580. 

FOR FURTHER INFORMATION CONTACT: 

Bhavna Changrani (202–326–2363), 

Attorney, Division of Division of 

Privacy and Identity Protection, Bureau 

of Consumer Protection, Federal Trade 

Commission, 600 Pennsylvania Ave. 

NW, Washington, DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule § 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of 30 days. The following Analysis to 

Aid Public Comment describes the 

terms of the consent agreement and the 

allegations in the complaint. An 

electronic copy of the full text of the 

consent agreement package can be 

obtained at https://www.ftc.gov/newsevents/commission-actions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before February 20, 2024. Write ‘‘XMode Social, Inc., File No. 212 3038’’ on 

your comment. Your comment— 

including your name and your state— 

will be placed on the public record of 

this proceeding, including, to the extent 

practicable, on the https://

www.regulations.gov website. 

Because of heightened security 

screening, postal mail addressed to the 

Commission will be subject to delay. We 

strongly encourage you to submit your 

comments online through the https://

www.regulations.gov website. If you 

prefer to file your comment on paper, 

write ‘‘X-Mode Social, Inc., File No. 212 

3038’’ on your comment and on the 

envelope, and mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW, Suite 

CC–5610 (Annex X), Washington, DC 

20580. 

Because your comment will be placed 

on the publicly accessible website at 

https://www.regulations.gov, you are 

solely responsible for making sure your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include sensitive personal information, 

such as your or anyone else’s Social 

Security number; date of birth; driver’s 

license number or other state 

identification number, or foreign 

country equivalent; passport number; 

financial account number; or credit or 

debit card number. You are also solely 

responsible for making sure your 

comment does not include sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by section 

6(f) of the FTC Act, 15 U.S.C. 46(f), and 

FTC Rule § 4.10(a)(2), 16 CFR 

4.10(a)(2)—including competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule § 4.9©. 

In particular, the written request for 

confidential treatment that accompanies 

the comment must include the factual 

and legal basis for the request and must 

identify the specific portions of the 

comment to be withheld from the public 

record. See FTC Rule § 4.9(c). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the https://

www.regulations.gov website—as legally 

required by FTC Rule § 4.9(b)—we 

cannot redact or remove your comment 

from that website, unless you submit a 

confidentiality request that meets the 

requirements for such treatment under 

FTC Rule § 4.9(c), and the General 

Counsel grants that request. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3405 

Visit the FTC website at http://

www.ftc.gov to read this document and 

the news release describing the 

proposed settlement. The FTC Act and 

other laws the Commission administers 

permit the collection of public 

comments to consider and use in this 

proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments it 

receives on or before February 20, 2024. 

For information on the Commission’s 

privacy policy, including routine uses 

permitted by the Privacy Act, see 

https://www.ftc.gov/site-information/ 

privacy-policy. 

Analysis of Proposed Consent Order To 

Aid Public Comment 

The Federal Trade Commission 

(‘‘Commission’’) has accepted, subject to 

final approval, an agreement containing 

a consent order from X-Mode Social, 

Inc. and Outlogic, LLC (collectively ‘‘XMode’’). The proposed consent order 

(‘‘Proposed Order’’) has been placed on 

the public record for 30 days for receipt 

of public comments by interested 

persons. Comments received during this 

period will become part of the public 

record. After 30 days, the Commission 

will again review the agreement, along 

with the comments received, and will 

decide whether it should make final the 

Proposed Order or withdraw from the 

agreement and take appropriate action. 

Respondent X-Mode is a Delaware 

corporation with its headquarters in 

Virginia. Respondent Outlogic is a 

Virginia limited liability company and 

is the successor-in-interest to 

Respondent X-Mode. X-Mode is a data 

broker that collects or purchases precise 

geolocation data about consumers’ 

mobile devices. 

X-Mode occupies multiple roles in the 

location data marketplace. X-Mode 

created a Software Development Kit 

(‘‘SDK’’) for use in third-party apps, 

obtained location data from other 

aggregators, and previously published 

its own apps ‘‘Drunk Mode’’ and ‘‘Walk 

Against Humanity.’’ X-Mode ingests 

billions of location signals daily from its 

various sources. X-Mode sells this 

location data to marketers, retailers, 

research organizations, private 

government contractors for national 

security, and other data brokers. 

X-Mode creates and sells two primary 

data products: (1) Data-as-a-Service 

(‘‘DaaS’’) product, which is raw location 

data without any additional analysis, 

consisting of, among other information, 

a unique persistent identifier for the 

mobile device called a Mobile 

Advertiser ID (‘‘MAID’’) and 

timestamped latitude and longitude 

coordinates; and (2) ‘‘Audience 

Segments,’’ which are groupings of 

MAIDs that purportedly share similar 

traits based on the locations or events 

the mobile devices and MAIDs have 

visited. 

The Commission’s proposed sevencount complaint alleges that 

Respondents violated section 5(a) of the 

FTC Act by (1) unfairly selling sensitive 

data, (2) unfairly failing to honor 

consumers’ privacy choices, (3) unfairly 

collecting and using consumer location 

data, (4) unfairly collecting and using 

consumer location data without consent 

verification, (5) unfairly categorizing 

consumers based on sensitive 

characteristics for marketing purposes, 

(6) deceptively failing to disclose use of 

location data, and (7) providing the 

means and instrumentalities to engage 

in deceptive acts or practices. 

With respect to the first count, the 

proposed complaint alleges that 

Respondents sold location data 

associated with MAIDs that could be 

used to track consumers to sensitive 

locations, such as medical facilities, 

places of religious worship, places that 

may be used to infer an LGBTQ+ 

identification, domestic abuse shelters, 

and welfare and homeless shelters. For 

example, by plotting the latitude and 

longitude coordinates included in the XMode data stream using publicly 

available map programs, it is possible to 

identify which consumers’ mobile 

devices visited medical facilities and 

when. 

With respect to the second count, the 

proposed complaint alleges that X-Mode 

failed, between June 2018 and July 

2020, to honor the privacy choices of 

some consumers who had enabled the 

‘‘Opt out of Ads Personalization’’ 

control on their Android mobile phones. 

X-Mode’s consumers were unaware that 

their privacy choices were not being 

honored by X-Mode and the company 

failed to employ the necessary technical 

safeguards and oversight to ensure that 

consumers’ privacy choices were 

honored. The proposed complaint 

alleges that this failure caused or was 

likely to cause substantial injury by 

failing to honor the privacy decisions 

made by the consumers. 

With respect to the third count, the 

proposed complaint alleges that X-Mode 

failed to fully disclose to users of its 

own apps (Drunk Mode and Walk 

Against Humanity) the purposes for 

which their location data would be 

used. As a result, the proposed 

complaint alleges that X-Mode caused 

or was likely to cause consumers 

substantial injury by collecting and 

selling the consumers’ sensitive data 

without consumers’ consent. 

With respect to the fourth count, the 

proposed complaint alleges that X-Mode 

failed to verify that third-party apps 

incorporating its SDK obtain informed 

consent from consumers to have the 

consumers’ location data collected, 

used, and sold. X-Mode’s primary 

mechanism for ensuring that consumers 

have provided appropriate consent is 

through contractual requirements with 

its suppliers. However, contractual 

provisions, without additional 

safeguards, are insufficient to protect 

consumers’ privacy. 

With respect to the fifth count, the 

proposed complaint alleges that it was 

an unfair practice for X-Mode to 

categorize consumers based on sensitive 

characteristics. X-Mode entered into an 

agreement with a privately held clinical 

research company to trace consumers in 

Ohio within a 200-meter radius of 

Cardiologist offices, Gastroenterologist 

offices, Endocrinologist offices, 

Pharmacies, and Drugstores. X-Mode 

licensed these segments for advertising 

or marketing purposes. 

With respect to the sixth count, the 

proposed complaint alleges that X-Mode 

failed to disclose to users of the X-Mode 

apps that their data would be provided 

to government contractors for national 

security purposes. Such a failure to 

disclose is material to consumers and is 

likely to mislead consumers who have 

no way of determining the truth. As a 

result, this conduct is deceptive under 

section 5. 

With respect to the seventh count, the 

proposed complaint alleges that X-Mode 

has furnished third party app publishers 

with language for consumer disclosures 

that mislead consumers about the 

purposes for which their location may 

be used, such as by failing to disclose 

that consumer’s location would be 

provided to government contractors for 

national security purposes. Furnishing 

such materials provided the means and 

instrumentalities by which the app 

publishers could mislead consumers 

and is therefore deceptive under section 

5 of the FTC Act. 

The proposed complaint alleges that 

Respondents could have addressed each 

of these failures by implementing 

certain safeguards at a reasonable cost 

and expenditure of resources. The 

proposed complaint alleges that XMode’s practices caused, or are likely to 

cause, substantial injury to consumers 

that are not outweighed by 

countervailing benefits to consumers or 

competition and are not reasonably 

avoidable by consumers themselves. 

Such practices constitute unfair acts or 

practices under section 5 of the FTC 

Act. 


khammond on DSKJM1Z7X2PROD with NOTICES
3406 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

Summary of Proposed Order With 

Respondent 

The Proposed Order contains 

injunctive relief designed to prevent 

Respondents from engaging in the same 

or similar acts or practices in the future. 

Part I prohibits Respondents from 

misrepresenting the extent to which (1) 

it collects, maintains, uses, discloses, 

deletes any covered information, and (2) 

the location data that Respondents 

collect, use, maintain, or disclose is 

deidentified. 

Part II prohibits Respondents from 

selling, licensing, transferring, sharing, 

disclosing, or using sensitive location 

data in any products or services. 

Sensitive locations are defined as those 

locations in the United States associated 

with (1) medical facilities (e.g., family 

planning centers, general medical and 

surgical hospitals, offices of physicians, 

offices of mental health physicians and 

practitioners, residential mental health 

and substance abuse facilities, 

outpatient mental health and substance 

abuse centers, outpatient care centers, 

psychiatric and substance abuse 

hospitals, and specialty hospitals); (2) 

religious organizations; (3) correctional 

facilities; (4) labor union offices; (5) 

locations of entities held out to the 

public as predominantly providing 

education or childcare services to 

minors; (6) associations held out to the 

public as predominantly providing 

services based on racial or ethnic origin; 

or (7) locations held out to the public as 

providing temporary shelter or social 

services to homeless people, survivors 

of domestic violence, refugees, or 

immigrants. 

Part III requires that Respondents 

implement and maintain a sensitive 

location data Program to develop a 

comprehensive list of sensitive locations 

and to prevent the use, sale, license, 

transfer, or disclosure of sensitive 

location data. 

Part IV requires that Respondents 

establish and implement policies, 

procedures, and technical measures 

designed to prevent recipients of 

Respondents’ location data from 

associating consumers with locations 

providing services to LGBTQ+ 

individuals, locations of public 

gatherings of individuals during social 

demonstrations, marches, or protests, or 

using location data to determine the 

identity or location of an individual’s 

home. 

Part V requires Respondents to notify 

the Commission any time it determines 

that a third party shared Respondents’ 

Location Data, in violation of a 

contractual requirement between 

Respondents and the third party. 

Part VI requires that Respondents 

must not collect, use, maintain, and 

disclose location data (1) when 

consumers have opted-out, or otherwise 

declined targeted advertising, (2) 

without a record documenting the 

consumer’s consent obtained prior to 

the collection of location data, and (3) 

in connection with Respondents’ apps 

unless consumers receive a clear and 

conspicuous quarterly reminder about 

location data being collected. 

Part VII requires that Respondents 

implement a supplier assessment 

program designed to ensure that 

consumers have provided consent for 

the collection and use of location data 

obtained by Respondents. Under this 

program, Respondents must conduct 

initial assessments of all their data 

suppliers within 30 days of entering 

into a data sharing agreement, or within 

30 days of the initial date of data 

collection. The program also requires 

that Respondents confirm that 

consumers provide consent and create 

and maintain records of suppliers’ 

assessment responses. Finally, 

Respondents must cease from using, 

selling, or disclosing location data for 

which consumers have not provided 

consent. 

Part VIII requires that Respondents 

provide a clear and conspicuous means 

for consumers to request the identity of 

any entity, business, or individual to 

whom their location data has been sold, 

transferred, licensed, or otherwise 

disclosed or a method to delete the 

consumers’ location data from the 

databases of Respondents’ customers. 

Respondents must also provide written 

confirmation to consumers that the 

deletion requests have been sent to 

Respondents’ customers. 

Part IX requires that Respondents 

provide a simple, easily-located means 

for consumers to withdraw any consent 

provided and Part X requires that 

Respondents cease collecting location 

data within 15 days after Respondents 

receive notice that the consumer 

withdraws their consent. 

Part XI also requires that Respondents 

provide a simple, easily-located means 

for consumers to request that 

Respondents delete location data that 

Respondents previously collected and to 

delete the location data within 30 days 

of receipt of such request unless a 

shorter period for deletion is required 

by law. 

Part XII requires that Respondents (1) 

document and adhere to a retention 

schedule for the covered information it 

collects from consumers, including the 

purposes for which it collects such 

information, the specific business 

needs, and an established timeframe for 

its deletion, and (2) prior to collecting 

or using new type of information related 

to consumers that was not previously 

collected, and is not described in its 

retention schedule, Respondents must 

update its retention schedule. 

Part XIII requires that Respondents 

delete or destroy all historic location 

data and all data products. Respondents 

have the option to retain historic 

location data if it has obtained 

affirmative express consent or it ensures 

that the historic location data is 

deidentified or rendered non-sensitive. 

Respondents must inform all customers 

that received location data from 

Respondents within 3 years prior to the 

issuance date of this Order, of the 

Commission’s position that such data 

should be deleted, deidentified, or 

rendered non-sensitive. 

Part XIV requires Respondents to 

establish and implement, and thereafter 

maintain, a comprehensive privacy 

program that protects the privacy of 

consumers’ personal information. 

Parts XV–XVIII are reporting and 

compliance provisions, which include 

recordkeeping requirements and 

provisions requiring Respondent to 

provide information or documents 

necessary for the Commission to 

monitor compliance. 

Part XIX states that the Proposed 

Order will remain in effect for 20 years, 

with certain exceptions. 

The purpose of this analysis is to 

facilitate public comment on the 

Proposed Order, and it is not intended 

to constitute an official interpretation of 

the complaint or Proposed Order, or to 

modify the Proposed Order’s terms in 

any way. 

By direction of the Commission. 

April J. Tabor, 

Secretary. 

[FR Doc. 2024–00928 Filed 1–17–24; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Centers for Disease Control and 

Prevention 

Notice of Closed Meeting 

Pursuant to 5 U.S.C. 1009(d), notice is 

hereby given of the following meeting. 

The meeting will be closed to the 

public in accordance with the 

provisions set forth in sections 

552b(c)(4) and 552b(c)(6), Title 5 U.S.C., 

as amended, and the Determination of 

the Director, Office of Strategic Business 

Initiatives, Office of the Chief Operating 

Officer, CDC, pursuant to Public Law 

92–463. The grant applications and the 


khammond on DSKJM1Z7X2PROD with NOTICES