These Snap Repository Terms (“Terms”) form a legally binding agreement between you and either (i) Snap Inc. if you are an entity which has its principal place of business in the United States; or (ii) Snap Group Limited if you are an entity which has its principal place of business outside of the United States (“Snap”). These Terms govern your access and use of Snap’s repository (the “Repository”) and any software, APIs, documentation, data, code, information (including Snap Confidential Information), or other materials made available to you via the Repository (together with the Repository, “Snap Property”). As used in these Terms, “you” or “your” means the party who clicks the “Accept” or “Submit” button or otherwise accesses or uses the Snap Property and any company, entity, or organization on whose behalf that party is acting.  By clicking “Accept” or “Submit” or otherwise by accessing or using the Snap Property you agree to be bound by these Terms.  Snap may update these Terms at any time.  Snap may notify you of any such updates and your continued access or use of the Snap Property will constitute acceptance to such updates.

a. All Snap Property is made available to you at Snap’s sole discretion for the following purpose (“Purpose”): To enable you to assist Snap in the optimization and/or development of new features within the Snapchat mobile application utilizing capabilities from your device, including its firmware and software related to the device’s native camera (each a “Device Implementation”). Such assistance may include, but is not limited to, providing feedback or suggestions, and improving, testing, debugging, or modifying Snap Property, including source code (collectively, the “Services”). 

b. You must not access or use any Snap Property if you are barred from doing so under the laws of the United States or any other applicable jurisdiction including, for example, if you appear on the Restricted Party List or face any other similar prohibition in any jurisdiction. 

c. Services will only be performed by those of your employees authorized by Snap expressly in writing (email sufficient) (“Authorized Employees”). You will require Authorized Employees to agree in writing to comply with obligations at least as restrictive as those in these Terms. You will ensure that Authorized Employees comply with all applicable rules, regulations, policies, and instructions from Snap. Snap may remove any individual from the list of Authorized Employees at any time and you will cooperate with such removal.

d. You must protect, keep confidential, and not share any keys, credentials, passwords or access tokens provided to you by Snap for access and use of the Snap Property (“Credentials”) or otherwise provide access to the Snap Property to anyone other than the Authorized Employees. You will implement and maintain technical, physical, and administrative safeguards in accordance with then-current industry standards to protect the security and confidentiality of all Snap Property. Additionally, you must provide Snap with immediate written notice (i) of all incidents that result or may result in unauthorized use, reproduction, disclosure, modification, storage, destruction, corruption, or loss of any Snap Property or the Credentials; and (ii) if an Authorized Employee is no longer employed or engaged by you and will immediately take any actions necessary and/or required by Snap to secure, disable and/or update your Credentials to prevent any further access to the Snap Properties by such Authorized Employee. You are responsible for any activity that occurs using your Credentials.

a. You will deposit the SDK(s), documentation, information, data, technology, and other related materials in the Repository, including all modifications and updates thereto, as reasonably required or requested by Snap to enable the testing, development, integration, implementation, debugging, maintenance, and support of all mutually agreed upon Device Implementations (“Deposit Materials”). You will obtain Snap’s written approval (email acceptable) prior to depositing any Deposit Materials into the Repository.

b. You will use commercially reasonable efforts to promptly modify or update the Deposit Materials as needed to support the Device Implementations and in accordance with Snap’s recommendations.  Updates to the source code for any Deposit Materials will be made by you outside of the Repository and once updated, deposited into the Repository in replacement of the prior version.

c. You grant Snap and its affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use the Deposit Materials in connection with the Purpose, including to test, develop, integrate, implement, debug, maintain, and support all Device Implementations. 

d. Snap agrees that it will not modify, reverse engineer, or decompile the Deposit Materials without your prior written approval. 

a. Subject to these Terms, Snap grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to internally through your Authorized Employees: (i) use and access the Snap Property to carry out the Purpose; and (ii) access, use, and modify the Snap Property solely to the extent required to test, develop, integrate, implement, debug, maintain, and support a Device Implementation on behalf of and solely for the benefit of Snap and in accordance with the documentation and specifications included or provided with the Snap Property or provided by Snap from time to time.

b. You agree that you will not: 

i. access, perform work on, transfer, or copy the Snap Property outside of the Repository; 

ii. sell, rent, lease, sublicense, assign, syndicate, modify, reverse engineer, decompile, copy, reproduce, lend, disclose, distribute, transfer, create derivative works, or otherwise use the Snap Property except as expressly permitted under these Terms; 

iii. transmit into the Snap Property 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 Property or the Snapchat mobile application (“Malicious Code”);

iv. incorporate, combine, or otherwise cause the Snap Property to be distributed with any open source software that would cause the Snap Property, or any derivative thereof, to be subject to all or part of the license obligations or other intellectual property-related terms with respect to such open source software, including the obligations that the Snap Property, or any derivative thereof, be disclosed or distributed as source code, be licensed for the purpose of making derivatives of such software, or be redistributed free of charge;

v. incorporate any intellectual property or materials into the Deliverables or otherwise provide Snap with Deposit Materials that infringe upon or violate a third party’s intellectual property rights; 

vi. use the Snap Property for the purpose of identifying or providing evidence to support any potential patent infringement claim against Snap or any Snap affiliates; 

vii. alter or remove any copyright notice or other proprietary rights notices that may appear on any part of the Snap Property; or

viii. use, or permit any third party to use, the Snap Property to compete with or replicate any Snap applications, products, or services.

a. All Snap Property is and will remain the sole property of Snap or its applicable third-party licensors and will only be used by you for the Purpose in accordance with these Terms. All Deposit Materials are and will remain the sole property of you or your applicable third-party licensors and will only be used by Snap for the Purpose in accordance with these Terms. Except as provided in these Terms, nothing will be construed as granting any ownership right in, or license to, any of the Snap Property to you or any of the Deposit Materials to Snap. ALL RIGHTS OF EACH PARTY NOT EXPRESSLY GRANTED UNDER THESE TERMS ARE EXPRESSLY RESERVED BY THAT PARTY. 

b. Any: (i) improvements, modifications, or updates to, or derivative works created of, Snap Property by you or on your behalf; and (ii) other results from the Services, (“Deliverables”) are a “work made for hire” (as defined under the U.S. Copyright Act) and will be Snap Property. To the extent any Deliverable cannot be considered a “work made for hire” under applicable law, you assign to Snap all right, title, and interest in and to the Deliverable and all intellectual property rights within the Deliverable. You will execute any documents and take other steps Snap reasonably requests, at Snap’s expense, for Snap to protect and enforce Snap’s intellectual property rights under this Section.

c. In no event will you include any third-party code, software, or materials in the Deliverables without Snap’s express prior written approval in each instance.  In the event you incorporate any of your pre-existing intellectual property or third party intellectual property in the Deliverables that is not assignable or considered a “work made for hire” pursuant to Section 4.b above, you grant to Snap and its affiliates a non-exclusive, perpetual, royalty-free, non-revocable, worldwide, transferable, sublicensable, fully-paid license to use, archive, copy, cache, encode, store, reproduce, distribute, transmit, synchronize, publicly display, and publicly perform such intellectual property in the Deliverables to exploit the Deliverables as though they were a “work made for hire.”  

d. If either party elects to provide the other with any comments, suggestions, ideas, improvements, or feedback about their respective products or services (collectively, “Feedback”), such Feedback is provided as-is and the party receiving the Feedback may use that Feedback at its own risk without any obligation of confidentiality, attribution, compensation, or other duty to the party that provided the Feedback.

a. The party that receives Confidential Information, either directly or from a third party acting on that party’s behalf (“Recipient”) will: (i) use Confidential Information solely for the Purpose, unless otherwise agreed to by the party that discloses the Confidential Information, either directly or by a third party acting on that party’s behalf (“Discloser”) in writing; (ii) not disclose, distribute, or otherwise disseminate Confidential Information to anyone other than to its and its affiliates’ directors, employees, contractors, agents, and professional advisors (“Representatives”) who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Terms; (iii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, except that the Recipient must use at least reasonable care; (iv) promptly notify Discloser when it discovers that Confidential Information has been lost, used without authorization, or disclosed without authorization; and (v) be responsible if any of its Representatives violate this Section 5. “Confidential Information” means (A) any confidential and proprietary information that the Discloser or its affiliates disclose to the Recipient or its affiliates in connection with the Purpose; (B) these Terms; (C) the existence of a relationship between the parties; (D) Snap Property and the Credentials; or (E) any other information relating to, disclosed, accessed, received, stored, or collected (in each case, by or on behalf of, the Discloser) that is, or should be reasonably understood to be, confidential to the Discloser. 

b. Except for Snap Property, the Recipient’s obligations under Section 5.a do not extend to information that the Recipient can demonstrate by legally sufficient evidence: (i) is or becomes generally publicly available through no fault of the Recipient; (ii) was known to the Recipient free of any confidentiality obligations when it was disclosed to the Recipient; (iii) was later communicated to the Recipient without any confidentiality obligation; or (iv) is independently developed by the Recipient without using or referring to Confidential Information.

c. The Recipient may disclose Confidential Information to the extent required by applicable law. But the Recipient must promptly notify the Discloser in writing of the required disclosure and assist the Discloser in obtaining, at the Discloser’s expense, a protective order preventing or limiting the disclosure.

d. Each party acknowledges and agrees that the other party may be independently creating applications, content, features, functionality and other products and services that may be similar to its own products and services, and nothing in these Terms will be construed as restricting or preventing either party from creating and fully exploiting its independently developed products and services.

e. Upon termination of these Terms, or at any time upon either party’s written request, Recipient will return to Discloser, or if requested by Discloser, delete or destroy, all original and copies of the Discloser’s Confidential Information.

a. General Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full power to enter into these Terms and the full right, power and authority to perform its obligations under these Terms; (ii) it is an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization in which such party is formed or organized; (iii) it will comply with applicable law and applicable privacy standards in performing its obligations under these Terms; and (iv) its entry into and performance of its obligations under these Terms will not conflict with or result in a breach or violation of any other obligation or duty that it owes to a third party.  In addition, you represent and warrant that you are and will remain compliant with the requirements detailed in Section 3.

b. Anti-Corruption. Each party represents, warrants, and covenants that: (i) it will comply, and will require anyone acting on its behalf to comply, with all applicable anti-corruption laws, rules, and regulations; and (ii) it will not give, offer, agree to give, or authorize the direct or indirect giving of, anything of value to improperly influence action or inaction. Notwithstanding any other provision of these Terms, the non-breaching party may terminate these Terms without providing any cure period if the other party breaches this provision.

c. Trade Control. Each party represents, warrants, and covenants that: (i) its performance under these Terms will comply with all applicable economic sanctions, export controls, and anti-boycott laws; (ii) neither it nor any parent, subsidiary, or affiliate involved in the performance of these Terms is included on any restricted party list maintained by any relevant government authority, including the U.S. Specially Designated Nationals List and Foreign Sanctions Evaders List  (“Restricted Party Lists”); (iii) it is not owned or controlled by anyone on a Restricted Party List; and (iv) in the performance of these Terms, it 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. Notwithstanding any other provision of these Terms, the non-breaching party may immediately terminate these Terms without providing any cure period if the other party breaches this provision. In addition you agree that you will not import, export, reexport, or transfer Snap Property in violation of any applicable United States laws or the applicable laws of any other jurisdiction, or to any denied or prohibited person, entity, or embargoed country in violation of such laws, including Huawei Technologies Co., Ltd.

d. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT) WITH RESPECT TO ITS PERFORMANCE UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING,  THE SNAP PROPERTY IS PROVIDED “AS IS” AND SNAP DOES NOT MAKES ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE SNAP PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE.

a. You and Snap may each terminate these Terms immediately: (i) if the other party fails to correct a material breach of these Terms within 15 days after receipt of written notice of the material breach from the other party; or (ii) upon written notice to the other party following: (x) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts; (y) the other party making an assignment for the benefit of creditors; or (z) the other party’s dissolution. 

b. Snap may, at Snap’s sole discretion, at any time, and without notice terminate these Terms and/or suspend, or limit your access to or use of the Snap Property, or any portion thereof.  Upon termination of these Terms and/or your access to the Snap Property, or at any time upon Snap’s written request, you must immediately stop using and accessing the Snap Property and you may remove the Deposit Materials from the Repository.  

c. For the avoidance of doubt, any termination of these Terms will be without prejudice to Snap’s ongoing right to use your Deposit Materials as implemented in the Snapchat application.

a. Each party will indemnify, defend, and hold harmless the other, and its respective directors, officers, employees, and agents from and against any and all liabilities, damages, costs, and all associated expenses (including reasonable attorneys’ fees) from any third-party claims, complaints, demands, suits, proceedings, or other third-party actions (each, a “Claim”) arising out of or on account of any breach by a party of its representations or warranties under this these Terms.

b. The party seeking to be indemnified will promptly notify the indemnifying party in writing of any Claim, but any failure to notify the indemnifying party will not relieve you from any liability or obligation you may have under this Section, except to the extent you are materially prejudiced by that failure. The indemnified party will reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in connection with the defense, compromise, or settlement of any Claim. The indemnifying party will not compromise or settle any Claim in any manner without the indemnified party’s prior written consent, not be unreasonably withheld. The indemnified party may participate (at its cost) in the defense, compromise, and settlement of the Claim with counsel of its own choosing.

EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OBLIGATIONS ARISING OUT OF SECTIONS 5, 6, OR 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, UNDER THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

a. Notices. Snap may give notices to you by email. You must ensure that your contact and account information is current and correct, and promptly notify Snap in writing of any changes to such information. Notices provided by you to Snap must be in writing and sent to the following addressor any other address that Snap specifies in writing: (i) if to Snap Inc., 3000 31st St. Suite C, Santa Monica, CA 90405, Attn: General Counsel; with a copy to: legalnotices@snap.com; and (ii) if to Snap Group Limited, 7-11, Lexington Street, London, United Kingdom, W1F 9AF, Attn: General Counsel; with a copy to: legalnotices@snap.com. 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.

b. Survival. The following Sections will survive any termination of these Terms: Sections 1(d), 3(b), 4 through 6, 7(c) and 8 through 10, and any other provision of these Terms that contemplates a continuing obligation. All other obligations will terminate as of the effective date of termination of these Terms.

c. Relationship of Parties. These Terms do not establish any agency, partnership, or joint venture between the parties.

d. Assignment.  You may not assign or transfer any part of these Terms, whether by merger, operation of law, consolidation, reorganization, sale of all or substantially all assets or otherwise, without the prior written consent of Snap.

e. Savings Clause and Waiver. If any provision of these Terms is found to be unenforceable or invalid, that finding will not affect any other provision of these Terms. Waiving or failing to enforce any provision of these Terms on one occasion will not foreclose a party from later enforcing that provision or any other provision.

f. Governing Law; Exclusive Venue; Consent to Jurisdiction; Waiver of Jury Trial. These Terms and any action related to it, including, without limitation, tort claims, will be governed by the laws of the State of California, without giving effect to any conflicts-of-laws principles. Any disputes related to or arising from these Terms 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. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.

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

h. Attorneys’ Fees. In any action arising out of or relating to these Terms or the Services, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

i. No Third Party Beneficiaries. These Terms do not confer any benefits on any third party unless it expressly states that it does.

j. Publicity and Marks. Except with Snap’s prior written approval in each instance, Service Provider will not make any public statements (i) regarding the substance of these Terms, or the existence of a business relationship with Snap relating to these Terms; or (ii) using Snap Marks. In the event Snap authorizes such use under these Terms, such use will inure solely to the benefit of Snap and will be revocable at any time by Snap in its sole discretion. Snap may use the Service Provider’s name, logo(s), or other identifying information or image for any purpose. Each party will adhere to the logo and trademark usage guidelines of the other party provided in writing when using such party’s name, logo(s), or other identifying information or image to the extent permitted herein.

k. Entire Agreement; Conflicts. These Terms sets forth the parties’ entire agreement regarding the subject matter of these Terms and supersedes all prior and contemporaneous discussions between the parties. Save as set out herein, these Terms may not be amended unless in writing and signed by the parties.