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.

Introduction

These Snap Merchant Terms, which form a legally binding contract between you and Snap, govern the use of the Business Services to make available Merchant Product Displays and receive order information relating to users of the Services in connection with the sale of Merchant Products on a Merchant Store (“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. 

1. Definitions               

“Confidential Information” means any materials, documentation, communication, and information that are marked confidential or would reasonably be understood to be confidential to Snap, but does not include any information that you already rightfully knew, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party who was under no obligation of confidentiality.

“Customer” means a user of the Services who: (a) submits an order to purchase a Merchant Product; or (b) you offer a Merchant Product for sale, in each case via the Merchant Services.

“Customer Information” means Business Services 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 or service displayed or sold by you via the Merchant Services.

“Merchant Product Display” means any content relating to a Merchant Product, including any information, descriptions, price, fees, and taxes.

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

“Merchant Store” means your website, app, or other online property on which users may conclude the purchase of Merchant Products.

“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.

2. License

a. In addition to the rights and licenses set forth in the Snap Terms of Service, you also grant to Snap and its affiliates a non-exclusive, non-transferable (except as provided herein), sublicensable, irrevocable, worldwide, royalty-free, license to promote, exhibit, communicate to the public, 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.

3. Merchant Services

a. Snap may provide you access to the Merchant Services in its sole discretion via the Business Services or through a third party. In addition to the obligations in the Business Services Terms and these Snap Merchant Terms, you will comply with the Merchant Policies. You must also comply with any third party terms relevant to any third party service that enables the Merchant Services. 

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 are responsible for processing and fulfilling all orders for Merchant Products initiated 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 initiated through your own platform or through a third-party platform, and in all cases in compliance with Applicable Law (including consumer laws and consumer statutory rights) 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.

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

e. You will: (i) clearly and prominently provide Customers with: (aa) all disclosures and pre-contractual information as required by, and that comply with, Applicable Law (including consumer laws); and (bb) the Merchant Terms of Sale, Merchant Return Policy, and your privacy notice; (ii) comply with your Merchant Terms of Sale and Merchant Return Policy in connection with each order submitted for Merchant Products; and (iii) ensure that at all times your Merchant Terms of Sale, Merchant Return Policy, privacy notice, and all other applicable terms and policies you make available in connection with the sale of Merchant Products are in accordance with Applicable Law (including consumer laws and consumer statutory rights). 

f. 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.

g. Snap and its affiliates may use Merchant Product Display for advertising, marketing, and promotional purposes, including conducting studies or surveys relating to your use of the Business Services.

h. 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.

i. Without prejudice to any of Snap’s other rights, Snap may suspend or terminate your use of the Merchant Services as well as display a warning to users and Customers if Snap has reason to believe the Merchant Product Display or Merchant Product is inaccurate, does not comply with the Merchant Policies, is unlawful or you are otherwise in breach of these Merchant Terms.

j Snap may monitor and audit you and your use of the Merchant Services. You must not interfere with this monitoring. If requested, you will promptly provide all information, co-operation and assistance Snap may reasonably request from time to time, including any records requested by Snap to verify your compliance with these Merchant Terms and/or Applicable Law. 

k. You will ensure that the Merchant Product, the Merchant Product Display, your Merchant Store, your use of the Merchant Services, and all interactions and transactions with Customers comply with Applicable Laws, including consumer laws and consumer statutory rights. 

4. Representations and Warranties

In addition to the representations and warranties under the Business Services Terms, you represent and warrant on an ongoing basis that you: 

a. and any third party processing payments on your behalf, 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. 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. will include in each Merchant Product Display and Merchant Checkout all information, disclosures, and claims required under Applicable Law and ensure that all Merchant Product Display is accurate; 

d. 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; 

e. will immediately notify Snap if any Merchant Product Display is false, inaccurate or misleading, or in any way contrary to these Snap Merchant Terms, the Merchant Policies and/or Applicable Law;

f. 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;

g. are adequately and properly insured (including in relation to product recall and product liability insurance), 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 

h. will immediately notify Snap of any issues that may adversely affect your performance under these Snap Merchant Terms.

5. Indemnification

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) any third party claim; or (b) any injuries to any person or damage to any property, in each case as may be caused as a result, directly or indirectly, of the Merchant Product Display or of the possession, use, or consumption of any Merchant Product, or any failure by you to comply with the Merchant Terms of Sale or Applicable Law, 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.

6. Data 

a. You may use Customer Information only in accordance with the Business Services Terms and Merchant Data Sharing Agreement to fulfill orders of Merchant Products by a Customer via the Merchant Services. Further, you will delete any Customer Information that is shared by or on behalf of Snap in respect of any incomplete transactions within a reasonable period of time.       

b. You will not disclose Confidential Information to any third party without Snap’s prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide Snap reasonable prior notice, unless a court orders that Snap not receive notice. You will promptly delete all Confidential Information and Business Services Data that is in your possession or control (including in your servers) upon request by Snap or upon termination of these Snap Merchant Terms. Upon Snap’s request, you will certify your deletion and destruction.

c. If Customer Information or content you make available to Snap in connection with the Merchant Services contain personal data, the Merchant Data Sharing Agreement and Personal Data Terms apply. Snap may use Customer Information to: (a) improve and supplement the Services (including to optimise Snap’s targeting and ad effectiveness); and (b) as permitted under our Privacy Policy.

7. Entire Agreement

These Snap Merchant Terms (and terms incorporated or otherwise referenced herein) set forth the entire understanding and agreement between you and Snap with respect to the Merchant Services, and supersede all other agreements between you and Snap regarding the Merchant Services. Snap is not a party to, and has no liability in relation to, your contract with any Customer and your contract with any third party enabling the Merchant Services.