If your principal place of business is located in the United States, you are agreeing to the Insertion Order Master Terms and Program Terms found here.

If your principal place of business is located outside of the United States, you are agreeing to the Insertion Order Master Terms and Program Terms found here.

Insertion Order Master Terms and Program Terms

(If your principal place of business is located in the United States)

Effective: June 18, 2018

Introduction

These Insertion Order Master Terms (the “Master Terms”) govern advertising services provided and managed by Snap (“Managed Services”) to companies with a principal place of business in the United States. If your principal place of business is located outside of the United States, a separate set of Master Terms applies. Each of Snap Inc. and its affiliates (“Snap”) on the one hand, and you on the other, are individually referred to as a “party” and collectively as the “parties.” Managed Services are detailed on Insertion Orders (each an “IO”).

These Master Terms incorporate by reference and are subject to the Snap Community Guidelines, Advertising Policies, Brand Guidelines, Snapcode Usage Guidelines, any creative and technical specifications and due dates set forth by Snap, and all other Snap policies or guidelines governing the use of Snap’s products or services (collectively, “Policies”), as well as the Snap Inc. Terms of Service. For clarity, these Master Terms do not govern the use of Snap’s self-service business products and services (the “Business Services”), which are governed by the Business Services Terms; nor do these terms govern production of any Ads by Snap, which are governed by the Creative Services Terms.

1. Advertising on Snapchat

a. “Ad” means any ad listed on an IO.

b. By executing an IO, you agree to: (i) these Master Terms; (ii) the terms applicable to the Managed Services on the IO (“Program Terms”); and (iii) the IO, including any additional terms listed on the IO, as applicable (collectively, the “Agreement”).

2. Agencies

If an agent, or any other person, organization, or entity (“Agency”), enters into the IO on behalf of an Advertiser, then (a) “Advertiser” is the entity on whose behalf the Agency is purchasing the advertising products; (b) Agency represents and warrants that it is the authorized agent of the Advertiser, it has legal authority to enter into the Agreement on behalf of the Advertiser, and it can make all decisions for Advertiser related to the Agreement; and (c) the definition of “you” and “your” includes both Advertiser and Agency. Agency agrees that Snap may send invoices and campaign reporting directly to the Advertiser.

3. Payments and Credit Check

Payments for orders via the Managed Services are governed by the Payment Program Terms below. You authorize Snap to obtain credit reports on you from one or more credit bureaus. Snap may extend, revise, or revoke credit to you at any time in its sole discretion.

4. Restrictions

You will not (a) interfere or attempt to interfere with the proper working of any website, mobile application, or other media platform owned, operated, or controlled by Snap or its affiliates (“Platform”), or any other Snap system; (b) gather, access, or otherwise process any information relating to an identified or identifiable natural person via the Platform or any other Snap system for any purpose without the prior written consent of Snap; (c) transmit into any Snap system any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus,” “spyware,” or “malware,” or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Snap system, or any component thereof; (d) except with respect to automated means made available by Snap or as authorized by Snap in writing, use any automated means to access or manage your use of the Managed Services, including accessing, monitoring, scraping, or copying any Snap system, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise; (e) use or publicly display anything created via the Managed Services other than on the Platform; or (f) resell Managed Services. For purposes of these Master Terms, "Personal Data," means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

5. Representations and Warranties

You represent and warrant that (a) neither you, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate - for example, the United States Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) you are not owned or controlled by such a restricted party; (c) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) in the performance of this Agreement, you 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; (e) you have the full power and rights to perform your obligations under this Agreement; (f) you will comply with Applicable Law and these Master Terms in your performance under this Agreement; (g) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization; and (h) all information provided by you to Snap is complete and accurate in all material respects. For purposes of this Agreement, “Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.

If you provide Snap any Personal Data, you (a) represent and warrant that (i) the providing party has all necessary rights and consents to disclose the Personal Data of each Data Subject; and (ii) you or another providing party has properly informed each Data Subject of the disclosure of their Personal Data; and (b) agree to Snap’s use of such Personal Data to fulfill Snap’s obligations under the Agreement.

Agency further represents and warrants that (a) it is authorized to bind each Advertiser to these Master Terms and any IO; and (b) all of its actions in connection with these Master Terms are and will be within the scope of the agency relationship between Agency and each Advertiser.

6. Indemnification

You agree to indemnify, defend, and hold harmless Snap, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) due to, arising out of, or relating in any way to (a) your actual or alleged breach of this Agreement; (b) your use of products or services provided by a third party in connection with the Managed Services, even if recommended, made available, or approved by Snap; (c) any fraud or misrepresentation by you in connection with this Agreement; and (d) your gross negligence or willful misconduct in connection with this Agreement.

Snap will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. Snap will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without Snap’s prior written consent, which Snap may provide in its sole discretion. Snap may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.

7. Publicity

Except as permitted by Snap in the Policies, you will not make any public statements (a) regarding the substance of this Agreement; or (b) using Snap’s or its affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you by Snap. In the event such use is permitted in the Policies, such use will inure solely to Snap’s benefit and will be revocable at any time in Snap’s sole discretion.

8. Survival

The Introduction and Sections 2-20 will survive cancellation of any IO or expiration of the Agreement. In addition, those provisions that by their nature are intended to survive cancellation of any IO or expiration of the Agreement will so survive.

9. Governing Law and Disputes

The laws of California, except for its conflict-of-laws principles, govern these Master Terms and any proceedings arising out of or relating to this Agreement, or its subject matter, including any tort claims. Any such proceedings will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then the dispute will be litigated exclusively in the Superior Court of California, County of Los Angeles. The parties consent to personal jurisdiction in both courts. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.

10. Limitation of Liability

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SNAP AND SNAP’S MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, INCLUDING ANY SUCH LOSSES (i) RESULTING FROM YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY IN CONNECTION WITH AN IO, EVEN IF RECOMMENDED, MADE AVAILABLE, OR APPROVED BY SNAP; OR (ii) RELATING TO THIS AGREEMENT, EVEN IF SNAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SNAP’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AMOUNT YOU HAVE PAID UNDER THE APPLICABLE IO IN THE THREE MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.

b. YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY IN CONNECTION WITH THIS AGREEMENT IS AT YOUR OWN RISK AND IS SUBJECT TO THE THIRD PARTY’S TERMS. SNAP IS NOT LIABLE FOR ANY DIRECT DAMAGES, NOR ANY OF THE OTHER DAMAGES OR LOSSES LISTED IN THIS SECTION 10, INCURRED BY YOU AS A RESULT OF YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY.

c. EXCEPT AS EXPRESSLY PROVIDED IN THESE MASTER TERMS, MANAGED SERVICES ARE PROVIDED AS-IS; SNAP MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SNAP DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Notices

All notices must be in writing. Notice will be deemed given (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted by email. All notices to Snap must be sent to: Snap Inc., 63 Market Street, Venice, CA 90291, Attn: General Counsel and also to legalnotices@snap.com. All notices to you will be sent to the email address or street address that you have listed on the IO. You agree that all agreements, notices, disclosures, and other communications that Snap provides to you electronically satisfy any legal requirement that those communications be in writing.

12. No Agency

These Master Terms do not establish any agency, partnership, or joint venture between you and Snap.

13. Attorneys’ Fees

In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

14. Construction

References to a Section include all of its subsections. The Section headings are for convenience only and will not affect how this Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. In the Agreement, “you” and “your” mean the entity executing the IO (for Agencies, please also see Section 2 above). The words “include,” “includes,” and “including” mean “including without limitation.”

15. Modifications

Snap may update these Master Terms, any additional terms described in these Master Terms, the Policies, the Snap Inc. Terms of Service, and the Snap Privacy Policy at any time. You agree that Snap may notify you of any such updates via email, via posting the updates on the Master Terms link or on any other Snap Platform, or via another method reasonably selected by Snap. Thereafter, your use of the Managed Services (or engaging in such other conduct as Snap may reasonably specify) constitutes acceptance of and agreement to those updates. Any other amendments, modifications, supplements, waivers, or other changes to the Agreement must be in writing and signed by duly authorized representatives of each party.

16. Force Majeure

Excluding payment obligations, neither you nor Snap will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond the party’s reasonable control (“Force Majeure Event”). If a Force Majeure Event has continued for five business days, Snap and you will have the right to cancel the remainder of the IO without penalty.

17. Conflicts

If there is a conflict between these Master Terms, any Program Terms, and any IO, the conflict will be resolved according to the following order of precedence (a) Program Terms, (b) Master Terms, and (c) the IO. Notwithstanding the foregoing, the IO may amend the Master Terms or the applicable Program Terms if the amended terms contained in such IO (i) specifically identify the provision(s) of the Program Terms or the Master Terms they amend and (ii) the IO is fully executed. Any amendments made in an IO will apply only to that IO.

18. Assignment

You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the express prior written consent of Snap. This Agreement will bind each party and its successors and assigns. Snap may assign this Agreement, including all rights and obligations under it, to any of its affiliates.

19. Miscellaneous

a. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

b. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement will be binding on Snap unless expressly agreed to in writing by Snap.

c. Snap will not be required to act, or abstain from action, if such action or abstention would violate the laws of the United States or any applicable foreign jurisdiction, including the anti-boycott laws administered by the United States Departments of Commerce and Treasury.

d. You may not disclose any nonpublic information shared by Snap, including all information regarding alpha or beta products or programs.

Payment Program Terms

The Payment Program Terms apply to all payments due by you for Managed Services.

1. Charges

All Ads that run via the Managed Services will be billed solely on Snap’s measurements unless stated otherwise.

If the Managed Services are subject to taxes, fees, or charges, Snap may charge you for those taxes, fees, and charges in addition to the cost of the Managed Services (collectively, “Charges”), and you agree to pay Charges at the rates in effect when incurred. If your order is subject to taxes (including value-added or goods and services taxes) and you are required by Applicable Law to remit and report those taxes, you agree to remit and report such taxes to the appropriate taxing authority. If you are required to withhold or deduct any taxes, you will (a) pay to Snap any additional amount necessary so that Snap receives a net amount equal to the Charges set forth in the applicable invoice; and (b) send to Snap on a timely basis and as otherwise reasonably requested by Snap all official tax receipts or other documentation required by Applicable Law proving you complied with the requirement to withhold or deduct those taxes.

2. Payment

a. If your credit is or becomes impaired, Snap may require payment in advance of the start date of any campaign and may terminate or suspend any current or future campaigns.

b. Invoice. Snap will send an invoice for all Charges to the email address listed on the IO or applicable agreement for Managed Services. You agree to pay all Charges within 30 days from the invoice date. You must raise any dispute of an invoice within 30 days from the date you receive the invoice.

c. Sequential Liability. For IOs entered into by an Agency on behalf of an Advertiser, Agency will be responsible for payment solely to the extent Agency has received payment from Advertiser. If Advertiser has not paid Agency the full amount due, Snap may immediately seek payment directly from Advertiser, and Agency will assist Snap in collecting the unpaid amounts, including by signing a declaration to confirm that the amounts due have not been paid.

Upon request from Snap, Agency must immediately provide Snap written confirmation of the relationship between Agency and an Advertiser in a form agreed to by Snap. At a minimum, such confirmation must verify (i) whether Advertiser has paid Agency the amount of the Charges in question; and (ii) that Agency is Advertiser’s agent and is authorized to act on Advertiser's behalf in connection with the Managed Services and the Master Terms.

d. Credits. Snap may on occasion provide a credit, incentive, or other form of discount (“Discount”) in an amount and on terms and restrictions as provided by Snap. If you receive a Discount on an IO, and if required by Applicable Law, you will ensure the Discount is granted to Advertiser and will disclose the Discount to Advertiser.

e. Past Due Amounts. If your (i) payment method fails; or (ii) an invoice becomes past due, Snap may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Managed Services. You will pay all reasonable costs and expenses (including reasonable attorneys' fees) Snap incurs in collecting any late payment of Charges. Unless otherwise agreed by the parties, Agency and Advertiser are jointly and severally liable for any such costs and expenses.

3. Survival

These Payment Program Terms survive cancellation of any IO or expiration of the Agreement.


Managed Advertising Program Terms

The Managed Advertising Program Terms apply to all Ads listed on an IO.

1. Definitions

“Advertiser Data” is Personal Data provided by you or your agents to Snap in connection with an Ad.

“Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, or any other intellectual property or other content provided or approved by you or on your behalf.

“Creative Tool” means any product listed on an IO that consists of graphic or video elements superimposed over Snaps.

“Geofence” means (i) the geographical area within which Users are able to access a given Creative Tool, subject to any restrictions over designated locations within the Geofence as determined by Snap, or (ii) the audience of Users to whom the Creative Tool is targeted, as stated on the applicable IO. Geofences for Shared Spaces products are groupings of similar locations as determined by Snap in its sole discretion.

“Promotion” means any sweepstakes, contest, offer, or other promotion offered by you.

“Snap Data” means any data that is collected, received, or derived from an Ad or is otherwise provided in connection with an Ad, but not Advertiser Data.

“Tags” means ad tracking tags applied to an Ad at the request of Advertiser.

“Tag Vendor” means a Snap-approved third-party vendor that supplies Tags that may be included in Ads.

“Users” means users of the Platform.

2. Ads

a. You will provide Ads to Snap in accordance with these Managed Advertising Program Terms.

b. You grant to Snap a non-exclusive, non-transferable (except as provided in this Agreement), sublicensable, irrevocable, worldwide, royalty-free, license to use, archive, copy, cache, encode, record, store, reproduce, distribute, transmit, broadcast, adapt, modify, publish, promote, exhibit, synchronize, publicly display, and publicly perform the Advertising Materials as set forth in this Agreement.

c. Snap does not guarantee the performance of Ads, Tags, or the Platform, or that Ads will reach the audience targeted. Snap runs systems that attempt to detect fraudulent activity, but Snap is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of the Ads. Snap does not guarantee perfect delivery.

d. Snap may use Ads for advertising, marketing, and promotional purposes once the Ads have run.

e. Snap makes no commitments regarding editorial or content adjacency, or competitive separation, for Ads.

f. If you use an Ad as part of a Promotion, you are solely responsible for complying with Applicable Law wherever your Promotion is offered, as well as with Snap’s Promotions Rules. Unless Snap expressly agrees otherwise in writing, Snap will not be a sponsor or an administrator of your Promotion.

g. You acknowledge that Users may use the Advertising Materials for purposes or in ways other than you anticipated. You agree that such uses constitute user-generated content for which neither Snap nor its affiliates bear any responsibility. You agree that neither Snap nor its affiliates are liable for any claims or losses based on or arising from any user-generated content, including user-generated content that makes use of the Advertising Materials, whether on the Platform or beyond.

h. To the extent permissible under Applicable Law, you irrevocably waive any moral rights or equivalent rights you may have in the Advertising Materials throughout the world. To the extent a waiver is not permitted, you agree not to assert any such rights against Snap.

i. Snap may run multiple Ads over any one location. Snap reserves the right in its discretion to block certain areas without notice.

j. You acknowledge and agree that Users may be able to save, share, and view Snaps incorporating Ads during and beyond the Ad’s run time.

k. Snap may provide you the option to age-target an Ad. You acknowledge and agree that Users will be able to send Snaps to other Users without age restriction. If an Ad requires age-targeting by Applicable Law or industry standards in the region where the Ad will run, you are responsible for informing Snap of such targeting requirements, and Snap will not be liable if you fail to do so.

l. Snap may in its sole discretion apply a label or disclosure to notify Users that the Ad is a purchased product. Snap may in its sole discretion include in that label or disclosure your name as you have provided it to Snap. You, not Snap, are responsible for including any legally required advertising disclosure in the Ad.

m. Snap may provide you the option to make an Ad accessible to Users within a geographical area specified by Advertiser. Advertiser is solely responsible for ensuring the accuracy of any information it provides to Snap for this purpose.

3. Campaigns

a. Each IO will include the Ads, the amounts to be paid for the Ads, the geographic area(s) or types of locations where the Ads will run, the start dates and end dates of each Ad, and any other information reasonably requested by Snap. If you execute an IO, which Snap has sent to you, Snap will deliver the Ads listed on that IO in accordance with that IO.

b. Snap will make commercially reasonable efforts to make reporting available for Ads.

4. Research

Snap may conduct research, measurement, or a survey related to your advertising campaign. For any survey, (a) you and Snap will mutually agree in writing (email acceptable) on the questions to be included in the survey; and (b) if enough Users have opted-in to take the survey, Snap may engage an independent third party to validate the results and create a report. You acknowledge and agree (w) that if you select a question for the research or survey that includes your name or logo, then Snap, or a third-party vendor, as applicable, may use your name and logo to conduct it; (x) the data collected in connection with research, measurement, and surveys is Snap Data; (y) you will not use any survey in a manner that will cause Snap to collect information about racial or ethnic origin, political opinion, religious or philosophical beliefs, trade-union membership, health, or sex life; and (z) that if your advertising campaign meets the measurement requirements, you will receive a report after the conclusion of the campaign. Snap does not guarantee the performance of your advertising campaign and will not provide any makegoods based on any research, measurement, or surveys. Surveys may start prior to the launch of the advertising campaign and may continue after the advertising campaign ends, in Snap's sole discretion.

5. Cancellation

a. Cancellation. Unless otherwise specified on an IO, you or Snap may cancel an entire IO, or a specific Ad placement listed on an IO, without penalty, as follows:

  1. CPM Placements. With 14 days’ prior written notice for any reserved CPM Snap Ad placements. For clarification, if you cancel a reserved CPM Snap Ad placement (A) 14 or more days in advance of the start date, then the Ad placement is cancelled in full; (B) within 14 days of the start date, then Snap will invoice you for the prorated portion of the Ad placement through 14 days from the cancellation date; (C) after the start date, then Snap will run the Ad placement for 14 days from the cancellation date and terminate thereafter, invoicing for all delivered impressions.
  2. Flat Fee Placements and Max Reach. With 30 days’ prior written notice for any flat fee-based placements and Max Reach placements.
  3. Sponsored Lenses. With 90 days’ written notice prior to the start date of any Sponsored Lens. If the Sponsored Lens is an Audience Lens where the flight is split over several dates, then notice must be provided prior to the earliest start date of the Audience Lens, and all Audience Lens dates occurring after the applicable start date will be cancelled.
  4. Ad Packages. For any Ad placement sold as part of a Snap advertising package, the cancellation period for the Ad placement with the longest cancellation window will apply for all Ad placements in the package, irrespective of the type of Ad placement.
  5. Custom Material. You will remain liable to Snap for all amounts due for any custom material provided to you or completed by Snap or its third-party vendor prior to the effective date of cancellation. For IOs that contemplate the provision or creation of custom material, Snap will specify the amounts due for such custom material as a separate line item. Snap owns all custom material, and custom material may only be displayed on Snapchat, unless Snap approves in writing.

b. Effect of IO Cancellation. Upon cancellation or expiration of an IO, the licenses granted in these Master Terms will expire immediately. But, you acknowledge and agree that some content on Snapchat may persist for a period of time (including an unopened Snap or a Snap saved in Memories), and the licenses granted by you in this Agreement extend for those purposes and for the limited purposes of advertising, marketing, and promoting the Platforms and Snap’s advertising products and services.

You agree that if Snap cancels an IO or an Ad under this Agreement, the sole and exclusive remedy available to you is either (i) Snap will credit the payment method used for that IO an amount equal to the cancelled IO or Ad; or (ii) Snap will not bill you for the cancelled IO or Ad.

c. Snap reserves the right to modify or discontinue any advertising product offerings, including measurement solutions, in whole or in part at any time.

6. Representations and Warranties

In addition to your representations and warranties under the Master Terms, you represent and warrant that (a) all Ads comply with the Policies; (b) you have all necessary licenses, rights, permissions, and clearances to use, and for Snap to use, the Advertising Materials in connection with each IO and in accordance with these Managed Advertising Program Terms; and (c) you have paid and will pay all amounts, if any, that have become or may become payable to any and all musicians, composers, publishers, public performance societies, and other rights-holders in connection with the use of any portion of the music, master recordings, compositions, or other audio or audio-visual materials in Advertising Materials.

7. Data Usage and Privacy

a. Data Usage. Except as expressly permitted in writing by Snap, and subject to any restrictions set forth in the Agreement, the only manner in which you or your agents may use Snap Data is on an aggregated and anonymous basis for the purpose of (i) optimizing your advertising campaigns on the Platform; (ii) assessing the effectiveness and performance of your advertising campaigns on the Platform; and (iii) planning your advertising campaigns on the Platform.

b. Data Restrictions. Except as otherwise permitted in the Agreement, neither you nor your agents will, and none of you will allow any other party to (i) create compilations or combinations of Snap Data; (ii) co-mingle Snap Data with other data or across advertising campaigns on platforms other than the Platform; (iii) sell, rent, transfer, or provide access to Snap Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service; (iv) associate Snap Data with any identifiable person or User; (v) use Snap Data for retargeting a User or appending data to a non-public profile regarding a User; (vi) build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any User, device, or browser; or (vii) de-aggregate or de-anonymize, or attempt to de-aggregate or de-anonymize, Snap Data.

c. Advertiser Data. Snap will not share Advertiser Data with any third party except as expressly provided (i) in these Managed Advertising Program Terms; (ii) in the Master Terms; (iii) in another agreement between Snap and you or your affiliate; or (iv) with your written consent. Consistent with Snap’s Privacy Policy, Snap may share Advertiser Data with third parties for legal reasons or as part of a merger or acquisition, and with service providers, sellers, and partners.

d. Tags. Your Ad may include Tags from Tag Vendors. The Tags will be used to measure Ad campaign metrics. Unless expressly authorized in writing by Snap, neither you nor your agents will (i) modify, alter, or change the Tags; or (ii) manipulate or "piggyback" on the Tags. Snap may remove or pause Tags at any time in its sole discretion. You acknowledge that Snap and its affiliates will not be held liable for any unlawful or unauthorized use by you, a Tag Vendor, or any other third party, of any data obtained through any Tags.

e. Privacy Policy. You will post on your website or mobile platform a privacy policy and will adhere to your privacy policy, which will comply with Applicable Law.

8. Snap Ads

a. Makegoods. For guaranteed placements, if Snap fails to deliver the full amount of guaranteed impressions listed on the IO during the campaign term, then Snap, in its sole discretion, may (i) invoice for actual impressions delivered, or (ii) with your written approval (email acceptable) extend the campaign. All campaigns are not guaranteed unless explicitly stated on the IO. Snap does not offer makegoods for flat fee or non-guaranteed campaigns.

b. Takeover + Audience Package. If you purchase a Takeover + Audience package, Snap guarantees the number of impressions for the Takeover portion of the campaign; however, the sole remedy to make up the value of any under-delivered impressions for the Takeover line item is to add an equal value of impressions to the Audience line item. Cost of the impressions will be at the rates stated on the IO for each line item.

9. Creative Tools

a. Other than the Advertising Materials used within the Creative Tools, the Creative Tools are and will remain the sole property of Snap, including any improvements, modifications or derivative works of the Creative Tools. For clarity, as between Advertiser and Snap, Advertising Materials that Advertiser approves but were supplied by Snap are owned by Snap.

b. In addition to any other use(s) mutually approved by the parties, Snap may use the Advertising Materials to (i) create, edit, market, promote, and distribute each Creative Tool, in each case in accordance with, and subject to, these Master Terms and the applicable IO; (ii) provide Users the Creative Tools and the ability to apply or synchronize (as applicable) the Creative Tools to their photo and video messages; (iii) enable Users to download and save to their devices any Creative Tools containing the Advertising Materials; (iv) distribute user-generated content bearing such Creative Tools to other Users; and (v) publicly exhibit and perform, and allow Users to publicly exhibit and perform, user-generated content bearing such Creative Tools.

c. You may request Snap to deliver a proposed Creative Tool to up to five Snapchat user accounts (email acceptable). By requesting this, you grant a license to Snap to all of the Advertising Materials contained in the applicable Creative Tool for the requested dates. You, and not Snap, are liable for any complaints, charges, claims, damages, losses, costs liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to a user on your list sending images with the Creative Tool. The Creative Tool will automatically be deleted from the users’ carousels after 14 days.

10. Advertising Materials Delivery

a. Snap Ads. You must provide Advertising Materials to Snap at least 10 business days before the scheduled run date of the Ads. If you fail to do so, then you acknowledge that Snap may be unable to deliver the Ads on the planned run date and you will remain responsible for full payment for the Ad. You must provide all Advertising Materials in accordance with Snap’s Policies.

b. Sponsored Lenses. No later than 30 business days before the start date of a Sponsored Lens, you must send to Snap (i) ideas for a storyboard for the proposed Sponsored Lens(es); and (ii) any Advertising Materials that you want to include in the Sponsored Lens(es).

c. Other Creative Tools. You will provide the proposed creative for all other Creative Tools to Snap at least 10 business days before the Creative Tool’s start date.

d. The final creative for all Creative Tools must be agreed upon by you and Snap at least five business days before the Creative Tool’s start date.

11. Survival

The Introduction and Sections 1, 2(b), 2(d), 2(f), 2(g), 2(h), 2(j), 2 (k), 2(l), 4-7, and 9 of these Managed Advertising Program Terms will survive any termination or expiration of the Managed Advertising Program Terms.


Snapcodes Program Terms

The Snapcodes Program Terms apply to all Snapcodes listed on an IO.

1. Snapcodes are not an ad product but are a Managed Service, which may be detailed on an IO.

2. For any Snapcode listed on an IO, Snap will deliver a custom scannable code (“Snapcode”). During the Snapcode flight dates, each Snapcode will unlock a Creative Tool, designated by Advertiser, when Snapchat users scan the Snapcode using the camera function of Snapchat and accept the option to gain access to the Creative Tool (each, an “Unlock”). The Creative Tool will be available to that Snapchat user for one hour after Unlock. All Snapchat users may Unlock the Snapcode. Advertiser will select where it displays the Snapcode and is responsible for complying with Applicable Law in the countries in which Advertiser chooses to distribute the Snapcode. During the Snapcode flight dates, Snap reserves the right to redirect the Unlock function of any Snapcode to a URL designated by Advertiser. After the Snapcode flight dates or any termination of this IO, the Snapcode will Unlock the URL. Your use of the Snapcode, including any creative elements supplied by you that are included inside the Snapcode, must comply with Snap’s Brand Guidelines, Product Packaging, and Snapcode Usage Guidelines made available on Snap's website.


Insertion Order Master Terms and Program Terms

(If your principal place of business is located outside of the United States)

Effective: June 18, 2018

Introduction

These Insertion Order Master Terms (the “Master Terms”) govern advertising services provided and managed by Snap (“Managed Services”) to companies with a principal place of business outside of the United States. If your principal place of business is located in the United States, a separate set of Master Terms applies. The IO forms a legally binding contract between you and the Snap entity listed on the IO: Snap Group SAS if your principal place of business is located in France; Snap Aus Pty Ltd if your principal place of business is located in Australia or New Zealand; or Snap Group Limited if your principal place of business is located in any other country outside of the United States, France, Australia, and New Zealand. Managed Services are detailed on Insertion Orders (each an “IO”). The Snap entity listed on the IO and its affiliates are “Snap.”

These Master Terms incorporate by reference and are subject to the Snap Community Guidelines, Advertising Policies, Brand Guidelines, Snapcode Usage Guidelines, any creative and technical specifications and due dates set forth by Snap, and all other Snap policies or guidelines governing the use of Snap’s products or services (collectively, “Policies”), as well as the Snap Group Limited Terms of Service.

For clarity, these Master Terms do not govern the use of Snap’s self-service business products and services (the “Business Services”), which are governed by the Business Services Terms; nor do these terms govern production of any Ads by Snap, which are governed by the Creative Services Terms.

1. Advertising on Snapchat

a. “Ad” means any advertising placement listed on an IO.

b. By executing an IO, you agree to (i) these Master Terms; (ii) the terms applicable to the Managed Services on the IO (“Program Terms”); and (iii) the IO, including any additional terms listed on the IO, as applicable (collectively, the “Agreement”).

2. Agencies

If an agent, or any other person, organization, or entity (“Agency”), enters into the IO in respect of Ads for an advertising client or other entity for which Agency accesses the Managed Services (“Advertiser”), Agency agrees on behalf of itself and the Advertiser to be bound by the Agreement.

If Agency is acting as legal agent on behalf of an Advertiser, then Agency represents and warrants that (a) Agency is the authorized legal agent on behalf of Advertiser and is authorized to, and will bind Advertiser to this Agreement; (b) Agency has legal authority to enter into the Agreement as agent on behalf of the Advertiser, and it can make all decisions for Advertiser related to the Agreement (and agrees to provide evidence of the same to Snap upon request); (c) all of Agency’s actions in connection with this Agreement are and will be within the scope of the agency relationship between Agency and Advertiser; and (d) the definition of “you” and “your” includes both Advertiser and Agency.

If Agency is acting as principal at law with respect to Advertiser in relation to the Managed Services, then “you” and “your” mean Agency; Agency will procure that Advertiser complies with any obligations ascribed to Advertiser under this Agreement; and Agency will remain primarily liable for any obligations ascribed to Advertiser under this Agreement.

Agency agrees that Snap may, if required by Applicable Law, send invoices or campaign reporting directly to the Advertiser. Agency must notify Snap if it (or its activities in connection with this Agreement) is subject to any local transparency laws, regulations or rules which place obligations on Snap and will, if required by Applicable Law or requested by Snap, provide Snap any information relating to each Advertiser, and update that information as necessary. For purposes of this Agreement, “Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.

3. Payments and Credit Check

Payments for orders via the Managed Services are governed by the Payment Program Terms below. You authorize Snap to obtain credit reports on you from one or more credit bureaus. Snap may extend, revise, or revoke credit to you at any time in its sole discretion.

4. Restrictions

You will not (a) interfere or attempt to interfere with the proper working of the Managed Services, any website, mobile application, or other media platform owned, operated, or controlled by Snap, Snap Inc., or their affiliates (“Platform”), or any other Snap system; (b) gather, access, or otherwise process any Personal Data via the Platform or any other Snap system for any purpose without the prior written consent of Snap; (c) transmit into any Snap system any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus,” “spyware,” or “malware,” or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Snap system, or any component thereof; (d) except with respect to automated means made available by Snap or as authorized by Snap in writing, use any automated means to access or manage your use of the Managed Services, including accessing, monitoring, scraping, or copying any Snap system, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise; (e) use or publicly display anything created via the Managed Services other than on the Platform; or (f) resell Managed Services unless expressly permitted in writing by Snap. For the purposes of these Master Terms, "Personal Data," means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

5. Representations and Warranties

You represent and warrant that (a) neither you, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate - for example, the United States Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) you are not owned or controlled by such a restricted party; (c) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) in the performance of this Agreement, you 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; (e) you have the full power and rights to perform your obligations under this Agreement; (f) you will comply with Applicable Law and these Master Terms in your performance under this Agreement; (g) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization; and (h) all information provided by you to Snap is complete and accurate in all material respects.

If you provide Snap any Personal Data, you (a) represent and warrant that (i) the providing party has all necessary rights and consents to disclose the Personal Data of each Data Subject; and (ii) you or another providing party has properly informed each Data Subject of the disclosure of their Personal Data; and (b) agree to Snap’s use of such Personal Data to fulfill Snap’s obligations under the Agreement.

Agency further represents and warrants that (a) it is authorized to bind each Advertiser to these Master Terms and any IO; and (b) all of its actions in connection with these Master Terms are and will be within the scope of the agency relationship between Agency and each Advertiser.

6. Indemnification

You agree, to the extent permitted by Applicable Law, to indemnify, defend, and hold harmless Snap, Snap Inc., and their affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) due to, arising out of, or relating in any way to (a) your actual or alleged breach of this Agreement; (b) your use of products or services provided by a third party in connection with the Managed Services, even if recommended, made available, or approved by Snap; (c) any fraud or misrepresentation by you in connection with this Agreement; and (d) your gross negligence or willful misconduct in connection with this Agreement.

Snap will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. Snap will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without Snap’s prior written consent, which Snap may provide in its sole discretion. Snap may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.

7. Publicity

Except as permitted by Snap in the Policies, you will not make any public statements (a) regarding the substance of this Agreement; or (b) using Snap’s or its affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you by Snap. In the event such use is permitted in the Policies, such use will be solely for Snap’s benefit and will be revocable at any time in Snap’s sole discretion.

8. Survival

The Introduction and Sections 2-20 will survive cancellation of any IO or expiration of the Agreement. In addition, those provisions that by their nature are intended to survive cancellation of any IO or expiration of the Agreement will so survive.

9. Governing Law and Disputes

This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts to handle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

10. Limitation of Liability

Nothing in this Agreement shall exclude or in any way limit a party’s liability for fraud, death, or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

When permitted by Applicable Law, Snap, Snap Inc., and their affiliates, directors, officers, stockholders, employees, licensors, and agents, will not be liable for any indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, including any such losses (a) resulting from your use of products or services provided by a third party in connection with an IO, even if recommended, made available, or approved by Snap; or (b) relating to this Agreement, even if Snap has been advised of the possibility of such damages. In no event will Snap, Snap Inc., or their affiliates’ aggregate liability for all claims relating to the Managed Services exceed the greater of (a) £500 GBP; or (b) the amount you paid under the applicable IO in the 3 months preceding the date of the activity giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.

Your use of products or services provided by a third party in connection with this Agreement is at your own risk and is subject to the third party’s terms. Neither Snap, Snap Inc., nor their affiliates are liable for any direct damages, nor any of the other damages or losses listed in this Section 10, incurred by you as a result of your use of products or services provided by a third party.

Except as expressly provided in these Master Terms, any representations, warranties, conditions, terms, or undertakings implied by statute, common law, custom, trade usage, course of dealing, or otherwise are excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness for purpose.

11. Notices

All notices must be in writing. Notice will be deemed given (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted by email. All notices to Snap must be sent to: Snap Legal Notices, 7-11 Lexington Street, London W1F 9AF, Attn: General Counsel and also to legalnotices@snap.com. All notices to you will be sent to the email address or street address that you have listed on the IO. You agree that all agreements, notices, disclosures, and other communications that Snap provides to you electronically satisfy any legal requirement that those communications be in writing.

12. No Agency

These Master Terms do not establish any agency, partnership, or joint venture between you and Snap.

13. Attorneys’ Fees

In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

14. Construction

References to a Section include all of its subsections. The Section headings are for convenience only and will not affect how this Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. In the Agreement, “you” and “your” mean the entity executing the IO (for Agencies, please also see Section 2 above). The words “include,” “includes,” and “including” mean “including without limitation.”

15. Modifications

Snap may update these Master Terms, any additional terms described in these Master Terms, the Policies, the Snap Group Limited Terms of Service and the Privacy Policy at any time. You agree that Snap may notify you of any such updates via email, via posting the updates on the Master Terms link or on any other Snap Platform, or via another method reasonably selected by Snap. Thereafter, your use of the Managed Services (or engaging in such other conduct as Snap may reasonably specify) constitutes acceptance of and agreement to those updates. Any other amendments, modifications, supplements, waivers, or other changes to the Agreement must be in writing and signed by duly authorized representatives of each party.

16. Force Majeure

Excluding payment obligations, neither you nor Snap will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond the party’s reasonable control (“Force Majeure Event”). If a Force Majeure Event has continued for five business days, Snap and you will have the right to cancel the remainder of the IO without penalty.

17. Conflicts

If there is a conflict between these Master Terms, any Program Terms, and any IO, the conflict will be resolved according to the following order of precedence (a) Program Terms; (b) Master Terms; and (c) the IO. Notwithstanding the foregoing, the IO may amend the Master Terms or the applicable Program Terms if the amended terms contained in such IO (i) specifically identify the provision(s) of the Program Terms or the Master Terms they amend and (ii) the IO is fully executed. Any amendments made in an IO will apply only to that IO.

18. Language

The parties confirm that it is their wish that this Agreement, as well as all other related documents, including all notices, be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.

19. Assignment

You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the express prior written consent of Snap. This Agreement will bind each party and its successors and assigns. Snap may assign this Agreement, including all rights and obligations under it, to any of its affiliates.

20. Miscellaneous

a. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

b. The Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties regarding the subject matter contained herein. No terms or conditions other than those set forth in the Agreement will be binding on Snap unless expressly agreed to in writing by Snap. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

c. Snap will not be required to act, or abstain from action, if such action or abstention would violate the laws of the United States or any applicable jurisdiction, including the anti-boycott laws administered by the United States Departments of Commerce and Treasury.

d. You may not disclose any nonpublic information shared by Snap, including all information regarding alpha or beta products or programs.


Payment Program Terms

The Payment Program Terms apply to all payments due by you for Managed Services. Additional terms specific to the country in which your principal place of business is located may apply, as set forth below.

1. Charges

All Ads that run via the Managed Services will be billed solely on Snap’s measurements unless stated otherwise.

If the Managed Services are subject to taxes, fees, or charges, Snap may charge you for those taxes, fees, and charges in addition to the cost of the Managed Services (collectively, “Charges”), and you agree to pay Charges at the rates in effect when incurred. If your order is subject to taxes (including value-added or goods and services taxes) and you are required by Applicable Law to remit and report those taxes, you agree to remit and report such taxes to the appropriate taxing authority. If you are required to withhold or deduct any taxes, you will (a) pay to Snap any additional amount necessary so that Snap receives a net amount equal to the Charges set forth in the applicable invoice; and (b) send to Snap on a timely basis and as otherwise reasonably requested by Snap all official tax receipts or other documentation required by Applicable Law proving you complied with the requirement to withhold or deduct those taxes.

If Snap requests, you will provide a valid VAT ID or other tax identification number for you and for Advertiser (where required).

2. Payment

a. If your credit is or becomes impaired, Snap may require payment in advance of the start date of any IO and may terminate or suspend any current or future IOs.

b. Invoice. Snap will send an invoice for all Charges to the email address listed on the IO. You agree to pay all Charges within 30 days from the invoice date. You must raise any dispute of an invoice within 30 days from the date you receive the invoice.

c. Sequential Liability. If an Agency enters into the IO as authorized legal agent on behalf of an Advertiser, then (i) Agency will be responsible for payment solely to the extent Agency has received payment from Advertiser; and (ii) if Advertiser has not paid the full amount due, Snap may immediately seek payment directly from Advertiser, and Agency will assist Snap in collecting the unpaid amounts, including by signing a declaration to confirm that the amounts due have not been paid. For the avoidance of doubt, if you are not acting as authorized agent on behalf of Advertiser, sequential liability will not apply even if otherwise authorized by Snap.

Upon request from Snap, Agency must immediately provide Snap written confirmation of the relationship between Agency and an Advertiser in a form agreed to by Snap. At a minimum, such confirmation must verify (i) whether Advertiser has paid Agency the amount of the Charges in question; and (ii) that Agency is Advertiser’s agent and is authorized to act on Advertiser's behalf in connection with the Managed Services and the Master Terms.

d. Credits. Snap may on occasion provide a credit, incentive, or other form of discount (“Discount”) in an amount and on terms and restrictions as provided by Snap. If you receive a Discount on an IO, and if required by Applicable Law, you will ensure the Discount is granted to Advertiser and will disclose the Discount to Advertiser.

e. Past Due Amounts. If your (i) payment method fails; or (ii) an invoice becomes past due, Snap may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Managed Services. You will pay all reasonable costs and expenses (including reasonable attorneys’ fees) Snap incurs in collecting any late payment of Charges. For any purchases where your principal place of business is located in France, in case of late payment, a penalty of three times the French legal interest rate will apply as from the date on which the payment is due; late payment will also give right to a fixed compensation for recovery fees of an amount of EURO €40.

3. Country-Specific Terms

If your principal place of business is located in any of the countries listed below, the terms listed for that country apply to you in addition to the terms above.

China:

The Charges are exclusive of Local VAT and Local Surcharges. You will remit and report the Local VAT and Local Surcharges to the appropriate Chinese tax authority on Snap’s behalf. Upon Snap’s request, you will promptly provide Snap proof of payment issued by the appropriate Chinese tax authority, including proof of the amount of the taxable revenue, the amount of Local VAT, and the amount of Local Surcharges relating to the Charges.

You will not withhold any Local VAT or Local Surcharges from the Charges set forth in the applicable invoice. If you are required to pay any Local VAT or Local Surcharges by withholding or deducting such amounts from the Charges, you will pay to Snap any additional amount necessary so that Snap receives a net amount equal to the Charges set forth in the applicable invoice.

For purposes of these Payment Terms (a) “Local VAT” means value-added tax (including any penalties and late payment surcharges) levied under Applicable Law in China; and (b) “Local Surcharges” means any taxes, duties or surcharges payable on the amount of Local VAT payable, including City Maintenance and Construction Tax, Education Surcharge, Local Education Surcharge, and any penalties and late payment surcharges.

4. Survival

These Payment Program Terms survive cancellation of any IO or expiration of the Agreement.


Managed Advertising Program Terms

The Managed Advertising Program Terms apply to all Ads listed on an IO.

1. Definitions

“Advertiser Data” is any Personal Data provided by you or your agents to Snap in connection with an Ad.

“Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, or any other intellectual property or other content provided or approved by you or on your behalf.

“Creative Tool” means any product listed on an IO that consists of graphic or video elements superimposed over Snaps.

“Geofence” means (i) the geographical area within which Users are able to access a given Creative Tool, subject to any restrictions over designated locations within the Geofence as determined by Snap, or (ii) the audience of Users to whom the Creative Tool is targeted, as stated on the applicable IO. Geofences for Shared Spaces products are groupings of similar locations as determined by Snap in its sole discretion.

“Promotion” means any sweepstakes, contest, offer, or other promotion offered by you.

“Snap Data” means any data that is collected, received, or derived from an Ad or is otherwise provided in connection with an Ad, but not Advertiser Data.

“Tags” means ad tracking tags applied to an Ad at the request of Advertiser.

“Tag Vendor” means a Snap-approved third-party vendor that supplies Tags that may be included in Ads.

“Users” means users of the Platform.

2. Ads

a. You will provide Ads to Snap in accordance with these Managed Advertising Program Terms.

b. You grant to Snap, Snap Inc., and its affiliates a non-exclusive, non-transferable (except as provided herein), sublicensable, irrevocable, worldwide, royalty-free, license to use, archive, copy, cache, encode, record, store, reproduce, distribute, transmit, broadcast, adapt, modify, publish, promote, exhibit, synchronize, communicate to the public, make available, publicly display, and publicly perform the Advertising Materials as set forth in this Agreement.

c. To the extent permitted by Applicable Law, Snap does not guarantee the performance of Ads, Tags, or the Platform, or that Ads will reach the audience targeted. Snap runs systems that attempt to detect fraudulent activity, but Snap is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of the Ads. Snap does not guarantee perfect delivery.

d. Snap may use Ads for advertising, marketing, and promotional purposes once the Ads have run.

e. Snap makes no commitments regarding editorial or content adjacency, or competitive separation, for Ads.

f. If you use an Ad as part of a Promotion, you are solely responsible for complying with Applicable Law wherever your Promotion is offered, as well as with Snap’s Promotions Rules. Unless Snap expressly agrees otherwise in writing, Snap will not be a sponsor or an administrator of your Promotion.

g. You acknowledge that Users may use the Advertising Materials for purposes or in ways other than you anticipated. You agree that such uses constitute user-generated content for which neither Snap nor its affiliates bear any responsibility. You agree that neither Snap nor its affiliates are liable for any claims or losses based on or arising from any user-generated content, including user-generated content that makes use of the Advertising Materials, whether on the Platform or beyond.

h. To the extent permissible under Applicable Law, you irrevocably waive any moral rights or equivalent rights you may have in the Advertising Materials throughout the world. To the extent a waiver is not permitted, you agree not to assert any such rights against Snap.

i. Snap may run multiple Ads over any one location. Snap reserves the right in its discretion to block certain areas without notice.

j. You acknowledge and agree that Users may be able to save, share, and view Snaps incorporating Ads during and beyond the Ad’s run time.

k. Snap may provide you the option to age-target an Ad. You acknowledge and agree that Users will be able to send Snaps to other Users without age restriction. If an Ad requires age-targeting by Applicable Law or industry standards in the region where the Ad will run, you are responsible for informing Snap of such targeting requirements, and Snap will not be liable if you fail to do so.

l. Snap may in its sole discretion apply a label or disclosure to notify Users that the Ad is a purchased product. Snap may in its sole discretion include in that label or disclosure your name as you have provided it to Snap. You, not Snap, are responsible for including any legally required advertising disclosure in the Ad.

m. Snap may provide you the option to make an Ad accessible to Users within a geographical area specified by Advertiser. Advertiser is solely responsible for ensuring the accuracy of any information it provides to Snap for this purpose.

3. Campaigns

a. Each IO will include the Ads, the amounts to be paid for the Ads, the geographic area(s) or types of locations where the Ads will run, the start dates and end dates of each Ad, and any other information reasonably requested by Snap. If you execute an IO which Snap has sent, Snap will deliver the Ads listed on that IO in accordance with that IO.

b. Snap will make commercially reasonable efforts to make reporting available for Ads.

4. Research

Snap may conduct research, measurement, or a survey related to your advertising campaign. For any survey, (a) you and Snap will mutually agree in writing (email acceptable) on the questions to be included in the survey; and (b) if enough Users have opted-in to take the survey, Snap may engage an independent third party to validate the results and create a report. You acknowledge and agree (w) that if you select a question for the research or survey that includes your name or logo, then Snap, or a third-party vendor, as applicable, may use your name and logo to conduct it; (x) the data collected in connection with research, measurement, and surveys is Snap Data; (y) you will not use any survey in a manner that will cause Snap to collect information about racial or ethnic origin, political opinion, religious or philosophical beliefs, trade-union membership, health, or sex life; and (z) that if your advertising campaign meets the measurement requirements, you will receive a report after the conclusion of the campaign. Snap does not guarantee the performance of your advertising campaign and will not provide any makegoods based on any research, measurement, or surveys. Surveys may start prior to the launch of the advertising campaign and may continue after the advertising campaign ends, in Snap's sole discretion.

5. Cancellation

a. Cancellation. Unless otherwise specified on an IO, you or Snap may cancel an entire IO, or a specific Ad placement listed on an IO, without penalty, as follows:

  1. CPM Placements. With 14 days’ prior written notice, for any CPM Snap Ad placements. For clarification, if you cancel a CPM Snap Ad placement (A) 14 or more days in advance of the start date, then the Ad placement is cancelled in full; (B) within 14 days of the start date, then Snap will invoice you for the prorated portion of the Ad placement through 14 days from the cancellation date; (C) after the start date, then Snap will run the Ad placement for 14 days from the cancellation date and terminate thereafter, invoicing for all delivered impressions.

  2. Flat Fee Placements and Max Reach. With 30 days’ prior written notice for any flat fee-based placements and Max Reach placements.

  3. Sponsored Lenses. With 90 days’ written notice prior to the start date of any Sponsored Lens. If the Sponsored Lens is an Audience Lens where the flight is split over several dates, then notice must be provided prior to the earliest start date of the Audience Lens, and all Audience Lens dates occurring after the applicable start date will be cancelled.

  4. Ad Packages. For any Ad sold as part of a Snap advertising package, the cancellation period for the Ad with the longest cancellation window will apply for all Ads in the package, irrespective of the type of Ad.

  5. Custom Material. You will remain liable to Snap for all amounts due for any custom material provided to you or completed by Snap or its third-party vendor prior to the effective date of cancellation. For IOs that contemplate the provision or creation of custom material, Snap will specify the amounts due for such custom material as a separate line item. Snap owns all custom material, and custom material may only be displayed on Snapchat, unless Snap approves in writing.

b. Effect of IO Cancellation. Upon cancellation or expiration of an IO, the licenses granted in these Master Terms will expire immediately. But, you acknowledge and agree that some content on Snapchat may persist for a period of time (including an unopened Snap or a Snap saved in Memories), and the licenses granted by you in this Agreement extend for those purposes and for the limited purposes of advertising, marketing, and promoting the Platforms and Snap’s advertising products and services.

You agree that if Snap cancels an IO or an Ad under this Agreement, the sole and exclusive remedy available to you is either (i) Snap will credit the payment method used for that IO an amount equal to the cancelled IO or Ad; or (ii) Snap will not bill you for the cancelled IO or Ad.

c. Snap reserves the right to modify or discontinue any advertising product offerings, including measurement solutions, in whole or in part at any time.

6. Representations and Warranties

In addition to your representations and warranties under the Master Terms, you represent and warrant that (a) all Ads comply with the Policies; (b) you have all necessary licenses, rights, permissions, and clearances to use, and for Snap to use, the Advertising Materials in connection with each IO and in accordance with these Managed Advertising Program Terms (including in respect of any Data Subjects whose Personal Data will be included in the Advertiser Data); and (c) you have paid and will pay all amounts, if any, that have become or may become payable to any and all musicians, composers, publishers, public performance societies, and other rights-holders in connection with the use of any portion of the music, master recordings, compositions, or other audio or audio-visual materials in Advertising Materials.

7. Data Usage and Privacy

a. Data Usage. Except as expressly permitted in writing by Snap, and subject to any restrictions set forth in this Agreement, the only manner in which you or your agents may use Snap Data is on an aggregated and anonymous basis for the purpose of (i) optimizing your advertising campaigns on the Platform; (ii) assessing the effectiveness and performance of your advertising campaigns on the Platform; and (iii) planning your advertising campaigns on the Platform.

b. Data Restrictions. Except as otherwise permitted in this Agreement, neither you nor your agents will, and none of you will allow any other party to (i) create compilations or combinations of Snap Data; (ii) co-mingle Snap Data with other data or across advertising campaigns on platforms other than the Platform; (iii) sell, rent, transfer, or provide access to Snap Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service; (iv) associate Snap Data with any identifiable person or User; (v) use Snap Data for retargeting a User or appending data to a non-public profile regarding a User; (vi) build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any User, device, or browser; or (vii) de-aggregate or de-anonymize, or attempt to de-aggregate or de-anonymize, Snap Data.

c. Advertiser Data. Snap will not share Advertiser Data with any third party except as expressly provided (i) in these Managed Advertising Program Terms; (ii) in the Master Terms; (iii) in another agreement between Snap and you or your affiliate; or (iv) with your written consent. Consistent with Snap’s Privacy Policy, Snap may share Advertiser Data with third parties for legal reasons or as part of a merger or acquisition, and with service providers, sellers, and partners.

d. Tags. Your Ad may include Tags from Tag Vendors. The Tags will be used to measure Ad campaign metrics. Unless expressly authorized in writing by Snap, neither you nor your agents will (i) modify, alter, or change the Tags; or (ii) manipulate or "piggyback" on the Tags. Snap may remove or pause Tags at any time in its sole discretion. You acknowledge that Snap and its affiliates will not be held liable for any unlawful or unauthorized use by you, a Tag Vendor, or any other third party, of any data obtained through any Tags.

e. Privacy Policy. You will post on your website or mobile platform a privacy policy and will adhere to your privacy policy, which will comply with Applicable Law.

8. Snap Ads

a. Makegoods. For guaranteed placements, if Snap fails to deliver the full amount of guaranteed impressions listed on the IO during the campaign term, then Snap, in its sole discretion, may (i) invoice for actual impressions delivered, or (ii) with your written approval (email acceptable) extend the campaign. All campaigns are not guaranteed unless explicitly stated on the IO. Snap does not offer makegoods for flat fee, or non-guaranteed campaigns.

b. Takeover + Audience Package. If you purchase a Takeover + Audience package, Snap guarantees the number of impressions for the Takeover portion of the campaign; however, the sole remedy to make up the value of any under-delivered impressions for the Takeover line item is to add an equal value of impressions to the Audience line item. Cost of the impressions will be at the rates stated on the IO for each line item.

9. Creative Tools

a. Other than the Advertising Materials used within the Creative Tools, the Creative Tools are and will remain the sole property of Snap, including any improvements, modifications or derivative works of the Creative Tools. For clarity, as between Advertiser and Snap, Advertising Materials that Advertiser approves, but were supplied by Snap, are owned by Snap.

b. In addition to any other use(s) mutually approved by the parties, Snap may use the Advertising Materials to (i) create, edit, market, promote, and distribute each Creative Tool, in each case in accordance with, and subject to, these Master Terms and the applicable IO; (ii) provide Users the Creative Tools and the ability to apply or synchronize (as applicable) the Creative Tools to their photo and video messages; (iii) enable Users to download and save to their devices any Creative Tools containing the Advertising Materials; (iv) distribute user-generated content bearing such Creative Tools to other Users; and (v) publicly exhibit and perform, and allow Users to publicly exhibit and perform, user-generated content bearing such Creative Tools.

c. You may request Snap to deliver a proposed Creative Tool to up to five Snapchat user accounts (email acceptable). By requesting this, you grant a license to Snap to all of the Advertising Materials contained in the applicable Creative Tool for the requested dates. You, and not Snap, are liable for any complaints, charges, claims, damages, losses, costs liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to a user on your list sending images with the Creative Tool. The Creative Tool will automatically be deleted from the users’ carousels after 14 days.

10. Advertising Materials Delivery

a. Snap Ads. You must provide Advertising Materials to Snap at least 10 business days before the scheduled run date of the Ads. If you fail to do so, then you acknowledge that Snap may be unable to deliver the Ads on the planned run date and you will remain responsible for full payment for the Ad. You must provide all Advertising Materials in accordance with Snap’s Policies.

b. Sponsored Lenses. No later than 30 business days before the start date of a Sponsored Lens, you must send to Snap (i) ideas for a storyboard for the proposed Sponsored Lens(es); and (ii) any Advertising Materials that you want to include in the Sponsored Lens(es).

c. Other Creative Tools. You will provide the proposed creative for all other Creative Tools to Snap at least 10 business days before the Creative Tool’s start date.

d. The final creative for all Creative Tools must be agreed upon by you and Snap at least five business days before the Creative Tool’s start date.

11. Survival

The Introduction and Sections 1, 2(b), 2(d), 2(f), 2(g), 2(h), 2(j), 2 (k), 2(l), 4-7, and 9 of these Managed Advertising Program Terms will survive any termination or expiration of the Managed Advertising Program Terms.


Snapcodes Program Terms

The Snapcodes Program Terms apply to all Snapcodes listed on an IO.

1. Snapcodes are not an ad product but are a Managed Service, which may be detailed on an IO.

2. For any Snapcode listed on an IO, Snap will deliver a custom scannable code (“Snapcode”). During the Snapcode flight dates, each Snapcode will unlock a Creative Tool, designated by Advertiser, when Snapchat users scan the Snapcode using the camera function of Snapchat and accept the option to gain access to the Creative Tool (each, an “Unlock”). The Creative Tool will be available to that Snapchat user for one hour after Unlock. All Snapchat users may Unlock the Snapcode. Advertiser will select where it displays the Snapcode and is responsible for complying with Applicable Law in the countries in which Advertiser chooses to distribute the Snapcode. During the Snapcode flight dates, Snap reserves the right to redirect the Unlock function of any Snapcode to a URL designated by Advertiser. After the Snapcode flight dates or any termination of the IO, the Snapcode will Unlock the URL. Your use of the Snapcode, including any creative elements supplied by you that are included inside the Snapcode, must comply with Snap’s Brand Guidelines, Product Packaging, and Snapcode Usage Guidelines made available on Snap's website.