These Insertion Order Terms (the “Terms”) govern advertising services detailed on Insertion Orders (each an “IO”) provided and managed by the Snap entity listed on the applicable IO (“Managed Services”). Each of Snap Inc. and its affiliates (“Snap”) on the one hand, and you on the other, are individually referred to as a “party” and collectively as the “parties.”

These Terms incorporate by reference and are subject to the Snap Community Guidelines, Advertising Policies, Brand Guidelines, Snapcode Usage Guidelines, any creative and technical specifications and due dates set forth by Snap, and all other Snap policies or guidelines governing the use of Snap’s products or services (collectively, “Policies”), as well as the applicable Snap Terms of Service. For clarity, these Terms do not govern the use of Snap’s self-service business products and services (the “Business Services”), which are governed by the Business Services Terms; nor do these Terms govern production of any Ads to run on the Business Services, which are governed by the Creative Services Terms.

a. “Ad” means any ad listed on an IO.

b. By executing an IO, you agree to: (i) these Terms; (ii) the terms applicable to the Managed Services on the IO (“Program Terms”); and (iii) the IO, including any additional terms listed on the IO, as applicable (collectively, the “Agreement”).

If Advertiser is located in the United States, and an agent, or any other person, organization, or entity (“Agency”), enters into the IO on behalf of an Advertiser, then: (a) “Advertiser” is the entity on whose behalf the Agency is purchasing the advertising products; (b) Agency represents and warrants that it is the authorized agent of the Advertiser, it has legal authority to enter into the Agreement on behalf of the Advertiser, and it can make all decisions for Advertiser related to the Agreement; and (c) the definition of “you” and “your” includes both Advertiser and Agency. Agency agrees that Snap may send invoices and campaign reporting directly to the Advertiser.

If Advertiser is located outside of the United States, and an Agency enters into the IO, then (w) “Advertiser” is the advertising client or other entity for which Agency accesses the Managed Services; (x) Agency agrees on behalf of itself and the Advertiser to be bound by the Agreement; (y) if Agency is acting as legal agent on behalf of an Advertiser, then Agency represents and warrants that (i) Agency is the authorized legal agent on behalf of Advertiser and is authorized to, and will bind Advertiser to this Agreement; (ii) Agency has legal authority to enter into the Agreement as agent on behalf of the Advertiser, and it can make all decisions for Advertiser related to the Agreement (and agrees to provide evidence of the same to Snap upon request); (iii) all of Agency’s actions in connection with this Agreement are and will be within the scope of the agency relationship between Agency and Advertiser; and (iv) the definition of “you” and “your” includes both Advertiser and Agency (z) if Agency is acting as principal at law with respect to Advertiser in relation to the Managed Services, then “you” and “your” mean Agency, Agency will procure that Advertiser complies with any obligations ascribed to Advertiser under this Agreement, and Agency will remain primarily liable for any obligations ascribed to Advertiser under this Agreement.

Agency agrees that Snap may, if required by Applicable Law, send invoices or campaign reporting directly to the Advertiser. Agency must notify Snap if it (or its activities in connection with this Agreement) is subject to any local transparency laws, regulations or rules which place obligations on Snap and will, if required by Applicable Law or requested by Snap, provide Snap any information relating to each Advertiser, and update that information as necessary. For purposes of this Agreement, “Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.

Payments for orders via the Managed Services are governed by the Payment Program Terms below. You authorize Snap to obtain credit reports on you from one or more credit bureaus. Snap may extend, revise, or revoke credit to you at any time in its sole discretion.

You will not (a) interfere or attempt to interfere with the proper working of any website, mobile application, or other media platform owned, operated, or controlled by Snap or its affiliates (“Platform”), or any other Snap system; (b) gather, access, or otherwise process any information relating to an identified or identifiable natural person via the Platform or any other Snap system for any purpose without the prior written consent of Snap; (c) transmit into any Snap system 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; (d) except with respect to automated means made available by Snap or as authorized by Snap in writing, use any automated means to access or manage your use of the Managed Services, including accessing, monitoring, scraping, or copying any Snap system, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise; (e) use or publicly display anything created via the Managed Services other than on the Platform unless expressly permitted in writing by Snap; or (f) resell Managed Services unless expressly permitted in writing by Snap. For purposes of these Terms, "Personal Data," means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

You represent and warrant that (a) neither you, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate - for example, the United States Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) you are not owned or controlled by such a restricted party; (c) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) in the performance of this Agreement, you 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; (e) you have the full power and rights to perform your obligations under this Agreement; (f) you will comply with Applicable Law and these Terms in your performance under this Agreement; (g) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization; and (h) all information provided by you to Snap is complete and accurate in all material respects.

If you provide Snap any Personal Data, you (a) represent and warrant that (i) the providing party has all necessary rights and consents to disclose the Personal Data of each Data Subject; and (ii) you or another providing party has properly informed each Data Subject of the disclosure of their Personal Data; and (b) agree to Snap’s use of such Personal Data to fulfill Snap’s obligations under the Agreement.

Agency further represents and warrants that (a) it is authorized to bind each Advertiser to these Terms and any IO; and (b) all of its actions in connection with these Terms are and will be within the scope of the agency relationship between Agency and each Advertiser.

You agree, to the extent permitted by Applicable Law, 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) your actual or alleged breach of this Agreement; (b) your use of products or services provided by a third party in connection with the Managed Services, even if recommended, made available, or approved by Snap; (c) any fraud or misrepresentation by you in connection with this Agreement; and (d) your gross negligence or willful misconduct in connection with this Agreement.

Snap will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. Snap will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without Snap’s prior written consent, which Snap may provide in its sole discretion. Snap may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.

Except as permitted by Snap in the Policies, you will not make any public statements (a) regarding the substance of this Agreement; or (b) using Snap’s or its affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you by Snap. In the event such use is permitted in the Policies, such use will inure solely to Snap’s benefit and will be revocable at any time in Snap’s sole discretion.

The Introduction and Sections 2-20 will survive cancellation of any IO or expiration of the Agreement. In addition, those provisions that by their nature are intended to survive cancellation of any IO or expiration of the Agreement will so survive.

If you are located in the United States, then the laws of California, except for its conflict-of-laws principles, govern this Agreement and any proceedings arising out of or relating to this Agreement, or its subject matter, including any tort claims. Any such proceedings will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then the dispute will be litigated exclusively in the Superior Court of California, County of Los Angeles. The parties consent to personal jurisdiction in both courts. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, 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 located outside of the United States, then this Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts to handle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

YOU AGREE THAT THE DISCLAIMERS AND LIMITATION OF LIABILITY IN THE SNAP TERMS OF SERVICE APPLY TO YOUR USE OF THE MANAGED SERVICES, EXCEPT THAT IN NO EVENT WILL SNAP AND ITS AFFILIATES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE MANAGED SERVICES (HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION, MISREPRESENTATION, OR OTHERWISE) EXCEED THE GREATER OF $500 USD AND THE AMOUNT YOU PAID SNAP FOR ANY PAID MANAGED SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.

Your use of products or services provided by a third party in connection with the Managed Services is at your own risk and is subject to the third-party’s terms. To the fullest extent permitted by law, Snap is not liable for any damages or losses incurred by you as a result of your use of those products or services.

Unless you’re 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.

All notices must be in writing. Notice will be deemed given (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted by email. All notices to Snap must be sent to: Snap Inc., 3000 31st Street, Santa Monica, CA 90405, Attn: General Counsel and also via email to legalnotices@snap.com. All notices to you will be sent to the email address or street address that you have listed on the IO. You agree that all agreements, notices, disclosures, and other communications that Snap provides to you electronically satisfy any legal requirement that those communications be in writing.

These Terms do not establish any agency, partnership, or joint venture between you and Snap.

In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

References to a Section include all of its subsections. The Section headings are for convenience only and will not affect how this Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. In the Agreement, “you” and “your” mean the entity executing the IO (for Agencies, please also see Section 2 above). The words “include,” “includes,” and “including” mean “including without limitation.”

Snap may update these Terms, any additional terms described in these Terms, the Policies, the Snap Inc. Terms of Service, and the Snap Privacy Policy at any time. You agree that Snap may notify you of any such updates via email, via posting the updates on the Terms link or on any other Snap Platform, or via another method reasonably selected by Snap. Thereafter, your use of the Managed Services (or engaging in such other conduct as Snap may reasonably specify) constitutes acceptance of and agreement to those updates. Any other amendments, modifications, supplements, waivers, or other changes to the Agreement must be in writing and signed by duly authorized representatives of each party.

Excluding payment obligations, neither you nor Snap will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond the party’s reasonable control (“Force Majeure Event”). If a Force Majeure Event has continued for five business days, Snap and you will have the right to cancel the remainder of the IO without penalty.

If there is a conflict between these Terms, any Program Terms, and any IO, the conflict will be resolved according to the following order of precedence (a) Program Terms, (b) Terms, and (c) the IO. Notwithstanding the foregoing, the IO may amend the Terms or the applicable Program Terms if the amended terms contained in such IO (i) specifically identify the provision(s) of the Program Terms or the Terms they amend and (ii) the IO is fully executed. Any amendments made in an IO will apply only to that IO.

You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the express prior written consent of Snap. This Agreement will bind each party and its successors and assigns. Snap may assign this Agreement, including all rights and obligations under it, to any of its affiliates.

a. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

b. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement will be binding on Snap unless expressly agreed to in writing by Snap. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

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

d. You may not disclose any nonpublic information shared by Snap, including all information regarding alpha or beta products or programs.

e. You and Snap confirm that it is each party’s wish that this Agreement, as well as related documents, including all notices, be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.

f. You acknowledge that Snap may present this Agreement in a language other than English for your convenience, but that you are only agreeing to the English version of this Agreement. If there is a conflict or inconsistency between this Agreement in English and in any other language, the English version governs.

The Payment Program Terms apply to all payments due by you for Managed Services.

All Ads that run via the Managed Services will be billed solely on Snap’s measurements unless stated otherwise.

If the Managed Services are subject to taxes, fees, or charges, Snap may charge you for those taxes, fees, and charges in addition to the cost of the Managed Services (collectively, “Charges”), and you agree to pay Charges at the rates in effect when incurred. If your order is subject to taxes (including value-added or goods and services taxes) and you are required by Applicable Law to remit and report those taxes, you agree to remit and report such taxes to the appropriate taxing authority. If you are required to withhold or deduct any taxes, you will (a) pay to Snap any additional amount necessary so that Snap receives a net amount equal to the Charges set forth in the applicable invoice; and (b) send to Snap on a timely basis and as otherwise reasonably requested by Snap all official tax receipts or other documentation required by Applicable Law proving you complied with the requirement to withhold or deduct those taxes.

If Snap requests, you will provide a valid VAT ID or other tax identification number for you and for Advertiser (where required).

a. If your credit is or becomes impaired, Snap may require payment in advance of the start date of any campaign and may terminate or suspend any current or future campaigns.

b. Invoice. Snap will send an invoice for all Charges to the email address listed on the IO or applicable agreement for Managed Services. You agree to pay all Charges within 30 days from the invoice date. You must raise any dispute of an invoice within 30 days from the date you receive the invoice.

c. Sequential Liability. If an Agency enters into the IO as authorized legal agent on behalf of an Advertiser, then (i) Agency will be responsible for payment solely to the extent Agency has received payment from Advertiser; and (ii) if Advertiser has not paid the full amount due, Snap may immediately seek payment directly from Advertiser, and Agency will assist Snap in collecting the unpaid amounts, including by signing a declaration to confirm that the amounts due have not been paid. For the avoidance of doubt, if you are not acting as authorized agent on behalf of Advertiser, sequential liability will not apply even if otherwise authorized by Snap.

Upon request from Snap, Agency must immediately provide Snap written confirmation of the relationship between Agency and an Advertiser in a form agreed to by Snap. At a minimum, such confirmation must verify (i) whether Advertiser has paid Agency the amount of the Charges in question; and (ii) that Agency is Advertiser’s agent and is authorized to act on Advertiser's behalf in connection with the Managed Services and the Terms.

d. Credits. Snap may on occasion provide a credit, incentive, or other form of discount (“Discount”) in an amount and on terms and restrictions as provided by Snap. If you receive a Discount on an IO, and if required by Applicable Law, you will ensure the Discount is granted to Advertiser and will disclose the Discount to Advertiser.

e. Past Due Amounts. If your (i) payment method fails; or (ii) an invoice becomes past due, Snap may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Managed Services. You will pay all reasonable costs and expenses (including reasonable attorneys' fees) Snap incurs in collecting any late payment of Charges. Unless otherwise agreed by the parties, Agency and Advertiser are jointly and severally liable for any such costs and expenses.

f. Country-Specific Terms. If your principal place of business is located in any of the
countries listed below, the terms listed for that country apply to you in addition to the terms above.

China: The Charges are exclusive of Local VAT and Local Surcharges. You will remit and report the Local VAT and Local Surcharges to the appropriate Chinese tax authority on Snap’s behalf. Upon Snap’s request, you will promptly provide Snap proof of payment issued by the appropriate Chinese tax authority, including proof of the amount of the taxable revenue, the amount of Local VAT, and the amount of Local Surcharges relating to the Charges. You will not withhold any Local VAT or Local Surcharges from the Charges set forth in the applicable invoice. If you are required to pay any Local VAT or Local Surcharges by withholding or deducting such amounts from the Charges, you will pay to Snap any additional amount necessary so that Snap receives a net amount equal to the Charges set forth in the applicable invoice. For purposes of these Payment Terms (a) “Local VAT” means value-added tax (including any penalties and late payment surcharges) levied under Applicable Law in China; and (b) “Local Surcharges” means any taxes, duties or surcharges payable on the amount of Local VAT payable, including City Maintenance and Construction Tax, Education Surcharge, Local Education Surcharge, and any penalties and late payment surcharges.

France: In case of late payment, a penalty of three times the French legal interest rate will apply as from the date on which the payment is due; late payment will also give right to a fixed compensation for recovery fees of an amount of EURO €40.