Meta Portal Commercial Terms
This updated version of the Meta Portal Commercial Terms will replace the existing version of the terms effective October 25, 2022. By using your Meta Portal device or any other Meta Portal Product for commercial, business, or other non-personal purposes on or after the effective date, you agree to be bound by these updated terms.
Although you should review these updated terms carefully, some of the key changes include:
We have clarified that these Commercial Terms also apply to Meta Portal and Portal-branded websites, applications, and other products and services (in addition to Meta Portal devices).
We have added representations from entities engaged in commercial use of Meta Portal Products regarding their authority to bind their employees and representatives to the terms and their responsibility for the acts and omissions of such employees and representatives.
We have expressly prohibited certain commercial uses of Meta Portal Products, such as the commercial resale and rental of such products, unless we expressly authorize any such use.
We have added a representation from users that, when they make available access to or use of Meta Portal Products to third parties, such third parties have reviewed the applicable warnings and instructions.
We have clarified and expanded the indemnity obligations of users of Meta Portal Products to us regarding their access to and use of Meta Portal Products.
We have added a right for Meta to bring certain claims that it may have against a user of a Meta Portal Product in any competent court in the jurisdiction in which such user is located.
For the convenience of users, rather than continuing to rely on the process set out in the Supplemental Meta Portal Terms of Service for making changes to the Meta Portal Commercial Terms, we have set out the process directly in these updated terms.
Certain Meta Company Products that are not Meta Products are also available for use on the Meta Portal device, and your use of them is subject to the relevant terms and conditions for those Meta Company Products (including relevant data policies). In addition, certain Third-Party Services (as defined in the Supplemental Terms) are available on the Meta Portal device, and your use of those services may be subject to the terms, conditions and policies governing those Third Party Services, which may include limitations or prohibitions on commercial use of such services (see the Supplemental Terms for further details).
If you are an individual engaged in any commercial use of a Meta Portal Product, you represent and warrant that you are not doing so as an individual consumer. Further, as an individual engaged in any commercial use of a Meta Portal Product, you represent and warrant that you have the legal authority to bind to the Terms any entity on behalf of which, or for whose benefit, you are using a Meta Portal Product.
If you are an entity engaged in any commercial use of Meta Portal Products, you represent and warrant that you (a) have the legal authority to bind to the Terms those employees and representatives to whom you make available Meta Portal Products for their commercial use and (b) will be responsible for the acts or omissions of such employees and representatives in connection with their commercial use of Meta Portal Products.
These Commercial Terms apply to any commercial use of a Meta Portal Product, regardless of whether the Meta Portal Product is purchased by an individual user or by an entity that makes it available for commercial use by an individual user, and regardless of whether the Meta Portal Product is used solely for commercial use or for a combination of commercial and personal uses. If you use a Meta Portal Product for any personal use (as defined in the Supplemental Terms), the applicable provisions of the Supplemental Terms and Meta Terms of Service (and not these Commercial Terms) apply to such personal use.
Before making a Meta Portal Product available for commercial use by others, you must notify them that their commercial use of Meta Portal Products will be governed by the Terms and that their data will be subject to the applicable data policies referenced above. You acknowledge that Meta is not obligated to provide or make available any information related to an individual user’s personal accounts to an entity associated with the user.
Except as expressly authorized herein or with our written consent, you (a) are not permitted to make any Meta Portal Products available for commercial use by third parties and (b) shall not engage in any commercial resale or rental of any Meta Portal devices.
You are responsible for ensuring that the privacy settings for use of a Meta Portal Product are satisfactory to you and to each individual user of the Meta Portal Product.
To the fullest extent permitted by applicable law, (i) Meta Portal Products are provided “as is” for commercial use and we make no representations or warranties about commercial use of Meta Portal Products; (ii) we make no representations or guarantees that Meta Portal Products always will be safe, secure, or error-free, or that it will function without disruptions, delays or imperfections; (iii) we expressly disclaim any liability for any commercial use, whether of a Meta Portal Product dedicated solely to commercial use or of a Meta Portal Product used both for commercial and personal uses; and (iv) we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not control or direct what third parties do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). You expressly acknowledge and agree that your access to and use of Meta Portal Products is at your sole risk. No oral or written information, guidelines, or advice given by Meta will create a warranty.
Our liability shall be limited to the fullest extent permitted by applicable law, and, subject to this limitation, under no circumstance will we be liable to you for any lost profits, revenues, information, data, or content, or for any consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Commercial Terms, the Supplemental Terms or the Meta Products (including Meta Portal Products), however caused and on any theory of liability, including negligence, even if we have been advised of the possibility of such damages. Our aggregate liability arising out of or relating to these Commercial Terms, the Supplemental Terms or the Meta Products will not exceed the greater of $100 or the amount you have paid us in connection with the Meta Portal device in the past twelve months. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION MAY NOT APPLY TO YOU.
We do not warrant that Meta Portal Products can be commercially used in any specific regulated field or sector (for example, the government, healthcare, financial services, or educational fields), or is suitable or designed for use for any particular commercial use, field or sector, or security environment. It is your responsibility to determine whether a Meta Portal Product can be used in compliance with applicable laws and regulations in relation to any particular commercial use or regulated field or sector, as well as any applicable video recording, audio recording, biometric data, and other privacy and data protection laws. You agree not to use a Meta Portal Product for any commercial use that, under applicable law, would impose additional legal requirements on us or otherwise expose us to any liability relating to any third party.
THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING A META PORTAL DEVICE, WHICH ARE AVAILABLE AT https://www.meta.com/LEGAL/PORTAL/SAFETY/. FOR AVOIDANCE OF DOUBT, AND AS STATED IN SUCH HEALTH AND SAFETY WARNINGS, META PORTAL DEVICES ARE FOR INDOOR USE ONLY.
WARNING: FAILURE TO FOLLOW THIS HEALTH AND SAFETY INFORMATION MAY RESULT IN DAMAGE TO A META PORTAL DEVICE, ACCESSORIES OR ANY CONNECTED DEVICES, AND MAY INCREASE THE RISK OF PERSONAL INJURY, DISCOMFORT OR OTHER POTENTIAL HAZARDS. BY USING THE META PORTAL DEVICE, YOU REPRESENT AND WARRANT THAT YOU, AND ANY OTHERS TO WHOM YOU HAVE MADE AVAILABLE ACCESS TO OR USE OF META PORTAL PRODUCTS, HAVE REVIEWED THESE WARNINGS AND INSTRUCTIONS (AND WILL REVIEW ANY UPDATES THERETO), AND WILL ACT IN ACCORDANCE WITH SUCH WARNINGS AND INSTRUCTIONS.
Meta Portal devices are covered by a Limited Warranty (located at https://www.meta.com/legal/limited-warranty/) offered by Meta Platforms Technologies, LLC. Nothing in these Commercial Terms or the Supplemental Terms is intended to either abridge or expand the scope of that Limited Warranty.
You agree to defend (at our request), indemnify and hold harmless Meta and its affiliates, its and their independent contractors and service providers, and each of their respective directors, officers, employees and agents (collectively, “Meta Parties”), from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising out of or in any way connected with (a) your purchase or use of, or inability to use, the Meta Portal Products, (b) your violation of any applicable law or any rights of any third party, (c) any actual or alleged breach by you (or by any third party to whom you made available access or use of the Meta Portal Products) of the Terms or any other applicable terms, policies, warnings, or instructions provided by Meta or a third party in relation to the Meta Portal Products, (d) any use of a Meta Portal Product in violation of applicable law, or any distribution, transfer, or export of a Meta Portal Product, by you and any other user of the Meta Portal Products, (e) any content you provide, upload, or transmit via Meta Products, and (f) any access to or use of the Meta Portal Products by any third party to whom you have made available access or use of the Meta Portal Products. In the event that you provide a Meta Party’s defense to such a claim, you agree that such Meta party (x) shall be consulted regarding, and shall have the right to approve (at our sole discretion), defense strategy, any appeal, and any settlement of the claim, (y) shall have the right to select defense counsel, and (z) may further participate in the defense of the claim with counsel of our own choice at our own expense.
Certain commercial uses may involve activities that pose a high risk of causing death, bodily injury, or damage to property, including but not limited to use in connection with hospital or medical care services, emergency response or notification systems, other critical services or systems requiring high availability or reliability, and similar activities (collectively, “High Risk Use”). Meta Portal Products were not designed for High Risk Use or any activities requiring fail-safe performance. To the fullest extent permitted by applicable law, we disclaim any responsibility for any High Risk Use of Meta Portal Products, and disclaim any express or implied warranty of fitness of Meta Portal Products for a High Risk Use.
You agree to arbitrate any claim, cause of action, or dispute between you and Meta that arises out of or relates to these Commercial Terms or your commercial use of the Meta Portal Products (“Commercial Claim”). This provision does not cover any commercial claims relating to (i) violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, violations of the Brand Usage Guidelines, violations of your or our confidential information or trade secrets, or (ii) efforts to interfere with Meta Portal Products or engage with Meta Portal Products in unauthorized ways (for example, automated ways). If a Commercial Claim between you and Meta is not subject to arbitration, you and Meta agree that such claim must be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim. Without prejudice to the foregoing, you agree that Meta, in its sole discretion, may bring any claim it has against you related to efforts to abuse, interfere, or engage with Meta Portal Products in unauthorized ways in any competent court in the jurisdiction in which you reside that has jurisdiction over the claim.
We and you agree that, by entering into this arbitration provision, all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a Commercial Claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular Commercial Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section then only that Commercial Claim (or only that request for relief) may be severed and brought in court. All other Commercial Claims (or requests for relief) will remain subject to this Section. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to us must be sent to the following address: Meta Platforms, Inc., 1601 Willow Rd. Menlo Park, CA 94025. The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Commercial Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that we will pay for your filing, administrative, and arbitrator fees if your Commercial Claim for damages does not exceed USD $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Commercial Terms containing an arbitration provision (we note, for clarity, that the date on which you make your first commercial use of a Meta Portal device pursuant to these Commercial Terms will constitute such acceptance date). Such notice to us must be submitted to the address here: Meta Platforms, Inc., 1601 Willow Rd. Menlo Park, CA 94025. All Commercial Claims between us, whether subject to arbitration or not, will be governed by California law, excluding California’s conflict of laws rules, except to the extent that California law is contrary to or preempted by U.S. federal law.
These Commercial Terms may be updated from time to time to accurately reflect our services and practices. If changes to these Commercial Terms would adversely impact your commercial use of Meta Portal Products or your responsibilities under these Commercial Terms, we will notify you before we make such changes and give you an opportunity to review them before they go into effect. We may also notify you in advance regarding other changes to these Commercial Terms where required to do so by applicable law. The date reference at the bottom of these Commercial Terms indicates when this agreement was last updated. We hope that you will continue using Meta Portal Products, but if you do not agree to our updated Commercial Terms, you must cease commercial use of Meta Portal Products, and, if you are an entity, cause your employees and representatives to do the same. Your continued commercial use of Meta Portal Products after the effective date of the updated Commercial Terms constitutes your acceptance of those terms.
The Meta Products, including Meta Portal Products, all related software, technical data, and documentation, are “Commercially available off-the-shelf (COTS) items” as defined in Section 2.101 of Title 48 of the US Code of Federal Regulations. We provide the Meta Products for public sector end use, including US Government end use, with the same rights as all other end users pursuant to these Commercial Terms and the Supplemental Terms. If a public sector entity, including a U.S. Government entity, has a need for any additional rights, it must negotiate directly with us to determine if the parties can negotiate an acceptable amendment to these Commercial Terms and the Supplemental Terms that must be included in any applicable contract or agreement.
With respect to your commercial use of Meta Portal Products, if there is a conflict between, on the one hand, these Commercial Terms and, on the other hand, the Supplemental Terms or the Meta Terms of Service, these Commercial Terms shall govern to the extent of the conflict.
These Commercial Terms are effective until terminated and will terminate when the Supplemental Terms between you and us are terminated. Upon such termination, the provisions in Sections 6-16 of these Commercial Terms will remain in place and survive termination.
These Commercial Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Commercial Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
The Terms (and any agreements incorporated by reference therein), make up the entire agreement between you and Meta regarding your commercial use of Meta Portal Products, and supersede any prior agreements between you and us regarding such commercial use.
Effective Date: October 25, 2022