Lens Studio License Agreement

If you live in the United States when you use Lens Studio (defined below) or are using Lens Studio on behalf of a business with its principal place of business located in the United States, Snap Inc.’s Lens Studio License Agreement governs your use. 

If you live outside the United States when you use Lens Studio, or if you are using Lens Studio on behalf of a business with its principal place of business outside the United States, Snap Group Limited’s Lens Studio License Agreement governs your use.

Please print a copy of this Agreement and keep it for your reference.

SNAP INC.

LENS STUDIO LICENSE AGREEMENT

PLEASE READ THIS LENS STUDIO LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, OR USING LENS STUDIO. 

THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND SNAP INC. (“SNAP”). BY DOWNLOADING, INSTALLING, ACCESSING, OR USING LENS STUDIO OR BY CLICKING ON THE APPLICABLE BUTTON TO DOWNLOAD OR INSTALL LENS STUDIO, YOU: (A) ACCEPT DELIVERY OF LENS STUDIO; AND (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, CONSENT TO, AND ARE BOUND BY, THIS AGREEMENT.

IF YOU DO NOT WISH TO BE A PARTY TO THIS AGREEMENT OR IF YOU DO NOT AGREE TO ALL OF THE TERMS CONTAINED IN THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE LENS STUDIO AND UNINSTALL AND DELETE ANY COPIES.

ARBITRATION NOTICE: THESE TERMS INCLUDE AN ARBITRATION PROVISION A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION PROVISION, YOU AND SNAP AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SNAP WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1.      GENERAL.

a.      This Agreement governs Your use of: (i) Snap’s Lens Studio software, and any other software and tools marked in an accompanying file as being subject to this Agreement (collectively, the “Lens Software”); and (ii) certain documentation relating to the Lens Software, including video tutorials and other information made available to user on the Snap website, apps, or by any other means (collectively, the “Documentation”), for the Term of this Agreement as set out in Section 11 below or as otherwise specified by Snap in writing. Snap may make the Lens Software and Documentation (collectively, the “Lens Studio”) available via download or by any other means at Snap’s sole discretion. This Agreement is effective as of the date You download, install, access, or use Lens Studio (the “Effective Date”).

b.      UNLESS OTHERWISE AGREED IN WRITING BY SNAP, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF LENS STUDIO IS ONLY FOR USE WITH ORIGINAL WORKS OF AUTHORSHIP GENERATED AND OWNED BY YOU OR WITH MATERIALS OR WORKS YOU ARE AUTHORIZED OR LEGALLY PERMITTED TO COPY OR REPRODUCE. CONTACT YOUR LEGAL ADVISOR IF YOU ARE UNSURE ABOUT YOUR RIGHT TO COPY OR REPRODUCE ANY MATERIALS OR WORK.

c.      This Agreement will govern any upgrades, modifications, or updates to Lens Studio provided by Snap to You. An upgrade may be accompanied by an updated version of this Agreement. You must  agree to the updated version of this Agreement to be able to continue to use Lens Studio. If You do not agree to the updated Agreement You must stop using Lens Studio and uninstall and delete any copies.

d.      If you are downloading and using Lens Studio on behalf of any other person, entity, organization, or business, the words “You” and “Your” used throughout this Agreement apply to both You and the other person, entity, organization or business, as applicable. You represent, warrant, and covenant that You are an authorized representative of the person, entity, organization, or business, with the authority to bind such person, entity, organization, or business to this Agreement.

e.      You affirm that You are at least the age of “majority” where You live and are competent and authorized to agree to and abide by this Agreement. If You want to use the Lens Studio and are under the age of majority, You must have Your parents’ or legal guardian's valid permission. If You are the parent or legal guardian of a minor that wants to download and use Lens Studio, You accept this Agreement on the minor’s behalf and are responsible for all use of Lens Studio and any Lenses.

2.      RIGHT TO USE. Subject to Your ongoing compliance with the terms of this Agreement, Snap grants You a personal, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable, limited license to: (a) download and install a reasonable number of copies of Lens Studio on desktop or laptop computers owned or controlled by You in accordance with any technical or other specifications detailed in the Documentation; and (b) use the installed Lens Studio in the United States and such other territories as authorized by Snap, for the sole purpose of: (i) developing a Lens or Lenses as described in this Agreement including the Documentation; and/or (ii) for any other purpose set out in writing by Snap (collectively, the “Limited Purpose”). NO OTHER USE OR REDISTRIBUTION OF LENS STUDIO IS ALLOWED. NO OTHER RIGHTS ARE PROVIDED AND SNAP EXPRESSLY RESERVES ALL RIGHTS NOT GRANTED IN THIS AGREEMENT. For purposes of this Agreement, “Lens” or “Lenses” means computer-generated video or graphic elements that individuals can use to transform images or videos by altering or superimposing such elements on images or videos. Snap reserves the right to modify, discontinue, limit, suspend, or otherwise disable, temporarily or permanently,  any feature or functionality of the Lens Software or Your access to Lens Studio or any services to which it connects, with or without notice or liability to You, in Snap’s sole discretion.

3.      RESTRICTIONS ON USE. You may not and will not allow a third party to: (a) copy, disclose, transfer, alter, modify, translate, disassemble, decompile, reverse engineer, or adapt Lens Studio (except to the extent applicable laws specifically prohibit such restrictions); (b) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in Lens Studio, including any such mechanism used to restrict or control the functionality of Lens Studio; (c) derive the source code or the underlying ideas, algorithms, structure, or organization from Lens Studio; (d) create derivative works based on Lens Studio, or any portion of the Lens Studio; (e) copy, reproduce, or use Lens Studio in any manner other than as provided in this Agreement; (f) assign, sublicense, sell or resell, disclose, exploit, distribute, or otherwise transfer Lens Studio in whole or in part to any third party; or (g) remove or alter any of the proprietary or copyright notices contained in any version of Lens Studio provided under this Agreement. You will not use Lens Studio for the purpose of identifying or providing evidence to support any potential patent infringement claim against Snap or any affiliates of Snap. Any use of Lens Studio beyond what is authorized in this Agreement is strictly prohibited and will immediately terminate the license granted to You in this Agreement.

4.      LENS DEVELOPMENT, SUBMISSION, AND LENS STUDIO OWNERSHIP.

a.      You agree that in using Lens Studio and developing Lenses, You will at all times comply with: (i) the terms of this Agreement; (ii) all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations; (iii) the community guidelines made available by Snap on Snap’s website (currently available at https://support.snapchat.com/en-US/a/guidelines) or as otherwise made available by Snap (“Community Guidelines”); (iv) the “Snap Inc. Lens Studio Terms” made available by Snap on Snap’s website (currently available at https://www.snap.com/terms/lens-studio-terms/) or as otherwise made available by Snap (“Lens Studio Terms”); (v) any submission guidelines made available by Snap on its website or as otherwise provided by Snap to You; and (vi) any other standards and guidelines made available by Snap from time to time (collectively, (iii) through (vi) are referred to as the “Guidelines”).

b.      Submission of your Lenses for use in any Snap apps, products, services, or other media platform is subject to the Guidelines. 

d.      Lens Studio is licensed, not sold, under this Agreement. Title, ownership rights, and Intellectual Property Rights in and to Lens Studio remain in (as applicable) Snap and its affiliates. The foregoing rights will not apply to any equipment, software, or documentation from third parties included in Lens Studio (“Third Party Materials”), which will remain the property of the respective third party. Nothing contained herein will be construed as the transfer, sale, or offer for sale of Lens Studio, or any portion thereof, to You.

5.      THIRD PARTY TOOLS AND YOUR CONTENT.

a.      You are responsible for (i) Your use of any third party software, apps, or other tools not provided by Snap (collectively, “Third Party Tools”), (ii) any content or materials (including computer generated video, graphic elements, or sounds), whether or not created by You, that You use in the Lenses, including any content or materials created by You or obtained by You from a third-party source (collectively, “Your Content”); and (iii) ensuring that You have all necessary licenses and rights to use such Third Party Tools and Your Content and that Your use of such Third Party Tools and Your Content is in compliance with this Agreement and any applicable third party terms and conditions between you and such third party.

b.      You represent, warrant, and covenant to Snap that: (i) You own or have obtained all necessary rights and licences to use Your Content; (ii) Your Content does not and will not violate or infringe any copyrights, trademarks, trade secrets, service marks, patents, moral rights, and any other proprietary, intellectual property and other rights including image and personality rights (collectively, “Intellectual Property Rights”) of any third party; (iii) Your Content is and will remain in compliance with the Guidelines; (iv) Your use of Lens Studio, Third Party Tools, and Your Content will not result in the transmission to Snap or into any Snap system or platform of 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 platform; and (v) You own or have obtained all necessary rights and licenses in any Third Party Tools.

6.      PRIVACY AND FEEDBACK. 

a.      Your privacy matters to Snap. You can learn how Snap collects and handles Your information when you use Lens Studio or our services by reading Snap’s Privacy Policy. By downloading and using Lens Studio You agree that (i) Snap can collect, use, and share information concerning Your use of Lens Studio as described in our Privacy Policy and any updates to that policy, and (ii) You have read and understood our Privacy Policy and how Snap handles Your information. It is Your responsibility to periodically check our Privacy Policy for any updates. 

b.      Snap welcomes comments, questions, concerns, or suggestions. Please send feedback to us by visiting support.snapchat.com or email us at lensstudio-support@snap.com. By providing Snap any feedback, suggestions, questions, comments, concerns, ideas, data, or other information or materials (collectively, “Feedback”), You agree that the Feedback is the sole property of Snap, Snap may use the Feedback without compensating You, and Snap owns all Intellectual Property Rights in such Feedback. You hereby waive any and all rights You may have to the Feedback.

7.      SUPPORT AND UPDATES. You acknowledge that Snap has no responsibility for providing You with any support, maintenance, update, upgrade, or other enhancement for Lens Studio and that Snap is under no obligation to create any update, upgrade, or enhancement to Lens Studio.

8.      THIRD PARTY MATERIALS AND WARRANTY DISCLAIMER.

a.      LENS STUDIO AND ANY OTHER MATERIALS PROVIDED BY SNAP ARE PROVIDED “AS IS.” SNAP AND ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO LENS STUDIO OR ANY OUTPUT OR RESULTS BASED ON THE USE OF LENS STUDIO. SNAP AND ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT, AND ANY IMPLIED INDEMNITY. NOTWITHSTANDING ANY OTHER AGREEMENT BETWEEN THE PARTIES, SNAP AND ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES, WILL HAVE NO INDEMNIFICATION OR DEFENSE OBLIGATIONS ARISING FROM LENS STUDIO, THIRD PARTY MATERIALS, YOUR CONTENT, OR ANY OUTPUT OR RESULTS (INCLUDING WITH RESPECT TO THE LENSES) BASED ON THE USE OF LENS STUDIO.

b.      THIRD PARTY MATERIALS (AS DEFINED IN THIS AGREEMENT), AND YOUR USE OF ANY THIRD PARTY MATERIALS, ARE SUBJECT TO THE TERMS, CONDITIONS, AND DISCLAIMERS PROVIDED BY THE APPLICABLE THIRD PARTY. SNAP AND ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES AND LICENSORS ASSUME NO RESPONSIBILITY FOR AND MAKES NO WARRANTY WITH RESPECT TO SUCH THIRD PARTY MATERIALS.

9.      INDEMNIFICATION. You will indemnify, defend, and hold harmless Snap, its licensors, and affiliates, and their respective directors, stockholders, officers, affiliates, employees, agents, and licensors, from and against any and all liabilities, damages, costs, and all associated expenses (including reasonable attorneys’ fees) from any claims arising out of or on account of: (a) Your use of Lens Studio; (b) an actual or alleged breach by You of this Agreement; (c) Your negligence or willful misconduct; and (d) any actual or alleged infringement of any Intellectual Property Rights by You, Your Content or Your use of Lens Studio. These remedies are in addition to any other remedies available to Snap at law or in equity.

10.     LIMITATION OF LIABILITY. 

a.      TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SNAP OR ITS LICENSORS OR AFFILIATES, OR THEIR RESPECTIVE LICENSORS, BE LIABLE FOR ANY ACCIDENT, INJURY, DEATH, LOSS, OR OTHER CLAIM RELATED TO OR RESULTING FROM THE MISUSE OF LENS STUDIO. SNAP SPECIFICALLY ADVISES YOU AGAINST USING LENS STUDIO IN A MANNER INCONSISTENT WITH THIS AGREEMENT, THE DOCUMENTATION, OR ANY GUIDELINES.

b.      TO THE MAXIMUM EXTENT PERMITTED BY LAW, SNAP AND ITS STOCKHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE LENS STUDIO OR ANY CONNECTED SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH LENS STUDIO OR THAT IS OTHERWISE CONTAINED IN YOUR CONTENT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF SNAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SNAP’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO LENS STUDIO EXCEED THE GREATER OF $100 USD.

11.     CONSIDERATION, TERM, AND TERMINATION.

a.      The term of this Agreement and the rights granted to You in this Agreement to use Lens Studio begin on the Effective Date and will continue until terminated as provided in this Agreement (the “Term”). This Agreement and Your rights under this Agreement will automatically terminate without notice from Snap to You if you fail to comply with the terms of this Agreement. You may terminate this Agreement at any time by stopping Your use of Lens Studio and deleting all copies from your computers. Snap may terminate this Agreement with or without cause immediately by providing a notice (e-mail is acceptable) of termination to You.

b.      Upon termination of this Agreement, Your rights under this Agreement will automatically terminate and You will immediately: (i) discontinue all use of Lens Studio; and (ii) delete all copies of Lens Studio embodied in any device or hardware within Your possession. You will, if requested by Snap, certify in writing Your compliance with the foregoing.

c.      Sections 3-18 will survive any termination of this Agreement.

12.     EXPORT COMPLIANCE.

a.      You represent and warrant that (i) neither You, nor, if You are a business, any affiliated company, are included on any restricted party list maintained by the United States, European Union, United Kingdom or other relevant government authority – for example, the US Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List and Entity List, and the UK and EU consolidated lists of persons and entities subject to financial sanctions targets; (ii) You (if You are a business) are not owned or controlled by such a restricted party; and (iii) 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.

b.      Lens Studio may be subject to import and export laws and regulations. You must comply with all domestic and international import and export laws, customs laws, regulations that apply in connection with Lens Studio, including restrictions on destinations, users and end use.

13.     NOTICES. All notices You send to Snap or that Snap sends to You related to this Agreement must be in writing, sent to the address below, and will be considered delivered and effective: (a) when personally delivered; (b) two business days after sending by air courier; (c) three business days after deposit in the U.S. Post Office, certified mail, return receipt requested; or (d) for notices sent to You, on the date transmitted to Your email address. Send all notices to Snap  (unless otherwise instructed in writing by Snap) to: Snap Inc., Attn: General Counsel, 63 Market Street, Venice, CA 90291. Snap will send notices to You  to the e-mail address You provided in Your Snapchat account.

14.     SNAP’S NAME AND MARKS. Unless otherwise expressly approved in advance and in writing by Snap, You agree not to use the name, logo(s), or other identifying information or image of Snap (“Snap Marks”) including in the Lenses. In the event Snap authorizes such use under this Agreement, such use will inure solely to the benefit of Snap and be revocable at any time by Snap in its sole discretion. In the event that Snap grants such a request, You will adhere to the logo and trademark usage guidelines of Snap provided or made available to You when using Snap’s name, logo(s), or other identifying information or image to the extent permitted herein.

15.     ARBITRATION, CLASS-ACTION WAIVER, AND JURY WAIVER.

a.      PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND SNAP TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

b.      Applicability of Arbitration Agreement. You and Snap agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to this Agreement or the use of Lens Studio that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that You and Snap are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Agreement.

c.      Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Agreement, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Agreement. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d.      Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

e.      Fees. If You choose to arbitrate with Snap, You will not have to pay any fees to do so. That is because Snap will reimburse You for Your filing fee and the AAA’s Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are our responsibility. To the extent another arbitral forum is selected, Snap will pay that forum’s fees as well.

f.      Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of You and Snap. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and Snap.

g.      Waiver of Jury Trial. YOU AND SNAP WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Snap are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between You and Snap over whether to vacate or enforce an arbitration award, YOU AND SNAP WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

h.      Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither You nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 16.

i.      Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

j.      Opt-out. You may opt out of this arbitration agreement. If You do so, neither You nor Snap can force the other to arbitrate. To opt out, You must notify Snap in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include Your name and address, Your Snapchat username and the email address You used to set up Your Snapchat account (if You have one), and an unequivocal statement that You want to opt out of this arbitration agreement. You must either mail Your opt-out notice to this address: Snap, ATTN: Arbitration Opt-out, 63 Market Street, Venice, CA 90291, or email the opt-out notice to arbitration-opt-out@snap.com.

k.      Small Claims Court. Notwithstanding the foregoing, either You or Snap may bring an individual action in small claims court.

l.      Using Lens Studio on behalf of another Person, Entity, Organization, or Business. If You are using Lens Studio on behalf of another person, entity, organization, or business, these arbitration provisions will apply, except that the AAA Commercial Arbitration Rules will govern the arbitration instead of the AAA Consumer Arbitration Rules.

m.      Arbitration Agreement Survival. This arbitration agreement will survive the termination of Your relationship with Snap.

16.     GOVERNING LAW. This Agreement will be construed in accordance with, and all disputes hereunder will be governed by, the laws of the State of California (except to the extent they are preempted by U.S. federal law), without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

17.     EXCLUSIVE VENUE.  To the extent that this Agreement allows You or Snap to initiate litigation in a court, You and Snap agree that all claims and disputes arising out of or relating to this Agreement, including tort claims, will be litigated exclusively in the United States District Court for the Central District of California. 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. You and Snap consent to the personal jurisdiction of both courts.

18.     FINAL TERMS.

a.      If any provision of this Agreement is found unenforceable, then that provision will be severed from this Agreement and not affect the validity and enforceability of any remaining provisions.

b.      This Agreement does not create any relationship of association, partnership, joint venture, or agency between the parties. Neither party will have any right or authority to assume, create, or incur any liability or obligation of any kind against or in the name of the other party.

c.      No addition or modification of this Agreement by You will be effective unless made in writing and signed by Snap.

d.      The failure of either party to enforce at any time, or for any period of time, the provision hereof will not be construed to be a waiver of such provisions or of the right of such party to enforce each and every such provision.

e.      You may not assign this Agreement or any right, nor delegate any obligation under this Agreement, without Snap’s prior written consent. Snap may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without notice.

f.      The words “included,” “includes,” or “including” used in this Agreement means “include, without limitation,” whether or not they are in fact followed by those words or words of a similar nature.

g.      This Agreement is intended as the complete agreement between the parties and will supersede all prior agreements (written or oral) with respect to Your use of Lens Studio.

h.      This Agreement was written in English, and to the extent the translated version of this Agreement conflicts with the English version, the English version will control.

i.      Snap will not be responsible for any delay or failure to comply with its obligations under this Agreement or for any failure of Lens Studio if the delay or failure arises from any cause which is beyond Snap’s reasonable control.

j.      This Agreement does not create or confer any third-party beneficiary rights.

k.      To the extent permitted by law, you waive any applicable statutory or common-law right that may permit a contract to be construed against its drafter.

l.      The section headings are for convenience only and will not affect how this Agreement is construed.

m.      Snap reserves the right to modify, supplement, or add to the terms and conditions of this Agreement at any time and at Snap’s sole discretion by posting an updated copy on our website (currently available at http://lensstudio.snapchat.com/terms) or when Snap notifies You by other means. Your continued access or use of Lens Studio thereafter constitutes Your acceptance of such changes and this Agreement, as modified.

Last Updated: December 14, 2017
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SNAP GROUP LIMITED

LENS STUDIO LICENSE AGREEMENT

Please read this Lens Studio License Agreement (this “Agreement”) carefully before downloading, installing, accessing, or using Lens Studio.  

This Agreement is a binding legal agreement between you (“You” or “Your”) and Snap Group Limited (“Snap”).  By downloading, installing, accessing, or using Lens Studio or by clicking on the applicable button to download or install Lens Studio, You: (a) accept delivery of Lens Studio; and (b) acknowledge and agree that You have read, understood, and consent to, and are bound by, this Agreement. 

If You do not wish to be a party to this Agreement or if You do not agree to all of the terms contained in this Agreement, do not download, install, access, or use Lens Studio and uninstall and delete any copies.

ARBITRATION NOTICE: IF YOU’RE USING LENS STUDIO ON BEHALF OF A BUSINESS, THEN YOUR BUSINESS WILL BE BOUND BY THE ARBITRATION PROVISION THAT APPEARS LATER IN THIS AGREEMENT. 

1.      GENERAL.

a.      This Agreement governs Your use of: (i) Snap’s Lens Studio software, and any other software and tools marked in an accompanying file as being subject to this Agreement (collectively, the “Lens Software”); and (ii) certain documentation relating to the Lens Software, including, video tutorials and other information made available to user on the Snap website, apps, or by any other means (collectively, the “Documentation”), for the Term of this Agreement as set out in Section 11 below or as otherwise specified by Snap in writing. Snap may make the Lens Software and Documentation (collectively, the “Lens Studio”) available via download or by any other means at Snap’s sole discretion. This Agreement is effective as of the date You download, install, access, or use Lens Studio (the “Effective Date”).

b.      This Agreement will govern any upgrades, modifications, or updates to Lens Studio provided by Snap to You.  An upgrade may be accompanied by an updated version of this Agreement.  You must agree to the updated version of this Agreement to be able to continue to use Lens Studio.  If You do not agree to the updated Agreement, You must stop using Lens Studio and uninstall and delete any copies.

c.      If you are downloading and using Lens Studio on behalf of any other person, entity, organization, or business, the words “You” and “Your” used throughout this Agreement apply to both You and the other person, entity, organization or business, as applicable. You represent, warrant, and covenant that You are an authorized representative of the person, entity, organization, or business, with the authority to bind such person, entity, organization, or business to this Agreement.

d.      You affirm that You are at least the age of “majority” where You live and are competent and authorized to agree to and abide by this Agreement. If You want to use the Lens Studio and are under the age of majority, You must have Your parents’ or legal guardian’s valid permission.  If You are the parent or legal guardian of a minor that wants to download and use Lens Studio, You accept this Agreement on the minor’s behalf and are responsible for all use of Lens Studio and any Lenses.

2.      RIGHT TO USE. Subject to Your ongoing compliance with the terms of this Agreement, Snap grants You a personal, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable, limited license to: (a) download and install a reasonable number of copies of Lens Studio on desktop or laptop computers owned or controlled by You in accordance with any technical or other specifications detailed in the Documentation; and (b) use the installed Lens Studio in the United States and such other territories as authorized by Snap, for the sole purpose of: (i) developing a Lens or Lenses as described in this Agreement including the Documentation; and/or (ii) for any other purpose set out in writing by Snap (collectively, the “Limited Purpose”). No other use or redistribution of Lens Studio is allowed.  No other rights are provided and Snap expressly reserves all rights not granted in this Agreement.  For purposes of this Agreement, “Lens” or “Lenses” means computer-generated video or graphic elements that individuals can use to transform images or videos by altering or superimposing such elements on images or videos. Snap reserves the right to modify, discontinue, limit, suspend, or otherwise disable, temporarily or permanently,  any feature or functionality of the Lens Software or Your access to Lens Studio or any services to which it connects, with or without notice or liability to You, in Snap’s sole discretion.

3.      RESTRICTIONS ON USE. You may not, and will not allow a third party to: (a) copy, disclose, transfer, alter, modify, translate, disassemble, decompile, reverse engineer, or adapt Lens Studio (except to the extent applicable laws specifically prohibit such restrictions); (b) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in Lens Studio, including any such mechanism used to restrict or control the functionality of Lens Studio; (c) derive the source code or the underlying ideas, algorithms, structure, or organization from Lens Studio; (d) create derivative works based on Lens Studio, or any portion of the Lens Studio; (e) copy, reproduce, or use Lens Studio in any manner other than as provided in this Agreement; (f) assign, sublicense, sell or resell, disclose, exploit, distribute, or otherwise transfer Lens Studio in whole or in part to any third party; or (g) remove or alter any of the proprietary or copyright notices contained in any version of Lens Studio provided under this Agreement. You will not use Lens Studio for the purpose of identifying or providing evidence to support any potential patent infringement claim against Snap or any affiliates of Snap. Any use of Lens Studio beyond what is authorized in this Agreement is strictly prohibited and will entitle Snap to immediately terminate the license granted to You in this Agreement.

4.      LENS DEVELOPMENT, SUBMISSION, AND LENS STUDIO OWNERSHIP.

a.      You agree that in using Lens Studio and developing Lenses, You will at all times comply with: (i) the terms of this Agreement; (ii) all applicable laws, statutes, ordinances, rules, and regulations; (iii) the community guidelines made available by Snap on Snap’s website (currently available at https://support.snapchat.com/en-US/a/guidelines) or as otherwise made available by Snap (“Community Guidelines”); (iv) the “Snap Group Limited Lens Studio Terms” made available by Snap on Snap’s website (currently available at https://lensstudio.snapchat.com/terms) or as otherwise made available by Snap (“Lens Studio Terms”); (v) any submission guidelines made available by Snap on its website or as otherwise provided by Snap to You; and (vi) any other standards and guidelines made available by Snap from time to time (collectively, (iii) through (vi) are referred to as the “Guidelines”).

b.      Submission of your Lenses for use in any Snap apps, products, services, or other media platform is subject to the Guidelines.

c.      Lens Studio is licensed, not sold, under this Agreement. Title, ownership rights, and Intellectual Property Rights in and to Lens Studio remain in (as applicable) Snap and its licensors and affiliates.  

5.      THIRD PARTY TOOLS AND YOUR CONTENT.

a.      You are responsible for (i) Your use of any third party software, apps, or other tools not provided by Snap (collectively, “Third Party Tools”), (ii) any content or materials (including computer generated video, graphic elements, or sounds), whether or not created by You, that You use in the Lenses, including any content or materials created by You or obtained by You from a third-party source (collectively, “Your Content”); and (iii) ensuring that You have all necessary licenses and rights to use such Third Party Tools and Your Content and that Your use of such Third Party Tools and Your Content is in compliance with this Agreement and any applicable third party terms and conditions between you and such third party.

b.      You represent, warrant, and covenant to Snap that: (i) You own or have obtained all necessary rights and licences to use Your Content; (ii) Your Content does not and will not violate or infringe any copyrights, trademarks, trade secrets, service marks, patents, moral rights, and any other proprietary, intellectual property and other rights, including image and personality rights (collectively, “Intellectual Property Rights”) of any third party; (iii) Your Content is and will remain in compliance with the Guidelines; (iv) Your use of Lens Studio, Third Party Tools, and Your Content will not result in the transmission to Snap or into any Snap system or platform of 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 platform; and (v) You own or have obtained all necessary rights and licenses in any Third Party Tools.

6.      PRIVACY AND FEEDBACK. 

a.      Your privacy matters to Snap. You can learn how Snap collects and handles Your information when you use Lens Studio or our services by reading Snap’s Privacy Policy. By downloading and using Lens Studio You agree that (i) Snap can collect, use, and share information concerning Your use of Lens Studio as described in our Privacy Policy and any updates to that policy, and (ii) You have read and understood our Privacy Policy and how Snap handles Your information. You should periodically check our Privacy Policy for any updates. 

b.      Snap welcomes comments, questions, concerns, or suggestions. Please send feedback to us by visiting support.snapchat.com or email us at lensstudio-support@snap.com.  By providing Snap any feedback, suggestions, questions, comments, concerns, ideas, data, or other information or materials (collectively, “Feedback”), You agree that the Feedback is the sole property of Snap, Snap may use the Feedback without compensating You, and Snap owns all Intellectual Property Rights in such Feedback. To the extent permissible under law, You irrevocably waive, and agree not to assert, any and all rights (including moral rights) You may have to the Feedback. 

7.      SUPPORT AND UPDATES. You acknowledge that Snap has no responsibility for providing You with any support, maintenance, update, upgrade, or other enhancement for Lens Studio and that Snap is under no obligation to create any update, upgrade, or enhancement to Lens Studio.

8.      THIRD PARTY MATERIALS AND WARRANTY DISCLAIMER.

a.      Lens Studio and any other materials provided by Snap are provided “as is”.  Snap and its licensors, and their respective affiliates and licensors, make no representations or warranties of any kind, express or implied, with respect to Lens Studio or any output or results based on the use of Lens Studio.  Snap and its licensors, and their respective affiliates and licensors, disclaim all representations, warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, including, any implied warranty of merchantability, fitness of a particular purpose, title, or infringement, and any implied indemnity. 

IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW THE EXCLUSIONS OF LIABILITY PROVIDED FOR IN THIS SECTION, THOSE EXCLUSIONS SHALL NOT APPLY.

b.      Any equipment, software, or documentation from third parties included in Lens Studio (“Third Party Materials”), and Your use of any Third Party Materials, are subject to the terms, conditions, and disclaimers provided by the applicable third party.  Snap and its licensors, and their respective affiliates and licensors, assume no responsibility for and make no warranty with respect to such Third Party Materials. 

9.      INDEMNIFICATION. You will indemnify, defend, and hold harmless Snap, its licensors, and affiliates, and their respective directors, stockholders, officers, affiliates, employees, agents, and licensors, from and against any and all liabilities, damages, costs, and all associated expenses (including reasonable legal fees) from any claims arising out of or on account of: (a) Your use of Lens Studio; (b) an actual or alleged breach by You of this Agreement; (c) Your negligence or willful misconduct; and (d) any actual or alleged infringement of any Intellectual Property Rights by You, Your Content or Your use of Lens Studio. These remedies are in addition to any other remedies available to Snap at law or in equity.  

IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW YOU TO GIVE THE INDEMNITY IN THIS SECTION, THAT INDEMNITY WILL NOT APPLY.

10.     LIMITATION OF LIABILITY.

a.      You may not use Lens Studio in a manner inconsistent with this Agreement, the Documentation or any Guidelines. Neither Snap, nor its licensors, nor their respective affiliates and licensors, will be liable for any loss or claim related to, or resulting from, the misuse of Lens Studio.  

b.      Snap or its licensors, or their affiliates or licensors, will not be liable for any indirect, incidental, special, consequential, punitive or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, resulting from: (i) Your use of or inability to use Lens Studio; (ii) Your access or inability to access Lens Studio or any connected services; (iii) the conduct or content of other users or third parties on or through Lens Studio or that is otherwise contained in Your Content; or (iv) unauthorized access, use, or alteration of Your Content. In no event will the aggregate liability of Snap or its licensors, or their affiliates or licensors, for all claims relating to Lens Studio exceed €100.

IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW ANY LIMITATION OF LIABILITY PROVIDED FOR IN THIS SECTION, THAT LIMITATION WILL NOT APPLY.

11.     CONSIDERATION, TERM, AND TERMINATION.

a.      The term of this Agreement and the rights granted to You in this Agreement to use Lens Studio begin on the Effective Date and will continue until terminated as provided in this Agreement (the “Term”). Snap may terminate this Agreement if You fail to comply with the terms of this Agreement.  Snap will try to give You advance notice of such termination, but Snap can’t guarantee it. You may terminate this Agreement at any time by stopping Your use of Lens Studio and deleting all copies from your computers. Snap may also terminate this Agreement for any reason immediately by providing a notice (e-mail is acceptable) of termination to You. 

b.      Upon termination of this Agreement, Your rights under this Agreement will automatically terminate and You will immediately: (i) discontinue all use of Lens Studio; and (ii) delete all copies of Lens Studio embodied in any device or hardware within Your possession. You will, if requested by Snap, certify in writing Your compliance with the foregoing.

c.      Sections 3-18 will survive any termination of this Agreement.

12.     EXPORT COMPLIANCE.

a.      You represent and warrant that (i) neither You, nor, if You are a business, any affiliated company, are included on any restricted party list maintained by the United States, European Union, United Kingdom or other relevant government authority – for example, the US Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List and Entity List, and the UK and EU consolidated lists of persons and entities subject to financial sanctions targets; (ii) You (if You are a business) are not owned or controlled by such a restricted party; and (iii) You are not resident in, located in or organised under the laws of any country with which trade is prohibited by the sanctions described above.

b.      Lens Studio may be subject to import and export laws and regulations. You must comply with all domestic and international import and export laws, customs laws, regulations that apply in connection with Lens Studio, including restrictions on destinations, users and end use.

13.     NOTICES. All notices You send to Snap or that Snap sends to You related to this Agreement must be in writing, sent to the address below, and will be considered delivered and effective: (a) when personally delivered; (b) when delivered by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested; or (c) for notices sent to You, on the date transmitted to Your email address. Send all notices to Snap  (unless otherwise instructed in writing by Snap) to: Snap Group Limited, Attn: Director of Legal, 7-11 Lexington Street, London W1F 9AF,  United Kingdom. Snap will send notices to You to the e-mail address You provided in Your Snapchat account.

14.     SNAP’S NAME AND MARKS. Unless otherwise expressly approved in advance and in writing by Snap, You agree not to use the name, logo(s), or other identifying information or image of Snap (“Snap Marks”) including in the Lenses. In the event Snap authorizes such use under this Agreement, such use will inure solely to the benefit of Snap and be revocable at any time by Snap in its sole discretion. In the event that Snap grants such a request, You will adhere to the logo and trademark usage guidelines of Snap provided or made available to You when using Snap’s name, logo(s), or other identifying information or image.

15.     DISPUTE RESOLUTION AND ARBITRATION.

a.      If You are using Lens Studio on behalf of a business (rather than for Your personal use), You and Snap agree that to the extent permitted by law, all claims and disputes between us arising out of or relating to this Agreement or the use of Lens Studio will be finally settled under the LCIA Arbitration Rules, which are incorporated by reference into this Section. There will be one arbitrator (to be appointed by the LCIA), the arbitration will take place in London, and the arbitration will be conducted in English. If You do not wish to agree to this Section, you must not use Lens Studio.

b.      If You live in the European Union and are a consumer, click here to visit the EU Commission’s Online Dispute Resolution Platform.

16.     EXCLUSIVE VENUE.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both You and Snap agree that all claims and disputes (whether contractual or otherwise) arising out of or relating to this Agreement or the use of Lens Studio will be litigated exclusively in the courts of England in the United Kingdom, unless this is prohibited by the laws of the country where You live.  You and Snap consent to the exclusive jurisdiction of those courts.

17.     GOVERNING LAW. The laws of England and Wales govern this Agreement and any claims and disputes (whether contractual or otherwise) arising out of or relating to this Agreement or its subject matter. The courts in some countries may not apply the laws of England and Wales to some disputes related to this Agreement. If You live in one of those countries, the laws of Your home country may apply to those disputes.

18.     FINAL TERMS.

a.      If You are a consumer, nothing in this Agreement will affect Your legal rights and remedies under mandatory consumer laws of the country where You live. 

b.      If any provision of this Agreement is found unenforceable, then that provision will be severed from this Agreement and not affect the validity and enforceability of any remaining provisions.

c.      This Agreement does not create any relationship of association, partnership, joint venture, or agency between the parties. Neither party will have any right or authority to assume, create, or incur any liability or obligation of any kind against or in the name of the other party.

d.      No addition or modification of this Agreement by You will be effective unless made in writing and signed by Snap.

e.      The failure of either party to enforce at any time, or for any period of time, the provision hereof will not be construed to be a waiver of such provisions or of the right of such party to enforce each and every such provision.

f.      You may not assign this Agreement or any right, nor delegate any obligation under this Agreement, without Snap’s prior written consent. Snap may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without notice.

g.      The words “included,” “includes,” or “including” used in this Agreement means “include, without limitation,” whether or not they are in fact followed by those words or words of a similar nature.

h.      This Agreement is intended as the complete agreement between the parties and will supersede all prior agreements (written or oral) with respect to Your use of Lens Studio.

i.      This Agreement was written in English, and to the extent the translated version of this Agreement conflicts with the English version, the English version will control.

j.      Snap will not be responsible for any delay or failure to comply with its obligations under this Agreement or for any failure of Lens Studio if the delay or failure arises from any cause which is beyond Snap’s reasonable control.

k.      This Agreement does not create or confer any third-party beneficiary rights.

l.      To the extent permitted by law, you waive any applicable statutory or common-law right that may permit a contract to be construed against its drafter.

m.      The section headings are for convenience only and will not affect how this Agreement is construed.  

n.      Snap reserves the right to modify, supplement, or add to the terms and conditions of this Agreement at any time and at Snap’s sole discretion by posting an updated copy on our website (currently available at http://lensstudio.snapchat.com/terms) or when Snap notifies You by other means. Your continued access or use of Lens Studio thereafter constitutes Your acceptance of such changes and this Agreement, as modified.

Last Updated: December 14, 2017
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