These Mobile Partner Gateway Terms form a legally binding contract between you and Snap, govern the use of the Business Services offered through Snap’s Mobile Partner Gateway, and are incorporated into the Business Services Terms. Some terms used in these Mobile Partner Gateway Terms are defined in the Business Services Terms and any use of, or access to, the Services (including the Snap applications) are subject to the Terms of Service. 

Do not use the Mobile Partner Gateway or the Business Services if you are barred from doing so under the laws of the United States or any other applicable jurisdiction including, for example, if you appear on the Restricted Party List or face any other similar prohibition in any jurisdiction.

“Partner Services” means all services offered by you to your Subscribers, including, but not limited to, offering a wireless telecommunications network and related services that allow your Subscribers to access the Snap applications through Subscriber mobile device. 

“Snap Brand Features” means any name, trademark, service mark, logo, domain name, or other distinctive brand features of Snap and its affiliates.

“Snap Confidential Information” means any materials, documentation, communication, and information that are marked confidential or would reasonably be understood to be confidential to Snap, including, for clarification, pricing, any amounts payable by you or Snap, and any order forms, addendums, or amendments between you and Snap or Snap’s affiliates, 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.

“Snap Content” means content (including Snap Brand Features) created, uploaded, posted, sent, received, stored, or otherwise provided by Snap, Snap users (including Public Content, as that term is defined in the Snap Terms of Service), or other third-party licensors.

“Snap Data” means data, materials or information: (i) that is disclosed to you, by Snap or a third party acting on Snap’s behalf, or to which you have access, through Snap or a third party acting on behalf of Snap, in connection with your use of the Mobile Partner Gateway or the provision of the Partner Offering; or (ii) that is processed, prepared, accessed, used, aggregated, and/or generated by or through the Business Services or in connection with your Partner Offering. 

“Subscriber” means an end user of your Partner Services. 

a. The Mobile Partner Gateway is Snap’s centralized portal for engaging with you and other mobile operators, including telecommunication companies, carriers and OEMs, and will be used to provide or otherwise support your use of the Business Services in connection with certain offerings involving Snap, such as zero-rating or flat-rating promotions, pre-loading a Snap application onto mobile devices distributed by or on your behalf, and associated measurement and analytics (each, a “Partner Offering”) in connection with your Partner Services. 

b. You may only launch a Partner Offering following Snap’s approval and Snap may withhold or suspend its approval in respect of any and all territories at any time in Snap’s sole discretion. Before launching a Partner Offering, you will submit a request via the Mobile Partner Gateway and provide all associated information required by Snap. Snap may require adjustments to the Partner Offering which you agree that you will implement following receipt of any such request.  

c. You agree that your use or inclusion of a Snap application as part of a Partner Offering will be without charge to Snap and you are solely responsible for all costs, charges, taxes and expenses arising from or associated with your provision and administration of a Partner Offering and use of the Mobile Partner Gateway.  

d. You will comply with any specifications, documentation, terms, guidelines, and policies provided to you or made available by Snap from time to time that are applicable to your use of the Mobile Partner Gateway or your provision of a Partner Offering. Upon Snap’s request, you will provide Snap documentation verifying your compliance.

e. Where required by Snap you will limit the provision of the Partner Offering to specific territories or jurisdictions (each a “Territory”). You may not materially modify the details of an approved Partner Offering, including the Territories in which it is offered, without Snap’s prior written consent.

Where Snap permits your use of any Snap application as part of a Partner Offering you shall not, and shall not instruct, encourage or permit any third party to: (a) use the Snap application in breach of these Mobile Partner Gateway Terms (including the Snap Terms of Service); (b) except as expressly set out in these Mobile Partner Gateway Terms, provide, sell, license, distribute, lease, lend, or disclose the Snap application to any third party; (c) use the Snap application for any other purpose than to administer an approved Partner Offering; (d) ship, divert, transship, transfer, export or re-export the Snap application (including any hardware or device on which the same is installed), or any component thereof, outside the authorized Territory; or (e) alter or remove any copyright notice or other proprietary rights notices that may appear on any part of the Snap applications and when reproducing any part of the Snap applications you agree that you will include all copyright and other proprietary rights notices as are currently contained on the Snap applications and/or as specified by Snap in writing.

a. To the extent permitted by Applicable Law, you will use commercially reasonable efforts to market Snap’s participation in each Partner Offering, provided that Snap must have at least as favorable treatment (e.g. size, placement, prominence, and duration) as the marks of, and/or references to, any other service or application participating in the Partner Offering or any similar offering. Where you are distributing, installing and/or pre-loading a Snap application as part of a Partner Offering onto Subscriber devices, Snap may also require that you comply with certain placement or prominence requirements as a condition to approving a Partner Offering.

b. In using the Mobile Partner Gateway, Snap may also grant you access to Snap Brand Features for display in connection with your Partner Promotion. Where Snap grants you the right to use Snap Brand Features you acknowledge and agree that: (i) you will not use Snap Brand Features outside of your provision of that Partner Offering or allow any other person to use them in any way; (ii) you must always use the Snap Brand Features in compliance with any branding or attribution requirements that we provide, including the Snap Brand Guidelines and, if applicable, the Bitmoji Brand Guidelines; (iii) you must submit all proposed uses of the Snap Brand Features to Snap in advance in the manner set out on the Mobile Partner Gateway and will not engage in any proposed use of the Snap Brand Features unless and until Snap has provided its written approval; (iv) Snap may rescind its approval of any use of the Snap Brand Features at any time and you must cease any continued use of the Snap Brand Features should Snap do so; and (v) Snap owns the Snap Brand Features and you will not do anything inconsistent with Snap’s ownership of the Snap Brand Features, such as filing any trademark application for an identical or similar mark anywhere in the world. 

c. Your use of the Snap Brand Features will be at your sole expense, and you agree to bear sole responsibility for ensuring that your use of the Snap Brand Features comply with all Applicable Laws. Any use of the Snap Brand Features that does not comply with Applicable Law will be deemed unapproved by Snap, even if previously having Snap’s approval, and you will solely be liable for any damages, fees, penalties, or costs associated with such non-compliance.

d. All use of the Snap Brand Features will inure to Snap’s benefit. You irrevocably assign and will assign to Snap any right, title, and interest that you obtain in any of the Snap Brand Features and will not challenge the validity of the Snap Brand Features.  In addition, nothing in these Mobile Partner Gateway Terms give you any right to use any Snap Content that is distributed, displayed or featured through the Services in connection with the promotion of a Partner Offering.

a. Snap may, at its sole discretion, make available certain Snap Data through the Mobile Partner Gateway to provide insights related to you and your network performance, the Partner Offerings or to enable you to identify traffic or other engagement from your Subscribers using Snap applications. Snap Data provided through the Mobile Partner Gateway may be periodically refreshed so it is your responsibility to check back frequently for the most up-to-date information. 

b. In the provision of your Partner Offering or as a result of your access to the Mobile Partner Gateway or any Snap Data (including any data or content derived from Snap Data), you will not: (i) throttle, data shape or otherwise limit or slow down transmission of data used by Subscribers as a part of their use of a Snap application for any reason (excluding any necessary and unavoidable changes in transmission speed that apply to all data traffic and all Subscribers on your Partner Services); (ii) charge fees to your Subscribers for access to, or use of, the Snap applications via the Partner Offering over and above the fees agreed upon between you and your Subscribers for access to the Partner Offering; or (iii) except as strictly necessary to administer a Partner Offering, use Snap Data or any other data which you obtain, access or generate in connection with a Partner Offering that identifies or is reasonably capable of identifying a user of Snap’s Services for any other purpose including directly or indirectly using such data for your own benefit or for the benefit of any other party.

c. For Partner Offerings that involve distribution, installation or pre-loading of a Snap application onto Subscriber devices (whether by you or on your behalf), Snap may require that you implement reporting tools provided by a Snap-approved third party measurement provider to track, measure, or confirm the accuracy of your data and reporting and the effectiveness of your distribution of the Snap applications as part of a Partner Offering (each a “Reporting Tool”). You will comply with all instructions of Snap to implement and maintain the Reporting Tool and be responsible for providing (or requiring the third party measurement provider to provide) Snap with any reports as requested by Snap. You agree that your compliance with the terms of this Section shall be at your sole cost. 

d. You will share any other data and reports in the manner and format as set out in the Mobile Partner Gateway regarding the performance of the Partner Offerings or as reasonably requested by Snap from time to time.

e. By using the Mobile Partner Gateway and/or administering a Partner Offering you do not acquire any ownership rights in Snap Data and, where applicable, you irrevocably assign and will assign to Snap any right, title, and interest that you obtain in any of the Snap Data.

a. You represent and warrant that: (i) you will comply with and administer the Partner Offering and your Partner Services in accordance with Applicable Law including all export control, economic sanctions, and anti-boycott laws, rules, and regulations of the United States and other countries and will not cause Snap to be in breach of the same; (ii) you have the full power and rights to perform, provide and administer the Partner Offering and Partner Services and by doing so you will not be in breach of any obligation owed to a third party; (iii) you will use any Snap Brand Features and Snap Data in compliance with all Applicable Laws; (iv) you will not make any statement or use any Snap Brand Features in any advertising or advertising product except to the extent permitted under Section 4 or imply sponsorship by, endorsement from, or a false association with Snap, Snap’s affiliates, any of Snap’s users, third party content providers, or business partners; (v) you will not, and you will not permit or encourage any third party to share your keys, credentials, or access tokens, or otherwise provide access to, the Mobile Partner Gateway to anyone outside of your organization; (vi) you will pay all applicable taxes and all other fees and costs with respect to the Partner Offering and Partner Services and will be liable for its failure to pay such taxes, fees, and costs; (vii) you will not share information arising out of the Partner Services and each Partner Offering which relates in any way to, or to the use, of Snap applications in any way (including the data set out in Section 5 of these Mobile Partner Gateway Terms) with any third party without Snap’s prior written consent; and (viii) you will not build, help build, or supplement any segments, profiles, search engines, recommendation services, directories, databases or similar records, including for clarification, friend graphs, or associate the behavior of any individual, device, content, or browser with any segment, profile, or similar record, based on Snap Data or any other information obtained, accessed or generated from or in connection with your use of the Mobile Partner Gateway or provision of a Partner Offering.

b. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR PROVISION OF THE PARTNER OFFERINGS, THE PARTNER SERVICES, AND ANY DAMAGE TO YOU, YOUR SUBSCRIBERS OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF YOUR USE OF THE MOBILE PARTNER GATEWAY, THE SNAP BRAND FEATURES OR SNAP DATA.

In addition to your indemnification obligations set out in 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, fines, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to your provision of the Partner Offering and/or the Partner Services.

a. You will not disclose Snap Confidential Information to any third party without Snap’s prior written consent. You may disclose Snap 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. Snap Confidential Information includes any communication to you related to these Mobile Partner Gateway Terms, the Mobile Partner Gateway, Snap Data and any data or information made available to you through the Mobile Partner Gateway.

b. You will promptly delete all Snap Confidential Information and Snap Data that is in your possession or control (including in your servers) upon request by Snap or upon termination of these Mobile Partner Gateway Terms. Upon Snap’s request, you will certify your deletion and destruction.

Snap may terminate these Mobile Partner Gateway Terms without cause upon notice to you. Upon termination, you will immediately cease all use, display, transmission and/or distribution of the Mobile Partner Gateway, Snap applications, Snap Data, and Snap Brand Features and remove all Snap Brand Features from the promotion of your Partner Offering.

These Mobile Partner Gateway Terms set forth the entire understanding and agreement between you and Snap with respect to your use of the Mobile Partner Gateway and your use of the Snap applications, Snap Data, and/or Snap Brand Features in connection with any Partner Offering and supersede all other agreements between you and Snap regarding the same.