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 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 who submits an order to purchase a Merchant Product.

“Customer Information” means Business Services Data (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 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, 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 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.

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. In addition to the obligations in the Business Services Terms and these Snap Merchant Terms, you will comply with the Merchant Policies.

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, including conducting studies or surveys relating to your use of the Business Services.

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.

In addition to the representations and warranties under the Business Services Terms, you represent and warrant that: (a) you, 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) 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) you will include in each Merchant Product Display all information, disclosures, and claims required under Applicable Law; (d) 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; (e) you will immediately notify Snap if any Merchant Product Display is false, misleading, or in any way contrary to Applicable Law; (f) 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; (g) 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 (h) 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 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 Business Services Data relating to the Merchant Services 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 Services; (ii) assessing the effectiveness and performance of your commerce sales on the Services; and (iii) planning your commerce sales on the Services. For purposes of clarity, you may not use Business Services Data for any advertising, marketing, or promotional purposes. If the Business Services Data includes any personal data, then without limiting any of your obligations with respect to the use of the Business Services Data, the Personal Data Terms apply. 

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.

These Snap Merchant Terms 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.