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 Audience Network Terms form a legally binding contract between you and Snap, govern the use of the Snap Developer Program for Snap’s audience network (“Snap Audience Network”), and are incorporated into the Snap Developer Terms. Some terms used in these Snap Audience Network Terms are defined in the Snap Developer Terms or Business Services Terms.

a. Subject to you complying with these Snap Audience Network Terms, Snap may serve advertisements (“Ad”) via Snap Audience Network in each Application approved by Snap.

b. If applicable: (i) you will provide Snap details of your auction’s dynamics, including whether the auction is based on a first-price auction or second-price auction, prior to Snap submitting its first bid; (ii) you will provide Snap with written notice prior to any changes to your auction’s dynamics; (iii) you will send Snap only one bid request per ad impression and will send to Snap at least the signals that you send to similarly-situated auction participants; (iv) you agree that you will offer Snap an equal opportunity to compete in your auction with other auction participants for similar services, products, or segments; and (v) If Snap does not win the auction for a particular ad impression in which it bid, you will provide Snap with details as to why Snap did not win the auction.

a. If you send to Snap or its affiliates any personal data via Snap Audience Network, the Personal Data Terms apply. 

b. You will maintain the confidentiality and security of Business Services Data relating to your use of the Snap Audience Network by maintaining safeguards that are designed to: (i) protect the security and integrity of that Business Services Data while it is within your systems; and (ii) guard against the accidental or unauthorized access, use, alteration, or disclosure of the Business Services Data within your systems. You will destroy that Business Services Data (except with respect to Business Services Data that does not identify Snap, Snap’s affiliates, or any user of the Services in any way) the sooner of: (i) 30 days from receipt of that data; and (ii) when you no longer have a legitimate business need to retain that data.

c. Subject to the restrictions in the Snap Developer Terms and Business Services Terms, and except as Snap may otherwise approve in writing, you may use Business Services Data that Snap makes available to you in connection with Snap Audience Network only for your internal purposes to optimize your use of the Business Services for Snap Audience Network.

a. Each month for the Ads Snap sells and displays in your Application(s) via Snap Audience Network during that month, based solely on Snap’s measurements, Snap will pay you, as applicable: (i) a percentage of the undisputed Revenue Share; or (ii) the Auction Fees. For purposes of these Snap Audience Network Terms: (i) “Auction Fees” means the price at which the auction clears and the impression is sold to Snap if Snap wins the auction; (ii) “Revenue Share” means the amounts actually received by Snap from the distribution of Ads in your Application(s), less Revenue Share Deductions; and (iii) “Revenue Share Deductions” mean: (1) taxes, if any, required to be collected, withheld or paid with respect to such amounts (except taxes on net income); (2) any and all refunds to advertisers; and (3) any and all actual out of pocket costs of third-party measurement relating to the Ads. 

b. If you earn any payouts in accordance with this Section, Snap will pay you within 45 days following the end of each calendar month. All payments will be made in U.S. dollars via wire transfer of immediately available and Snap-approved funds to an account designated by you and will be net of any transaction, refunds, measurement fees, and general and administrative fees. Snap will not be liable for any failure to remit payment if you do not provide the appropriate information to transfer such funds to you. Additionally, Snap reserves the right to deduct from any payments due or payable to you, any amounts that are past due and remain uncollected by Snap from you in connection with any other Snap product or service. You are responsible for paying any taxes, duties or fees for which you are legally responsible in connection with transactions under these Snap Audience Network Terms. Amounts paid to you by Snap are inclusive of any applicable sales, use, excise, value added, goods and services, or similar tax. If, under Applicable Law, taxes are required to be deducted or withheld from any payments to you, then Snap will deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by Applicable Law. Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under these Snap Audience Network Terms. You will provide to Snap any forms, documents or other certifications as may be required by Snap to satisfy any information reporting or withholding tax obligations with respect to any payments under these Snap Audience Network Terms.

These Snap Audience Network Terms set forth the entire understanding and agreement between you and Snap with respect to Snap Audience Network, and supersede all other agreements between you and Snap regarding Snap Audience Network.