These Snap Content API Terms (“API Terms”) form a legally binding contract between Snap and the Company identified on the Order Form (“Order Form”) which incorporates these API Terms (“you” or “Company,” and collectively with Snap, the “Parties”). For purposes of these API Terms, “Snap” means Snap Inc. if Company’s principal place of business is in the United States or Snap Group Limited if Company’s principal place of business is outside the United States.

These API Terms will govern Snap’s, its affiliates’, and any of their respective users’ access to and use of the content, data, and other assets made available by you (“Assets”) via API, RSS Feed, or other automated solution you make available to access Assets (“API”). Assets may include:

• Logos, trademarks, service marks, or other brand elements;

• Photos, videos, or other visual or audio-visual assets;

• Any person’s actual or simulated likeness, including any photograph, voice, name, performance, poses, personal characteristics, or sounds;

• Data, statistics, or information; and

• The compositions and master recordings of any music.

The Parties agree and acknowledge that, as between you and Snap: (a) you are the exclusive owner in and to the Assets, subject to the licenses granted below; and (b) Snap is the exclusive owner in and to Snap’s products and services, all content (excluding Assets) accessed or created via Snap’s products and services, and all Snap materials and technology available on or used to support Snap’s products and services.

a. API Access. You grant a non-exclusive, worldwide, royalty-free, fully-paid license to Snap and its affiliates to install, integrate, implement, access and use any API and to make such Assets available to Snap, its affiliates, and their respective users. Snap agrees not to sell or lease Assets on a standalone basis to any third party except as otherwise permitted under these API Terms. 

b. Assets. You grant to Snap and its affiliates a non-exclusive, royalty-free, worldwide, unlimited and sublicensable (to Snap and Snap’s affiliates’ users and service providers) license during the Term (and perpetually to the extent an Asset is incorporated into Snap’s products and services or any content) to use, archive, copy, cache, encode, store, reproduce, distribute, transmit, synchronize, publicly display, publicly perform, communicate to the public, analyze, create algorithms based on, prepare derivative works of, and otherwise exploit the Assets in connection with Snap’s products and services, including for purposes of marketing, promoting, and advertising Snap and Snap’s affiliates’ and their respective users’ products and services. 

c. No “click to accept” agreement, “click through” agreement, “license agreement” (including any open source or creative commons agreement), “terms of use,” “terms of service,” “privacy policy” (or other terms or conditions including those referenced therein) that may be referenced by you on your products, services, or otherwise, will apply or have any effect with respect to the licenses and matters provided for in these API Terms. 

d. Each Party acknowledges and agrees that it will not provide the other Party with information relating to an identified or identifiable natural person (“Personal Data”) pursuant to these API Terms. 

These API Terms will last for an initial period as set out in the Order Form (“Initial Term”) and will then renew automatically for additional renewal periods set out in the Order Form (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless either you or Snap opts out of auto-renewal in writing no fewer than 60 days before the end of the Initial Term or a Renewal Term, whichever is applicable.

Either Party may terminate these API Terms immediately upon written notice if the other Party materially breaches these API Terms. Upon the termination or expiration of these API Terms, the licenses granted in Section 2 will expire immediately, except with respect to: (a) marketing material that Snap or its affiliates have already distributed; (b) user-generated content that users have already created incorporating the Assets, the licenses for each of which will extend perpetually; or (c) any wind-down periods noted in the Order Form, during which API calls may continue after the date of termination subject to applicable payment terms.

You represent and warrant that: (a) you have the rights to license the API and Assets to Snap as described in these API Terms; (b) the API and Assets comply with applicable laws, rules, and regulations, and are suitable for audiences ages 13 and up; (c) the Assets will comply with the Community Guidelines at all times; (d) your agreement to these API Terms does not conflict with your other obligations, including any third-party contracts; (e) the use of the API and Assets as described in these API Terms does not and will not infringe any third-party rights, including under contract, copyright (including public performance rights for any music), trademark, right of publicity, privacy, trade association, or other applicable laws, rules or regulations; and (f) except as necessary to provide Assets via an API, you or anyone acting on your behalf will not collect or use any data, including Personal Data, about Snap, its affiliates, or any of their respective users resulting from their use of the Assets for any purpose, including using that data for your own benefit or for the benefit of any affiliate or other third party. Notwithstanding the foregoing, you will use any performance data Snap may provide to you (such as monthly API usage data) for internal business purposes only.

EXCEPT AS SPECIFICALLY SET FORTH IN THESE API TERMS, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

You and Snap agree to comply, and require that anyone acting on a Party’s behalf comply, with all applicable anti-corruption laws and rules, economic sanctions, and export control laws. Notwithstanding any other provision of these API Terms, if a Party breaches the foregoing obligation, the non-breaching party may terminate these API Terms. The Parties represent and warrant that: (a) neither Party (or any parent, subsidiary, or affiliate involved in performing these API 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 (“Restricted Party Lists”); and (b) such Party is not owned or controlled by anyone on a Restricted Party List. In performing these API Terms, neither Party will do business with or provide goods or services, directly or indirectly, to anyone on a Restricted Party List or to any country with which trade is prohibited by any applicable sanctions. You agree that neither Party will be required to act or abstain from action in connection with these API Terms if such action or abstention would violate the laws of any applicable jurisdiction.

You agree that you will not disclose any information provided by Snap to you without Snap’s prior written consent.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE API TERMS, LIABILITIES RELATING TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR YOUR BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN THESE API TERMS (“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 API TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS PAYABLE DUE TO CARVE-OUT CLAIMS, EACH PARTY’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE API TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO YOU BY SNAP IN CONNECTION WITH THESE API TERMS IN THE 12-MONTH PERIOD BEFORE THE RELEVANT CLAIM AROSE. 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 API TERMS WITHOUT THE FOREGOING LIMITATION OF LIABILITY.

Unless you’re contracting with Snap Inc., nothing in these API 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.

You acknowledge that users may make use of the Assets for purposes other than those specified in these API Terms. You agree that neither Snap nor its affiliates are liable to you for any claims based on, or arising from, any user content, including content that makes use of the Assets.

If these API Terms are between you and Snap Inc, these API Terms and any actions related to them will be governed by laws of the State of California, without giving effect to any conflicts-of-laws principles. Any disputes related to or arising from this Agreement must be brought exclusively in the United States District Court for the Central District of California, but if that court would lack original jurisdiction over the litigation, then the Superior Court of California, County of Los Angeles will be the exclusive forum to resolve the litigation. The Parties consent to personal jurisdiction in both courts. If these API Terms are between you and Snap Group Limited, these API Terms and any actions related to them will be governed by English law and the Parties irrevocably submit to the exclusive jurisdiction of the English courts to handle any dispute or claim arising out of or in connection with these API Terms or their subject matter or formation (including non-contractual disputes or claims).

Each Party agrees to indemnify, defend, and hold harmless the other Party and that Party’s affiliates, directors, officers, shareholders, members, authorized representatives, employees, agents, users, successors, and assigns from and against any claims, losses, liabilities, damages, costs, settlements, and other expenses (including reasonable outside attorneys’ fees) (collectively, “Claims”) that are based on or arise from any third-party Claim caused by any breach or alleged breach of the indemnifying Party’s representations, warranties, or obligations, in these API 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.

You agree not to make any public statement regarding your relationship with Snap, its affiliates, or their respective users without Snap’s prior written approval in each instance.

If any provision of these API Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated.

No right or obligation of a Party under these API Terms may be assigned, delegated, or otherwise transferred without the express prior written consent of the other Party. 

The post-termination provisions of Section 3, as well as Sections 4-20, will survive termination or expiration of these API Terms.

If you use any part of the Snapchat application or Snap’s other products and services as part of a sweepstakes, contest, or other promotion, you must comply with the Snapchat Promotions Rules available at https://support.snapchat.com/a/promotions-rules.

The Parties agree that Snap is not obligated in any way to use or distribute the Assets, and will have no liability if, in its discretion, it elects to stop using or distributing the Assets.

Snap may update these API Terms at any time and will notify you of any material updates. You agree to be bound by the updates if you continue to provide the API after those updates become effective.

Each Party will perform its obligations as an independent contractor and will be solely responsible for its own financial obligations.

Notices required under these API Terms must be in writing and sent to the addresses in the Order Form or any other address that a Party specifies in writing. Notice will be deemed given upon personal delivery, upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested, or upon valid transmission through email.

References to a section include all its subsections. The section headings are for convenience only and will not affect how these API Terms are construed. Unless these API Terms refer specifically to “business days,” all references to “days” mean calendar days. These API Terms are to be interpreted as if jointly drafted by the Parties, and no provision is to be construed against any Party because it was drafted by that Party. The words “include,” “includes,” or “including” mean “including, without limitation.”

These API Terms and any Order Form to which these API Terms are attached 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. If there is a conflict between these API Terms and the Order Form, the terms of the Order Form will prevail.