Meta Platforms Technologies Products Commercial Terms
Effective Date: August 23, 2022
Certain Meta Company Products that are not Meta Products are also available for use on the MPT Products, 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 MPT Terms) are available on the MPT Products, 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 MPT 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 MPT 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 MPT Product.
If you are an entity engaged in any commercial use of MPT 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 MPT 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 MPT Products.
These MPT Commercial Terms apply to any commercial use of a MPT Product, regardless of whether the MPT 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 MPT Product is used solely for commercial use or for a combination of commercial and personal uses. If you use a MPT Product for any personal use, the applicable provisions of the Supplemental Terms and Meta Terms of Service (and not these MPT Commercial Terms) apply to such personal use.
Before making a MPT Product available for commercial use by others, you must notify them that their commercial use of MPT 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 MPT Products available for secondary commercial use by third parties and (b) shall not engage in any commercial resale or rental of any MPT Products. You may make your Meta VR Products available to third party customers (“Customers”) in connection with your commercial use of Meta VR Products for location-based experiences, arcades, trainings, or demonstrations (each, an “Extended Use”), provided that you will:
be responsible for all Customer access and use of the Meta VR Products;
separately obtain any necessary permissions or licenses to any Third-Party Services that you permit to be used with the Meta VR Products in the Extended Use;
collect and set the fees (if any) you charge to Customers, including any sales, value-added or other taxes as required by applicable law;
ensure the proper maintenance of the premises where the Extended Use takes place by, at least, keeping the premises clean (if applicable), providing sufficient space for optimal use of the Meta VR Products, keeping the Meta VR Products clean and in good working order, and ensuring that the Meta VR Products are regularly charged;
prior to allowing Customers to use the Meta VR Products, provide a video or some other “proper use” training that instructs Customers on the proper use of the Meta VR Products and sufficiently warns about balance and other safety-related issues;
provide to Customers all content-specific warnings for Third-Party Services that you use in your Extended Use, including any warnings provided by the Third-Party Service provider;
provide to Customers accurate and complete disclosures that comply with applicable law regarding the privacy and security of any data collected, used, stored, transferred, or processed by you in connection with your Customers’ use of any software or experiences that you provide and of the Meta VR Products, which at a minimum will include the following disclosures:
That you will collect, use, and have access to data about a Customer’s end-users for the purposes of provisioning, managing and monitoring the Customer’s use of Meta VR Products or other software and experiences you provide, and for providing support to Customer; and
Meta is not responsible for the collection, use, storage and disclosure of data by you related to Customer’s use of Meta VR Products or other software and experiences you provide.
follow all health and safety warnings provided by Meta with or in connection with the use of the Meta VR Products.
You are responsible for ensuring that the privacy settings for use of a MPT Product are satisfactory to you and to each individual user of the MPT Product.
To the fullest extent permitted by applicable law, except for the limited warranties set forth in Section 8 of these MPT Commercial Terms, (i) MPT Products are provided “as is” for commercial use and we make no representations or warranties about commercial use of MPT Products; (ii) we make no representations or guarantees that MPT 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 MPT Product dedicated solely to commercial use or of a MPT 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 MPT 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 MPT Commercial Terms, the Supplemental Terms or the Meta Products (including MPT 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 MPT 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 applicable MPT Product 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 MPT 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 MPT 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 MPT 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 MPT PRODUCT, WHICH ARE AVAILABLE AT https://www.meta.com/legal/quest/health-and-safety-warnings/. FOR AVOIDANCE OF DOUBT, AND AS STATED IN SUCH HEALTH AND SAFETY WARNINGS, MPT PRODUCTS ARE FOR INDOOR USE ONLY.
WARNING: FAILURE TO FOLLOW THIS HEALTH AND SAFETY INFORMATION MAY RESULT IN DAMAGE TO A MPT PRODUCT DEVICE, ACCESSORIES OR ANY CONNECTED DEVICES, AND MAY INCREASE THE RISK OF PERSONAL INJURY, DISCOMFORT OR OTHER POTENTIAL HAZARDS. BY USING THE MPT PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU, AND ANY OTHERS TO WHOM YOU HAVE MADE AVAILABLE ACCESS TO OR USE OF MPT PRODUCTS, HAVE REVIEWED THESE WARNINGS AND INSTRUCTIONS (AND WILL REVIEW ANY UPDATES THERETO), AND WILL ACT IN ACCORDANCE WITH SUCH WARNINGS AND INSTRUCTIONS.
MPT Product 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 MPT Commercial Terms or the Supplemental Terms is intended to either abridge or expand the scope of that Limited Warranty. NOTE: YOUR COMMERCIAL USE OF META PLATFORMS TECHNOLOGIES PRODUCTS DOES NOT PROVIDE YOU ENTERPRISE-LEVEL WARRANTY AND SUPPORT SERVICES, WHICH MAY OTHERWISE BE AVAILABLE FOR EXISTING META VR PRODUCTS OR MPT PRODUCTS.
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 MPT 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 MPT Products) of the Terms or any other applicable terms, policies, warnings, or instructions provided by Meta or a third party in relation to the MPT Products, (d) any use of a MPT Product in violation of applicable law, or any distribution, transfer, or export of a MPT Product, by you and any other user of the MPT Products, (e) any content you provide, upload, or transmit via Meta Products, and (f) any access to or use of the MPT Products by any third party to whom you have made available access or use of the MPT 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”). MPT 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 MPT Products, and disclaim any express or implied warranty of fitness of MPT 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 MPT Commercial Terms or your commercial use of the MPT 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 MPT Products or engage with MPT 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 MPT 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. For example, 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 MPT 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 MPT Commercial Terms containing an arbitration provision (we note, for clarity, that the date on which you make your first commercial use of a MPT Product pursuant to these MPT 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 MPT Commercial Terms may be updated from time to time to accurately reflect our services and practices. If changes to these MPT Commercial Terms would adversely impact your commercial use of MPT Products or your responsibilities under these MPT 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 MPT Commercial Terms where required to do so by applicable law. We hope that you will continue using MPT Products, but if you do not agree to our updated MPT Commercial Terms, you must cease commercial use of MPT Products, and, if you are an entity, cause your employees and representatives to do the same. Your continued commercial use of MPT Products after the effective date of the updated MPT Commercial Terms constitutes your acceptance of those terms.
The Meta Products, including MPT 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 U.S. Government end use, with the same rights as all other end users pursuant to these MPT 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 MPT Commercial Terms and the Supplemental Terms that must be included in any applicable contract or agreement.
With respect to your commercial use of MPT Products, if there is a conflict between, on the one hand, these MPT Commercial Terms and, on the other hand, the Supplemental Terms or the Meta Terms of Service, these MPT Commercial Terms shall govern to the extent of the conflict.
These MPT 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 MPT Commercial Terms will remain in place and survive termination.
For avoidance of doubt, the provisions stated in Section 4.5 of the Meta Terms of Service also apply to these MPT Commercial Terms. Meta may at any time assign, transfer, charge, or subcontract all or any of its rights or obligations under these MPT Commercial Terms. Nothing in these MPT Commercial Terms limits any of our rights under the Meta Terms of Service or any additional terms that they reference.
The Terms (and any agreements incorporated by reference therein), make up the entire agreement between you and Meta regarding your commercial use of MPT Products, and supersede any prior agreements between you and us regarding such commercial use.