Please read these Snap General Commercial Terms (“Terms”) carefully as they will govern any Statement of Work referencing these Terms. Statements of Work under these Terms may be entered into by Snap Inc. or any Snap Affiliate. “Snap” refers to the applicable Snap entity listed in the signature block of the Statement of Work. Any Snap Affiliate that executes a Statement of Work with you will be considered “Snap” for all purposes of that Statement of Work, which will be considered a two-party agreement between you and that Snap Affiliate so that obligations are solely of the Snap Affiliate and not any other Snap entity.

These Terms, together with the Statement of Work or Order Forms or other agreement referencing these Terms and any applicable supplemental terms (collectively, the “Agreement”), form a legally binding contract between you and Snap and govern your supply of any products or services to Snap. 

Any applicable Snap guidelines, policies, requirements, or additional terms referenced below are incorporated into these Terms by their reference. Capitalized terms are defined in Section 15 below unless defined in context.

You agree to provide the Services and Deliverables to Snap or its Affiliates in accordance with the Agreement and the highest industry standards. For any person assigned by you to perform the Services, including any Subcontractors, you will: (a) to the extent permitted by Applicable Law perform a background check including checking for valid required licenses, if applicable; (b) require the person or entity to agree in writing to obligations at least as restrictive as found in these Terms; (c) be responsible for their acts in performing the Services, including requiring that they have the proper skill to perform in a competent manner according to industry professional standards; (d) pay all applicable taxes, salary, wages, overtime, and all other costs and benefits with respect to their performing any Services; and (e) obtain the prior written approval of Snap or its Affiliates (as applicable). 

The recipient will: (a) use Confidential Information solely for fulfilling its obligations under the Agreement, unless otherwise agreed to by the discloser in writing; (b) not disclose, distribute, or otherwise disseminate Confidential Information to anyone other than its own and its Affiliates’ directors, employees, contractors, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in the Agreement (“Representatives”); (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, except that the recipient must use at least reasonable care; (d) notify discloser if it discovers that Confidential Information has been lost, used without authorization, or disclosed without authorization; (e) not reproduce Confidential Information except as required in connection with the Agreement, in which case the recipient will retain all confidential or proprietary notices that appear on the original; (f) be responsible for its Representatives’ use or disclosure of Confidential Information in a manner not permitted under the Agreement; and (g) upon termination of the relationship, or when the discloser requests, promptly return or destroy all Confidential Information (but the recipient may retain copies of Confidential Information solely to the extent required by law or in accordance with bona fide automatic backup procedures). 

The recipient’s obligations relating to Confidential Information do not extend to information that: (a) is or becomes publicly available through no fault of the recipient; (b) was known to the recipient, free of any confidentiality obligations, when it was disclosed to the recipient; (c) was later communicated to the recipient without any confidentiality obligation; or (d) is independently developed by the recipient without referring to Confidential Information. The recipient may disclose Confidential Information to the extent required by law, but the recipient must promptly notify the discloser in writing of the required disclosure and assist the discloser in obtaining, at the discloser’s expense, a protective order preventing or limiting the disclosure. The discloser acknowledges that the recipient may develop information internally, or receive information from other parties, that is similar to the Confidential Information. 

Each party’s confidentiality obligations under the Agreement are reasonable and essential to protect the discloser, its Affiliates, and their business. Due to the unique nature of Confidential Information, monetary damages may be inadequate to compensate the discloser for any breach. The parties therefore agree that any threatened or actual breach may cause irreparable harm to the discloser and—in addition to any other remedies that may be available—the discloser will be entitled to injunctive relief against the threatened or continued breach of this Agreement without posting a bond.

The discloser may recover any loss or damage suffered by an Affiliate in connection with these Terms to the same extent as if the loss or damage had been suffered by the discloser itself.

Unless otherwise stated on a Statement of Work, you will only use, collect, store, process, transmit, and access Snap’s Confidential Information to provide the Services solely for the benefit of Snap.

If you receive, process, or otherwise have access to any Snap Data, you will, at all times comply with the General Data Requirements and the Minimum Security Requirements. 

If any Services require you to access or process any Snap Personal Data, you and Snap will execute a data protection agreement, and no Snap Personal Data may be shared until such data protection agreement is executed. Under no circumstances may you or your Subcontractors use any Snap Personal Data to develop, train, fine-tune, or otherwise improve any first or third party artificial intelligence or machine learning model, including large language models.

You may only use Snap Property provided to you by or on behalf of Snap for the sole purpose of performing the Services during the term of the Agreement. Any use of Snap Marks or any Deliverables (including for publicity purposes) must be previously approved by Snap in writing (email acceptable) and must comply with Snap’s Brand Guidelines, as updated from time to time. Snap’s written approval of any use of Snap Marks is revocable at any time in Snap’s sole discretion. 

Each Deliverable will be Snap Property upon creation and each Deliverable will remain Snap Property. Notwithstanding the foregoing, Service Provider Property, to the extent included in any Deliverable will, as between the parties, remain your property. You hereby irrevocably assign (and in the case of copyright, by way of a present assignment of future copyright) and transfer to Snap absolutely, with full title guarantee and free from any encumbrance, all right, title, and interest in and to the Deliverables and all Intellectual Property rights in and to the Deliverables, presently known or hereafter ascertained, together with the right to sue for past infringement of the Intellectual Property rights in and to the Deliverables. You will execute any documents and take other steps Snap reasonably requests, at Snap’s expense, for Snap to obtain, protect, and enforce Snap’s Intellectual Property rights under this Section, and will not do or fail to do any act which would or might prejudice Snap’s rights under this Section. You will keep or provide Snap with native source files used in the creation of any Deliverables. For clarification, if you are contracting with Snap Inc. then each Deliverable is a “work made for hire” (as defined under the U.S. Copyright Act). Nothing in this Agreement requires Snap to make use of the Deliverables. Unless otherwise agreed by Snap in writing, you agree that you will not use, nor will you authorize or permit any third party to use, any of the Deliverables (or any other material that is substantially similar to any of the Deliverables) for any purpose whatsoever, at any time.

If you incorporate any Service Provider Property into the Deliverables, you grant to Snap and its Affiliates a non-exclusive, perpetual, royalty-free, non-revocable, worldwide, transferable, sublicensable, fully-paid license to use, archive, copy, cache, encode, store, reproduce, distribute, transmit, synchronize, publicly display, and publicly perform any such Service Provider Property to exploit the Deliverables for any purpose. 

Unless otherwise provided for in an executed Statement of Work or Snap has approved otherwise in writing, you will obtain from any third party all necessary rights and permissions (either by license or assignment) to enable Snap to use, distribute, publish, exhibit, digitize, broadcast, cablecast, display, reproduce, publicly perform, adapt, modify, change, and otherwise exploit the Deliverables in any manner and in any and all media, whether now known or hereafter devised, in perpetuity for any purpose Snap sees fit. You will obtain Snap’s prior written approval in each instance in which you: (a) propose to incorporate in any Deliverables any material or element for which third party clearances are required; and (b) for any usage restrictions that apply to any such material or element.

To the extent permitted by law, you will ensure that all Moral Rights in the Deliverables are waived (or where not lawfully possible to waive Moral Rights, you will ensure that Moral Rights in the Deliverables are not asserted). If you cannot obtain a waiver of (or agreement not to assert) Moral Rights in respect of any third party Intellectual Property, you will notify Snap and obtain Snap’s approval prior to incorporating that third party Intellectual Property into a Deliverable.

Snap will pay you all undisputed fees as listed in the Agreement. All payments will be due within 60 days after Snap receives the applicable undisputed invoice, unless otherwise stated in the Statement of Work. Snap reserves the right not to pay any invoices submitted more than 120 days after the Services are performed. Except as expressly agreed to in writing, all expenses to be paid by Snap must be pre-approved in writing (email acceptable) and in accordance with any policies Snap may provide from time to time. If you are contracting with a Snap Affiliate where value added tax (“VAT”), goods and services tax (“GST”) or any other sales tax applies, then each invoice must be a valid VAT/GST/Sales Tax (as applicable) invoice in a form acceptable to Snap. Snap may provide you with an exemption certificate or other acceptable evidence that it is exempt from any relevant taxes, in which case you will not charge or collect the taxes covered by such certificate. 

Each party acknowledges and agrees to pay all taxes applicable to such party’s performance under this Agreement. All sums stated in any Agreement exclude VAT, GST, and any other applicable sales tax (unless otherwise stated). Snap is entitled to deduct and withhold from the amounts otherwise payable to you such amounts as Snap is required to deduct and withhold with respect to the making of such payments under Applicable Law. To the extent that amounts are so withheld by Snap, such withheld amounts shall be treated for all purposes of these Terms and any Agreement as having been paid to you. You will provide Snap with any forms, documents, and certifications as are reasonably required for Snap to satisfy any information reporting or withholding tax obligations with respect to any payments made by Snap to you.

You are not entitled to any compensation, or any other sums, other than as specifically set forth herein or in a fully-executed Statement of Work, unless specifically agreed upon in writing by Snap.

Each party represents and warrants to the other party that: (a) it has the full power to enter into the Agreement; and (b) it is an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization in which that party is formed or organized.

You represent and warrant to Snap and its Affiliates that: (a) you will comply with, and provide all Services and Deliverables in accordance with, Applicable Law and the Rules; (b) you have the full power and rights to perform and provide the Services and Deliverables and by doing so will not be in breach of any obligation owed to a third party; (c) the Services, Deliverables, Service Provider Property, and other materials provided to Snap by Service Provider or on Service Provider’s behalf under the Agreement will not violate, infringe, or misappropriate the proprietary rights of any third party, including any Intellectual Property rights, personality or likeness rights, rights of privacy or publicity; (d) you will ensure that the Services and Deliverables will not result in the transmission into any Snap System of any Malicious Code; and (e) you will not share, transfer, or provide any Deliverables or any portions thereof, including any results, data, or information arising out of the Services, to any third party without Snap’s prior written consent.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Each party represents, warrants, and covenants that: (a) it will comply, and will require anyone acting on its behalf to comply, with all applicable anti-corruption laws, rules, and regulations; (b) it will not give, offer, agree to give, or authorize the direct or indirect giving of, anything of value to improperly influence action or inaction; (c) its performance under the Agreement will comply with all applicable economic sanctions, export controls, and anti-boycott laws; (d) neither it nor any parent, subsidiary, or affiliate involved in the performance of any Services is included on any Restricted Party List; (e) it is not owned or controlled by anyone on a Restricted Party List; and (f) in the performance of any Agreement, it 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. Notwithstanding any other provision of the Agreement, the non-breaching party may immediately terminate the Agreement without providing any cure period if the other party breaches this provision.

Each party agrees to indemnify, defend, and hold harmless the other party, its Affiliates, directors, officers, employees, and agents from and against any and all Liabilities arising from any Claims due to, arising out of, or relating in any way to: (a) its actual or alleged breach of the Agreement; (b) its gross negligence or willful misconduct; (c) a violation of a party's obligations under the General Data Protection Requirements or any data protection agreement, if applicable; or (d) injury of any kind to person or damage to property resulting from it or any party it designates to perform under the Agreement. 

You agree to indemnify, defend, and hold harmless Snap, its Affiliates, directors, officers, employees, and agents from and against any and all Liabilities arising from any Claims due to, arising out of, or relating in any way to: a violation, infringement, or misappropriation of an Intellectual Property right or other proprietary right by you, the Service Provider Property, the Services, or the Deliverables, and the acts and omissions of any Subcontractors. These remedies are in addition to any other remedies available to Snap at law or in equity.

Snap agrees to indemnify, defend, and hold you, your Affiliates, directors, officers, employees, and agents harmless from and against any and all Liabilities arising from any Claims due to, arising out of, or relating in any way to the Snap Property which an authorized Snap producer has expressly directed to be used in any Deliverable and when used in accordance with such instructions.

Each party agrees to promptly notify the other in writing of any Claims, provided that any failure to do so will not relieve the other party from any liability or obligation, except to the extent of any material prejudice resulting from such failure. Each party agrees to reasonably cooperate with the other in connection with its obligations under this Section. Neither party will settle any Claim without the prior written consent of the other, which consent will not be unreasonably withheld.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SNAP AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, UNDER THIS AGREEMENT, EVEN IF SNAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Unless you are contracting with Snap Inc., nothing in these Terms will 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.

The Agreement is effective as of the Effective Date of the fully executed Statement of Work as defined in the Statement of Work. 

a. Either party may terminate the Agreement immediately (i) if the other party fails to correct a material breach of the Agreement within 15 days after receipt of written notice of the material breach from the other party; or (ii) upon written notice to the other party following: (a) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts; (b) the other party making an assignment for the benefit of creditors; or (c) the other party’s dissolution. 

b. Unless otherwise stated on any Statement of Work, either party may terminate any Statement of Work without cause upon 30 days’ written notice to the other party. Upon termination of any Statement of Work under this Subsection b, Snap will be liable solely for undisputed fees accrued for Services delivered prior to the effective date of termination. 

c. Upon termination of any Statement of Work under Subsection a or b, you will deliver to Snap any documentation relating to your performance of the Services prior to the termination date, including all works in progress and Deliverables in whatever stage of production, refund any fees paid in excess of the fees accrued for Services delivered prior to the effective date of termination, and return or destroy all Snap Confidential Information.

If you are contracting with Snap Inc., then the following Section 11.a. applies:

a. Without limiting your liability or indemnification obligations, you will, at your own expense, obtain and maintain throughout the term of any Statement of Work, or for such other period as indicated below, the following insurance coverage: Workers’ Compensation, as required by local law with statutory limits and Employer’s Liability insurance with minimum limits of $1,000,000 covering injury by accident and by disease; Commercial General Liability, on an occurrence basis, covering bodily injury, death, products and completed-operations, broad form property damage, and personal and advertising injury, with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate; Umbrella Liability/Excess Liability, on an occurrence basis, with a minimum limit of $5,000,000 per occurrence and in the aggregate; Professional Liability/Errors and Omissions insurance covering liability for financial loss due to errors, omissions, wrongful acts, negligent acts, design and software defects, copyright and trademark infringement, including coverage for cyber liability and privacy liability in an amount not less than $3,000,000 in the aggregate; Fidelity insurance with third party client coverage in an amount not less than $1,000,000 with Snap named as loss payee under the policy; and Auto Liability insurance including coverage for all owned, hired, and non-owned vehicles in an amount not less than $1,000,000 combined single limit. All amounts are in U.S. dollars. You will cause your insurers to issue to Snap, before the Effective Date and annually thereafter, certificates of insurance evidencing that the required coverages and policy endorsements are maintained in force. At least 30 days’ written notice will be given to Snap prior to modification, cancellation, or non-renewal of any policy. Snap, its Affiliates, and its officers, directors, agents, employees, and licensees will be listed as additional insureds with respect to Commercial General Liability insurance. The foregoing insurance coverage will be primary and non-contributing with respect to any other insurance or self-insurance that may be maintained by Snap. Each such insurance policy carried by you will grant waiver of subrogation in favor of Snap. All insurers selected by you will have an A.M. Best rating of “A VII” or better. Any policy written on a “claims made” basis will be maintained for three years after termination of the Agreement. In no event will the insurance coverage, deductible, self-insured retention or limits of any insurance maintained by you under the Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way your obligations or liability to Snap under the Agreement. 

If you are contracting with any Snap Affiliate then the following Section 11.b. applies:

b. Without limiting your liability or indemnification obligations, you will, at your own expense, procure and maintain from a reputable insurer throughout the term of any Agreement, or for such other period as indicated below, the following insurance coverage: workers’ compensation and employers liability coverage as required by law, public liability or commercial general liability coverage and errors and omissions insurance covering your acts and omissions, including representations, warranties and indemnity obligations contained in the Agreement in form and amount appropriate to your business. You will provide proof of insurance upon Snap’s request. In no event will the insurance coverage, deductible, self-insured retention or limits of any insurance maintained by you under this Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way your obligations or liability to Snap under the Agreement. ​​Additionally, if you will distribute, sell, serve, or furnish alcohol at any event you are organizing as instructed on a fully executed Statement of Work, you will obtain Public Liability or Commercial General Liability insurance with limits of not less than $1,000,000 (USD) per occurrence and in the aggregate.

If you are contracting with Snap Inc., then the following Section 12.a. applies:

a. The Agreement and any action related to it, including tort claims, will be governed by the laws of the State of California, without giving effect to any conflicts-of-laws principles. Any disputes related to or arising from the Agreement must be brought exclusively in the United States District Court for the Central District of California, but if that court would lack original jurisdiction over the litigation, then the Superior Court of California, County of Los Angeles will be the exclusive forum to resolve the litigation. The parties consent to personal jurisdiction in both courts. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.

If you are contracting with any Snap Affiliate then the following Section 12.b. applies:

b. The Agreement is governed by and will be construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts to handle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). 

Notices under these Terms must be in writing and sent: (a) if to Snap, to Snap Inc., 3000 31st Street, Santa Monica, California 90405, to the attention of your business contact in the Statement of Work or agreement referencing these Terms; with a copy to the same address, Attn: General Counsel, or legalnotices@snap.com; (b) if to you, to the email address listed on the Agreement. Notices will be deemed given upon personal delivery, upon delivery if by mail, and upon valid transmission if through email. 

If you are contracting with any Snap Affiliate, then this Section 14 applies.

If any person should claim that they are employed either by you or one of your Subcontractors (a ”Service Provider Employer”) as a result of the operation of the Transfer Regulations or that a Service Provider Employer has otherwise inherited liability as a result of the Transfer Regulations in relation to the Agreement or in connection with the provision of the Services or any part of them then Snap will indemnify you for and on behalf of each Service Provider Employer against all losses and costs arising out of or in connection with: (a) any claim brought by such person in respect of their employment with or termination of employment by Snap, or in respect of their employment with or termination of employment by the Service Provider Employer; and (b) any claim that the Service Provider Employer is liable for any breach of the Transfer Regulations.

If any person should claim that they are employed either by Snap or by a person engaged to provide services which are the same or similar to the Services (a “New Supplier”) as a result of the Transfer Regulations or that Snap or a New Supplier has otherwise inherited liability as a result of the Transfer Regulations in relation to this Agreement or in connection with the termination of the Services or any part of them then Service Provider will indemnify Snap and any New Supplier against all losses and costs arising out of or in connection with: (y) any claim brought by such person in respect of their employment with or termination of employment by a Service Provider Employer, or in respect of their employment with or termination of employment by Snap or a New Supplier; and (z) any claim that Snap or a New Supplier is liable for any breach of the Transfer Regulations.

a. The Agreement does not establish any agency, partnership, joint venture, or employment relationship between you and Snap; nor, unless explicitly stated, does it create or confer any third-party beneficiary rights.

b. In any action arising out of or relating to these Terms or the Services, the prevailing party will be entitled to recover its reasonable legal fees and costs.

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

d. References to a Section include all its subsections. The Section headings are for convenience only and will not affect how these Terms are construed. Unless these Terms refer specifically to “business days,” all references to “days” mean calendar days. The words “include,” “includes,” and “including” mean “including without limitation.”

e. Snap may update these Terms and any additional terms described in these Terms, at any time. You agree to be bound by those updates if they are referenced on any Statement of Work or other agreement referencing these terms to provide Services after the updates have become effective. Any other amendments, modifications, supplements, waivers, or other changes to these Terms must be in writing and signed by duly authorized representatives of each party.

f. If there is a conflict or inconsistency between these Terms or any Statement of Work, or any Additional Terms, the order of priority will be: the Statement of Work or other agreement referencing these Terms (but only with regard to that particular Statement of Work or agreement), the Additional Terms, and these Terms.

g. Snap may assign the Agreement, including all rights and obligations under the Agreement, to any of its Affiliates. You may not assign any Statement of Work or agreement referencing these Terms without Snap’s prior written approval.

h. You and Snap confirm that it is each party’s express wish that these Terms, as well as related documents, including all notices, be drawn up in the English language only. Vous et Snap confirment qu’il est de la volonté expresse de chaque partie que cette convention, de même que tous les documents associés, y compris tous les avis, soient rédigés seulement en langue anglaise.

i. If either party does not enforce a provision in these Terms, it will not be considered a waiver. Snap reserves all rights not expressly granted to you. 

j. If any provision of these Terms or any Statement of Work or agreement referencing the Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be deemed severable from the original, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or any Statement of Work or agreement referencing the Terms (which will remain in full force and effect). 

k. Snap is an equal opportunity employer and has adopted a policy prohibiting discrimination based on any legally protected basis. You will comply with and maintain anti-harassment, discrimination, retaliation, and recordkeeping policies that comply with Applicable Law pertaining to all Services and Deliverables. You also agree that you will follow all applicable equal opportunity employment practices promulgated by the Equal Employment Opportunity Commission and the Office of Federal Contract Compliance Program, and such other regulatory agencies applicable to the Services, as required, in connection with the provision of Services.

l. The following Sections will survive termination of these Terms or any Statement of Work 2, 3, 4, 6, 7, 8, 9, 10.c., 12, 13, 14, 15 and any other provision of these Terms that contemplate a continuing obligation. 

m. The following definitions apply to these Terms:

“Additional Terms” means supplemental terms or requirements that apply to specific Services. 

“Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control of a party, or where a party owns at least 50% or more of the equity interest or voting stock, or equivalent, in such entity, whether such entity is now existing or subsequently created or acquired during the term of the Agreement, and including joint ventures, subsidiaries, and other entities in which such entity is a shareholder.

“Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations of any jurisdiction throughout the world. 

“Claims” means any third-party claims, complaints, demands, suits, proceedings, formal or informal administrative, or regulatory proceedings or inquiries, and any other third-party actions.

“Confidential Information means (a) any confidential and proprietary information that the discloser or its Affiliates disclose to the recipient or its Affiliates before or during the term of any Statement of Work or other agreement referencing these Terms; (b) the terms of any agreement with Snap; (c) the existence of a relationship between the parties; (d) Snap Data; or (e) any other information relating to, disclosed, accessed, received, stored, or collected (in each case, by or on behalf of, the discloser) that is, or should be reasonably understood to be, confidential to the discloser. 

“Deliverables” means  all ideas, concepts, items, materials, or other work product arising out of the Services to Snap under the Agreement regardless of the state of completion.

“Intellectual Property” means the following rights, wherever in the world enforceable, including all reversions, renewals and all applications for registration, and whether registered or unregistered: all patents, copyrights, trademarks, service marks, trade dress, design rights, performers property rights, goodwill, mask works rights, trade secrets, and any other legal, proprietary, industrial, or intellectual property rights and interests recognized, protected, or protectable under Applicable Law, including any derivative works thereof and associated applications, registrations, and other government, regulatory, or legal filings. 

“Liabilities” means  damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees).

“Malicious Code” means 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.

“Moral Rights” means the right to be identified as the author of the work, the right not to have the work subjected to derogatory treatment, and any similar rights of authors anywhere in the world.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“Restricted Party Lists” means the restricted party lists maintained by any relevant government authority, including the U.S. Specially Designated Nationals List and Foreign Sanctions Evaders List.

“Rules” means (a) the Snap Privacy Policy; (b) Snap Terms of Service; and (c) other standards, policies, and guidelines that may be provided by Snap from time to time. 

“Services” means all services performed by Service Provider, including any provision of supplies, materials and equipment provided by Service Provider pursuant to this Agreement and as further described in a Statement of Work. 

“Service Provider” or “you” or “your” means the party providing goods or Services to Snap under these Terms, which is the non-Snap party listed in the applicable Statement of Work.  

“Service Provider Property” means certain methodologies, know-how, proprietary information, materials, and other information or Intellectual Property that has been independently developed by Service Provider prior to entering into any Statement of Work, which relates to Service Provider’s business operations and does not relate to Snap or the Services.

“Snap Data” means data and information (a) that is disclosed to Service Provider, by Snap or a third party acting on Snap’s behalf, or to which Service Provider has access, in connection with the provision of the Services; and (b) that is processed, prepared, accessed, used, aggregated, or generated, or any combination thereof, by or through the Snap Systems or in connection with the performance of the Services. Snap Data includes Snap Personal Data, Snap Property, and any other data, information, or media, now or hereafter known, provided by or on behalf of Snap or a Snap Affiliate. 

“Snap Marks” means the name, logo(s), trademark(s), or other Intellectual Property of Snap or its Affiliates.

“Snap Personal Data” means any and all Personal Data controlled by Snap or a Snap Affiliate processed by Service Provider in the course of providing the Services under the Agreement. 

“Snap Platform” means any website, mobile application, or other media platform owned or operated by Snap.

“Snap Property” means certain methodologies, know-how, proprietary information, materials, and other information, property, or Intellectual Property that is owned, licensed, supplied, or independently developed by Snap, and any and all other materials provided by or on behalf of Snap, including the Deliverables, Snap Marks, Snap System, Snap Data, Snap Confidential Information, and all derivative works of each of the foregoing.

“Snap System” means (a) any Snap file computing system, database, server, website, application, or networked environment or domain, including any Snap Platform, development, quality assurance, staging, and production environments; and (b) any Snap licensed third party service provider system that Snap grants Service Provider access to for the sole purpose of providing the Services. 

“Subcontractor” means any contractors, subcontractors, third party service providers or partners, agents, or Affiliates selected by you to provide any portion of the Services or perform any of your obligations under the Agreement. 

“Subprocessors” means third parties authorized under the Agreement to access and process Snap Data in order to provide parts of the Services.

“Statement of Work” means a document executed by the parties and governed by these Terms, including an Order Form or other document that refers to these Terms, that sets forth the Services and Deliverables to be provided. The provisions of a Statement of Work will constitute binding obligations upon the parties only after the Statement of Work has been signed by an authorized representative of each party. 

“Transfer Regulations” means the European Community Council Directive 2001/23 EC on the approximation of the laws of the European Union member states relating to the safeguarding of employees; rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (referred to as the Acquired Rights Directive) and any national laws implementing the same or any successor legislation in force from time to time or any other laws or regulations of any national, state, provincial or federal government or local government that require or operate to transfer between legal persons the employment or engagement or the contracts of employment or engagement of employees or workers on the transfer of an undertaking or part of an undertaking or a service provision change.

“U.S.” means the United States of America.