In these Content Partner Terms (these “Terms”), “Snap”, “we” and “us” means Snap Inc.  You acknowledge that you are agreeing to these Terms on behalf of the business you identified in your application to become a Snap Publisher and you represent and warrant that you have authority to bind such company, entity, or organization. Snap’s obligations under these Terms are conditioned upon and subject to (a) Snap’s confirmation that you have passed its compliance review and (b) Snap’s receipt of all documents necessary to effect payment to you.

1. Content Management System

If you agree to these Terms, Snap will give you access to a content management system (“CMS”) that will allow you to create and upload premium audio-visual content (“Content”) formatted for mobile, vertical display, to the Snapchat application. Your access to the CMS will be for the purpose of uploading Content related to a specific brand, provided each brand and the Content details for that brand must be approved in advance by Snap. Content that is automatically ingested or generated by you using the CMS shall be considered Content that you upload pursuant to these Terms. We will have the right, but not the obligation, to distribute the Content you upload using the CMS throughout the world pursuant to these Terms. You may remove your Content from the CMS at any time. You understand that Snap may revoke your access to the CMS, as a whole or with respect to a specific brand, or remove your Content from the Snapchat application at any time in its discretion.

2. Content Guidelines

All of the Content you upload using the CMS must comply with Snapchat’s Content Guidelines, which we may update from time to time in our discretion (“Content Guidelines”).

3. Term

These Terms will commence on the date that you accept them and remain in full force and effect until you either remove your Content from the CMS or you no longer have access to the CMS (whichever is earlier) (“Term”).

4. Sales Rights and Revenue Share

We will have the exclusive right to sell advertisements in your Content distributed pursuant to these Terms. Each month, we will pay you 50% of the aggregate Gross Revenue (defined below) for the advertisements we sell and display in your Content during such month. “Gross Revenue” means the amounts actually received by Snap from the distribution of advertisements in your Content, less Revenue Share Deductions (defined below). “Revenue Share Deductions” means (a) taxes, if any, required to be collected, withheld or paid with respect to such amounts (except taxes on net income), (b) any and all refunds to advertisers, and (c) a pro-rata portion per campaign of the actual out of pocket costs of third-party measurement sold by Snap, if any.

We will not owe you any amounts for Surveys (defined below) or advertisements for Snap or its products or services that are delivered on a backfill basis in your Content. You may not sell advertisements on the Snapchat application, unless otherwise agreed by us in writing.

5. Payment

Our payment to you will be due and payable within 60 days following the end of each month. Each of us will be responsible for paying any taxes, duties, or fees for which we are legally responsible. If and to the extent any payment hereunder is subject to value-added taxes, goods and services taxes, sales and use taxes or similar taxes, the payee will provide the payor with a valid tax invoice separately stating such taxes. If, under applicable law, taxes are required to be deducted or withheld from any payment to you, then we may deduct such taxes from the amount payable to you and pay such taxes to the appropriate taxing authority as required by applicable law. You agree and acknowledge that payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under these Terms. You will provide us with any forms, documents or other certifications as may be required to satisfy any information reporting or withholding tax obligations with respect to any payments under these Terms. Unless otherwise agreed in writing, all payments will be made in U.S. dollars via wire transfer of immediately available funds to an account designated by the receiving party.

6. Measurement

We may in our sole discretion conduct (1) Surveys or (2) advertising measurement for any advertisements on your Content. Snap will own all data related to your Content, including, but not limited to, Survey and measurement results. Any data that Snap shares with you will be Snap’s Confidential Information (defined below) and may not be disclosed by you without Snap’s written permission. You may not conduct advertising measurement for any advertisements on your Content without Snap’s written approval. “Surveys” mean any surveys, polls, or questionnaires that are interspersed within your Content.

7. Publicity

We each agree not to make any public statement regarding our relationship with the other without the other’s prior written approval in each instance (email to suffice).

8. License

You grant us a non-exclusive, royalty-free, worldwide limited license to (a) use, copy, cache, encode, index, host, store, reproduce, distribute, transmit, display, exhibit, publicly perform, archive, analyze, create algorithms based on, make available, and otherwise exploit your Content via the Snapchat application during the Term and (b) allow Snapchat end users to share (including sharing in any and all media via Snapchat’s embeddable media player, which is hosted on www.snapchat.com), download, and save any Shareable Content (defined below) and use the Snapchat application editing tools on any Shareable Content in perpetuity. “Shareable Content” means Content that you have not prohibited from being shared, downloaded, permanently saved, or modified by Snapchat end users using the tools we make available to you in the CMS. You understand that all Content will, by default, be designated Shareable Content, unless you designate it otherwise (which you may do at any time using the tools available to you in the CMS). If you designate any Content as non-shareable, you understand that shall not limit the scope of the license granted herein, unless otherwise agreed by the parties in writing.

You also grant us a license to use, or allow third parties on our behalf to use, your Content and, if applicable, any Assets (defined below) that you provide to us for the purposes of marketing, promoting, and advertising your Content, Snap, and Snap’s products and services, so long as we obtain your prior approval for each such use. You agree that, once approval has been obtained for a particular use, further approval shall not be required for uses that are identical or substantially similar in form and/or purpose.  

“Assets” mean any and all of the following provided and/or approved by you (email to suffice): logos, trademarks, and service marks; photos, videos, or other visual or audio-visual assets (including any copyright protectable elements thereof); any person’s actual or simulated likeness, including any photograph, voice, name, performance, poses, personal characteristics, or sounds; and the compositions and master recordings of any music.

9.  Anti-Corruption; Trade Control

You and Snap (for the purpose of this section, the “Parties”) agree to comply, and require that anyone acting on the Parties’ behalf comply, with all applicable anti-corruption laws,  rules, and regulations. That compliance will include, among other things, the following: the Parties and anyone acting on their behalf will not give, promise to give, offer, agree to give, or authorize the direct or indirect giving, of money or any other thing of value to anyone to induce or reward favorable action, forbearance of action, or the exercise of influence. Notwithstanding any other provision of these Terms, the non-breaching party may terminate this agreement if the other party breaches this provision.

 The Parties agree that their performance under these Terms will comply with all applicable economic sanctions, export control laws, and anti-boycott laws.  The Parties represent and warrant that (1) neither party (or any parent, subsidiary, or affiliate involved in performing these Terms) is included on any restricted party list maintained by any relevant government authority, including by way of example the U.S. Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the U.S. Treasury’s Office of Foreign Assets Control and the Denied Parties List, Unverified List and Entity List maintained by the U.S. Bureau of Industry and Security (“Restricted Party Lists”), and (2) such party is not owned or controlled by anyone on a Restricted Party List. In performing these Terms, such party 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. You agree that Snap will not be required to act or abstain from action in connection with these Terms if such action or abstention would violate the laws of any applicable jurisdiction.

10.  Confidentiality

We each agree that these Terms, as well as any other non-public information that either of us provides to the other in connection with these Terms that the recipient knows or reasonably should know is confidential (“Confidential Information”), will be held confidential and not disclosed to any third party, unless the Confidential Information becomes public through no fault of the recipient or is otherwise communicated to the recipient free of any obligation of confidence. Each of us may disclose Confidential Information as required by valid statutory or regulatory obligation, subpoena, discovery mechanism, investigatory demand, or judicial order, so long as the disclosing party (a) gives the non-disclosing party prompt notice of any request for disclosure, (b) cooperates with any attempt by the non-disclosing party to prevent, limit, or condition the disclosure pursuant to such request, and (c) complies with any protective order, grant of confidential treatment request, or other limitation that may be imposed on such disclosure.

11.  Limitation of Liability

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 14 OF THESE TERMS, EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (“CARVE-OUT CLAIMS”), IN NO EVENT WILL A PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS PAYABLE DUE TO CARVE-OUT CLAIMS OR OUTSTANDING PAYMENTS FOR ADVERTISING, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED $50,000. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT THE FOREGOING LIMITATION OF LIABILITY.  TO THE EXTENT THAT ANY PARTICULAR LIMITATION OF LIABILITY PROVIDED FOR IN THIS CLAUSE IS UNENFORCEABLE UNDER ANY APPLICABLE LAW, THAT PARTICULAR LIMITATION SHALL NOT APPLY AND THE REMAINING LIMITATIONS SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT BEING IMPAIRED OR INVALIDATED.

You acknowledge that Snapchat end users may make use of your Content for purposes other than those specified in these Terms. You agree that we are not liable to you for any claims based on, or arising from, any Snapchat end user content, including, but not limited to, Snapchat end user content that makes use of your Content.

12.  Arbitration and Governing Law

All disputes arising out of or in connection with these Terms will be finally settled under the rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules. If the ICC or the parties decide that the tribunal will consist of three arbitrators, each party will nominate a co-arbitrator and the two co-arbitrators will jointly nominate the third arbitrator, who will serve as the presiding arbitrator. These Terms, including this arbitration provision, and any disputes related to or in connection with these Terms, will be governed and construed in accordance with (a) the laws of the state of California, except for its conflict-of-laws principles, if you are headquartered in the United States and the legal seat of the applicable arbitration will be Los Angeles, California, or (b) the laws of England and Wales, except for its conflict-of-laws principles, if you are headquartered outside of the United States and the legal seat of the applicable arbitration will be London, United Kingdom. The language of the arbitration will be English.

13.  Waiver of Sovereign Immunity

TO THE EXTENT THAT YOU ARE IN ANY WAY ABLE TO CLAIM IMMUNITY OR EXEMPTION FROM SUIT, EXECUTION, ATTACHMENT, OR OTHER LEGAL PROCESS, EITHER FOR YOURSELF OR YOUR ASSETS, YOU IRREVOCABLY WAIVE, AND AGREE NOT TO CLAIM, THAT IMMUNITY TO THE FULLEST EXTENT PERMITTED BY LAW WITH RESPECT TO ANY CLAIM BROUGHT BY SNAP AGAINST YOU IN RELATION TO THESE TERMS.

14.  Indemnification

Each of us agree to indemnify, defend, and hold harmless the other and the other’s affiliates, directors, officers, shareholders, members, authorized representatives, employees, agents, successors, and assigns (collectively, “Party Representatives”) from and against any claims, losses, liabilities, damages, costs, settlements, and other expenses (including reasonable outside attorney’s fees) (collectively, “Claims”) that are based on or arise from any third-party Claim caused by any breach or alleged breach of any of our respective representations, warranties, or obligations, in these Terms. You further agree to indemnify Snap’s Party Representatives from and against any Claims that are based on or arise from any Claim that (a) your Content, Assets, or Snap’s use of your Content or Assets as authorized by these Terms, infringes, violates, or misappropriates any third-party rights, including under contracts, copyright, neighboring rights, trademark, trade dress, patent, publicity, name, voice, likeness, privacy, trade association policies, or other applicable law; (b) your Content or Assets contain material that is libelous, defamatory, pornographic, hate-related, excessively violent, or that violates or encourages conduct that would violate any criminal laws or any other applicable laws, rules, or regulations; (c) you have not paid any amounts that are or become payable to any unions, guilds (including but not limited to, residuals and reuse fees), suppliers, musicians, composers (including, without limitation, sync license fees), public performance societies (e.g., ASCAP, BMI, SACEM, and SESAC), actors, employees, independent contractors, service providers, and any other rights-holders in connection with the distribution of your Content and Assets pursuant to these Terms; (d) you do not have the power, authority, or right to agree to these Terms, to perform the obligations in these Terms, or to grant the rights and licenses contained in these Terms; (e) your Content, Assets, and the performance of your obligations under these Terms do not comply with all applicable laws, rules, and regulations in the territories in which your Content and Assets are distributed; (f) your agreement to these Terms conflicts with any agreements you’ve made with, or obligations you owe to, any third parties; (g) you have not obtained, or have not maintained in full force and effect, all rights, licenses, authorizations, and consents necessary for Snap to use and enjoy the rights granted to it under these Terms, or you have not validly granted such rights to Snap; and (i) there are any actions, claims, demands, lawsuits, liens, encumbrances, or other proceedings pending, outstanding or threatened that may adversely interfere with or prejudice the rights you grant to Snap in these Terms. The indemnified party must promptly notify the indemnifying party of any Claim, but any delay in doing so will not relieve the indemnifying party of any of its obligations unless the indemnifying party is actually prejudiced by such delay.

15.  Independent Contractors

Each party will perform its obligations as an independent contractor and will be solely responsible for its own financial obligations. Nothing contained in these Terms will be construed to imply a joint venture or principal or agent relationship among the parties, and no party will have any power to create any obligation on behalf of any other.

16.  Severability; Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. Failing to insist upon strict performance of any provision of these Terms, or to exercise any rights provided for in these Terms, will not be deemed a waiver of such provision or right going forward. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

17.  Notices

Any notice or communication permitted or required by these Terms will be in writing and will be delivered in person or by email and addressed as set forth in these Terms or to such other address as a party may provide from time to time to the other party. In addition, for all legal notices to Snap, you agree to send a copy to: Snap Inc., Attn.: General Counsel, 3000 31st Street, Santa Monica, CA 90405, and legalnotices@snap.com. If notice is given in person or by email, it will be effective upon delivery; if notice is given by mail, it will be effective three business days after deposit in the mail.

18.  Assignment

No right or obligation of a party under these Terms may be assigned, delegated, or otherwise transferred without the express prior written consent of the other party, except (a) Snap may assign its rights or obligations under these Terms to an affiliate, and (b) each party may assign these Terms to a successor in interest to substantially all of its business or assets. These Terms will bind each party and its successors and assigns.

19.  Entire Agreement; Amendments

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous representations, understandings, agreements, or communications between the parties relating to the subject matter hereof, including any other content agreements previously agreed to by you and Snap (unless otherwise agreed in writing between us). Any amendments, modifications, supplements, waivers, or other changes to these Terms must be in writing and signed by duly authorized representatives of each party. Section headings are provided solely for the convenience of the parties and are to be ignored in construing these Terms.  In the event of any conflict between the English language version of these Terms and any foreign language translations, the English version shall prevail.

20.  Termination

Either party may terminate their agreement to these Terms upon written notice if the other party (a) fails to cure a material breach within 30 days after receiving notice from the non-breaching party; (b) experiences any of the following events and it is not discharged within 60 days: (i) is declared bankrupt by a court of competent jurisdiction, (ii) a petition is filed by or on behalf of such other party for (or consent by such other party to) any relief under any bankruptcy or other debtor’s relief act; or (iii) a receiver, liquidator, trustee, or custodian is appointed for all or a substantial part of such party’s assets (whether or not at the petition of such party); or (c) breaches the confidentiality obligations set forth in these Terms. 

21.  Survival

Sections  9 – 24  of these Terms will survive the termination or expiration of these Terms. Upon expiration or termination of these Terms, or the licenses contained in Section 8, you will immediately remove all Content that you uploaded to the CMS pursuant to these Terms from the Snapchat application.

22.  Force Majeure

In the case of events beyond the reasonable control of either party, a party will not be in breach of these Terms for failing to fulfill its obligations, so long as it uses diligent efforts to remedy such event. For the avoidance of doubt, acts or omissions by a governmental body (a) that owns your corporate entity in whole or in part or (b) in which an individual or entity that has an official position in your corporate entity shall not be deemed to be events of force majeure excusing you from performance. 

23.  Promotions

If you use your Content or any part of the Snapchat application as part of a sweepstakes, contest, or other promotion (each, a “Promotion”), you will be solely responsible for complying with all laws, rules, and regulations applicable to such Promotion in each jurisdiction where the Promotion is administered, as well as with the Snapchat Promotions Rules available at https://support.snapchat.com/a/promotions-rules. Unless otherwise expressly agreed in writing, Snap will not be a sponsor or administrator of such Promotion.

24.  Disclaimer

EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW.