PLEASE NOTE: WE’RE UPDATING THE TERMS FOUND BELOW. THE UPDATED TERMS WILL BE EFFECTIVE ON JULY 1, 2021 AND CAN BE FOUND HERE. YOUR USE OF THE BUSINESS SERVICES STARTING ON JULY 1, 2021 WILL BE SUBJECT TO THOSE UPDATED TERMS.

ARBITRATION NOTICE: YOU ARE BOUND BY THE ARBITRATION PROVISION SET FORTH IN THE BUSINESS SERVICES TERMS. IF YOU ARE CONTRACTING WITH SNAP INC., THEN YOU AND SNAP INC. WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

These Snap Merchant Terms form a legally binding contract between you and Snap, govern the use of the Business Services for displaying, facilitating the sale of, and selling Merchant Products (“Merchant Services”), and are incorporated into the Business Services Terms. Some terms used in these Snap Merchant Terms are defined in the Business Services Terms.

“Confidential Information” means any non-public information Snap or its affiliates provide to you in connection with the Merchant Services that you knew or reasonably should have known was confidential.

“Customer” means a user who submits an order to purchase a Merchant Product.

“Customer Information” means information (including Personal Data) relating to a Customer that is collected, received, or derived from the Merchant Services, or is provided in connection with the Merchant Services.

“Merchant Product” means any product displayed or sold by you via the Merchant Services.

“Merchant Product Display” means any Materials relating to a Merchant Product, including any information, description, price, fees, tax, policies (including the Merchant Terms of Sale and Merchant Return Policy), and other disclosures.

“Merchant Return Policy” means your policy relating to refunds, returns, exchanges, and cancellations.

“Merchant Services Data” means any data that is collected, received, or derived from the Merchant Services or is otherwise provided in connection with the Merchant Services, including Customer Information.

“Merchant Terms of Sale” means your terms of sale, which must include your Merchant Return Policy and information relating to customer service, communications with each Customer, order fulfillment, warranties, how you handle Customer Information, and any other details relating to a submission to purchase a Merchant Product.

“Promotion” means a sweepstakes, contest, offer, or other promotion.

“Snapcode” means a scannable code provided to you by Snap or its affiliates that users can scan to access a Merchant Product Display.

a. You grant to Snap 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, create derivative works from, and publicly perform each Merchant Product Display as set forth in these Snap Merchant Terms.

b. To the extent permissible under Applicable Law, you irrevocably waive any moral rights or equivalent rights you may have in each Merchant Product Display throughout the world. To the extent a waiver is not permitted, you agree not to assert any such rights against Snap and its affiliates.

a. Snap may provide you access to the Merchant Services in its sole discretion via the Business Services or through a third party. You will use the Merchant Services in accordance with these Snap Merchant Terms and the Merchant Policies. To the extent these Snap Merchant Terms conflict with the Merchant Policies, the Merchant Policies will control.

b. Snap may use a Merchant Product Display in connection with content on the Services, including to create, modify, enhance, and distribute that content. Users may be able to save, share, and view content incorporating each Merchant Product Display in perpetuity.

c. You acknowledge that users outside the territory in which Snap makes the Merchant Services available may be able to access each Merchant Product and Merchant Product Display but may not have the ability to purchase Merchant Products.

d. You are responsible for processing and fulfilling all orders for Merchant Products via the Merchant Services in at least the same manner and with at least the same degree of care you use to fulfill orders for your products through your own platform or through a third-party platform, and in all cases with at least the highest level of care used in your industry. You are responsible for all chargebacks, refunds, reversals, penalties, and unauthorized charges, and for implementing fraud protection procedures that are at a level that is standard in your industry.

e. You are responsible for determining, collecting, remitting, and withholding any taxes, fees, and charges, if and as applicable, for orders of Merchant Products.

f. You will comply with your Merchant Terms of Sale and Merchant Return Policy in connection with each order submitted for Merchant Products.

g. If you use a third party in connection with the Merchant Services, you will: (i) use reasonable skill and care in selecting and appointing that third party and will be responsible for all the third-party’s acts and omissions as you are for your own acts and omissions; (ii) enter into a fully executed written agreement with the third party that imposes obligations on the third party that are at least as restrictive as those required of you under these Snap Merchant Terms; (iii) immediately notify Snap of any issues relating to that third party that may adversely affect your performance under these Snap Merchant Terms; and (iv) if required by Snap, remove that third party from providing services in connection with the Merchant Services.

h. Snap and its affiliates may use Merchant Product Display for advertising, marketing, and promotional purposes.

i. Snap may, in its sole discretion for any reason at any time, reject or remove any Merchant Product or Merchant Product Display from the Services.

Your use of each Snapcode, and all Materials unlocked via Snapcode, must comply with the Snapchat Brand Guidelines and Snapcode Usage Guidelines. All Materials unlocked via Snapcode must be appropriate for people ages 13+. Snap may, in its sole discretion and for any reason at any time: (a) deactivate or redirect a Snapcode; or (b) apply a label or disclosure when Merchant Product Displays unlock to notify users that the Snapcode and Merchant Product Display are attributable to you, and include in that label or disclosure your name as provided via the Business Services.

If you use a Merchant Product, Merchant Product Display, or a Snapcode 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 Promotion Rules. Unless Snap expressly agrees otherwise in writing, Snap will not be a sponsor or an administrator of your Promotion.

In addition to the representations and warranties under the Business Services Terms, you represent and warrant that: (a) you are and will remain compliant with the provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) and any successor standards or requirements applicable to your performance under these Snap Merchant Terms; (b) you will provide Snap with reasonable evidence of your compliance with PCI-DSS and will notify Snap immediately if your status of compliance with PCI-DSS changes or is reasonably expected to change; (c) each Merchant Product and Merchant Product Display complies with the the Business Services Terms, Snap Merchant Policies, and Applicable Law; (d) you have all necessary licenses, rights, permissions, and clearances (including from any third parties) to use, and for Snap and its affiliates to use, each Merchant Product and Merchant Product Display, and to grant Snap and its affiliates all licenses described in the Business Services Terms; (e) you will include in each Merchant Product Display all information, disclosures, and claims required under Applicable Law; (f) you will verify, document, and be responsible for the completeness and accuracy of all information, disclosures, and claims (direct or implied) in each Merchant Product Display, including any information about pricing, discounts, or availability, concerning your products, services, and promises, as well as any claims about other parties, and upon Snap’s request, will provide Snap documentation to substantiate any of those claims; (g) you will immediately notify Snap if any Merchant Product Display is false, misleading, or in any way contrary to Applicable Law; (h) you will provide, implement, and maintain appropriate administrative, technical, organizational, and physical measures and safeguards to protect the security and confidentiality of Merchant Services Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access; (i) you are adequately and properly insured, and will continue to be adequately and properly insured during the term of these Snap Merchant Terms, and for sufficient time beyond the term of these Snap Merchant Terms, to cover your obligations under these Snap Merchant Terms at a level that is standard in your industry; and (j) you will immediately notify Snap of any issues that may adversely affect your performance under these Snap Merchant Terms.

In addition to your indemnification obligations under the Business Services Terms, 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) a Merchant Product or Merchant Product Display actually or allegedly violating, infringing, or misappropriating the intellectual property, privacy, publicity, copyright, or other legal rights of a third party; and (b) any injuries to any person or damage to any property allegedly caused as a result, directly or indirectly, of the possession, use, or consumption of any Merchant Product, whether by reason of breach of warranty, negligence, fraud, misrepresentation, product defect or otherwise, and regardless of the form in which any such claim is made.

a. You may use Merchant Services Data only in accordance with the Business Services Terms and Snap’s Privacy Policy to: (a) fulfill orders of Merchant Products by a Customer via the Merchant Services; and (b) on an aggregated and anonymous basis for: (i) optimizing your commerce sales on the Platform; (ii) assessing the effectiveness and performance of your commerce sales on the Platform; and (iii) planning your commerce sales on the Platform. You may not use Merchant Services Data for any advertising, marketing, or promotional purposes.

b. You will not use any Confidential Information other than to exercise your rights and fulfill your obligations under these Snap Merchant Terms, and you will not disclose Confidential Information to any third party, except: (i) to your affiliates, officers, employees, agents, and professional advisers, each only to the extent they have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Snap Merchant Terms; and (ii) as otherwise permitted by these Snap Merchant Terms. Notwithstanding any other provision in these Snap Merchant Terms, you will not have any confidentiality obligations under this paragraph with respect to Confidential Information that: (i) was or becomes public unless due to your fault; (ii) is otherwise communicated to you free of any obligations of confidence; (iii) you already knew, without any obligation of confidence; or (iv) was independently developed by you without reference to any information communicated by Snap or its affiliates. You may also disclose Confidential Information to the extent required by a valid order of a court or other governmental body that has jurisdiction over you if, to the extent legally permissible, you promptly notify Snap of such legal request before making any disclosure and comply with Snap’s reasonable requests to oppose or limit the disclosure. If Snap does not seek or obtain a protective order or other remedy pursuant to this paragraph, you may disclose only that portion of Confidential Information that you are legally required to disclose and will use reasonable efforts to ensure that the Confidential Information disclosed will be accorded confidential treatment. When these Snap Merchant Terms terminate, you will promptly return or destroy Snap’s Confidential Information except to the extent required to comply with Applicable Law or pursuant to your bona fide automatic backup procedures.

a. You may cancel a Merchant Product Display at any time via the Business Services, but Merchant Product Displays may run for a period of time after cancellation.

b. Upon cancellation of a Merchant Product Display, the licenses granted in these Snap Merchant Terms will expire immediately. But some content may persist for a period of time (including an unopened Snap or a Snap saved in Memories), and the licenses granted by you to Snap and its affiliates in these Snap Merchant Terms extend: (i) for those purposes; and (ii) for advertising, marketing, and promotional purposes.

The Introduction and Sections 1, 2, 3(a), 3(d)-(h), 4-8, 9(b), and 10 will survive termination of the Business Services Terms.