Last updated: 6 March 2024
These Meta for Work Terms of Service (these "Terms") apply to your purchase of, access to and use of the Services (as defined below), including access to and use of the Services in connection with Managed Devices (as defined below). These Terms are between you and Meta Platforms, Inc., unless you are located in the European Region (as defined at meta.com/legal/quest/territories/), in which case these Terms are between you and Meta Platforms Ireland Limited. References to "Meta", "us", "we" or "our" mean either Meta Platforms, Inc., or Meta Platforms Ireland Limited, as applicable. Any capitalised terms not defined when first used herein shall have the meaning given to such terms in Section 19 (Definitions) below.
THE NATURAL PERSON ENTERING INTO THESE TERMS HEREBY REPRESENTS AND WARRANTS THAT SUCH PERSON IS ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY DOMICILED IN A SUPPORTED COUNTRY, AND THAT SUCH PERSON HAS FULL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. References to "you", "your" or "Customer" herein mean such entity. You and Meta may be referred to herein individually as a "Party" or collectively as the "Parties".
Australian small businesses. If you are an Australian small business, these Terms may be subject to the Australian Consumer Law and your rights under the Australian Consumer Law. If the Australian Consumer Law applies to you and your use of the Services, the additional provisions located at forwork.meta.com/legal/mfw-terms-of-service/australia-addendum/ form part of these Terms and are incorporated herein by reference.
The Services.
Your usage rights. During the Term, and subject to your compliance with these Terms, Meta hereby grants to you a limited, non-exclusive, non-sublicensable (except as expressly set forth herein), and non-transferable right to access and use the Services solely as set forth in these Terms.
Managed accounts and administrators. In order to access and use the Services, you must first set up a Customer instance for the Services and then provision managed work accounts with Meta for your Users ("Managed Accounts"). The registration information for the Managed Accounts must be accurate and complete, and kept up to date. You must keep, and shall cause Users to keep, all login credentials confidential, and you agree to notify Meta immediately if you or any User discovers any unauthorised use of any Managed Accounts or login credentials, including those of Administrators. Managed Accounts are for individual Users and, except as permitted in these Terms or otherwise approved by Meta, cannot be shared or transferred. During the initial setup of your customer instance, you will designate an Administrator for your customer instance. You must have at least one (1) active Administrator for the customer instance at all times. Administrators may have the ability to access, monitor, use, modify, withhold or disclose any information you submit via the Services (including Customer Data) and to control User access to the Services. Meta is not responsible for the management or administration of Customer instances, Managed Accounts or for the use, access, alteration, distribution or deletion of Customer Data by you or Users. For clarity, the Services are provided to you, not to Users individually, and you will ensure that all Users comply with these Terms and the Additional Terms. You acknowledge that any act or omission taken or not taken by a User that would constitute a breach of these Terms or the Additional Terms if such act or omission had been taken or not taken by you will be considered a breach of these Terms or the Additional Terms (as applicable) by you. Where Meta determines that a User has breached these Terms or the Additional Terms, Meta may take enforcement action against the User and the applicable Managed Account, which may include restricting account functionality, limiting access to data or content, or temporarily suspending or permanently disabling the account or related profile.
Shared Mode. The Services may offer functionality to provide Users with restricted access to and use of Managed Devices configured in a kiosk or shared mode without the use of a Managed Account for the purpose of location-based experiences, arcades, kiosks, trainings, demonstrations or other similar uses ("Shared Mode"). Subject to these Terms and an active subscription to Shared Mode, you may provide Users with access to Managed Devices in Shared Mode, provided that you will: (i) obtain all relevant consents from Users accessing and using the Services and Managed Devices in Shared Mode, including consent to comply with these Terms and the Additional Terms; (ii) be responsible for all Users' access to and use of the Managed Devices in Shared Mode; (iii) separately obtain any necessary permissions or licences to any third-party software, services or experiences that you permit to be used in Shared Mode and provide Users any content-specific warnings, as applicable; (iv) collect and set the fees (if any) that you charge in connection with Managed Devices in Shared Mode, including any sales, value-added or other taxes as required by applicable law; (v) ensure the proper maintenance and safety of the premises where the access and use takes place; (vi) follow, and ensure that all Users follow, all health, safety and other warnings and instructions provided by Meta prior to and during use of the Managed Devices, including, without limitation, those referenced in Section 15 below; (vii) if Users of Shared Mode are below the age of legal majority where they reside, provide a parent or guardian of such Users with all applicable health and safety warnings, information and instructions prior to use of a Managed Device by the Users, including, without limitation, the information located at www.meta.com/quest/warnings/ (see also Section 15 below); (viii) if Users of Shared Mode are below the age of legal majority where they reside, comply with all applicable age-related content laws, requirements and restrictions; and (ix) provide Users with accurate and complete disclosures, and obtain and maintain any required consents, that comply with applicable law regarding the privacy and security of any data collected, used, stored, transferred or processed by you in connection with their use of the Managed Devices, which at a minimum will include the following disclosures: (A) that you may collect, use and have access to data about the Users for the purpose of provisioning, managing and monitoring the Users' use of the applicable Managed Device in Shared Mode; and (B) neither Meta nor its Affiliates are responsible for your collection, use, storage and disclosure of data related to the Users' use of the applicable Managed Device in Shared Mode.
Restrictions. You must not enter into these Terms unless you are a company, organisation or other legal entity domiciled in a Supported Country. You will not (and will cause Users not to): (i) access or use the Services on behalf of any third party or rent, lease, provide access to or sublicense the Services to any third party (other than Users in accordance with these Terms, to the extent expressly permitted herein in connection with Shared Mode or as otherwise approved in writing by Meta); (ii) reverse engineer, decompile, disassemble or otherwise seek to obtain the source code to the Services or Managed Devices, except to the extent that such restriction is expressly prohibited by applicable law (and then only upon advance notice to Meta); (iii) copy, modify or create derivative works of the Services or Managed Devices; (iv) remove, modify or obscure any proprietary or other notices contained in the Services or Managed Devices; (v) publicly disseminate technical information regarding the performance of the Services or Managed Devices; (vi) circumvent or attempt to avoid any filtering, security measures or other features designed to protect the Services or the Meta platform; (vii) attempt to gain unauthorised access to the Services or its related systems or networks; or (viii) access or use the Services or Managed Devices (or allow others to access or use the Services or Managed Devices) in any manner, or for any purpose, not expressly permitted herein.
Modifications to the Services. We work continuously to improve our services and to develop and test new features to make our products better for you. As a result, we need to be able to make modifications to the Services from time to time. You acknowledge that the features and functionality of the Services may vary, and may change over time. In addition, certain features or functionality relating to the Services may be disabled or made available in modified form based on a User's location or other factors.
Use of APIs. During the Term, Meta may make available to you one or more APIs, SDKs, tools, plugins, code and technology ("APIs"), in order for you to develop and use services, applications and integrations that complement your use of the Services. Any use of such APIs by you, Users or any third party on your behalf shall be governed by the Meta Platform Terms (located at developers.facebook.com/terms/) and any separate terms that may be applicable to such APIs, each as may be updated by Meta from time to time in accordance with their terms.
Your responsibilities. In connection with these Terms, you will (and will cause Users to):
be solely responsible for: (i) the use of the Services and the Managed Devices in compliance with these Terms and the Additional Terms by you and any of your Affiliates, employees, agents, subcontractors and Users; (ii) all legal, regulatory and other logistical compliance obligations that may arise in connection with the use of the Services and Managed Devices by you and any of your Affiliates, employees, agents, subcontractors and Users, whether in a Supported Country or not, including providing any notice to or obtaining any consents from Users or other individuals who use the Services, Managed Devices and/or have a Managed Account, as may be required by applicable law; (iii) your acts and omissions and the acts and omissions of any of your Affiliates, employees, agents, subcontractors and Users; (iv) your management of the settings and controls available through the Services, including, without limitation, any resulting forfeiture of an application or entitlement associated with a Managed Account; (v) ensuring that the privacy settings for use of the Services and the Managed Devices are satisfactory to you and your Affiliates, employees, agents, subcontractors and Users; and (vi) any fees for Third-party Services while using the Services and the Managed Devices;
except as otherwise permitted by Meta, ensure that any natural person that you allow to use the Services is at least eighteen (18) years old, or if higher, the age of legal majority where they reside; provided that, solely with respect to the use of Managed Devices in Shared Mode, you may allow natural persons who are at least thirteen (13) years old (or older, depending on the applicable legal requirements where they reside) to access and use the Services with Managed Devices in Shared Mode;
neither infringe nor violate the intellectual property or other rights of Meta, its Affiliates, its users or any third party; and
neither access nor use the Services or the Managed Devices for any activity that: (i) violates these Terms or the Additional Terms; (ii) violates the Acceptable Use Policy (located at forwork.meta.com/legal/mfw-acceptable-use-policy/) or the Code of Conduct for Virtual Experiences, as each may be updated from time to time in accordance with their terms; (iii) violates any applicable laws, rules or regulations; or (iv) interferes with or disrupts the integrity of the Services, the Managed Devices or Meta's source code and data contained therein.
Additional Meta Terms. The Services, Managed Accounts and Managed Devices can be used to access other software, applications, services and content provided by Meta, and your and your Users' and Affiliates' use of such software, services and content may be subject to other Meta terms or policies, including, as applicable, the terms and policies located at meta.com/legal/ (collectively, the "Additional Terms"). Such Additional Terms (as may be amended from time to time) are incorporated herein by reference, however, in the event that any Additional Terms conflict with the provisions of these Terms, these Terms will govern to the extent of such conflict. Without limiting the foregoing, you agree that any commercial, business or other non-personal use of such other software, applications, services and content provided by Meta which are not Services are subject to the Meta Platforms Technologies Products Commercial Terms (located at meta.com/legal/quest/commercial-terms/), as may be updated by Meta from time to time.
Third-party Services. The Services and Managed Devices can be used to access software, applications, services and content provided by you or third parties, including, without limitation, private custom applications and related content developed by you or on your behalf by a third party ("Third-party Services"). In some cases, Meta or its Affiliates may distribute or make available Third-party Services to you on behalf of a third party.
Third-party Terms. Your use of certain Third-party Services may be subject to additional terms, conditions and policies imposed by the third party (together, "Third-party Terms"). You are responsible for complying with any applicable Third-party Terms and you agree to review any applicable Third-party Terms prior to accessing or using any Third-party Services. In addition, as between you and Meta, you are solely responsible for acquiring and maintaining all appropriate licences, rights and permissions to any Third-party Service, and ensuring that the Third-party Service complies with all applicable laws and regulations. To the maximum extent permitted by applicable law, we have no obligations or liability for: (i) your access to or use of any Third-party Services, and (ii) any information that you provide, or authorise us to provide to any Third-party Services, or the collection, use or disclosure of such information by any third party in connection with such Third-party Services (including the provider of such services). You acknowledge that Meta is not a party to such Third-party Terms; however, in the event that any Third-party Terms conflict with the provisions of these Terms with respect to access to or use of the Services, you agree that these Terms will govern to the extent of such conflict.
Default end user licence. If you access or use any Third-party Service for which there are no licence terms expressly governing your access to and use of such Third-party Service and such Third-party Service was distributed or made available to you by Meta or its Affiliate on behalf of the Third-party Service provider, the following licence terms shall apply to your access to and use of such Third-party Service: (i) the third party providing the Third-party Service (and not Meta or its Affiliates) is the licensor of such Third-party Services; (ii) such third party grants to you a limited, non-transferable licence to access and use the Third-party Services only for your personal and non-commercial purposes; and (iii) you may not modify, reverse engineer, decompile or disassemble the Third-party Services in whole or in part or create any derivative works from or sublicense any rights in or to the Third-party Services, except to the extent that such restriction is expressly prohibited by applicable law (and then only upon advance notice to Meta) or unless otherwise expressly authorised by the third party. Meta and its Affiliates are not parties to such default licence agreement between you and the provider of such Third-party Services.
Discontinuation of Third-party Services. Third-party Services may require access to data about Users, the Services and Managed Devices, which access may be subject to agreements between Third-party Service providers and Meta. We may suspend or disable this access for a Third-party Service if the applicable Third-party Service provider breaches such agreements or if such agreements are terminated, or if such provider, the Third-party Service or you violates any of our terms or policies or applicable law, or if Meta deems such action necessary to prevent harm to the security, stability, availability or integrity of the Services or other Meta products or services. This may adversely affect your use of such Third-party Service, including by making such Third-party Service partially or fully inoperable. To the maximum extent permitted by applicable law, we will have no liability to you for removing or disabling access to data, software, applications, services or content by a third party or you for these reasons, and will not be responsible for any information, content or other materials that are deleted or become inaccessible due to such removal or disablement. This means, without limitation, that to the maximum extent permitted by applicable law, Meta will not provide you with any refunds for such Third-party Services in these cases. Any rights, including refund claims, which you may have under your agreements with third parties will remain unaffected by this Section 4.c.
Support and hardware warranty.
Support. Subject to these Terms, Meta will provide standard support for your use of the Services as described at forwork.meta.com/pricing, as may be updated by Meta from time to time ("Support"). Meta may, at its sole discretion, elect to make available to you for purchase certain additional support add-ons. Meta has no obligation to provide support for Third-party Services or any other product or service not offered to you by Meta. More information regarding such add-ons can be found at forwork.meta.com/pricing. The add-ons, including your use thereof, are subject to these Terms and any supplemental terms from Meta governing such add-ons, as may be updated by Meta from time to time.
Hardware warranty. Managed Devices are covered by a limited warranty (located at meta.com/legal/limited-warranty/), as may be updated by Meta from time to time, and nothing in these Terms or the Additional Terms is intended to either abridge or expand the scope of such limited warranty. Meta may also make available for additional purchase an extended warranty, and more information regarding such extended warranty can be found at meta.com/legal/meta-warranty-plus/.
Fees and payment.
Fees. You agree to pay to Meta the then-current standard fees for the Services (currently available at forwork.meta.com/pricing and as may be updated by Meta from time to time) for your use of the Services (the "Fees"), unless otherwise agreed in writing by Meta or a Reseller (as defined below in Section 19.n). Notwithstanding the foregoing, Meta may, at its sole discretion, offer you free access to the Services, or any part thereof, for a limited fixed period. At the end of such free access period, the Fees described above will apply to your use of the Services.
Payments. Payment for use of the Services shall be charged by payment card, and we will notify you of any processing fees or other service charges associated with your use of a particular payment card, prior to charging such card for your use of the Services. You agree that Meta or any Affiliate of Meta may collect your payment for the Services, that Meta may assign its right to receive payment for the Services to any Affiliate, and that Meta or its Affiliates may utilise third parties in connection with collecting payments from you. Meta reserves the right from time to time to add new payment categories or eliminate existing ones. You agree that we may obtain your business credit report from a credit bureau during the Term or any time thereafter. Any late payments shall be subject to a service charge equal to one and one half per cent (1.5%) per month of the amount due or the maximum amount allowed by law, whichever is less. Notwithstanding the foregoing, if you are domiciled in France, any late payment shall be subject to a service charge of an amount not lower than three (3) times the then-current legal interest rate (set by decree of the French Minister of the Economy), and in addition to such service charge, any late payment shall be subject to an additional lump sum compensation of at least forty Euros (€40).
Taxes. All Fees are stated exclusive of any applicable taxes, and you are required to pay and bear any sales, use, GST, value-added, withholding or similar taxes or duties, whether domestic or foreign, related to the transactions under these Terms, other than taxes based on the income of Meta. You will pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding. In the event any payment that you make under these Terms is subject to a deduction or withholding, you shall be responsible for making the appropriate payment to the appropriate taxing authorities and financially responsible for interest, penalties, fines or similar liabilities resulting from your failure to timely remit such taxes to the proper governmental authority or agency. You acknowledge and accept that you are accessing and using the Services at the billing address listed in these Terms or otherwise provided to us in writing and if such address is in the US, we will charge you applicable US sales/use tax based on the location of your billing address. If a US state taxing authority asserts that Meta should have collected taxes from you, and you paid such taxes directly to the state, you agree to provide us proof that such tax was paid (to the satisfaction of such taxing authority) within thirty (30) days of Meta's written request thereof. You agree to indemnify us for any underpayment or non-payment of any tax, penalty and interest.
Confidentiality.
Obligations. Each Party agrees that all business, technical and financial information it obtains (as "Receiving Party") from the disclosing Party or its Affiliates, employees, agents or subcontractors in connection with these Terms ("Disclosing Party") constitutes the confidential property of the Disclosing Party ("Confidential Information"), provided that such information is identified as either confidential or proprietary at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. For the avoidance of doubt, the Services and any and all related and underlying technology and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Meta shall be considered Meta's Confidential Information. Except as expressly authorised herein, the Receiving Party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Meta, its Affiliates and subcontractors), provided that they are bound to confidentiality obligations no less protective of the Disclosing Party's Confidential Information as provided in this Section 7 and that the Receiving Party remains responsible for compliance by any such person with the terms of this Section 7. For the avoidance of doubt, nothing in this Section 7 limits or restricts Meta's ownership and licensed rights hereunder, including its rights to use Feedback.
Exceptions. The Receiving Party's confidentiality obligations hereunder will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may retain copies of and/or make disclosures of Confidential Information to the extent required by any applicable law, regulation or binding legal order, provided that (unless prohibited by law, regulation or the relevant order) the Receiving Party notifies the Disclosing Party (to the extent practicable in advance of such disclosure) and cooperates in any lawful effort by the Disclosing Party to object to or limit such disclosure or to obtain confidential treatment for such disclosure.
Injunctive relief. The Receiving Party acknowledges that use of or disclosure of Confidential Information in violation of this Section 7 could cause substantial harm to the Disclosing Party for which damages alone would not be a sufficient remedy, and therefore that, upon any such threatened or actual use or disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Intellectual property rights.
Meta ownership. These Terms apply to your access to and use of the Services, and no ownership rights are conveyed under these Terms to you, your Affiliates, your Users or any other third party. Meta and its licensors retain all rights, titles and interests (including all intellectual property rights) in and to the Services and the Managed Devices, any and all related and underlying technology and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Meta, including based on your Feedback (as defined below). No rights are granted to you except as expressly set forth in these Terms.
Feedback. If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the Services, the Managed Devices or the APIs, or our other products or services (collectively, "Feedback"), and notwithstanding anything herein to the contrary, we and our designees may freely use or otherwise exploit such Feedback in connection with any of our products or services or those of our Affiliates, without obligation or compensation to you or any other third party.
Data Rights and Obligations.
Customer Data. Pursuant to these Terms, you retain all right, title and interest in and to Customer Data, and during the Term, you grant to Meta a non-exclusive, worldwide, royalty-free, fully paid right to use Customer Data to provide and improve the Services (including Support) and to promote safety, integrity and security, and to comply with applicable law.
You agree (i) that neither Meta nor its Affiliates are obligated to provide or make available to you or any entity associated with a User any information related to personal accounts that a User may otherwise have with Meta for other products or services that Meta offers; (ii) that you are solely responsible for the accuracy and content of Customer Data; (iii) to obtain all necessary rights and consents required by law from Users and any applicable third party to allow the collection and use of Customer Data as contemplated in these Terms; and (iv) that you are responsible for ensuring that your use of the Services, including Customer Data and its use hereunder, will not violate any law or third-party rights, including intellectual property, privacy or publicity rights. If any Customer Data is submitted or used in violation of this Section 9, you agree to promptly remove it from the Services. You are solely responsible for any decision to share Customer Data among Users, or with any third parties, and neither Meta nor its Affiliates are responsible for the use, access, alteration, distribution or deletion of Customer Data by those to whom you or Users make it available.
Notwithstanding anything contained in these Terms, you are and at all times remain responsible for providing adequate privacy notices and disclosures and obtaining any consents necessary from your personnel, Users and any third parties that use the Services and Managed Devices, with respect to any personal information collected or processed by Meta, you or on your behalf while using the Services and Managed Devices.
Personal Data. To the extent that Meta processes Applicable Personal Data under these Terms as a "Service Provider" or "Processor", the Meta Global Processor Terms (located at https://www.facebook.com/legal/terms/Meta-Global-Processor-Terms) shall apply. In the event of international data transfers of Applicable Personal Data that are subject to the European Data Protection Requirements, Section 4 of the European Region Terms of Meta Global Processor Terms shall apply. The Parties agree that, to the extent applicable, the Meta Global Processor Terms, as may be updated by Meta from time to time in accordance with its terms, form part of these Terms and are incorporated herein by reference. Any capitalised terms used in this subsection (b) which are not defined in these Terms shall have the meaning given to such terms in the Meta Global Processor Terms. For purposes of these Terms, "Applicable Personal Data" means Personal Data that is Customer Data.
In connection with Applicable Personal Data, Customer hereby generally authorises and instructs Meta to engage the subcontractors and sub-processors included in the list located at forwork.meta.com/legal/mfw-subprocessor-list/, as may be updated by Meta from time to time, and in accordance with the Meta Global Processor Terms.
Prohibited Data. You agree not to submit via the Services any information or data that is subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation ("Prohibited Information"). With regard to health information, you acknowledge that Meta is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act ("HIPAA")) and that the Services are not HIPAA-compliant. Meta will have no liability under these Terms for Prohibited Information, notwithstanding anything to the contrary herein.
Other information. You acknowledge and agree that Meta collects, stores and uses the following information (such information, excluding any Customer Data, collectively, "Service Data"): (i) information from your customer instance; (ii) usage, log and functional information generated from your use of the Services; (iii) performance, diagnostics and analytics information about the Services; and (iv) information related to your technical or other support requests. Subject to these Terms and applicable law, we may share Service Data with our Affiliates, agents, contractors and other representatives, and we and our Affiliates may use it to develop, operate, provide, improve, understand, customise, support and market the Services, our other services, and the services and products of our Affiliates. In addition, Meta may share data collected pursuant to this Section 9.d with Resellers to the extent necessary to provide, improve and support the Services. Data collected pursuant to this Section 9.d will be treated in accordance with the Meta Privacy Policy (located at facebook.com/privacy/policy/), which is supplemented by the Supplemental Meta Platforms Technologies Privacy Policy (located at meta.com/legal/privacy-policy/).
Backups. Meta does not provide an archiving service, and you are solely responsible for creating backups of all of your data, including your Customer Data.
Data Security.
Security of Customer Data. We will use appropriate technical, organisational and security measures designed to protect Customer Data in our possession against unauthorised access, alteration, disclosure or destruction in accordance with the Data Security Addendum located at forwork.meta.com/legal/mfw-data-security-addendum/ (the "Data Security Addendum").
Legal Disclosures and Third-party Requests. You are generally responsible for responding to third-party requests regarding Customer Data, such as from regulators, Users or law enforcement agencies ("Third-party Requests"), but you understand that, in response to a Third-party Request, Meta may disclose Customer Data and other information to comply with its legal obligations. In such circumstances, we will, to the extent allowed by law and by the terms of the Third-party Request, use reasonable efforts to (i) notify you of our receipt of a Third-party Request and ask the third party to contact you and (ii) comply with your reasonable requests regarding your efforts to oppose a Third-party Request at your expense. You will first seek to obtain the information required to respond to the Third-party Request on your own and will only contact us if you cannot reasonably obtain such information.
Term and termination.
Term. These Terms shall be effective until terminated as permitted herein (the "Term").
Termination for convenience. Either Party may terminate these Terms at any time, for no reason or any reason, upon thirty (30) days' advance notice (in accordance with Section 18.h (Notices) below) to the other Party.
Meta termination and suspension. Meta may terminate these Terms, at its discretion, in the event of your breach that is not cured to the satisfaction of Meta within ten (10) days of receipt of written notice describing the breach. In addition, without affecting our other rights under these Terms, Meta may immediately suspend your access to or use of the Services if you breach these Terms (including by failing to make timely payment of any Fees due to Meta hereunder) or if we deem such action necessary to prevent harm to the security, stability, availability or integrity of the Services or other Meta products or services. To the maximum extent permitted by applicable law, Meta and its Affiliates assume no liability for such loss of access or use and will have no obligations related to such loss.
Deletion of Customer Data. Meta will delete Customer Data promptly after any termination of these Terms and/or your customer instance, but you understand that deleted content may persist in backup copies for a reasonable period of time while deletion is carried out. As set forth in Section 9.e (Backups) above, you are solely responsible for creating any backups of all of your data, including your Customer Data.
Effect of termination. Upon any termination of these Terms: (i) you will immediately cease, and will cause each User to immediately cease, access to or use of the Services; (ii) at the Disclosing Party's request, and subject to Section 11.d (Deletion of Customer Data), the Receiving Party will promptly return or delete any of the Disclosing Party's Confidential Information in its possession; (iii) you will promptly pay to Meta any unpaid Fees incurred prior to termination; and (iv) if Meta terminates these Terms without cause in accordance with Section 11.b (Termination for Convenience), Meta will refund to you a pro rata amount of any pre-paid fees for unused Services (where applicable).
Survival. The following sections shall survive any termination of these Terms: 1.d (Restrictions), 2 (Your responsibilities), 3 (Additional Meta Terms) and 6 (Fees and payment) to 19 (Definitions).
Disclaimer of warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, META AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NEITHER WE NOR OUR AFFILIATES GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES RELATED TO THE AVAILABILITY OR USE OF THE SERVICES OR THE MANAGED DEVICES, EITHER WITHIN OR OUTSIDE THE SUPPORTED TERRITORIES, INCLUDING THE COMPLIANCE OF SUCH SERVICES OR MANAGED DEVICES WITH ANY LEGAL OR REGULATORY OBLIGATIONS, WHETHER WITHIN OR OUTSIDE THE SUPPORTED TERRITORIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, META AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES THAT YOU CHOOSE TO ACCESS OR USE IN CONNECTION WITH THE SERVICES AND/OR MANAGED DEVICES, AND YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS OR USE OF ANY SUCH THIRD-PARTY SERVICES IS AT YOUR OWN RISK.
NEITHER WE NOR OUR AFFILIATES WARRANT THAT THE SERVICES CAN BE COMMERCIALLY USED IN ANY SPECIFIC REGULATED FIELD OR SECTOR (FOR EXAMPLE, THE GOVERNMENT, HEALTHCARE, FINANCIAL SERVICES OR EDUCATIONAL FIELDS), OR THAT THEY ARE SUITABLE OR DESIGNED FOR USE FOR ANY PARTICULAR COMMERCIAL USE, FIELD OR SECTOR, OR SECURITY ENVIRONMENT. IT IS YOUR RESPONSIBILITY TO DETERMINE WHETHER THE SERVICES 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 THE SERVICES FOR ANY COMMERCIAL USE THAT, UNDER APPLICABLE LAW, WOULD IMPOSE ADDITIONAL LEGAL REQUIREMENTS ON US OR OUR AFFILIATES OR OTHERWISE EXPOSE US OR OUR AFFILIATES TO ANY LIABILITY RELATING TO ANY THIRD PARTY.
Limitation of liability.
Except for excluded claims (as defined below):
NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, LOST OR INACCURATE DATA, INTERRUPTION OR LOSS OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
NEITHER PARTY'S ENTIRE LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THESE TERMS, THE SERVICES OR THE MANAGED DEVICES WILL EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO META IN CONNECTION WITH THE SERVICE GIVING RISE TO THE CLAIM DURING THE PRIOR TWELVE (12) MONTHS UNDER THESE TERMS OR, IF NO FEES ARE PAID OR PAYABLE DURING SUCH PERIOD, TEN THOUSAND US DOLLARS (USD 10,000).
For the purposes of this Section 13, "Excluded Claims" means: (i) Customer's liability arising under Section 2 (Your Responsibilities) or Section 9 (Data Rights and Obligations); (ii) a Party's breach of its obligations in Section 7 (Confidentiality) other than claims relating to Customer Data; (iii) Customer's indemnification obligations in Section 14 (Indemnification) of these Terms; (iv) Customer's liability arising from software, applications, services or content provided by or on behalf of Customer in connection with the Services or Managed Devices; and (v) any other liability to the extent that it is not capable of being excluded or limited under applicable law.
Indemnification.
By customer. You agree to defend (at our request), indemnify and hold us and our Affiliates harmless from and against any third-party claims, liabilities, damages, losses and expenses (except to the extent caused by our negligence, fraud or wilful misconduct), including, without limitation, reasonable legal fees and costs, arising out of or in any way connected with (i) your or your Users' purchase or use of, or inability to use, the Services, Managed Accounts or Managed Devices; (ii) any actual or alleged breach by you, Users or your Affiliates of these Terms or any other applicable terms or policies referenced in these Terms, (iii) any act or omission of any Affiliate or other User (including any actions taken by Administrators with respect to the Customer instance, Users, Managed Accounts or Managed Devices); (iv) any use of the Services or the Managed Devices in violation of applicable law or the rights of any third party; (v) any Customer Data or other data or content you provide, upload or transmit via the Services or Managed Devices; or (vi) any access to or use of the Services by any third party to whom you have made available access or use of the Services. We may participate in the defence and settlement of any such claims with our own counsel and at our own expense. You shall not settle any claim without our prior written consent if the settlement requires us to take any action, refrain from taking any action or admit any liability.
By Meta. Meta agrees to defend, indemnify and hold you and your respective employees, directors and officers harmless from (i) any damages finally awarded to a third party against you; and (ii) any reasonable legal fees and costs actually incurred, in each case of (i) and (ii), solely in connection with a third-party suit against you claiming that the Services, in the form provided by Meta and used in accordance with these Terms, infringe, misappropriate or otherwise violate any valid third-party patent, copyright or trademark right in the Supported Countries existing as of the date that you entered into these Terms, provided that you: (A) give Meta prompt notice when you become aware of the claim, including the nature of the claim and the amount of damages and nature of other relief sought; (B) give complete authority and assistance (at Meta's expense) for disposition of the claim; and (C) make no prejudicial admission about the claim. You may participate in the defence and settlement of any such claim with your own counsel and at your own expense. We shall not settle any claim without your written consent, not to be unreasonably withheld or delayed, if the settlement requires you to take any action, refrain from taking any action or that makes an admission of any liability with respect to such claim. Meta has no liability for any: (1) use of the Services other than in accordance with these Terms; (2) claims resulting from combining the Services with a product or software not supplied by Meta; (3) modification or customisations of the Services by anyone other than Meta; (4) compromise or settlement made without Meta's written consent; (5) claims resulting from your failure to install updates, upgrades, error corrections, changes or revisions; or (6) Customer Data or Third-party Services. If a claim is made or is likely, Meta may, at its option and expense: (I) obtain the right for you to continue using the Services in accordance with these Terms; (II) substitute the allegedly infringing component of the Services with an equivalent, non-infringing component; or (III) modify the Services to be non-infringing. If options (I) to (III) are not commercially reasonable as determined by Meta, Meta may terminate these Terms upon notice to you and credit you any prepaid fees paid for the Services but not yet earned by Meta.
Safety.
Warnings. THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS (AVAILABLE AT WWW.META.COM/QUEST/WARNINGS/). THAT YOU MUST READ BEFORE USING A MANAGED DEVICE OR ALLOWING A USER BELOW THE AGE OF LEGAL MAJORITY FROM ACCESSING AND USING A MANAGED DEVICE IN SHARED MODE (SEE SECTION 1.C ABOVE). THESE INCLUDE WARNINGS, INFORMATION AND INSTRUCTIONS THAT A PARENT OR GUARDIAN MUST REVIEW AND CONSIDER BEFORE DETERMINING THAT A USER BELOW THE AGE OF MATURITY IS READY TO USE MANAGED DEVICES IN SHARED MODE. FOR AVOIDANCE OF DOUBT, AND AS STATED IN SUCH HEALTH AND SAFETY WARNINGS, MANAGED DEVICES ARE FOR INDOOR USE ONLY. FAILURE TO FOLLOW THIS HEALTH AND SAFETY INFORMATION MAY RESULT IN DAMAGE TO A MANAGED DEVICE, ACCESSORIES OR ANY CONNECTED DEVICES, AND MAY INCREASE THE RISK OF PERSONAL INJURY, DISCOMFORT OR OTHER POTENTIAL HAZARDS. BY USING THE MANAGED DEVICES, YOU REPRESENT AND WARRANT THAT YOU, AND ANY OTHERS TO WHOM YOU HAVE MADE AVAILABLE ACCESS TO OR USE OF MANAGED DEVICES, HAVE REVIEWED THESE WARNINGS AND INSTRUCTIONS (AND WILL REVIEW ANY UPDATES THERETO), AND WILL ACT IN ACCORDANCE WITH SUCH WARNINGS AND INSTRUCTIONS.
High-risk Use. 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"). Neither the Services nor Managed Devices were designed for High-risk Use or any activities requiring fail-safe performance. To the maximum extent permitted by applicable law, we disclaim any responsibility for any High-risk Use of the Services or Managed Devices and disclaim any express or implied warranty of fitness of Managed Devices for a High-risk Use.
Disputes and governing law. As set forth in this Section, the procedure for resolving any claim, cause of action or dispute between you and Meta (or our respective parents, affiliates, agents, predecessors, successors and assigns) that arises out of or relates to these Terms or the Services (a "Claim") differs depending on whether or not you are domiciled in the United States.
If you are domiciled in the United States , you agree to arbitrate any 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 the Services or engage with the Services in unauthorised ways. If a Claim between you and Meta is not subject to arbitration, you and Meta agree that such claim must be resolved exclusively in the US 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, at its sole discretion, may bring any claim it has against you related to efforts to abuse, interfere or engage with the Services in unauthorised 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 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 AND THAT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL. For example, you may bring a 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 Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section, then only that Claim (or only that request for relief) may be severed and brought in court after all other Claims (or requests for relief) are arbitrated.
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., FAO: Meta Arbitration Filing, 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 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 to which you are not party. To the maximum 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. If you do not wish to be bound by this arbitration provision (including its waiver of class and representative claims), within thirty (30) days of the first acceptance date of any version of these Terms containing an arbitration provision, you must notify us in writing at Meta Platforms, Inc., ATTN: Arbitration Opt-out, 1601 Willow Rd. Menlo Park, CA 94025, US.
These Terms and all Claims between us, whether subject to arbitration or not, will be governed by California law, to the extent not pre-empted by or inconsistent with US federal law, without regard to conflict of laws rules; provided, however, if you are a US public and accredited educational institution or an agency, instrumentality or department of a state or local government within the United States, then these Terms will be governed and construed in accordance with the laws of the US state in which you are domiciled, to the extent not pre-empted by or inconsistent with US federal law, without regard to conflict of law rules.
If you are not domiciled in the United States, you agree that:
Any Claim between you and Meta Platforms, Inc. shall be resolved exclusively in the US District Court for the Northern District of California or a state court located in San Mateo County. You also agree that you submit to the personal jurisdiction and venue of either of these courts for the purpose of litigating any such Claim, and that the laws of the State of California, to the extent not pre-empted by or inconsistent with US federal law, will govern these Terms and any Claim without regard to conflict of law rules.
Any Claim between you and Meta Platforms Ireland Limited shall be resolved exclusively in the courts of the Republic of Ireland. You also agree that you submit to the personal jurisdiction and venue of the Republic of Ireland for the purpose of litigating any such Claim, and that the laws of the Republic of Ireland will govern these Terms and any Claim, without regard to conflict of law rules.
Notwithstanding subsections (i) and (ii) above, any Claim between you and both Meta Platforms, Inc. and Meta Platforms Ireland Limited shall be resolved exclusively in the US District Court for the Northern District of California or a state court located in San Mateo County. You also agree that you submit to the personal jurisdiction and venue of either of these courts for the purpose of litigating any such Claim, and that the laws of the State of California, to the extent not pre-empted by or inconsistent with US federal law, will govern these Terms and any Claim without regard to conflict of law rules.
Without prejudice to the foregoing, you agree that, at its sole discretion, Meta may bring any claim, cause of action or dispute that we have against you in any competent court in the country in which you reside that has jurisdiction.
Beta testing.
Product testing. Meta may, from time to time, test additional products, services, features or functionalities relating to the Services (each, a "Beta Product") and may invite you to use such Beta Product for the purposes of product testing and providing Feedback to Meta. Except as otherwise agreed by the Parties in writing, these Terms shall apply to your use of any Beta Product.
Possibility of errors. You acknowledge that the Beta Products are in a testing phase and remain under development and that the Beta Products may contain errors, including technical errors that may interfere with their performance and functionality. The Beta Products are not intended to represent or perform in the same manner as the Services or commercially available products, or services, and you should ensure that you regularly back up any data used with such Beta Products.
Changes. The Beta Products, including the functionality and performance thereof, may change or be limited. Meta may introduce or install new features, software, services or content, impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back certain existing features or any part of the Beta Products, or restrict access to parts or all of the Beta Products, without liability or notice to you.
No guarantee and limitation of liability. ANY BETA PRODUCTS MADE AVAILABLE TO YOU ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. META HAS NO OBLIGATION TO CORRECT ERRORS (INCLUDING RECOVERING LOST DATA OR COMPENSATING YOU FOR LOST DATA), CORRECT THE EFFECTS OF ANY ERRORS, OR TO PROVIDE ANY TECHNICAL SUPPORT RELATED TO THE BETA PRODUCTS. YOU ACKNOWLEDGE THAT WE MAY CHANGE, WITHDRAW OR TERMINATE YOUR ACCESS TO, TESTING OF AND/OR USE OF OR DISCONTINUE, ANY BETA PRODUCT (OR ANY FEATURE OR FUNCTIONALITY THEREOF) AT ANY TIME AT OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE TO YOU. META HAS NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO MAKE ANY BETA PRODUCT AVAILABLE TO YOU AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, META DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, FOR THE BETA PRODUCTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY BETA PRODUCT IS DONE ENTIRELY AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, META'S ENTIRE LIABILITY TO YOU IN CONNECTION WITH EACH BETA PRODUCT SHALL NOT EXCEED ONE THOUSAND US DOLLARS (USD 1,000.00).
General.
Changes to the Terms. Meta may modify or otherwise update these Terms by notifying you of the updated Terms by any reasonable means, including via email or by posting the updated Terms on or through the Services, including via the Meta Admin Centre or other pop-up notice. Any such changes will not apply to any dispute between you and Meta arising prior to the date on which Meta posted the revised Terms incorporating such changes, otherwise notified you of such changes. Your use of the Services following any changes to these Terms will constitute your acceptance of such changes. The "Last updated" legend above indicates when these terms were last changed.
Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between the parties regarding your access to and use of the Services and supersede any prior representations or agreements relating to the Services. Each Party acknowledges that in entering into these Terms, it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Headings are for convenience only, and terms such as "including" are to be construed without limitation. The original version of these Terms has been written in English (US), and notwithstanding any translated versions being made available to you, the English (US) language version will control and govern over conflicts in any translated version.
Waiver and severability. A Party's failure to exercise, or any delay in exercising, a right, power or remedy provided by these Terms: (i) will not be deemed a waiver of that, or any other, right, power or remedy; and (ii) will not preclude the further exercise of that, or any other, right, power or remedy. Any waiver of any right under these Terms is only effective if it is in writing, and it shall only apply to the Party to whom the waiver is addressed and to the circumstances for which it is given.
Publicity. Any press release or marketing campaign about the Parties' relationship requires the prior written approval of both Parties, and all of Meta's marks and logos (including those used in connection with the Services) may not be copied, imitated or used, in whole or in part, without the prior written permission of Meta. Notwithstanding the foregoing: (i) within your own company, you may publicise or promote use of the Services during the Term (e.g. to encourage User adoption), subject to Meta's brand usage guidelines (located at about.meta.com/brand/resources/), or other brand usage guidelines or instructions that may otherwise be made available by Meta from time to time; and (ii) Meta may reference your name and status as a customer of the Services.
Assignment. Neither Party may assign these Terms or its rights or obligations under these Terms without the prior written consent of the other Party, except that Meta may assign these Terms without consent to any of its Affiliates or in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Subject to the foregoing, these Terms will bind and inure to the benefit of each Party's permitted successors and assigns. Non-permitted assignments are void and will create no obligations on Meta.
Independent contractor. The Parties are independent contractors. No agency, partnership, joint venture or employer-employee relationship is created as a result of these Terms and neither Party has the authority to bind the other Party.
No Third-party beneficiaries. These Terms benefit Meta and Customer, and there are no intended third-party beneficiaries, including any Affiliates or other Users.
Notices. If you are seeking to terminate these Terms pursuant to Section 11.b (Termination for convenience), you must notify Meta by having your Administrator elect to delete your customer instance within the Services. Any other notice under these Terms must be in writing, which must be sent to Meta at the following address (as applicable): in the case of Meta Platforms Inc, to 1 Meta Way, Menlo Park, CA 94025, US, FAO: Legal; and in the case of Meta Platforms Ireland Limited, to Merrion Road, Dublin 4, D04 X2K5, Ireland, FAO: Legal. Meta may send notices to the email address on Customer's account. Meta may also provide operational notices regarding the Services or other business-related notices through messages to you and Users via the Services or conspicuous posting within the Services.
Subcontractors. Meta may use subcontractors and permit them to exercise Meta's rights under this Agreement, but Meta remains responsible for compliance of any such subcontractor with these Terms.
Force Majeure. Neither Party will be liable to the other Party for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure is due to unforeseen events that occur after your acceptance of these Terms and that are beyond the reasonable control of such Party, including acts of God, war, acts of terrorism, riot, embargoes, acts of civil or military authorities, natural disasters, failure of power or telecommunications or data networks or services or refusal or a licence or authorisation by a government agency or entity.
Third-party websites. The Services and the Managed Devices may contain links to third-party websites. This does not imply our endorsement of any such website, and to the maximum extent permitted by applicable law, we are not responsible for the actions, content, information or data of third-party websites or actions or any link contained in them or any changes or updates to them. Third-party websites may provide their own terms and conditions of use and privacy policies that apply to you and Users and your use of such third-party websites is not governed by these Terms.
Export controls and trade sanctions. The Services and the Managed Devices are only intended for use in the Supported Countries. Certain functionality and services of the Services and the Managed Devices may not be accessible outside, and may vary among and within, the Supported Countries. You will comply with all US and applicable non-US export controls, import controls and trade sanctions laws ("Trade Laws"). You will not use or download, allow others to use or download, or otherwise transact with or within Services or the Managed Devices if you or they are located in a country or region subject to comprehensive US trade sanctions, if you or they are listed on any US or EU restricted parties list, or for any purpose that could reasonably cause you, Meta or others to violate Trade Laws. You will not disguise your location through IP proxying or other methods to circumvent this restriction. You will not, and will not allow others to, directly or indirectly, export, re-export, provide, resell, transfer or otherwise dispose of the Services or the Managed Devices: (i) to any individual, entity or country or region prohibited by Trade Laws; (ii) to anyone on US or EU government restricted parties lists; or (iii) for any purpose prohibited by Trade Laws, including, but not limited to, nuclear, chemical or biological weapons, or missile technology applications. You will not, and will not allow others to, use, distribute or transfer the Services or the Managed Devices in any manner that violates applicable law, including all applicable Trade Laws of the Supported Countries and any other applicable governmental authority. The Services and the Managed Devices may not be resold, transferred or otherwise disposed of in a country subject to comprehensive US trade sanctions or to a person or organisation sanctioned by the US or EU government authorities.
Conditions on governmental entity use. If you are a Governmental Entity (as defined below), you represent that: (i) no applicable law, policy or principle restricts you from agreeing and performing, or accepting performance of, any term or condition of these Terms, (ii) no applicable law, policy or principle renders any term or condition of these Terms unenforceable against you or any applicable Governmental Entity, (iii) you are authorised to, and have the legal capacity under applicable laws, policies and principles to represent and bind any applicable Governmental Entity to these Terms; and (iv) you enter into these Terms based upon an impartial decision concerning the value of the Services to you and Users and no improper conduct or conflict of interest has influenced your decision to enter into these Terms. Do not enter into these Terms if you cannot make the representations in this section. If a Governmental Entity enters into these Terms in violation of this Section, Meta may elect to terminate these Terms.
Resellers. You may choose to access and use the Services through a third party that has a valid agreement authorising them to resell and facilitate access to the Services (a "Reseller"). In the event that you access and use the Services through a Reseller, you are solely responsible for: (i) any related rights and obligations in your applicable agreement with your Reseller, and (ii) as between you and Meta, any access by Reseller to your Customer instance, Customer Data and any Managed Accounts that you may create for your Reseller. In addition, in the event that you access and use the Services through a Reseller, you agree that the Reseller Customer Terms shall take precedence over any conflicting terms in these Terms.
Developers. If you use the Services and/or Managed Devices in your capacity as a developer of software or content for use in connection with the Services or on the Managed Devices pursuant to a developer agreement or similar agreement, in the event of a conflict between such developer agreement and these Terms, the developer agreement shall take precedence to the extent of the conflict.
Definitions.
"Administrators" means the system administrators who will manage and administer certain profiles, settings and configurations for Managed Accounts and Managed Devices on your behalf using the Meta Admin Centre.
"Affiliate" means, with respect to a Party, an entity that directly or indirectly owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means beneficial ownership of fifty per cent (50%) (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the entity's voting equity securities or equivalent voting interests.
"Customer Data" means the data and content submitted by you or Users (including User and device configuration information) while using the following web tools in connection with the Services: Meta Admin Centre and the managed Accounts Centre. However, "Customer Data" excludes: (i) data shared with the Meta Quest operating system that is utilised to perform necessary functions, such as downloading and running applications, network connections, device configurations and third-party MDM configurations; (ii) data that you permit to share with other apps and that may be subject to other terms and policies; and (iii) the content you or Users provide when providing feedback or reporting bugs, and communications with technical support, through Meta Admin Centre.
"Governmental Entity" means any country or jurisdiction in the world, including, without limitation, any state, local, municipal, regional or other unit or political subdivision of government, any governmental organisation, instrumentality, enterprise or other entity established, owned or controlled by such a government and any representative or agent of any of the foregoing. For purposes of this definition, a Governmental Entity is not an affiliate of another Governmental Entity unless it wholly controls such other Governmental Entity.
"Managed Devices" means Meta Quest devices which are supported by one or more of the Services.
"Meta Admin Centre" means the administrator web service that allows Administrators to provision, add, remove and otherwise manage Managed Accounts and provision and manage certain aspects of Managed Devices.
"Reseller Customer Terms" means the terms located at forwork.meta.com/legal/mfw-reseller-customer-terms/, as may be updated from time to time, and forming part of these Terms, and being the additional terms between the Parties which are applicable to you, if you access and use the Services through a Reseller.
"Services" means the Meta Quest for Business service (and any related web tools, client software, components, technology, functionality or features), as may be updated from time to time, and including applicable Support for such service.
"Supported Countries" means the countries specified at https://work.meta.com/help/307276701907179.
"Users" means any of your or your Affiliates' employees, contractors or other individuals that you permit to access the Services, including, as and where applicable, Administrators.