Upon the signing of the Tagboard Order Form and acceptance of the Tagboard Customer by SNAP as a sublicensee (“Sublicensee), the Customer agrees to the following terms.
1. License. Tagboard hereby grants Sublicensee a limited, non-transferable, non-sublicensable, revocable, terminable license to (a) access and use the Lenses and/or other materials identified in the Order details above and supplied by Snap, and (b) install any code or software provided by Snap to enable such access (collectively, the “Snap Materials”) during the Term and solely for the Purpose listed above. Sublicensee will not: (i) sell, rent, license, lend, or otherwise transfer the Snap Materials to any third party or allow a third party to access the Snap Materials; (ii) reverse engineer, decompile, or disassemble the Snap Materials; (iii) modify or create derivative works based upon the Snap Materials in whole or in part; (iv) make or distribute copies of the Snap Materials; (v) build, or have built by a third party,an offering that competes with the Snap Materials, or otherwise use the Snap Materials to enhance its own product offerings; or (vi) remove any proprietary notices, branding, or labels from the Snap Materials. Snap reserves all rights not expressly granted under this Agreement, including all intellectual property and proprietary rights in the Snap Materials. This Agreement does not grant, and Sublicensee does not acquire, any ownership interest or rights in or to any Snap Materials, and Sublicensee agrees that Snap will own all modifications of, and derivative works based on, the Snap Materials. If Sublicensee transfers the Snap Materials or any part thereof to anyone else, this Agreement and the license to the Snap Materials are immediately and automatically terminated
2. Distribution Terms.
2.1. Sublicensees may use the Lenses in Venues, provided that Sublicensee may not distribute or otherwise sublicense the Snap Materials or Lenses for any use in the states of Illinois or Texas.
2.2. Sublicensee agrees to provide a contact person to a Snap-designated person to enable any relevant marketing pushes or other projects where a direct contact would be helpful or efficient.
2.4. Sublicensee will provide confirmation that the Snap branding on the relevant Snap Materials have been maintained when used in the Venue. Such confirmation may be in the form of a video of the implementation of Snap Materials at the Venue. Snap reserves the right to request such confirmation materials at any time, and Sublicensee agrees to provide such confirmation within 5 business days of launch of the relevant Integration.
2.5. Sublicensee agrees that any failure to include, or removal of, branding on the Snap Materials is subject to Snap’s prior written consent, which may be provided or withheld at Snap’s reasonable discretion.
2.6. Sublicensee agrees that their use of Snapchat Cam may be featured in Snap’s marketing events (e.g. Lens Fest, Snap Partner Summit, earnings calls, and the like) at Snap’s discretion, but always subject to the featured Sublicensees’ review and approval of the materials used.
3. Hardware and Support. If dedicated hardware is required to integrate the Snap Materials with the Sublicensees’ systems, Sublicensee will procure the hardware, and (b) be responsible for the setup and maintenance of the hardware, with reasonable assistance from Tagboard and Snap as necessary to ensure the hardware is compatible with the Snap Materials. All additional hardware required to support the Snap Materials will be at Sublicensees’ sole cost and expense.
4. Sublicensee Obligations; Branding. In addition to obligations set forth elsewhere in the Agreement, Sublicensee will (a) provide all necessary technical or other connections necessary to enable the implementation of the Snap Materials, (b) provide Snap with necessary feedback, guidance, and testing to ensure the proper functioning of the Snap Materials within its systems, (c) secure any required consents from the subjects displayed on the display surface(s) at the Venue to whose image the Lenses will be applied, (d) include Snap branding while the Lenses are being displayed, in a form consistent with Snap’s brand guidelines and (e) if reasonably requested by Snap, provide verbal acknowledgement that the AR experience is being powered by Snap during each event when the Lenses are being used.
5. Feedback. Sublicensee will provide Tagboard and Snap with reasonable feedback as to the operation of the Snap Materials in the Sublicensees’ systems, as well as feedback and reporting on use of Lenses (e.g., rate and duration of use, experience and audience reaction to Lenses, and the relative and quantifiable value the Lenses add to audience experience in comparison with other activations (as measured via surveys or other subjective measures)). The foregoing, along with any suggestions, comments, ideas, reports, or other information regarding the Snap Materials (collectively, the “Feedback”) will be owned by Snap, who may use such input without restriction or obligation to Sublicensee. Sublicensee hereby irrevocably assigns to Snap all right, title, and interest in and to the Feedback.
6. Disclaimer. THE SNAP MATERIALS ARE LICENSED “AS IS,” AND SNAP MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SNAP MATERIALS, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SNAP DOES NOT GUARANTEE PERFECT DELIVERY OR PERFORMANCE OF THE SNAP MATERIALS.
7. No Indirect Damages. IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY.
8. Miscellaneous. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or other provisions. Neither party may assign this Agreement, in whole or part, without the other party’s written consent. Any attempt to assign this Agreement other than in accordance with this provision will be null and void. The rights of the parties will be governed by the laws of the State of California without giving effect to principles of conflicts of laws. Any suits hereunder will be brought in the federal or state courts in Los Angeles County, California and each party submits to the jurisdiction thereof. In the event of any claim, action, arbitration or judicial proceeding arising under this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and expenses incurred in resolving such claim, action, arbitration or judicial proceeding. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect. All notices must be in writing (email to suffice). Notice will be deemed given: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service to either party at their respective addresses provided above or to such other address as may be designated by written notice of either party; or (c) on the date transmitted if by email. This Agreement does not establish any agency, partnership, or joint venture between the parties. Nonperformance of either party will be excused to the extent that nonperformance is caused by an event or occurrence beyond the reasonable control of the nonperforming party in which case, any prepaid fees for services not yet rendered will be returned.